v3.26.1
Debt and Foreign Currency Transactions and Translations
6 Months Ended
Jun. 30, 2026
Debt And Foreign Currency Transactions And Translations [Abstract]  
Debt and Foreign Currency Transactions and Translations

Note 6. Debt and Foreign Currency Transactions and Translations

On April 4, 2018, the Company’s Board, including a “required majority” (as defined in Section 57(o) of the 1940 Act, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. As a result, effective on April 4, 2019, our asset coverage requirement applicable to senior securities was reduced from 200% to 150% (i.e., the revised regulatory leverage limitation permits BDCs to double the amount of borrowings, such that we would be able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us).

The Company’s outstanding debt obligations as of June 30, 2026 were as follows:

 

 

Date Issued/
Amended

 

Total Aggregate Principal Amount Committed

 

 

 

Principal Amount Outstanding

 

 

 

Fair Value

 

 

 

 

Final Maturity Date

Senior Secured Facility

 

10/1/2025

 

$

 

1,610,000

 

**

 

$

 

685,000

 

*

 

$

 

685,000

 

 

(1

)

 

10/1/2030

MFIC Bethesda CLO 1 LLC Notes (Class A-1, Class A-2, Class B and Class C)

 

10/23/2025

 

 

 

456,000

 

 

 

 

 

456,000

 

 

 

 

 

454,920

 

 

(2

)

 

10/23/2037

MFIC Bethesda CLO 2 LLC Notes (Class A-1, Class A-2, Class B and Class C)

 

2/24/2025

 

 

 

399,000

 

 

 

 

 

399,000

 

 

 

 

 

398,198

 

 

(2

)

 

1/23/2037

2026 Notes

 

7/16/2021

 

 

 

125,000

 

 

 

 

 

125,000

 

 

 

 

 

124,845

 

 

(2

)

 

7/16/2026

2028 Notes

 

12/13/2023

 

 

 

80,000

 

 

 

 

 

80,000

 

 

 

 

 

80,704

 

 

(3

)

 

12/15/2028

Total Debt Obligations

 

 

 

$

 

2,670,000

 

 

 

$

 

1,745,000

 

 

 

$

 

1,743,667

 

 

 

 

 

Deferred Financing Costs and Debt Discount

 

 

 

 

 

(5,396

)

 

 

 

 

 

 

 

 

 

Total Debt Obligations, net of Deferred Financing Cost and Debt Discount

 

 

 

$

 

1,739,604

 

 

 

 

 

 

 

 

 

 

* May include foreign currency debt obligations as outlined in Foreign Currency Transactions and Translations within this note to the consolidated financial statements.

** As of June 30, 2026, total lender commitments were $1,610,000.

(1)
The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of June 30, 2026. The valuation is based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.
(2)
The fair value of these debt obligations would be categorized as Level 2 under ASC 820 as of June 30, 2026. The valuation is based on quoted prices.
(3)
The fair value of these debt obligations would be categorized as Level 1 under ASC 820 as of June 30, 2026. The valuation is arrived using the closing price on exchange as on the relevant date.

 

 

The Company’s outstanding debt obligations as of December 31, 2025 were as follows:

 

 

 

Date Issued/
Amended

 

Total Aggregate Principal Amount Committed

 

 

 

Principal Amount Outstanding

 

 

 

Fair Value

 

 

 

 

Final Maturity Date

Senior Secured Facility

 

10/1/2025

 

$

 

1,610,000

 

**

 

$

 

941,048

 

*

 

$

 

941,048

 

 

(1

)

 

10/1/2030

MFIC Bethesda CLO 1 LLC Notes (Class A-1, Class A-2, Class B and Class C)

 

10/23/2025

 

 

 

456,000

 

 

 

 

 

456,000

 

 

 

 

 

456,000

 

 

(2

)

 

10/23/2037

MFIC Bethesda CLO 2 LLC Notes (Class A-1, Class A-2, Class B and Class C)

 

2/24/2025

 

 

 

399,000

 

 

 

 

 

399,000

 

 

 

 

 

396,513

 

 

(2

)

 

1/23/2037

2026 Notes

 

7/16/2021

 

 

 

125,000

 

 

 

 

 

125,000

 

 

 

 

 

123,451

 

 

(2

)

 

7/16/2026

2028 Notes

 

12/13/2023

 

 

 

80,000

 

 

 

 

 

80,000

 

 

 

 

 

80,416

 

 

(3

)

 

12/15/2028

Total Debt Obligations

 

 

 

$

 

2,670,000

 

 

 

$

 

2,001,048

 

 

 

$

 

1,997,428

 

 

 

 

 

Deferred Financing Costs and Debt Discount

 

 

 

 

 

(5,838

)

 

 

 

 

 

 

 

 

 

Total Debt Obligations, net of Deferred
Financing Cost and Debt Discount

 

 

 

$

 

1,995,210

 

 

 

 

 

 

 

 

 

 

* Includes foreign currency debt obligations as outlined in Foreign Currency Transactions and Translations within this note to the consolidated financial statements.

**Between January 1, 2025 and October 1, 2025, total lender commitments were $1,660,000. As of December 31, 2025, total lender commitments were $1,610,000.

(1)
The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of December 31, 2025. The valuation is based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.
(2)
The fair value of these debt obligations would be categorized as Level 2 under ASC 820 as of December 31, 2025. The valuation is based on broker quoted prices.
(3)
The fair value of these debt obligations would be categorized as Level 1 under ASC 820 as of December 31, 2025. The valuation is arrived using the closing price on exchange as on the relevant date.

Senior Secured Facility

On October 1, 2025 (the "Amendment and Restatement Date"), the Company amended and restated its senior secured, multi-currency, revolving credit facility (the “Senior Secured Facility”), previously amended and restated as of October 17, 2024, April 19, 2023, December 22, 2020 and November 19, 2018. The amended and restated agreement extended the final maturity date through October 1, 2030. Lender commitments under the Senior Secured Facility decreased from $1,660,000 to $1,610,000. The Senior Secured Facility includes an “accordion” feature that allows the Company to increase the size of the Senior Secured Facility to $2,415,000. The Senior Secured Facility is guaranteed by certain subsidiaries of the Company in existence as of the Amendment and Restatement Date, and will be guaranteed by certain subsidiaries of the Company that are formed or acquired by the Company thereafter (each a “Guarantor” and collectively, the “Guarantors”). The Senior Secured Facility is secured by substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions.

Commencing October 1, 2029, the Company is required to repay, the outstanding amount under the Senior Secured Facility as of October 1, 2029 out of the proceeds of certain asset sales and other recovery events and equity and debt issuances. The stated interest rates on outstanding borrowings under the Senior Secured Facility depend on the type of borrowing and the “gross borrowing base” at the time. USD borrowings accrue at (a) either Term SOFR plus 1.75% per annum or Term SOFR plus 1.875% per annum, or (b) either Alternative Base Rate plus 0.65% per annum or Alternative Base Rate plus 0.775% per annum. The Company is required to pay a commitment fee of 0.325% per annum on any unused portion of the Senior Secured Facility and fronting fees (which fronting fee is exclusive of the applicable margin) of 0.25% per annum on the letters of credit issued.

The Senior Secured Facility contains affirmative and restrictive covenants, events of default and other customary provisions for similar debt facilities, including (subject to the exceptions set forth in the Senior Secured Facility): (a) periodic financial reporting requirements, (b) maintaining minimum stockholders’ equity of $1,000,000 plus 25% of the net proceeds from the sale of equity interests in the Company after April 1, 2025, (c) maintaining a ratio of total assets, less total liabilities (and indebtedness not represented by “senior securities”) to total “senior securities” representing indebtedness, in each case of the Company and its consolidated subsidiaries, of not less than 1.5:1.0, (d) limitations on the incurrence of additional indebtedness, (e) limitations on liens, (f) limitations on investments (other than, among other exceptions, as permitted under the 1940 Act, as amended, and the Company's investment policies), (g) limitations on mergers and disposition of assets (other than, among other exceptions, in the normal course of the Company’s business activities), (h) limitations on the creation or existence of agreements that permit liens on properties of the Company’s consolidated subsidiaries and (i) limitations on the repurchase or redemption of certain unsecured debt and debt securities. In addition to the asset coverage ratio described in clause (c) of the preceding sentence, borrowings under the Senior Secured Facility (and the incurrence of certain other permitted debt) are subject to compliance with a borrowing base that applies different advance rates to different types of assets in the Company’s portfolio. The advance rate applicable to any specific type of asset in the Company’s portfolio will also depend on the relevant asset coverage ratio as of the date of determination. Borrowings under the Senior Secured Facility will also continue to be subject to the leverage restrictions contained in the 1940 Act.

The Senior Secured Facility also provides for the issuance of letters of credit up to an aggregate amount of $150,000. As of June 30, 2026 and December 31, 2025, the Company had $ and $ , respectively, in standby letters of credit issued through the Senior Secured Facility. The amount available for borrowing under the Senior Secured Facility is reduced by any standby letters of credit issued through the Senior Secured Facility. Under GAAP, these letters of credit are considered commitments because no funding has been made and as such are not considered a liability. These letters of credit are not senior securities because they are not in the form of a typical financial guarantee and the portfolio companies are obligated to refund any drawn amounts. The available remaining capacity under the Senior Secured Facility was $925,000 and $668,952 as of June 30, 2026 and December 31, 2025, respectively. Terms used in this disclosure have the meanings set forth in the Senior Secured Facility agreement.

Senior Unsecured Notes

2026 Notes

On July 16, 2021, the Company issued $125,000 aggregate principal amount of general unsecured notes for net proceeds of $122,965 (the “2026 Notes”). The 2026 Notes matured on July 16, 2026 and were fully repaid. Interest on the 2026 Notes is due semi-annually on January 16 and July 16, at an annual rate of 4.50%, commencing on January 16, 2022. The 2026 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness.

2028 Notes

 

On December 13, 2023, the Company issued $80,000 aggregate principal amount of 8.00% Notes due 2028 (inclusive of $5,000 aggregate principal amount pursuant to the underwriters’ overallotment option to purchase additional Notes) (the “2028 Notes”). As of December 31, 2023, the principal amount outstanding was $80,000. The 2028 Notes will mature on December 15, 2028. The 2028 Notes bear interest at a rate of 8.00% per year, commencing December 13, 2023. The Company will pay interest on the 2028 Notes on March 15, June 15, September 15 and December 15 of each year, beginning on March 15, 2024. The 2028 Notes may be redeemed in whole or in part at any time or from time to time at our option on or after December 15, 2025, at a redemption price of $25 per 2028 Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.

MFIC Bethesda CLO 1 LLC Debt Securitization

 

On November 2, 2023, the Company completed a $402,360 term debt securitization (the “Bethesda CLO 1”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the Bethesda CLO 1 (collectively, the “Bethesda CLO 1 Notes”) were issued by MFIC Bethesda CLO 1 LLC (the “Bethesda CLO 1 Issuer”), an indirectly wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and are primarily secured by a diversified portfolio of middle market loans and participation interests therein.

The notes offered by Bethesda CLO 1 Issuer in connection with the CLO transaction consist of $232,000 of AAA(sf) Class A-1 Senior Secured Floating Rate due 2035, which bear interest at three-month SOFR plus 2.40%, $16,000 of AAA(sf) Class A-2 Senior Secured Floating Rate due 2035, which bear interest at three-month SOFR plus 2.90% (collectively, the "CLO 1 Secured Notes"), and $154,360 of Subordinated Notes due in 2123 (the "CLO 1 Subordinated Notes"), which do not bear interest. The Company, through a newly formed wholly owned subsidiary of the Company (the “Bethesda CLO 1 Depositor”), has retained 100% of the Class A-2 Notes and the Subordinated Notes issued in the Bethesda CLO 1, which are eliminated in consolidation.

On October 23, 2025, the Company upsized, extended the maturity, and reduced the pricing on Bethesda CLO 1 (the “Bethesda CLO 1 Upsize”). The size of Bethesda CLO 1 increased from $402,360 to $646,360. The notes offered in Bethesda CLO 1 (collectively, the “Bethesda CLO 1 Upsize Notes”) were issued by Bethesda CLO 1 Issuer, and are primarily secured by a diversified portfolio of middle market loans and participation interests therein. The notes offered by Bethesda CLO 1 Issuer in connection with Bethesda CLO 1 Upsize consisted of $348,000 of AAA(sf) Class A-1 Notes and the-R Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 1.49%, $24,000 of AAA(sf) Class A-2Notes are scheduled to mature in October 2035 and the -R Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 1.65%, $36,000 of AA(sf) Class B-R Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 1.85%, $48,000 of A(sf) Class C-R Secured Deferrable Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 2.30%, $36,000 of BBB-(sf) Class D-R Secured Deferrable Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 3.30% (collectively, the “CLO 1 Upsize Secured Notes”). The Company, through Bethesda CLO 1 Depositor retained the $154,360 of Subordinated Notes due in 2123, which do not bear interest. The Company, through Bethesda CLO 1 Depositor acquired 100% of the Class D Notes issued in Bethesda CLO 1 upsize. The Subordinated Notes and Class D Notes are both eliminated in consolidation.

The Bethesda CLO 1 Upsize Notes are scheduled to mature on October 23, 2037; however, the Bethesda CLO 1 Upsize Notes may be redeemed by the Bethesda CLO 1 Issuer, at the direction of CLO Retention Holder on any business day after October 23, 2027. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the Issuer. The CLO 1 Upsize Secured Notes are the secured obligation of the Bethesda CLO 1 Issuer, the CLO 1 Upsize Subordinated Notes are the unsecured obligation of the Bethesda CLO 1 Issuer, and the indenture governing the Bethesda CLO 1 Upsize Notes include customary covenants and events of default.

The Bethesda CLO 1 Upsize Notes are not, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration. The Company serves as collateral manager to the Bethesda CLO 1 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.

MFIC Bethesda CLO 2 LLC Debt Securitization

 

On February 24, 2025, the Company completed a $529,600 CLO transaction (the “Bethesda CLO 2”), a form of secured financing incurred by MFIC Bethesda CLO 2 LLC (the “Bethesda CLO 2 Issuer”), an indirect wholly owned, consolidated subsidiary of the Company. The notes offered by Bethesda CLO 2 Issuer in connection with Bethesda CLO 2 (collectively, the “Bethesda CLO 2 Notes”) consist of $304,500 of AAA(sf) Class A-1 Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 1.48%, $21,000 of AAA(sf) Class A-2 Senior Secured Floating Rate Notes due 2037, which bear interest at three-month SOFR plus 1.70%, $31,500 of AA(sf) Class B Senior Secured Floating Rate Notes due 2037, which bear interest at three-month SOFR plus 1.85%, $42,000 of A(sf) Class C Senior Secured Floating Rate Notes due 2037, which bear interest at three-month SOFR plus 2.30%, $31,500 of Class D Senior Secured Floating Rate Notes due 2037, which bear interest at three-month SOFR plus 3.75% and $99,100 of Subordinated notes due 2125, which do not bear interest. The CLO transaction is backed by a diversified portfolio of middle-market commercial loans, which Bethesda CLO 2 Issuer purchased from the Company pursuant to a loan sale agreement entered into on February 24, 2025, using the proceeds of the CLO transaction. The Company, through a newly formed wholly owned subsidiary of the Company (the “Bethesda CLO 2 Depositor”), has retained all of the Class D Notes and the Subordinated Notes issued in the Bethesda CLO 2, which are eliminated in consolidation. The proceeds from the CLO transaction were used to repay borrowings under the Senior Secured Facility. The Company serves as collateral manager to Bethesda CLO 2 Issuer, Citigroup Global Markets Inc. acted as initial purchaser and Apollo Global Securities, LLC acted as placement agent.

The following table summarizes the average and maximum debt outstanding, and the interest and debt issuance cost for the three and six months ended June 30, 2026 and 2025:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

 

2026

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

Average debt outstanding

 

$

 

1,796,198

 

 

$

 

1,925,540

 

 

$

 

1,852,550

 

 

$

 

1,866,897

 

Maximum amount of debt outstanding

 

 

 

1,894,000

 

 

 

 

2,053,954

 

 

 

 

2,004,728

 

 

 

 

2,325,684

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average annualized interest cost (1)

 

 

 

5.66

%

 

 

 

6.45

%

 

 

 

5.64

%

 

 

 

6.42

%

Annualized amortized debt issuance cost

 

 

 

0.37

%

 

 

 

0.36

%

 

 

 

0.36

%

 

 

 

0.38

%

Total annualized interest cost

 

 

 

6.03

%

 

 

 

6.81

%

 

 

 

6.00

%

 

 

 

6.80

%

 

(1)
Includes the stated interest expense and commitment fees on the unused portion of the Senior Secured Facility. Commitment fees for the three and six months ended June 30, 2026 were $718 and $1,335, respectively. Commitment fees for the three and six months ended June 30, 2025 were $532 and $1,164, respectively.

 

 

Foreign Currency Transactions and Translations

The Company had no foreign-denominated debt outstanding on the Senior Secured Facility as of June 30, 2026.

 

The Company had the following foreign-denominated debt outstanding on the Senior Secured Facility as of December 31, 2025:

 

 

 

Original Principal Amount (Local)

 

 

Original Principal Amount (USD)

 

 

Principal Amount Outstanding

 

 

Unrealized Gain/(Loss)

 

 

Reset Date

British Pound

 

£

 

28,200

 

 

$

 

35,143

 

 

$

 

38,000

 

 

$

 

(2,857

)

 

 

1/30/2026

European Euro

 

 

6,000

 

 

 

 

6,646

 

 

 

 

7,048

 

 

 

 

(402

)

 

 

1/31/2026

Canadian Dollar

 

C$

 

14,000

 

 

 

 

10,176

 

 

 

 

10,201

 

 

 

 

(25

)

 

 

1/31/2026

Total

 

 

 

 

 

$

 

51,965

 

 

$

 

55,249

 

 

$

 

(3,284

)

 

 

 

 

As of June 30, 2026 and December 31, 2025, the Company was in compliance with all debt covenants for all outstanding debt obligations.