Subsequent Events |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 10. Subsequent Events Management has evaluated subsequent events through the date of issuance of these financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the consolidated financial statements other than those disclosed below. Distribution Declarations On November 4, 2026, the Company’s Board declared a base distribution of $0.31 per share, payable on December 22, 2026 to stockholders of record as of December 8, 2026. There can be no assurances that the Board will continue to declare a base distribution of $0.31 per share. Agreement and Plan of Merger On October 26, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ares Capital Corporation, a Maryland corporation (“ARCC”); Union Acquisition Sub Inc., a Maryland corporation and a direct wholly-owned subsidiary of ARCC (“Acquisition Sub 1”); Union Acquisition Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of ARCC (“Acquisition Sub 2”); and, solely for the limited purposes set forth therein, Ares Capital Management LLC, a Delaware limited liability company and the external investment adviser to ARCC (“ACM”). The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), Acquisition Sub 1 will be merged with and into the Company (the “First Merger”), with the Company continuing as the surviving company and as a wholly-owned subsidiary of ARCC. Immediately after the Effective Time, the Company will merge with and into Acquisition Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Acquisition Sub 2 continuing as the surviving company and as a wholly-owned subsidiary of ARCC. The Board, on the recommendation of a special committee comprised solely of disinterested directors of the Company, has unanimously approved, among other things, the Merger Agreement and the transactions contemplated thereby (the “Transactions”). The board of directors of ARCC has also unanimously approved the Merger Agreement and the Transactions. The parties to the Merger Agreement intend for the Mergers, taken together, to be treated as a “reorganization” within the meaning of Section 368(a) of the Code. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of common stock, par value $0.001 per share, of the Company’s (“MFIC Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares held by a subsidiary of the Company or held, directly or indirectly, by ARCC or Acquisition Sub 1) will be converted into the right to receive (i) $1.21 in cash, without interest, to be paid by ACM (the “Cash Consideration”), and (ii) a number of validly issued, fully paid and non-assessable shares of common stock, par value $0.001 per share, of ARCC (“ARCC Common Stock”) equal to the Exchange Ratio (as defined below), with cash to be paid in lieu of fractional shares, if applicable (together, the “Merger Consideration”). ARCC has guaranteed the payment of the Cash Consideration by ACM. Based on the terms of the Merger Agreement, the Merger Consideration represents total consideration of $10.88 per fully diluted share of MFIC Common Stock, consisting of approximately $1.21 per share in cash and approximately $9.67 per share in ARCC Common Stock. The “Exchange Ratio” will be determined as of a date mutually agreed by the parties that is no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time, based on ARCC’s net asset value per share (“ARCC NAV”) and the closing price of ARCC Common Stock on that date (the “ARCC Price”), as follows: (1) if the ARCC Price is less than or equal to 100% of ARCC NAV, the Exchange Ratio will equal $9.67 less the Post-Signing Special Distribution Amount (as defined below), divided by ARCC NAV; (2) if the ARCC Price is greater than 100% but less than or equal to 104.5% of ARCC NAV, the Exchange Ratio will equal the product of (A) $9.67 less the Post-Signing Special Distribution Amount and (B) 1.00 plus 50% of the premium of the ARCC Price to ARCC NAV, divided by the ARCC Price; and (3) if the ARCC Price is greater than 104.5% of ARCC NAV, the Exchange Ratio will equal the product of (A) $9.67 less the Post-Signing Special Distribution Amount and (B) 102.25%, divided by the ARCC Price. Prior to the closing of the Mergers, the Company will declare one or more distributions in order to distribute all of its previously undistributed investment company taxable income, any prior year shortfall and net capital gain and to maintain its qualification as a “regulated investment company” under the Code (any such distribution, a “Special Distribution”). The stock portion of the Merger Consideration will be reduced by the aggregate per share amount of any Special Distribution declared after the date of the Merger Agreement with a record date on or prior to the closing date, excluding regular quarterly distributions (the “Post-Signing Special Distribution Amount”). The Merger Agreement contains customary representations and warranties by each of the Company, ARCC, Acquisition Sub 1, Acquisition Sub 2 and ACM, subject to specific exceptions and qualifications. The Merger Agreement also contains customary covenants, including, among others, covenants relating to the operation of each of the Company’s and ARCC’s businesses during the period prior to closing of the Mergers, the preparation of a registration statement on Form N-14 and the holding of a special meeting of the stockholders of the Company. The Company has agreed to convene and hold a stockholder meeting for the purpose of obtaining the approval of the Company’s stockholders and has agreed to recommend that its stockholders approve the Mergers. The Company has also agreed to suspend its share repurchase program and will suspend its dividend reinvestment plan in the near term. In connection with the Transactions, the Senior Secured Facility is expected to be repaid in full and terminated upon the closing of the Transactions. Voting Agreements Concurrently with the execution of the Merger Agreement, Apollo Principal Holdings A, L.P. and MidCap Financial Trust, each an affiliate of Apollo Global Management, Inc., which together beneficially own approximately 5.2% of the outstanding shares of MFIC Common Stock entered into voting agreements with ARCC (the “Voting Agreements”), pursuant to which each has agreed, subject to the terms and conditions set forth therein, to vote its shares of MFIC Common Stock in favor of the Mergers and against any competing proposal. |