v3.26.3
N-2 - $ / shares
9 Months Ended
Sep. 30, 2026
Dec. 31, 2025
Sep. 30, 2025
Dec. 31, 2024
Cover [Abstract]        
Entity Central Index Key 0001278752      
Amendment Flag false      
Securities Act File Number 814-00646      
Document Type 10-Q      
Entity Registrant Name MIDCAP FINANCIAL INVESTMENT CORPORATION      
Entity Address, Address Line One 9 West 57th Street      
Entity Address, City or Town New York      
Entity Address, State or Province NY      
Entity Address, Postal Zip Code 10019      
City Area Code 212      
Local Phone Number 515-3200      
Entity Emerging Growth Company false      
General Description of Registrant [Abstract]        
Investment Objectives and Practices [Text Block]

Our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. We primarily invest in directly originated and privately negotiated first lien senior secured loans to privately held U.S. middle-market companies, which the Company generally defines as companies with less than $75 million in EBITDA, as may be adjusted for market disruptions, mergers and acquisitions-related charges and synergies, and other items. To a lesser extent, we may invest in other types of securities including, first lien unitranche, second lien senior secured, unsecured, subordinated, and mezzanine loans, and equities in both private and public middle market companies.

     
Risk Factors [Table Text Block]

Item 1A. Risk Factors

In addition to the other information set forth in this report and as provided below, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in Part II, “Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, which could materially affect our business, financial condition and/or operating results. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

The consummation of the Mergers is subject to the satisfaction or waiver of certain conditions, including conditions that are not under our control. If the Mergers do not close, we will not benefit from the expenses incurred in their pursuit.

While we expect to complete the Mergers in the first half of 2027, there can be no assurances as to the exact timing, or that the Mergers will be completed at all. The completion of the Mergers is subject to certain conditions, including approval by our stockholders holding a majority of the outstanding shares of MFIC Common Stock. Please see "Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 10. Subsequent Events" for more information on the Mergers. We intend to complete the Mergers as soon as possible but we cannot assure stockholders that the conditions required to complete the Mergers will be satisfied or waived on the anticipated schedule, or at all.

If the Mergers are not completed, we will have incurred substantial expenses for which no ultimate benefit will have been received. We have incurred out-of-pocket expenses in connection with the Mergers, including legal and accounting fees and other related charges. Many of such charges will be incurred even if the Mergers are not completed. In certain circumstances, we will be required to pay a termination fee to ARCC in connection with the termination of the Merger Agreement. If the Mergers do not close, we will not benefit from the substantial expenses incurred in their pursuit.

The combined company may be unable to realize the benefits anticipated from the Mergers, or it may take longer than anticipated to achieve such benefits.

The realization of certain benefits anticipated as a result of the Mergers will depend in part on the integration of our investment portfolio with ARCC’s investment portfolio and the integration of our business with ARCC’s business. There can be no assurance that our investment portfolio or business can be operated profitably or integrated successfully into ARCC’s investment portfolio or business in a timely fashion or at all. The dedication of management resources to such integration may detract attention from the management of the day-to-day business and there can be no assurance that there will not be substantial costs associated with the transition process or there will not be other material adverse effects as a result of these integration efforts. Such effects, including but not limited to, incurring unexpected costs or delays in connection with such integration and failure of our investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company.

Our stockholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Mergers, and the value of the Merger Consideration will not be adjusted for certain changes in our net asset value.

If the Mergers are completed, ARCC will issue shares of ARCC Common Stock to our stockholders as part of the Merger Consideration, in addition to certain cash consideration expected to be funded by ARCC’s external investment adviser or an affiliate thereof. As a result, our existing stockholders will hold a substantially smaller percentage ownership interest and effective voting power in the combined company than they currently hold in us. Consequently, our existing stockholders should expect to exercise less influence over the management and policies of the combined company following the completion of the Mergers than they currently exercise over our management and policies.

Because the number of shares of ARCC Common Stock to be issued as part of the Merger Consideration depends on the Exchange Ratio, the extent of this dilution will not be known until shortly before the Effective Time. The Exchange Ratio depends on several variables that are not fixed and cannot be known at this time, including ARCC NAV, the ARCC Price, the relationship between the ARCC Price and ARCC NAV, and the Post-Signing Special Distribution Amount. The Exchange Ratio will not be increased, however, for reductions in our liabilities or increases in the fair value of the investments in our portfolio. ARCC estimates that following completion of the Mergers, existing ARCC stockholders are expected to own approximately 95% and our existing stockholders are expected to own approximately 5% of the combined company, but the level of dilution could be greater than currently anticipated.

There may be conflicts of interest in the Company's valuation process.

The Investment Adviser and its affiliates may have economic interests that are affected by the valuations they produce, including interests arising from management fees calculated on the basis of NAV, performance-based compensation and other fee arrangements, which are based upon valuations that take into account income or gains that have been accrued but not received in cash, including but not limited market discounts, debt instruments with payment in kind (“PIK”) interest, preferred stock with PIK dividends and zero coupon securities, in addition to amounts related to unrealized capital appreciation. In the event that a borrower defaults or an investment otherwise decreases in value, such unrealized amounts may never become realized. The Investment Adviser is not obligated to reimburse the Company for any part of fees received that were based on unrealized gains that never materialized, which could result in higher fees than if such fees were based solely on realized gains. These interests may create an incentive for the Investment Adviser to produce valuation information that differs from what an independent third party might determine. The Investment Adviser has implemented internal valuation governance procedures, including oversight by a valuation committee, intended to mitigate these conflicts; however, there can be no assurance that such procedures will eliminate conflicts.


 

     
NAV Per Share [1] $ 12.86 $ 14.18 $ 14.66 $ 14.98
Risk Related to Consummation of Mergers Subject to Satisfaction or Waiver of Certain Conditions        
General Description of Registrant [Abstract]        
Risk [Text Block]

The consummation of the Mergers is subject to the satisfaction or waiver of certain conditions, including conditions that are not under our control. If the Mergers do not close, we will not benefit from the expenses incurred in their pursuit.

While we expect to complete the Mergers in the first half of 2027, there can be no assurances as to the exact timing, or that the Mergers will be completed at all. The completion of the Mergers is subject to certain conditions, including approval by our stockholders holding a majority of the outstanding shares of MFIC Common Stock. Please see "Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 10. Subsequent Events" for more information on the Mergers. We intend to complete the Mergers as soon as possible but we cannot assure stockholders that the conditions required to complete the Mergers will be satisfied or waived on the anticipated schedule, or at all.

If the Mergers are not completed, we will have incurred substantial expenses for which no ultimate benefit will have been received. We have incurred out-of-pocket expenses in connection with the Mergers, including legal and accounting fees and other related charges. Many of such charges will be incurred even if the Mergers are not completed. In certain circumstances, we will be required to pay a termination fee to ARCC in connection with the termination of the Merger Agreement. If the Mergers do not close, we will not benefit from the substantial expenses incurred in their pursuit.
     
Risk Related to Combined Company May Be Unable to Realize Benefits Anticipated from Mergers        
General Description of Registrant [Abstract]        
Risk [Text Block]

The combined company may be unable to realize the benefits anticipated from the Mergers, or it may take longer than anticipated to achieve such benefits.

The realization of certain benefits anticipated as a result of the Mergers will depend in part on the integration of our investment portfolio with ARCC’s investment portfolio and the integration of our business with ARCC’s business. There can be no assurance that our investment portfolio or business can be operated profitably or integrated successfully into ARCC’s investment portfolio or business in a timely fashion or at all. The dedication of management resources to such integration may detract attention from the management of the day-to-day business and there can be no assurance that there will not be substantial costs associated with the transition process or there will not be other material adverse effects as a result of these integration efforts. Such effects, including but not limited to, incurring unexpected costs or delays in connection with such integration and failure of our investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company.
     
Risk Related to Stockholders Will Experience Reduction in Percentage Ownership and Voting Power        
General Description of Registrant [Abstract]        
Risk [Text Block]

Our stockholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Mergers, and the value of the Merger Consideration will not be adjusted for certain changes in our net asset value.

If the Mergers are completed, ARCC will issue shares of ARCC Common Stock to our stockholders as part of the Merger Consideration, in addition to certain cash consideration expected to be funded by ARCC’s external investment adviser or an affiliate thereof. As a result, our existing stockholders will hold a substantially smaller percentage ownership interest and effective voting power in the combined company than they currently hold in us. Consequently, our existing stockholders should expect to exercise less influence over the management and policies of the combined company following the completion of the Mergers than they currently exercise over our management and policies.

Because the number of shares of ARCC Common Stock to be issued as part of the Merger Consideration depends on the Exchange Ratio, the extent of this dilution will not be known until shortly before the Effective Time. The Exchange Ratio depends on several variables that are not fixed and cannot be known at this time, including ARCC NAV, the ARCC Price, the relationship between the ARCC Price and ARCC NAV, and the Post-Signing Special Distribution Amount. The Exchange Ratio will not be increased, however, for reductions in our liabilities or increases in the fair value of the investments in our portfolio. ARCC estimates that following completion of the Mergers, existing ARCC stockholders are expected to own approximately 95% and our existing stockholders are expected to own approximately 5% of the combined company, but the level of dilution could be greater than currently anticipated.

     
Risk Related to There May be Conflicts of Interest in the Company's Valuation Process        
General Description of Registrant [Abstract]        
Risk [Text Block]

There may be conflicts of interest in the Company's valuation process.

The Investment Adviser and its affiliates may have economic interests that are affected by the valuations they produce, including interests arising from management fees calculated on the basis of NAV, performance-based compensation and other fee arrangements, which are based upon valuations that take into account income or gains that have been accrued but not received in cash, including but not limited market discounts, debt instruments with payment in kind (“PIK”) interest, preferred stock with PIK dividends and zero coupon securities, in addition to amounts related to unrealized capital appreciation. In the event that a borrower defaults or an investment otherwise decreases in value, such unrealized amounts may never become realized. The Investment Adviser is not obligated to reimburse the Company for any part of fees received that were based on unrealized gains that never materialized, which could result in higher fees than if such fees were based solely on realized gains. These interests may create an incentive for the Investment Adviser to produce valuation information that differs from what an independent third party might determine. The Investment Adviser has implemented internal valuation governance procedures, including oversight by a valuation committee, intended to mitigate these conflicts; however, there can be no assurance that such procedures will eliminate conflicts.

     
[1] Totals may not foot due to rounding.