UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
AFT Mergers
On July 22, 2024, MidCap Financial Investment Corporation, a Maryland corporation (the “Company”), completed its previously announced acquisition of Apollo Senior Floating Rate Fund Inc., a Maryland corporation (“AFT”), pursuant to that certain Agreement and Plan of Merger (the “AFT Merger Agreement”), dated as of November 7, 2023, by and among the Company, AFT, AFT Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company (“AFT Merger Sub”), and, solely for the limited purposes set forth therein, Apollo Investment Management, L.P., a Delaware limited partnership and the Company’s investment adviser (the “Adviser”). Pursuant to the AFT Merger Agreement, AFT Merger Sub was first merged with and into AFT, with AFT continuing as the surviving company (the “AFT First Merger”), and, following the effectiveness of the AFT First Merger, AFT was then merged with and into the Company, with the Company continuing as the surviving company (together with the AFT First Merger, the “AFT Mergers”).
In accordance with the terms of the AFT Merger Agreement, at the effective time of the AFT First Merger, each outstanding share of common stock, par value $0.001 per share, of AFT was converted into the right to receive 0.9547 shares of common stock, par value $0.001 per share, of the Company. As a result, the Company issued an aggregate of approximately 14,868,092 shares of its common stock to AFT’s former stockholders.
The foregoing description of the AFT Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the AFT Merger Agreement, a copy of which was filed by the Company as Exhibit 2.1 to its Current Report on Form 8-K, filed on November 7, 2023.
AIF Mergers
On July 22, 2024, the Company completed its previously announced acquisition of Apollo Tactical Income Fund Inc., a Maryland corporation (“AIF”), pursuant to that certain Agreement and Plan of Merger (the “AIF Merger Agreement”), dated as of November 7, 2023, by and among the Company, AIF, AIF Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company (“AIF Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser. Pursuant to the AIF Merger Agreement, AIF Merger Sub was first merged with and into AIF, with AIF continuing as the surviving company (the “AIF First Merger”), and, following the effectiveness of the AIF First Merger, AIF was then merged with and into the Company, with the Company continuing as the surviving company (together with the AIF First Merger, the “AIF Mergers” and, together with the AFT Mergers, the “Mergers”).
In accordance with the terms of the AIF Merger Agreement, at the effective time of the AIF First Merger, each outstanding share of common stock, par value $0.001 per share, of AIF was converted into the right to receive 0.9441 shares of common stock, par value $0.001 per share, of the Company. As a result, the Company issued an aggregate of approximately 13,658,992 shares of its common stock to AIF’s former stockholders.
The foregoing description of the AIF Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the AIF Merger Agreement, a copy of which was filed by the Company as Exhibit 2.2 to its Current Report on Form 8-K, filed on November 7, 2023.
| Item 7.01 | Regulation FD Disclosure. |
On July 22, 2024, the Company issued a press release announcing the completion of the Mergers. A copy of the press release is furnished herewith as Exhibit 99.1.
The information disclosed under this Item 7.01, including Exhibit 99.2 hereto, is being “furnished” and is not deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
On July 21, 2024, the Board of Directors of the Company declared a special distribution (the “Special Distribution”) for shares of its common stock in the amount of $0.20 per share of common stock. The Special Distribution is payable to stockholders of record as of August 5, 2024 and will be paid on or about August 15, 2024.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Fund Acquired
The information required by Item 9.01(a) of Form 8-K, including the financial statements required pursuant to Rule 6-11 of Regulation S-X, was previously included or incorporated by reference in the Company’s Joint Proxy Statement/Prospectus, and, pursuant to General Instruction B.3 of Form 8-K, is not included herein.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MIDCAP FINANCIAL INVESTMENT CORPORATION | ||
| By: | /s/ Kristin Hester | |
| Name: | Kristin Hester | |
| Title: | Chief Legal Officer and Secretary | |
Date: July 22, 2024