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Main Street Capital CORP - Quarter Report: 2021 March (Form 10-Q)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from:             to             

Commission File Number: 001-33723

Main Street Capital Corporation

(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization)

41-2230745
(I.R.S. Employer
Identification No.)

1300 Post Oak Boulevard, 8th Floor
Houston, TX
(Address of principal executive offices)

77056
(Zip Code)

(713) 350-6000

(Registrant’s telephone number including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

  

Trading Symbol

 

Name of Each Exchange on Which
Registered

Common Stock, par value $0.01 per share

MAIN

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 

The number of shares outstanding of the issuer’s common stock as of May 7, 2021 was 68,226,733.


Table of Contents

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements

Consolidated Balance Sheets—March 31, 2021 (unaudited) and December 31, 2020

1

Consolidated Statements of Operations (unaudited)—Three months ended March 31, 2021 and 2020

2

Consolidated Statements of Changes in Net Assets (unaudited)—Three months ended March 31, 2021 and 2020

3

Consolidated Statements of Cash Flows (unaudited)—Three months ended March 31, 2021 and 2020

4

Consolidated Schedule of Investments (unaudited)—March 31, 2021

5

Consolidated Schedule of Investments—December 31, 2020

30

Notes to Consolidated Financial Statements (unaudited)

53

Consolidated Schedules of Investments in and Advances to Affiliates (unaudited)—Three months ended March 31, 2021 and 2020

88

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

97

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

111

Item 4.

Controls and Procedures

112

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

113

Item 1A.

Risk Factors

113

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

113

Item 5.

Other Information

113

Item 6.

Exhibits

115

Signatures

116


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Balance Sheets

(dollars in thousands, except shares and per share amounts)

March 31, 

December 31, 

    

2021

    

2020

(Unaudited)

ASSETS

 

  

 

  

Investments at fair value:

 

  

 

  

Control investments (cost: $896,464 and $831,490 as of March 31, 2021 and December 31, 2020, respectively)

$

1,192,964

$

1,113,725

Affiliate investments (cost: $419,487 and $416,479 as of March 31, 2021 and December 31, 2020, respectively)

 

375,723

 

366,301

Non‑Control/Non‑Affiliate investments (cost: $1,281,784 and $1,268,740 as of March 31, 2021 and December 31, 2020, respectively)

 

1,231,444

 

1,204,840

Total investments (cost: $2,597,735 and $2,516,709 as of March 31, 2021 and December 31, 2020, respectively)

 

2,800,131

 

2,684,866

Cash and cash equivalents

 

65,001

 

31,919

Interest receivable and other assets

 

45,012

 

49,761

Deferred financing costs (net of accumulated amortization of $8,734 and $8,477 as of March 31, 2021 and December 31, 2020, respectively)

 

2,561

 

2,818

Total assets

$

2,912,705

$

2,769,364

LIABILITIES

 

 

Credit facility

$

87,000

$

269,000

SBIC debentures (par: $290,000 and $309,800 as of March 31, 2021 and December 31, 2020, respectively)

 

283,948

 

303,972

5.20% Notes due 2024 (par: $450,000 as of both March 31, 2021 and December 31, 2020)

 

451,681

 

451,817

4.50% Notes due 2022 (par: $185,000 as of both March 31, 2021 and December 31, 2020)

 

183,988

 

183,836

3.00% Notes due 2026 (par: $300,000 as of March 31, 2021)

 

294,948

 

Accounts payable and other liabilities

 

20,134

 

20,833

Payable for securities purchased

 

18,992

 

Interest payable

 

15,268

 

8,658

Dividend payable

 

13,942

 

13,889

Deferred tax liability, net

 

2,640

 

2,592

Total liabilities

 

1,372,541

 

1,254,597

Commitments and contingencies (Note K)

 

 

NET ASSETS

 

 

Common stock, $0.01 par value per share (150,000,000 shares authorized; 68,000,898 and 67,674,853 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively)

 

680

 

677

Additional paid‑in capital

 

1,625,881

 

1,615,940

Total undistributed (overdistributed) earnings

 

(86,397)

 

(101,850)

Total net assets

 

1,540,164

 

1,514,767

Total liabilities and net assets

$

2,912,705

$

2,769,364

NET ASSET VALUE PER SHARE

$

22.65

$

22.35

The accompanying notes are an integral part of these consolidated financial statements

1


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Operations

(dollars in thousands, except shares and per share amounts)

(Unaudited)

Three Months Ended

    

March 31, 

    

2021

    

2020

    

INVESTMENT INCOME:

 

  

 

  

 

Interest, fee and dividend income:

 

  

 

  

 

Control investments

$

24,025

$

19,474

Affiliate investments

 

11,505

 

8,164

Non‑Control/Non‑Affiliate investments

 

27,277

 

28,512

Total investment income

 

62,807

 

56,150

EXPENSES:

 

 

Interest

 

(13,804)

 

(12,441)

Compensation

 

(6,318)

 

(2,498)

General and administrative

 

(2,975)

 

(3,473)

Share‑based compensation

 

(2,333)

 

(2,837)

Expenses allocated to the External Investment Manager

 

2,380

 

1,644

Total expenses

 

(23,050)

 

(19,605)

NET INVESTMENT INCOME

 

39,757

 

36,545

NET REALIZED GAIN (LOSS):

 

 

Control investments

 

(10,925)

 

(21,472)

Affiliate investments

 

(4,803)

 

(235)

Non‑Control/Non‑Affiliate investments

 

(2)

 

(158)

Realized loss on extinguishment of debt

 

 

(534)

Total net realized loss

 

(15,730)

 

(22,399)

NET UNREALIZED APPRECIATION (DEPRECIATION):

 

 

Control investments

 

14,261

 

(35,410)

Affiliate investments

 

6,417

 

(21,166)

Non‑Control/Non‑Affiliate investments

 

13,323

 

(137,732)

SBIC debentures

 

 

460

Total net unrealized appreciation (depreciation)

 

34,001

 

(193,848)

INCOME TAXES:

 

 

Federal and state income, excise and other taxes

 

(634)

 

294

Deferred taxes

 

(48)

 

7,970

Income tax benefit (provision)

 

(682)

 

8,264

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

$

57,346

$

(171,438)

NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED

$

0.58

$

0.57

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER
SHARE—BASIC AND DILUTED

$

0.84

$

(2.66)

WEIGHTED AVERAGE SHARES
OUTSTANDING—BASIC AND DILUTED

 

68,126,576

 

64,536,471

The accompanying notes are an integral part of these consolidated financial statements

2


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Changes in Net Assets

(dollars in thousands, except shares)

(Unaudited)

Total

Common Stock

Additional

Undistributed

Number of

Par

PaidIn

(Overdistributed)

Total Net

    

Shares

    

Value

    

Capital

    

Earnings

    

Asset Value

Balances at December 31, 2019

 

64,252,937

$

643

$

1,512,435

$

23,312

$

1,536,390

Public offering of common stock, net of offering costs

 

91,458

 

1

 

3,854

 

 

3,855

Share‑based compensation

 

 

 

2,837

 

 

2,837

Purchase of vested stock for employee payroll tax withholding

(851)

(29)

(29)

Dividend reinvestment

 

108,722

 

1

 

3,929

 

 

3,930

Amortization of directors’ deferred compensation

 

 

 

238

 

 

238

Issuance of restricted stock

 

10,383

 

 

 

 

Dividends to stockholders

 

 

 

93

 

(39,706)

 

(39,613)

Net decrease resulting from operations

 

 

 

 

(171,438)

 

(171,438)

Balances at March 31, 2020

 

64,462,649

$

645

$

1,523,357

$

(187,832)

$

1,336,170

Balances at December 31, 2020

 

67,762,032

$

677

$

1,615,940

$

(101,850)

$

1,514,767

Public offering of common stock, net of offering costs

117,388

 

2

 

3,626

 

 

3,628

Share‑based compensation

 

 

2,333

 

 

2,333

Purchase of vested stock for employee payroll tax withholding

(180)

 

 

(7)

 

 

(7)

Dividend reinvestment

106,651

 

1

 

3,698

 

 

3,699

Amortization of directors’ deferred compensation

 

 

195

 

 

195

Issuance of restricted stock

15,007

 

 

 

 

Dividends to stockholders

 

 

96

 

(41,893)

 

(41,797)

Net increase resulting from operations

 

 

-

 

57,346

 

57,346

Balances at March 31, 2021

68,000,898

$

680

$

1,625,881

$

(86,397)

$

1,540,164

The accompanying notes are an integral part of these consolidated financial statements

3


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Cash Flows

(dollars in thousands)

(Unaudited)

Three Months Ended

    

March 31, 

2021

   

2020

CASH FLOWS FROM OPERATING ACTIVITIES

Net increase (decrease) in net assets resulting from operations

$

57,346

$

(171,438)

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

Investments in portfolio companies

(208,186)

(138,608)

Proceeds from sales and repayments of debt investments in portfolio companies

121,027

157,027

Proceeds from sales and return of capital of equity investments in portfolio companies

13,920

3,180

Net unrealized (appreciation) depreciation

(34,001)

193,848

Net realized loss

15,730

22,399

Accretion of unearned income

(2,468)

(3,583)

Payment-in-kind interest

(2,389)

(591)

Cumulative dividends

(425)

(542)

Share-based compensation expense

2,333

2,837

Amortization of deferred financing costs

740

663

Deferred tax (benefit) provision

48

(7,970)

Changes in other assets and liabilities:

Interest receivable and other assets

4,096

5,914

Interest payable

6,610

4,019

Accounts payable and other liabilities

(504)

(6,990)

Deferred fees and other

1,172

1,198

Net cash provided by (used in) operating activities

(24,951)

61,363

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from public offering of common stock, net of offering costs

3,628

3,855

Proceeds from public offering of 3.00% Notes due 2026

300,000

-

Dividends paid

(38,045)

(35,639)

Proceeds from issuance of SBIC debentures

20,200

15,000

Repayments of SBIC debentures

(40,000)

(22,000)

Proceeds from credit facility

125,000

94,000

Repayments on credit facility

(307,000)

(117,000)

Debt issuance costs, net

(5,743)

(608)

Purchases of vested stock for employee payroll tax withholding

(7)

(29)

Net cash provided by (used in) financing activities

58,033

(62,421)

Net increase (decrease) in cash and cash equivalents

33,082

(1,058)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

31,919

55,246

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

65,001

$

54,188

Supplemental cash flow disclosures:

Interest paid

$

6,424

$

7,729

Taxes paid

$

(487)

$

1,466

Operating non-cash activities:

Right-of-use assets obtained in exchange for operating lease liabilities

$

-

$

5,240

Non-cash financing activities:

Shares issued pursuant to the DRIP

$

3,699

$

3,930

The accompanying notes are an integral part of these consolidated financial statements

4


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Control Investments (5)

ASC Interests, LLC

August 1, 2013

Recreational and Educational Shooting Facility

Secured Debt

13.00%

7/31/2022

1,750

1,720

1,720

Member Units

1,500

1,500

1,170

3,220

2,890

Analytical Systems Keco, LLC

August 16, 2019

Manufacturer of Liquid and Gas Analyzers

Secured Debt

12.00% (L+10.00%, Floor 2.00%)

8/16/2024

5,155

4,889

4,889

(9)

Preferred Member Units

3,200

3,200

2,730

Warrants

420

8/16/2029

316

-

(27)

8,405

7,619

ATS Workholding, LLC

(10)

March 10, 2014

Manufacturer of Machine Cutting Tools and Accessories

Secured Debt

5.00%

11/16/2021

4,942

4,784

3,184

(14)

Preferred Member Units

3,725,862

3,726

-

8,510

3,184

Project BarFly, LLC

(10)

August 31, 2015

Casual Restaurant Group

Secured Debt

7.00%

10/31/2024

711

711

711

Member Units

37

1,584

1,584

2,295

2,295

Bolder Panther Group, LLC

December 31, 2020

Consumer Goods and Fuel Retailer

Secured Debt

9.50% (L+8.00%, Floor 1.50%)

12/31/2025

500

500

500

(9)

Secured Debt

10.50% (L+9.00%, Floor 1.50%)

12/31/2025

27,500

27,239

27,239

(9)

Class A Preferred Member Units

14.00%

10,194

10,194

(8) (30)

Class B Preferred Member Units

140,000

8.00%

14,000

14,000

(8) (30)

51,933

51,933

Bond-Coat, Inc.

Casing and Tubing Coating Services

Common Stock

57,508

6,350

2,480

Brewer Crane Holdings, LLC

January 9, 2018

Provider of Crane Rental and Operating Services

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

1/9/2023

8,432

8,394

8,394

(9)

Preferred Member Units

2,950

4,280

5,490

(8)

12,674

13,884

5


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Bridge Capital Solutions Corporation

April 18, 2012

Financial Services and Cash Flow Solutions Provider

Secured Debt

13.00%

12/11/2024

8,813

8,573

8,573

Warrants

82

7/25/2026

2,132

3,340

(27)

Secured Debt

13.00%

12/11/2024

1,000

999

999

(30)

Preferred Member Units

17,742

1,000

1,000

(8) (30)

12,704

13,912

Café Brazil, LLC

April 20, 2004

Casual Restaurant Group

Member Units

1,233

1,742

2,260

California Splendor Holdings LLC

March 30, 2018

Processor of Frozen Fruits

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

3/30/2023

2,500

2,423

2,423

(9)

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

3/30/2023

28,000

27,869

27,869

(9)

Preferred Member Units

6,725

8,565

8,565

(8)

Preferred Member Units

6,157

10,775

6,872

(8)

49,632

45,729

CBT Nuggets, LLC

June 1, 2006

Produces and Sells IT Training Certification Videos

Member Units

416

1,300

46,080

(8)

Centre Technologies Holdings, LLC

January 4, 2019

Provider of IT Hardware Services and Software Solutions

Secured Debt

12.00% (L+10.00%, Floor 2.00%)

1/4/2024

9,875

9,813

9,813

(9)

Preferred Member Units

12,696

5,840

6,160

15,653

15,973

Chamberlin Holding LLC

February 26, 2018

Roofing and Waterproofing Specialty Contractor

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

2/26/2023

15,212

15,144

15,212

(9)

Member Units

4,347

11,440

28,280

(8)

Member Units

1,047,146

1,322

1,330

(8) (30)

27,906

44,822

Charps, LLC

February 3, 2017

Pipeline Maintenance and Construction

Unsecured Debt

10.00% (8.67% Cash, 1.33% PIK)

1/31/2024

8,978

7,364

7,718

(19)

Preferred Member Units

1,600

400

11,320

(8)

7,764

19,038

6


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Clad-Rex Steel, LLC

December 20, 2016

Specialty Manufacturer of Vinyl-Clad Metal

Secured Debt

10.50% (L+9.50%, Floor 1.00%)

1/15/2024

10,880

10,773

10,773

(9)

Member Units

717

7,280

8,610

(8)

Secured Debt

10.00%

12/20/2036

1,103

1,093

1,093

(30)

Member Units

800

210

530

(30)

19,356

21,006

CMS Minerals Investments

January 30, 2015

Oil & Gas Exploration & Production

(8)

Member Units

100

2,142

1,767

(30)

Cody Pools, Inc.

March 6, 2020

Designer of Residential and Commercial Pools

Secured Debt

12.25% (L+10.50%, Floor 1.75%)

3/6/2025

14,016

13,899

14,016

(9)

Preferred Member Units

587

8,317

18,870

22,216

32,886

Colonial Electric Company LLC

March 31, 2021

Provider of Electrical Contracting Services

Secured Debt

12.00%

3/31/2026

25,200

24,948

24,948

Preferred Member Units

17,280

7,680

7,680

32,628

32,628

CompareNetworks Topco, LLC

January 29, 2019

Internet Publishing and Web Search Portals

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

1/29/2024

7,954

7,913

7,954

(9)

Preferred Member Units

1,975

1,975

8,310

(8)

9,888

16,264

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

LP Interests (CTMH, LP)

39%

710

710

(31)

Datacom, LLC

May 30, 2014

Technology and Telecommunications Provider

Secured Debt

5.00%

12/31/2025

8,973

8,037

8,037

Preferred Member Units

9,000

2,610

2,610

10,647

10,647

Digital Products Holdings LLC

April 1, 2018

Designer and Distributor of Consumer Electronics

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

4/1/2023

17,843

17,758

17,758

(9)

Preferred Member Units

3,857

9,501

9,835

(8)

27,259

27,593

7


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Direct Marketing Solutions, Inc.

February 13, 2018

Provider of Omni-Channel Direct Marketing Services

Secured Debt

12.00% (L+11.00%, Floor 1.00%)

2/13/2023

15,090

15,015

15,015

(9)

Preferred Stock

8,400

8,400

17,820

23,415

32,835

Gamber-Johnson Holdings, LLC ("GJH")

June 24, 2016

Manufacturer of Ruggedized Computer Mounting Systems

Secured Debt

9.00% (L+7.00%, Floor 2.00%)

6/24/2021

20,638

20,623

20,638

(9)

Member Units

9,042

17,692

55,250

(8)

38,315

75,888

Garreco, LLC

July 15, 2013

Manufacturer and Supplier of Dental Products

Secured Debt

9.00% (L+8.00%, Floor 1.00%, Ceiling 1.50%)

7/31/2022

4,519

4,519

4,519

(9)

Member Units

1,200

1,200

1,670

5,719

6,189

GRT Rubber Technologies LLC ("GRT")

December 19, 2014

Manufacturer of Engineered Rubber Products

Secured Debt

7.12% (L+7.00%)

12/31/2023

16,775

16,775

16,775

Member Units

5,879

13,065

44,900

(8)

29,840

61,675

Gulf Manufacturing, LLC

August 31, 2007

Manufacturer of Specialty Fabricated Industrial Piping Products

Member Units

438

2,980

4,650

(8)

Gulf Publishing Holdings, LLC

April 29, 2016

Energy Industry Focused Media and Publishing

Secured Debt

10.50% (5.25% Cash, 5.25% PIK) (L+9.50%, Floor 1.00%)

9/30/2020

253

253

253

(9) (17) (19)

Secured Debt

12.50% (6.25% Cash, 6.25% PIK)

4/29/2021

13,353

13,350

12,259

(19)

Member Units

3,681

3,681

-

17,284

12,512

Harris Preston Fund Investments

(12) (13)

October 1, 2017

Investment Partnership

LP Interests (2717 MH, L.P.)

49%

2,646

2,684

(31)

LP Interests (2717 HPP-MS, L.P.)

49%

250

250

(31)

2,896

2,934

Harrison Hydra-Gen, Ltd.

June 4, 2010

Manufacturer of Hydraulic Generators

Common Stock

107,456

718

5,320

8


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Jensen Jewelers of Idaho, LLC

November 14, 2006

Retail Jewelry Store

Secured Debt

10.00% (Prime+6.75%, Floor 2.00%)

11/14/2023

3,250

3,227

3,250

(9)

Member Units

627

811

8,320

(8)

4,038

11,570

J&J Services, Inc.

October 31, 2019

Provider of Dumpster and Portable Toilet Rental Services

Secured Debt

11.50%

10/31/2024

12,800

12,702

12,800

Preferred Stock

2,814

7,085

12,680

19,787

25,480

KBK Industries, LLC

January 23, 2006

Manufacturer of Specialty Oilfield and Industrial Products

Member Units

325

783

13,200

(8)

Kickhaefer Manufacturing Company, LLC

October 31, 2018

Precision Metal Parts Manufacturing

Secured Debt

11.50%

10/31/2023

22,415

22,280

22,280

Member Units

581

12,240

12,240

Secured Debt

9.00%

10/31/2048

3,940

3,901

3,901

Member Units

800

992

1,160

(8) (30)

39,413

39,581

Market Force Information, LLC

July 28, 2017

Provider of Customer Experience Management Services

Secured Debt

12.00% (L+11.00%, Floor 1.00%)

7/28/2023

3,150

3,150

3,150

(9)

Secured Debt

12.00% PIK

7/28/2023

26,079

25,952

13,268

(14) (19)

Member Units

743,921

16,642

-

45,744

16,418

MH Corbin Holding LLC

August 31, 2015

Manufacturer and Distributor of Traffic Safety Products

Secured Debt

13.00% (10.00% Cash, 3.00% PIK)

3/31/2022

8,490

8,456

8,208

(19)

Preferred Member Units

66,000

4,400

1,200

Preferred Member Units

4,000

6,000

-

18,856

9,408

MSC Adviser I, LLC

(16)

November 22, 2013

Third Party Investment
Advisory Services

Member Units

100%

29,500

117,220

(8) (31)

MS Private Loan Fund I, LP

(12)

January 26, 2021

Investment Partnership

Unsecured Debt

5.00%

6/30/2022

8,422

8,422

8,422

LP Interests

11.6%

142

142

8,564

8,564

MSC Income Fund Inc.

(12) (13)

January 28, 2021

Non-listed Business Development Company

Unsecured Debt

5.00%

1/28/2026

40,000

39,612

39,822

9


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Mystic Logistics Holdings, LLC

August 18, 2014

Logistics and Distribution Services Provider for Large Volume Mailers

Secured Debt

12.00%

1/17/2022

6,733

6,725

6,725

Common Stock

5,873

2,720

7,280

(8)

9,445

14,005

NAPCO Precast, LLC

January 31, 2008

Precast Concrete Manufacturing

Member Units

2,955

2,975

15,570

(8)

Nebraska Vet AcquireCo, LLC (NVS)

December 31, 2020

Mixed-Animal Veterinary and Animal Health Product Provider

Secured Debt

12.00%

12/31/2025

10,500

10,400

10,400

Preferred Member Units

6,500

6,500

6,500

16,900

16,900

NexRev LLC

February 28, 2018

Provider of Energy Efficiency Products & Services

Secured Debt

11.00%

2/28/2023

16,879

16,807

16,696

Preferred Member Units

86,400,000

6,880

3,280

(8)

23,687

19,976

NRI Clinical Research, LLC

September 8, 2011

Clinical Research Service Provider

Secured Debt

9.00%

6/8/2022

5,620

5,580

5,620

Warrants

251,723

6/8/2027

252

1,530

(27)

Member Units

1,454,167

765

5,750

(8)

6,597

12,900

NRP Jones, LLC

December 22, 2011

Manufacturer of Hoses, Fittings and Assemblies

Secured Debt

12.00%

3/20/2023

2,080

2,080

2,080

Member Units

65,962

3,717

3,240

(8)

5,797

5,320

NuStep, LLC

January 31, 2017

Designer, Manufacturer and Distributor of Fitness Equipment

Secured Debt

12.00%

1/31/2022

17,240

17,203

17,203

Preferred Member Units

406

10,200

11,390

27,403

28,593

OMi Holdings, Inc.

April 1, 2008

Manufacturer of Overhead Cranes

Common Stock

1,500

1,080

18,830

(8)

Pearl Meyer Topco LLC

April 27, 2020

Provider of Executive Compensation Consulting Services

Secured Debt

12.00%

4/27/2025

36,013

35,715

35,715

Member Units

13,800

13,000

15,940

(8)

48,715

51,655

10


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Pegasus Research Group, LLC

January 6, 2011

Provider of Telemarketing and Data Services

Member Units

460

1,290

8,270

(8)

PPL RVs, Inc.

June 10, 2010

Recreational Vehicle Dealer

Secured Debt

7.50% (L+7.00%, Floor 0.50%)

11/15/2022

11,655

11,594

11,612

(9)

Common Stock

2,000

2,150

12,330

(8)

13,744

23,942

Principle Environmental, LLC (d/b/a TruHorizon Environmental Solutions)

February 1, 2011

Noise Abatement Service Provider

Secured Debt

13.00%

4/30/2023

6,397

6,340

6,340

Preferred Member Units

19,631

4,600

10,380

(8)

Common Stock

1,037

1,200

840

12,140

17,560

Quality Lease Service, LLC

June 8, 2015

Provider of Rigsite Accommodation Unit Rentals and Related Services

Member Units

1,000

10,663

3,882

River Aggregates, LLC

March 30, 2011

Processor of Construction Aggregates

Member Units

1,500

369

3,240

(30)

Tedder Industries, LLC

August 31, 2018

Manufacturer of Firearm Holsters and Accessories

Secured Debt

12.00%

8/31/2023

14,800

14,718

14,718

Preferred Member Units

479

8,136

8,136

22,854

22,854

Trantech Radiator Topco, LLC

May 31, 2019

Transformer Cooling Products and Services

Secured Debt

12.00%

5/31/2024

8,720

8,649

8,649

Common Stock

615

4,655

5,690

(8)

13,304

14,339

UnionRock Energy Fund II, LP

(12) (13)

June 15, 2020

Oil & Gas Exploration & Production

LP Interests

49.6%

4,267

4,788

(31)

Vision Interests, Inc.

June 5, 2007

Manufacturer / Installer of Commercial Signage

Secured Debt

13.00%

9/30/2019

2,028

2,028

2,028

(17)

Series A Preferred Stock

3,000,000

3,000

3,000

5,028

5,028

11


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Ziegler's NYPD, LLC

October 1, 2008

Casual Restaurant Group

Secured Debt

6.50%

10/1/2022

1,000

1,000

1,000

Secured Debt

12.00%

10/1/2022

625

625

625

Secured Debt

14.00%

10/1/2022

2,750

2,750

2,750

Warrants

587

10/1/2025

600

-

(27)

Preferred Member Units

10,072

2,833

2,071

7,808

6,446

Subtotal Control Investments (77.4% of net assets at fair value)

$

896,464

$

1,192,964

12


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Affiliate Investments (6)

AAC Holdings, Inc.

(11)

June 30, 2017

Substance Abuse Treatment Service Provider

Secured Debt

18.00% (10.00% Cash, 8.00% PIK)

6/25/2025

9,596

9,386

9,548

(19)

Common Stock

593,928

3,148

1,930

Warrants

554,353

12/11/2025

-

1,802

(27)

12,534

13,280

AFG Capital Group, LLC

November 7, 2014

Provider of Rent-to-Own Financing Solutions and Services

Secured Debt

10.00%

5/25/2022

404

404

404

Preferred Member Units

186

1,200

6,320

1,604

6,724

American Trailer Rental Group LLC

June 7, 2017

Provider of Short-term Trailer and Container Rental

Member Units

73,493

8,596

17,880

(30)

BBB Tank Services, LLC

April 8, 2016

Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market

Unsecured Debt

12.00% (L+11.00%, Floor 1.00%)

4/8/2021

4,800

4,793

4,742

(9)

Preferred Stock (non-voting)

15.00% PIK

157

157

(8) (19)

Member Units

800,000

800

280

5,750

5,179

Boccella Precast Products LLC

June 30, 2017

Manufacturer of Precast Hollow Core Concrete

Member Units

2,160,000

2,256

5,750

(8)

Buca C, LLC

June 30, 2015

Casual Restaurant Group

Secured Debt

10.25% (2.56% Cash, 7.69% PIK) (L+9.25%, Floor 1.00%)

6/30/2020

19,004

19,004

13,883

(9) (17) (19)

Preferred Member Units

6

6.00% PIK

4,770

-

(19)

23,774

13,883

CAI Software LLC

October 10, 2014

Provider of Specialized Enterprise Resource Planning Software

Secured Debt

12.50%

12/7/2023

44,121

43,827

44,121

Member Units

77,960

2,095

7,600

45,922

51,721

Chandler Signs Holdings, LLC

(10)

January 4, 2016

Sign Manufacturer

Class A Units

1,500,000

1,500

1,040

Charlotte Russe, Inc

(11)

May 28, 2013

Fast-Fashion Retailer to Young Women

Common Stock

19,041

3,141

-

13


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Classic H&G Holdings, LLC

March 12, 2020

Provider of Engineered Packaging Solutions

Secured Debt

12.00%

3/12/2025

24,800

24,593

24,800

Preferred Member Units

154

5,760

11,180

(8)

30,353

35,980

Congruent Credit Opportunities Funds

(12) (13)

January 24, 2012

Investment Partnership

LP Interests (Congruent Credit Opportunities Fund
III, LP)

17.4%

11,741

11,540

(8) (31)

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

LP Interests (Copper Trail Energy Fund I, LP)

12.4%

2,161

1,843

(8) (31)

Dos Rios Partners

(12) (13)

April 25, 2013

Investment Partnership

LP Interests (Dos Rios Partners, LP)

20.2%

6,605

5,101

(31)

LP Interests (Dos Rios Partners - A, LP)

6.4%

2,097

1,620

(31)

8,702

6,721

East Teak Fine Hardwoods, Inc.

April 13, 2006

Distributor of Hardwood Products

Common Stock

6,250

480

300

EIG Fund Investments

(12) (13)

November 6, 2015

Investment Partnership

LP Interests (EIG Global Private Debt Fund-A, L.P.)

11.1%

659

446

(8) (31)

Freeport Financial Funds

(12) (13)

June 13, 2013

Investment Partnership

LP Interests (Freeport Financial SBIC Fund LP)

9.3%

5,974

5,264

(31)

LP Interests (Freeport First Lien Loan Fund III LP)

6.0%

9,387

8,923

(8) (31)

15,361

14,187

GFG Group, LLC.

March 31, 2021

Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers

Secured Debt

12.00%

3/31/2026

15,745

15,588

15,588

Preferred Member Units

226

4,900

4,900

20,488

20,488

Harris Preston Fund Investments

(12) (13)

August 9, 2017

Investment Partnership

LP Interests (HPEP 3, L.P.)

8.2%

3,445

3,632

(31)

14


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Hawk Ridge Systems, LLC

(13)

December 2, 2016

Value-Added Reseller of Engineering Design and Manufacturing Solutions

Secured Debt

10.00%

12/2/2023

18,400

18,374

18,400

Preferred Member Units

226

2,850

9,320

(8)

Preferred Member Units

226

150

490

(30)

21,374

28,210

Houston Plating and Coatings, LLC

January 8, 2003

Provider of Plating and Industrial Coating Services

Unsecured Convertible Debt

8.00%

5/1/2022

3,000

3,000

2,900

Member Units

322,297

2,352

4,250

(8)

5,352

7,150

I-45 SLF LLC

(12) (13)

October 20, 2015

Investment Partnership

Member Units (Fully diluted 20.0%; 24.40% profits
interest) (8)

20.00% Fully Diluted, 24.40% Profits Interest

18,200

14,428

(8) (31)

L.F. Manufacturing Holdings, LLC

(10)

December 23, 2013

Manufacturer of Fiberglass Products

Preferred Member Units (non-voting)

14.00% PIK

96

96

(8) (19)

Member Units

2,179,001

2,019

2,050

2,115

2,146

OnAsset Intelligence, Inc.

April 18, 2011

Provider of Transportation Monitoring / Tracking Products and Services

Secured Debt

12.00% PIK

6/30/2021

7,520

7,520

7,520

(19)

Unsecured Debt

10.00% PIK

6/30/2021

66

66

66

(19)

Preferred Stock

912

1,981

-

Warrants

5,333

4/18/2021

1,919

-

(27)

11,486

7,586

Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)

January 8, 2013

Provider of Rigsite Accommodation Unit Rentals and Related Services

Secured Debt

12.00%

1/8/2018

30,369

29,865

-

(14) (32)

Preferred Member Units

250

2,500

-

32,365

-

Salado Stone Holdings, LLC

(10)

June 27, 2016

Limestone and Sandstone Dimension Cut Stone Mining Quarries

Class A Preferred Units

2,000,000

2,000

1,020

(30)

Slick Innovations, LLC

September 13, 2018

Text Message Marketing Platform

Secured Debt

12.00%

9/13/2023

5,560

5,457

5,560

Common Stock

70,000

700

1,510

Warrants

18,084

9/13/2028

181

400

(27)

6,338

7,470

15


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

SI East, LLC

August 31, 2018

Rigid Industrial Packaging Manufacturing

Secured Debt

9.50%

8/31/2023

29,213

29,050

29,213

Preferred Member Units

157

6,000

10,160

(8)

35,050

39,373

Superior Rigging & Erecting Co.

August 31, 2020

Provider of Steel Erecting, Crane Rental & Rigging Services

Secured Debt

12.00%

8/31/2025

21,500

21,306

21,306

Preferred Member Units

1,571

4,500

4,500

25,806

25,806

UniTek Global Services, Inc.

(11)

April 15, 2011

Provider of Outsourced Infrastructure Services

Secured Debt

7.50% (L+6.50% Floor 1.00%)

8/20/2024

2,315

2,298

2,098

(9)

Secured Debt

15.00% PIK

2/20/2025

1,092

1,092

1,091

(19)

Preferred Stock

1,133,102

20.00% PIK

1,513

2,833

(8) (19)

Preferred Stock

1,521,122

20.00% PIK

2,188

395

(8) (19)

Preferred Stock

2,281,682

19.00% PIK

3,667

-

(19)

Preferred Stock

4,336,866

13.50% PIK

7,924

-

(19)

Common Stock

945,507

-

-

18,682

6,417

Universal Wellhead Services Holdings, LLC

(10)

October 30, 2014

Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry

Preferred Member Units

716,949

14.00% PIK

1,032

-

(19) (30)

Member Units

4,000,000

4,000

-

(30)

5,032

-

Volusion, LLC

January 26, 2015

Provider of Online Software-as-a-Service eCommerce Solutions

Secured Debt

11.50%

1/26/2020

20,234

20,234

19,243

(17)

Unsecured Convertible Debt

8.00%

11/16/2023

409

410

291

Preferred Member Units

4,876,670

14,000

5,989

Warrants

1,831,355

1/26/2025

2,576

-

(27)

37,220

25,523

Subtotal Affiliate Investments (24.4% of net assets at fair value)

$

419,487

$

375,723

16


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Non-Control/Non-Affiliate Investments (7)

Acousti Engineering Company of Florida, Inc.

(10)

November 2, 2020

Interior Subcontractor Providing Acoustical Walls and Ceilings

Secured Debt

10.00% (L+8.50%, Floor 1.50%)

10/31/2025

11,743

11,620

11,620

(9)

Adams Publishing Group, LLC

(10)

November 19, 2015

Local Newspaper Operator

Secured Debt

8.75% (L+7.00%, Floor 1.75%)

7/3/2023

5,644

5,538

5,599

(9)

ADS Tactical, Inc.

(11)

March 7, 2017

Value-Added Logistics and Supply Chain Provider to the Defense Industry

Secured Debt

6.75% (L+5.75%, Floor 1.00%)

3/19/2026

6,538

6,408

6,506

Affordable Care Holding Corp.

(10)

May 9, 2019

Dental Support Organization

Secured Debt

5.75% (L+4.75%, Floor 1.00%)

10/22/2022

14,209

14,052

13,995

(9)

American Nuts, LLC

(10)

April 10, 2018

Roaster, Mixer and Packager of Bulk Nuts and Seeds

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

4/10/2023

12,102

11,943

12,102

(9)

American Teleconferencing Services, Ltd.

(11)

May 19, 2016

Provider of Audio Conferencing and Video Collaboration Solutions

Secured Debt

7.50% (L+6.50%, Floor 1.00%)

6/8/2023

17,358

16,695

9,221

(9)

Arcus Hunting LLC

(10)

January 6, 2015

Manufacturer of Bowhunting and Archery Products and Accessories

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

3/31/2022

11,009

10,879

11,009

(9)

Arrow International, Inc

(10)

December 21, 2020

Manufacturer and Distributor of Charitable Gaming Supplies

Secured Debt

9.23% (L+7.98%, Floor 1.25%)

12/21/2025

9,000

8,914

8,914

(9) (23)

ATX Networks Corp.

(11) (13) (21)

June 30, 2015

Provider of Radio Frequency Management Equipment

Secured Debt

8.75% (7.25% Cash, 1.50% PIK) (1.50% PIK + L+6.25%, Floor 1.00%)

12/31/2023

13,453

13,422

12,309

(9) (19)

ASC Ortho Management Company, LLC

(10)

August 31, 2018

Provider of Orthopedic Services

Secured Debt

8.50% (L+7.50%, Floor 1.00%)

8/31/2023

5,177

5,123

5,125

(9)

Secured Debt

13.25% PIK

12/1/2023

2,186

2,164

2,186

(19)

7,287

7,311

17


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Berry Aviation, Inc.

(10)

July 6, 2018

Charter Airline Services

Secured Debt

12.00% (10.50% Cash, 1.5% PIK)

1/6/2024

4,641

4,614

4,641

(19)

Preferred Member Units

122,416

16.00% PIK

151

151

(8) (19) (30)

Preferred Member Units

1,548,387

8.00% PIK

1,671

1,438

(19) (30)

6,436

6,230

BLST Operating Company, LLC.

(11)

December 19, 2013

Multi-Channel Retailer of General Merchandise

Secured Debt

10.00% (L+8.50%, Floor 1.50%)

8/28/2025

5,879

5,879

5,408

(9)

Common Stock

653,184

-

297

Warrants

70,000

8/28/2030

-

32

(27)

5,879

5,737

BigName Commerce, LLC

(10)

May 11, 2017

Provider of Envelopes and Complimentary Stationery Products

Secured Debt

8.25% (L+7.25%, Floor 1.00%)

5/11/2022

1,993

1,986

1,993

(9)

Binswanger Enterprises, LLC

(10)

March 10, 2017

Glass Repair and Installation Service Provider

Secured Debt

9.50% (L+8.50%, Floor 1.00%)

3/9/2022

12,958

12,831

12,958

(9)

Member Units

1,050,000

1,050

730

13,881

13,688

Brainworks Software, LLC

(10)

August 12, 2014

Advertising Sales and Newspaper Circulation Software

Secured Debt

12.50% (Prime+9.25%, Floor 3.25%)

7/22/2019

7,817

7,817

5,542

(9) (14) (17)

Brightwood Capital Fund Investments

(12) (13)

July 21, 2014

Investment Partnership

LP Interests (Brightwood Capital Fund III, LP)

1.6%

9,000

6,200

(8) (31)

LP Interests (Brightwood Capital Fund IV, LP)

0.6%

4,500

4,500

(8) (31)

13,500

10,700

Cadence Aerospace LLC

(10)

November 14, 2017

Aerostructure Manufacturing

Secured Debt

9.50% (4.25% Cash, 5.25% PIK) (5.25% PIK + L+3.25%, Floor 1.00%)

11/14/2023

28,061

27,858

25,761

(9) (19)

18


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

California Pizza Kitchen, Inc.

(11)

August 29, 2016

Casual Restaurant Group

Secured Debt

11.50% (L+10.00%, Floor 1.50%)

11/23/2024

7,700

7,314

7,690

(9)

Secured Debt

13.50% (1.00% Cash, 12.50% PIK) (1.00% Cash, L+11.00% PIK, Floor 1.50%)

11/23/2024

2,770

2,708

2,756

(9) (19)

Secured Debt

15.00% (1.00% Cash, 14.00% PIK) (1.00% Cash, L+12.50% PIK, Floor 1.50%)

5/23/2025

2,371

2,371

2,318

(9) (19)

Common Stock

169,088

949

3,847

13,342

16,611

Central Security Group, Inc.

(11)

December 4, 2017

Security Alarm Monitoring Service Provider

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

10/16/2025

6,874

6,874

6,370

(9)

Common Stock

329,084

1,481

1,399

8,355

7,769

Cenveo Corporation

(11)

September 4, 2015

Provider of Digital Marketing Agency Services

Secured Debt

10.50% (L+9.50%, Floor 1.00%)

6/7/2023

5,250

5,141

5,200

(9)

Common Stock

177,130

5,309

2,362

10,450

7,562

Chisholm Energy Holdings, LLC

(10)

May 15, 2019

Oil & Gas Exploration & Production

Secured Debt

7.75% (L+6.25%, Floor 1.50%)

5/15/2026

2,857

2,797

2,573

(9)

Clarius BIGS, LLC

(10)

September 23, 2014

Prints & Advertising Film Financing

Secured Debt

15.00% PIK

1/5/2015

2,832

2,832

31

(14) (17) (19)

Clickbooth.com, LLC

(10)

December 5, 2017

Provider of Digital Advertising Performance Marketing Solutions

Secured Debt

9.50% (L+8.50%, Floor 1.00%)

1/31/2025

7,800

7,712

7,800

(9)

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

LP Interests (CTEF I, LP)

375

-

67

Corel Corporation

(11) (13) (21)

July 24, 2019

Publisher of Desktop and Cloud-based Software

Secured Debt

5.19% (L+5.00%)

7/2/2026

23,191

22,364

23,121

Darr Equipment LP

(10)

April 15, 2014

Heavy Equipment Dealer

Secured Debt

12.50% (11.50% Cash, 1.00% PIK)

6/22/2023

5,974

5,974

5,974

(19)

Warrants

915,734

12/23/2023

474

-

(29)

6,448

5,974

19


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Digital River, Inc.

(11)

February 24, 2015

Provider of Outsourced e-Commerce Solutions and Services

Secured Debt

8.00% (L+7.00%, Floor 1.00%)

2/12/2023

13,628

13,308

13,560

(9)

DTE Enterprises, LLC

(10)

April 13, 2018

Industrial Powertrain Repair and Services

Secured Debt

10.00% (L+8.50%, Floor 1.50%)

4/13/2023

9,324

9,224

8,928

(9)

Class AA Preferred Member Units (non-voting)

10.00% PIK

974

974

(8) (19)

Class A Preferred Member Units

776,316

776

800

10,974

10,702

Dynamic Communities, LLC

(10)

July 17, 2018

Developer of Business Events and Online Community Groups

Secured Debt

12.50% (6.25% Cash, 6.25% PIK) (L+11.50%, Floor 1.00%)

7/17/2023

5,530

5,472

5,221

(9) (19)

Eastern Wholesale Fence LLC

(10)

November 19, 2020

Manufacturer and Distributor of Residential and Commercial Fencing Solutions

Secured Debt

7.50%, (L+6.50%, Floor 1.00%)

10/30/2025

12,911

12,628

12,628

(9)

Echo US Holdings, LLC.

(10)

November 12, 2019

Developer and Manufacturer of PVC and Polypropylene Materials

Secured Debt

7.88% (L+6.25%, Floor 1.63%)

10/25/2024

22,190

22,096

22,190

(9)

Electronic Transaction Consultants, LLC

(10)

July 24, 2020

Technology Service Provider for Toll Road and Infrastructure Operators

Secured Debt

8.50% (L+7.50%, Floor 1.00%)

7/24/2025

10,000

9,837

9,992

(9)

EnCap Energy Fund Investments

(12) (13)

December 28, 2010

Investment Partnership

LP Interests (EnCap Energy Capital Fund VIII, L.P.)

0.1%

3,813

1,107

(31)

LP Interests (EnCap Energy Capital Fund VIII Co-
Investors, L.P.)

0.4%

2,097

528

(31)

LP Interests (EnCap Energy Capital Fund IX, L.P.)

0.1%

4,336

1,624

(8) (31)

LP Interests (EnCap Energy

0.1%

8,773

6,778

(8) (31)

20


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Capital Fund X, L.P.)

LP Interests (EnCap Flatrock Midstream Fund II, L.P.)

0.8%

6,712

2,552

(8) (31)

LP Interests (EnCap Flatrock Midstream Fund III, L.P.)

0.2%

6,949

6,019

(8) (31)

32,680

18,608

Encino Acquisition Partners Holdings, Inc.

(11)

November 16, 2018

Oil & Gas Exploration & Production

Secured Debt

7.75% (L+6.75%, Floor 1.00%)

10/29/2025

9,000

8,935

8,411

(9)

EPIC Y-Grade Services, LP

(11)

June 22, 2018

NGL Transportation & Storage

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

6/30/2027

6,944

6,858

6,042

(9)

Flip Electronics LLC

(10)

January 4, 2021

Distributor of Hard-to-Find and Obsolete Electronic Components

Secured Debt

9.17% (L+8.09%, Floor 1.00%)

1/5/2026

5,400

5,287

5,287

(33)

Fortna, Inc.

(10)

July 23, 2019

Process, Physical Distribution and Logistics Consulting Services

Secured Debt

5.11% (L+5.00%)

4/8/2025

7,654

7,547

7,564

Fuse, LLC

(11)

June 30, 2019

Cable Networks Operator

Secured Debt

0.12

6/28/2024

1,810

1,810

1,472

Common Stock

10,429

256

-

2,066

1,472

GeoStabilization International (GSI)

(11)

December 31, 2018

Geohazard Engineering Services & Maintenance

Secured Debt

5.36% (L+5.25%)

12/19/2025

11,195

11,112

11,167

Gexpro Services

(10)

February 24, 2020

Distributor of Industrial and Specialty Parts

Secured Debt

8.00% (L+6.50%, Floor 1.50%)

2/24/2025

29,106

28,649

28,910

(9)

GoWireless Holdings, Inc.

(11)

December 31, 2017

Provider of Wireless Telecommunications Carrier Services

Secured Debt

7.50% (L+6.50%, Floor 1.00%)

12/22/2024

16,862

16,744

16,841

(9)

Grupo Hima San Pablo, Inc.

(11)

March 7, 2013

Tertiary Care Hospitals

Secured Debt

9.25% (L+7.00%, Floor 1.50%)

4/30/2019

4,504

4,504

2,730

(9) (17)

Secured Debt

0.1375

10/15/2018

2,055

2,040

49

(17)

6,544

2,779

GS HVAM Intermediate, LLC

(10)

October 18, 2019

Specialized Food Distributor

Secured Debt

6.75% (L+5.75%, Floor 1.00%)

10/2/2024

11,889

11,794

11,849

(9)

21


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

HDC/HW Intermediate Holdings

(10)

December 21, 2018

Managed Services and Hosting Provider

Secured Debt

8.50% (L+7.50%, Floor 1.00%)

12/21/2023

3,466

3,424

3,355

(9)

Heartland Dental, LLC

(10)

September 9, 2020

Dental Support Organization

Secured Debt

7.50% (L+6.50%, Floor 1.00%)

4/30/2025

14,925

14,523

15,037

(9)

Hunter Defense Technologies, Inc.

(10)

March 29, 2018

Provider of Military and Commercial Shelters and Systems

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

3/29/2023

34,739

34,362

34,739

(9)

HW Temps LLC

July 2, 2015

Temporary Staffing Solutions

Secured Debt

8.00%

3/29/2023

9,681

9,590

8,886

Hyperion Materials & Technologies, Inc.

(11) (13)

September 12, 2019

Manufacturer of Cutting and Machine Tools & Specialty Polishing Compounds

Secured Debt

6.50% (L+5.50%, Floor 1.00%)

8/28/2026

22,219

21,852

22,163

(9)

Ian, Evan & Alexander Corporation (EverWatch)

(10)

July 31, 2020

Cybersecurity, Software and Data Analytics provider to the Intelligence Community

Secured Debt

9.50% (L+8.50%, Floor 1.00%)

7/31/2025

16,113

15,765

16,055

(9)

Implus Footcare, LLC

(10)

June 1, 2017

Provider of Footwear and Related Accessories

Secured Debt

8.75% (L+7.75%, Floor 1.00%)

4/30/2024

18,843

18,545

17,283

(9)

Independent Pet Partners Intermediate Holdings, LLC

(10)

November 20, 2018

Omnichannel Retailer of Specialty Pet Products

Secured Debt

6.20% PIK (L+6.00% PIK)

12/22/2022

6,306

6,306

6,306

(19)

Secured Debt

6.00% PIK

11/20/2023

17,099

15,651

15,651

(19)

Preferred Stock (non-voting)

3,235

3,235

Preferred Stock (non-voting)

-

-

Member Units

1,558,333

1,558

-

26,750

25,192

Industrial Services Acquisition, LLC

(10)

June 17, 2016

Industrial Cleaning Services

Unsecured Debt

13.00% (6.00% Cash, 7.00% PIK)

12/17/2022

5,722

5,683

5,722

(19)

Preferred Member Units

144

10.00% PIK

114

147

(8) (19) (30)

Preferred Member Units

80

20.00% PIK

73

85

(8) (19) (30)

Member Units

900

900

690

(30)

6,770

6,644

Inn of the Mountain Gods Resort and Casino

(11)

October 30, 2013

Hotel & Casino Owner & Operator

Secured Debt

0.0925

11/30/2023

6,677

6,677

6,577

22


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Interface Security Systems, L.L.C

(10)

August 7, 2019

Commercial Security & Alarm Services

Secured Debt

9.75% (8.75% Cash, 1.00% PIK) (1.00% PIK + L+7.00%, Floor 1.75%)

8/7/2023

7,276

7,184

7,276

(9) (19)

Intermedia Holdings, Inc.

(11)

August 3, 2018

Unified Communications as a Service

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

7/19/2025

20,839

20,759

20,885

(9)

Invincible Boat Company, LLC.

(10)

August 28, 2019

Manufacturer of Sport Fishing Boats

Secured Debt

8.00% (L+6.50%, Floor 1.50%)

8/28/2025

8,661

8,581

8,661

(9)

Isagenix International, LLC

(11)

June 21, 2018

Direct Marketer of Health & Wellness Products

Secured Debt

6.75% (L+5.75%, Floor 1.00%)

6/14/2025

5,469

5,440

4,127

(9)

Jackmont Hospitality, Inc.

(10)

May 26, 2015

Franchisee of Casual Dining Restaurants

Secured Debt

7.75% (L+6.75%, Floor 1.00%)

5/26/2021

3,954

3,953

3,158

(9)

Joerns Healthcare, LLC

(11)

April 3, 2013

Manufacturer and Distributor of Health Care Equipment & Supplies

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

8/21/2024

4,016

3,959

3,884

(9)

Common Stock

472,579

4,429

2,240

8,388

6,124

Kemp Technologies Inc.

(10)

June 27, 2019

Provider of Application Delivery Controllers

Secured Debt

7.50% (L+6.50%, Floor 1.00%)

3/29/2024

16,347

16,084

16,347

(9)

Common Stock

903,225

1,395

1,395

17,479

17,742

Klein Hersh, LLC

(10)

November 13, 2020

Executive and C-Suite Placement for the Life Sciences and Healthcare Industries

Secured Debt

8.75% (L+8.00%, Floor 0.75%)

11/13/2025

32,094

31,299

31,299

(9)

Kore Wireless Group Inc.

(11)

December 31, 2018

Mission Critical Software Platform

Secured Debt

5.70% (L+5.50%)

12/20/2024

19,041

18,959

19,018

Larchmont Resources, LLC

(11)

August 13, 2013

Oil & Gas Exploration & Production

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

8/9/2021

2,231

2,231

1,015

(9)

Member Units

2,828

353

113

(30)

2,584

1,128

Laredo Energy VI, LP

(10)

January 15, 2019

Oil & Gas Exploration & Production

Member Units

1,155,952

11,560

10,118

23


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Lightbox Holdings, L.P.

(11)

May 23, 2019

Provider of Commercial Real Estate Software

Secured Debt

5.20% (L+5.00%)

5/9/2026

14,738

14,554

14,590

LKCM Headwater Investments I, L.P.

(12) (13)

January 25, 2013

Investment Partnership

LP Interests

2.3%

1,746

3,214

(31)

LL Management, Inc.

(10)

May 2, 2019

Medical Transportation Service Provider

Secured Debt

8.25% (L+7.25%, Floor 1.00%)

9/25/2023

17,525

17,349

17,525

(9)

Logix Acquisition Company, LLC

(10)

June 24, 2016

Competitive Local Exchange Carrier

Secured Debt

6.75% (L+5.75%, Floor 1.00%)

12/22/2024

26,061

24,559

25,149

(9)

Looking Glass Investments, LLC

(12) (13)

July 1, 2015

Specialty Consumer
Finance

Member Units

3

125

25

Lulu's Fashion Lounge, LLC

(10)

August 31, 2017

Fast Fashion E-Commerce Retailer

Secured Debt

10.50% (8.00% Cash, 2.50% PIK) (2.50% PIK + L+7.00%, Floor 1.00%)

8/28/2022

11,023

10,879

9,425

(9) (19)

Lynx FBO Operating LLC

(10)

September 30, 2019

Fixed Based Operator in the General Aviation Industry

Secured Debt

7.25% (L+5.75%, Floor 1.50%)

9/30/2024

13,589

13,360

13,589

(9)

Member Units

4,872

687

780

14,047

14,369

Mac Lean-Fogg Company

(10)

April 22, 2019

Manufacturer and Supplier for Auto and Power Markets

Secured Debt

5.63% (L+5.00%, Floor 0.625%)

12/22/2025

17,167

17,070

17,167

(9)

Preferred Stock

13.75% (4.50% Cash, 9.25% PIK)

1,863

1,863

1,863

(8) (19)

18,933

19,030

Mako Steel, LP

(10)

March 15, 2021

Self-Storage Design & Construction

Secured Debt

8.00% (L+7.25%, Floor 0.75%)

3/15/2026

16,977

16,596

16,596

MB2 Dental Solutions, LLC

(11)

January 28, 2021

Dental Partnership Organization

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

1/29/2027

8,322

8,167

8,167

Mills Fleet Farm Group, LLC

(10)

October 24, 2018

Omnichannel Retailer of Work, Farm and Lifestyle Merchandise

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

10/24/2024

15,079

14,826

14,839

(9)

NBG Acquisition Inc

(11)

April 28, 2017

Wholesaler of Home Décor Products

Secured Debt

6.50% (L+5.50%, Floor 1.00%)

4/26/2024

4,070

4,036

3,670

(9)

24


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

NinjaTrader, LLC

(10)

December 18, 2019

Operator of Futures Trading Platform

Secured Debt

8.25% (L+6.75%, Floor 1.50%)

12/18/2024

16,875

16,560

16,849

(9)

NNE Partners, LLC

(10)

March 2, 2017

Oil & Gas Exploration & Production

Secured Debt

9.44% (4.94% Cash, 4.50% PIK) (4.50% PIK + L+4.75%)

12/31/2023

23,946

23,844

21,769

(19)

Novetta Solutions, LLC

(11)

June 21, 2017

Provider of Advanced Analytics Solutions for Defense Agencies

Secured Debt

6.00% (L+5.00%, Floor 1.00%)

10/17/2022

22,851

22,605

22,809

(9)

Secured Debt

9.50% (L+8.50%, Floor 1.00%)

10/16/2023

1,069

1,069

1,070

23,674

23,879

NTM Acquisition Corp.

(11)

July 12, 2016

Provider of B2B Travel Information Content

Secured Debt

8.25% (7.25% Cash, 1.00% PIK) (1.00%PIK + L+6.25%, Floor 1.00%)

6/7/2024

4,706

4,706

4,588

(9) (19)

Ospemifene Royalty Sub LLC (QuatRx)

(10)

July 8, 2013

Estrogen-Deficiency Drug Manufacturer and Distributor

Secured Debt

0.115

11/15/2026

4,736

4,736

91

(14)

Project Eagle Holdings, LLC

(10)

July 6, 2020

Provider of Secure Business Collaboration Software

Secured Debt

9.25% (L+8.25%, Floor 1.00%)

7/6/2026

14,925

14,559

14,898

(9)

PaySimple, Inc.

(10)

September 9, 2019

Leading Technology Services Commerce Platform

Secured Debt

5.64% (L+5.50%)

8/23/2025

27,857

27,627

27,787

PT Network, LLC

(10)

November 1, 2013

Provider of Outpatient Physical Therapy and Sports Medicine Services

Secured Debt

8.50% (6.50% Cash, 2.00% PIK) (2.00% PIK + L+5.50%, Floor 1.00%)

11/30/2023

8,623

8,623

8,623

(9) (19)

Research Now Group, Inc. and Survey Sampling International, LLC

(11)

December 31, 2017

Provider of Outsourced Online Surveying

Secured Debt

6.50% (L+5.50%, Floor 1.00%)

12/20/2024

20,283

19,873

20,175

(9)

RM Bidder, LLC

(10)

November 12, 2015

Scripted and Unscripted TV and Digital Programming Provider

Warrants

187,161

10/20/2025

425

-

(26)

Member Units

2,779

46

35

471

35

25


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

RTIC Subsidiary Holdings, LLC

(10)

September 1, 2020

Direct-To-Consumer eCommerce Provider of Outdoor Products

Secured Debt

9.00% (L+7.75%, Floor 1.25%)

9/1/2025

18,659

18,428

18,629

(9)

SAFETY Investment Holdings, LLC

April 29, 2016

Provider of Intelligent Driver Record Monitoring Software and Services

Member Units

2,000,000

2,000

2,730

Salient Partners L.P.

(11)

June 25, 2015

Provider of Asset Management Services

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

8/31/2021

6,251

6,246

3,374

(9)

Staples Canada ULC

(10) (13) (21)

September 14, 2017

Office Supplies Retailer

Secured Debt

8.00% (L+7.00%, Floor 1.00%)

9/12/2024

18,058

17,938

17,651

(9) (22)

Team Public Choices, LLC

(11)

October 28, 2019

Home-Based Care Employment Service Provider

Secured Debt

6.00% (L+5.00%, Floor 1.00%)

12/18/2027

12,500

12,137

12,469

Tectonic Financial, Inc.

May 15, 2017

Financial Services Organization

Common Stock

200,000

2,000

3,070

TGP Holdings III LLC

(11)

September 30, 2017

Outdoor Cooking & Accessories

Secured Debt

9.50% (L+8.50%, Floor 1.00%)

9/25/2025

5,500

5,451

5,462

(9)

Time Manufacturing Acquisition LLC

(11)

February 24, 2021

Manufacturer and Distributor of Utility Equipment

Secured Debt

6.00% (L+5.00%, Floor 1.00%)

2/3/2023

1,500

1,497

1,506

The Pasha Group

(11)

February 2, 2018

Diversified Logistics and Transportation Provided

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

1/26/2023

10,638

10,147

10,558

(9)

U.S. TelePacific Corp.

(11)

September 14, 2016

Provider of Communications and Managed Services

Secured Debt

6.50% (L+5.50%, Floor 1.00%)

5/2/2023

17,088

16,930

15,868

(9)

USA DeBusk LLC

(10)

October 22, 2019

Provider of Industrial Cleaning Services

Secured Debt

6.75% (L+5.75%, Floor 1.00%)

10/22/2024

24,885

24,523

24,625

(9)

Veregy Consolidated, Inc.

(11)

November 9, 2020

Energy Service Company

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

11/3/2027

14,963

14,561

15,056

(9)

Vida Capital, Inc

(11)

October 10, 2019

Alternative Asset Manager

Secured Debt

6.11% (L+6.00%)

10/1/2026

17,598

17,382

16,982

26


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Vistar Media, Inc.

(10)

February 17, 2017

Operator of Digital Out-of-Home Advertising Platform

Secured Debt

13.00% (9.50% Cash, 3.50% PIK) (3.50% PIK + L+7.50%, Floor 2.00%)

4/3/2023

4,697

4,584

4,697

(9) (19)

Preferred Stock

70,207

767

910

Warrants

69,675

4/3/2029

-

920

(25)

5,350

6,527

White Cap Parent, LLC

(10)

December 29, 2016

Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors

(8)

Member Units

3,334

6,050

YS Garments, LLC

(11)

August 22, 2018

Designer and Provider of Branded Activewear

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

8/9/2024

13,997

13,907

12,947

(9)

Zilliant Incorporated

June 15, 2012

Price Optimization and Margin Management Solutions

Preferred Stock

186,777

153

259

Warrants

952,500

6/15/2022

1,071

1,190

(28)

1,224

1,449

Short-term portfolio investments

(34) (35)

52,904

52,848

52,763

Subtotal Non-Control/Non-Affiliate Investments (79.9% of net assets at fair value)

$

1,281,784

$

1,231,444

Total Portfolio Investments, March 31, 2021 (181.7% of net assets at fair value)

$

2,597,735

$

2,800,131


(1)

All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise noted, are encumbered either as security for the Company’s Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.

(2)

Debt investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted.

(3)

See Note C and Schedule 12-14 for a summary of geographic location of portfolio companies.

(4)

Principal is net of repayments. Cost is net of repayments and accumulated unearned income.

(5)

Control investments are defined by the 1940 Act, as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)

Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.

(7)

Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)

Income producing through dividends or distributions.

27


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

(9)

Index based floating interest rate is subject to contractual minimum interest rate. A majority of the variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly at the borrower’s option. The borrower may also elect to have multiple interest reset periods for each loan. For each such loan, the Company has provided the weighted average annual stated interest rate in effect at March 31, 2021. As noted in this schedule, 58% of the loans (based on the par amount) contain LIBOR floors which range between 0.50% and 2.00%, with a weighted-average LIBOR floor of approximately 1.11%.

(10)

Private Loan portfolio investment. See Note C for a description of Private Loan portfolio investments.

(11)

Middle Market portfolio investment. See Note C for a description of Middle Market portfolio investments.

(12)

Other Portfolio investment. See Note C for a description of Other Portfolio investments.

(13)

Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)

Non-accrual and non-income producing investment.

(15)

All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”

(16)

External Investment Manager. Investment is not encumbered as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.

(17)

Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)

Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C for further discussion.

(19)

PIK interest income and cumulative dividend income represent income not paid currently in cash.

(20)

All portfolio company headquarters are based in the United States, unless otherwise noted.

(21)

Portfolio company headquarters are located outside of the United States.

(22)

In connection with the Company's debt investment in Staples Canada ULC and in an attempt to mitigate any potential adverse change in foreign exchange rates during the term of the Company's investment, the Company maintains a forward foreign currency contract with Cadence Bank to lend $24.4 million Canadian Dollars and receive $17.0 million U.S. Dollars with a settlement date of September 14, 2021. The unrealized depreciation on the forward foreign currency contract is $0.6 million as of December 31, 2020.

(23)

The Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 7.25% (Floor 1.25%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(24)

Investment date represents the date of initial investment in the portfolio company.

(25)

Warrants are presented in equivalent shares with a strike price of $10.92 per share.

(26)

Warrants are presented in equivalent units with a strike price of $14.28 per unit.

(27)

Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.

(28)

Warrants are presented in equivalent shares with a strike price of $0.001 per share.

(29)

Warrants are presented in equivalent units with a strike price of $1.50 per unit.

(30)

Shares/Units represent ownership in an underlying Real Estate or HoldCo entity.

(31)

Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.

(32)

Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investment in this portfolio company will not be finally determined until such process is complete. As noted in footnote (14), our debt investment in this portfolio company is on non-accrual status.

(33)

The Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due

28


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 7.50% (Floor 1.00%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(34)

Short-term portfolio investments. See Note C for a description of short-term portfolio investments.

(35)

Short-term portfolio investments bear interest at index based floating interest rates which range from LIBOR plus 2.75% to LIBOR plus 4.75%, with LIBOR floors which range from 0% to 0.75% (with a weighted average LIBOR floor of approximately 0.14%), and with resulting interest rates which range from of 2.86% to 4.85% as of March 31, 2021.

29


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Control Investments (5)

ASC Interests, LLC

August 1, 2013

Recreational and Educational Shooting Facility

Secured Debt

13.00%

7/31/2022

$

1,750

$

1,715

$

1,715

Member Units

1,500

1,500

1,120

3,215

2,835

Analytical Systems Keco, LLC

August 16, 2019

Manufacturer of Liquid and Gas Analyzers

Secured Debt

12.00% (L+10.00%, Floor 2.00%)

8/16/2024

5,155

4,874

4,874

(9)

Preferred Member Units

3,200

3,200

3,200

Warrants

420

8/16/2029

316

10

(27)

8,390

8,084

ATS Workholding, LLC

(10)

March 10, 2014

Manufacturer of Machine Cutting Tools and Accessories

Secured Debt

5.00%

11/16/2021

4,982

4,824

3,347

(14)

Preferred Member Units

3,725,862

3,726

-

8,550

3,347

Project BarFly, LLC

(10)

August 31, 2015

Casual Restaurant Group

Secured Debt

7.00%

10/31/2024

343

343

343

Member Units

37

1,584

1,584

1,927

1,927

Bolder Panther Group, LLC

December 31, 2020

Consumer Goods and Fuel Retailer

Secured Debt

10.50% (L+9.00%, Floor 1.50%)

12/31/2025

27,500

27,225

27,225

(9)

Class A Preferred Member Units

14.00%

10,194

10,194

(30)

Class B Preferred Member Units

140,000

8.00%

14,000

14,000

(30)

51,419

51,419

Bond-Coat, Inc.

December 28, 2012

Casing and Tubing Coating Services

Common Stock

57,508

6,350

2,040

Brewer Crane Holdings, LLC

January 9, 2018

Provider of Crane Rental and Operating Services

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

1/9/2023

8,556

8,513

8,513

(9)

Preferred Member Units

2,950

4,280

5,850

(8)

12,793

14,363

Bridge Capital Solutions Corporation

April 18, 2012

Financial Services and Cash Flow Solutions Provider

Secured Debt

13.00%

12/11/2024

8,813

8,403

8,403

Warrants

82

7/25/2026

2,132

3,220

(27)

Secured Debt

13.00%

12/11/2024

1,000

998

998

(30)

Preferred Member Units

17,742

1,000

1,000

(8) (30)

12,533

13,621

30


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Café Brazil, LLC

April 20, 2004

Casual Restaurant Group

Member Units

1,233

1,742

2,030

(8)

California Splendor Holdings LLC

March 30, 2018

Processor of Frozen Fruits

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

3/30/2023

8,100

8,014

8,043

(9)

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

3/30/2023

28,000

27,854

27,789

(9)

Preferred Member Units

6,725

8,255

8,255

(8)

Preferred Member Units

6,157

10,775

6,241

(8)

54,898

50,328

CBT Nuggets, LLC

June 1, 2006

Produces and Sells IT Training Certification Videos

Member Units

416

1,300

46,080

(8)

Centre Technologies Holdings, LLC

January 4, 2019

Provider of IT Hardware Services and Software Solutions

Secured Debt

12.00% (L+10.00%, Floor 2.00%)

1/4/2024

11,628

11,549

11,549

(9)

Preferred Member Units

12,696

5,840

6,160

17,389

17,709

Chamberlin Holding LLC

February 26, 2018

Roofing and Waterproofing Specialty Contractor

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

2/26/2023

15,212

15,136

15,212

(9)

Member Units

4,347

11,440

28,070

(8)

Member Units

1,047,146

1,322

1,270

(8) (30)

27,898

44,552

Charps, LLC

February 3, 2017

Pipeline Maintenance and Construction

Unsecured Debt

10.00% (8.67% Cash, 1.33% PIK)

1/31/2024

9,388

7,641

8,475

(19)

Secured Debt

15.00%

6/5/2022

669

669

669

Preferred Member Units

1,600

400

10,520

(8)

8,710

19,664

Clad-Rex Steel, LLC

December 20, 2016

Specialty Manufacturer of Vinyl-Clad Metal

Secured Debt

10.50% (L+9.50%, Floor 1.00%)

12/20/2021

10,880

10,853

10,853

(9)

Member Units

717

7,280

8,610

(8)

Secured Debt

10.00%

12/20/2036

1,111

1,100

1,100

(30)

Member Units

800

210

530

(30)

19,443

21,093

CMS Minerals Investments

January 30, 2015

Oil & Gas Exploration & Production

Member Units

100

2,179

1,624

(30)

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Cody Pools, Inc.

March 6, 2020

Designer of Residential and Commercial Pools

Secured Debt

12.25% (L+10.50%, Floor 1.75%)

3/6/2025

14,216

14,092

14,216

(9)

Preferred Member Units

587

8,317

14,940

22,409

29,156

CompareNetworks Topco, LLC

January 29, 2019

Internet Publishing and Web Search Portals

Secured Debt

12.00% (L+11.00%, Floor 1.00%)

1/29/2024

7,954

7,910

7,953

(9)

Preferred Member Units

1,975

1,975

6,780

(8)

9,885

14,733

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

LP Interests (CTMH, LP)

38.8%

747

747

(31)

Datacom, LLC

May 30, 2014

Technology and Telecommunications Provider

Secured Debt

8.00%

5/31/2021

1,800

1,800

1,615

(14)

Secured Debt

10.50% PIK

5/31/2021

12,507

12,475

10,531

(14) (19)

Class A Preferred Member Units

-

1,294

-

Class B Preferred Member Units

6,453

6,030

-

21,599

12,146

Digital Products Holdings LLC

April 1, 2018

Designer and Distributor of Consumer Electronics

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

4/1/2023

18,173

18,077

18,077

(9)

Preferred Member Units

3,857

9,501

9,835

(8)

27,578

27,912

Direct Marketing Solutions, Inc.

February 13, 2018

Provider of Omni-Channel Direct Marketing Services

Secured Debt

12.00% (L+11.00%, Floor 1.00%)

2/13/2023

15,090

15,007

15,007

(9)

Preferred Stock

8,400

8,400

19,380

23,407

34,387

Gamber-Johnson Holdings, LLC ("GJH")

June 24, 2016

Manufacturer of Ruggedized Computer Mounting Systems

Secured Debt

9.00% (L+7.00%, Floor 2.00%)

6/24/2021

19,838

19,807

19,838

(9)

Member Units

8,619

14,844

52,490

(8)

34,651

72,328

32


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Garreco, LLC

July 15, 2013

Manufacturer and Supplier of Dental Products

Secured Debt

9.00% (L+8.00%, Floor 1.00%, Ceiling 1.50%)

1/31/2021

4,519

4,519

4,519

(9)

Member Units

1,200

1,200

1,410

5,719

5,929

GRT Rubber Technologies LLC ("GRT")

December 19, 2014

Manufacturer of Engineered Rubber Products

Secured Debt

7.15% (L+7.00%)

12/31/2023

16,775

16,775

16,775

Member Units

5,879

13,065

44,900

(8)

29,840

61,675

Gulf Manufacturing, LLC

August 31, 2007

Manufacturer of Specialty Fabricated Industrial Piping Products

Member Units

438

2,980

4,510

(8)

Gulf Publishing Holdings, LLC

April 29, 2016

Energy Industry Focused Media and Publishing

Secured Debt

10.50% (5.25% Cash, 5.25% PIK) (L+9.50%, Floor 1.00%)

9/30/2020

250

250

250

(9) (17) (19)

Secured Debt

12.50% (6.25% Cash, 6.25% PIK)

4/29/2021

13,147

13,135

12,044

(19)

Member Units

3,681

3,681

-

17,066

12,294

Harris Preston Fund Investments

(12) (13)

October 1, 2017

Investment Partnership

LP Interests (2717 MH, L.P.)

49.3%

2,599

2,702

(31)

LP Interests (2717 HPP-MS, L.P.)

49.3%

250

250

(31)

2,849

2,952

Harrison Hydra-Gen, Ltd.

June 4, 2010

Manufacturer of Hydraulic Generators

Common Stock

107,456

718

5,450

(8)

Jensen Jewelers of Idaho, LLC

November 14, 2006

Retail Jewelry Store

Secured Debt

10.00% (Prime+6.75%, Floor 2.00%)

11/14/2023

3,400

3,374

3,400

(9)

Member Units

627

811

7,620

(8)

4,185

11,020

J&J Services, Inc.

October 31, 2019

Provider of Dumpster and Portable Toilet Rental Services

Secured Debt

11.50%

10/31/2024

12,800

12,697

12,800

Preferred Stock

2,814

7,085

12,680

19,782

25,480

KBK Industries, LLC

January 23, 2006

Manufacturer of Specialty Oilfield and Industrial Products

Member Units

325

783

13,200

(8)

33


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Kickhaefer Manufacturing Company, LLC

October 31, 2018

Precision Metal Parts Manufacturing

Secured Debt

11.50%

10/31/2023

22,415

22,269

22,269

Member Units

581

12,240

12,240

Secured Debt

9.00%

10/31/2048

3,948

3,909

3,909

Member Units

800

992

1,160

(8) (30)

39,410

39,578

Market Force Information, LLC

July 28, 2017

Provider of Customer Experience Management Services

Secured Debt

12.00% (L+11.00%, Floor 1.00%)

7/28/2023

1,600

1,600

1,600

(9)

Secured Debt

12.00% PIK

7/28/2023

26,079

25,952

13,562

(14) (19)

Member Units

743,921

16,642

-

44,194

15,162

MH Corbin Holding LLC

August 31, 2015

Manufacturer and Distributor of Traffic Safety Products

Secured Debt

13.00% (10.00% Cash, 3.00% PIK)

3/31/2022

8,570

8,527

8,280

(19)

Preferred Member Units

66,000

4,400

2,370

Preferred Member Units

4,000

6,000

-

18,927

10,650

MSC Adviser I, LLC

(16)

November 22, 2013

Third Party Investment
Advisory Services

Member Units

29,500

116,760

(8) (31)

Mystic Logistics Holdings, LLC

August 18, 2014

Logistics and Distribution Services Provider for Large Volume Mailers

Secured Debt

12.00%

1/17/2022

6,733

6,723

6,723

Common Stock

5,873

2,720

8,990

(8)

9,443

15,713

NAPCO Precast, LLC

January 31, 2008

Precast Concrete Manufacturing

Member Units

2,955

2,975

16,100

(8)

Nebraska Vet AcquireCo, LLC (NVS)

December 31, 2020

Mixed-Animal Veterinary and Animal Health Product Provider

Secured Debt

12.00%

12/31/2025

10,500

10,395

10,395

Preferred Member Units

6,500

6,500

6,500

16,895

16,895

NexRev LLC

February 28, 2018

Provider of Energy Efficiency Products & Services

Secured Debt

11.00%

2/28/2023

17,097

17,016

16,726

Preferred Member Units

86,400,000

6,880

1,470

(8)

23,896

18,196

NRI Clinical Research, LLC

September 8, 2011

Clinical Research Service Provider

Secured Debt

9.00%

6/8/2022

5,620

5,572

5,620

Warrants

251,723

6/8/2027

252

1,490

(27)

Member Units

1,454,167

765

5,600

(8)

6,589

12,710

34


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

NRP Jones, LLC

December 22, 2011

Manufacturer of Hoses, Fittings and Assemblies

Secured Debt

12.00%

3/20/2023

2,080

2,080

2,080

Member Units

65,962

3,717

2,821

(8)

5,797

4,901

NuStep, LLC

January 31, 2017

Designer, Manufacturer and Distributor of Fitness Equipment

Secured Debt

12.00%

1/31/2022

17,240

17,193

17,193

Preferred Member Units

406

10,200

10,780

27,393

27,973

OMi Holdings, Inc.

April 1, 2008

Manufacturer of Overhead Cranes

Common Stock

1,500

1,080

20,380

(8)

Pearl Meyer Topco LLC

April 27, 2020

Provider of Executive Compensation Consulting Services

Secured Debt

12.00%

4/27/2025

37,513

37,202

37,202

Member Units

13,800

13,000

15,940

(8)

50,202

53,142

Pegasus Research Group, LLC

January 6, 2011

Provider of Telemarketing and Data Services

Member Units

460

1,290

8,830

(8)

PPL RVs, Inc.

June 10, 2010

Recreational Vehicle Dealer

Secured Debt

7.50% (L+7.00%, Floor 0.50%)

11/15/2022

11,855

11,781

11,806

(9)

Common Stock

2,000

2,150

11,500

(8)

13,931

23,306

Principle Environmental, LLC (d/b/a TruHorizon Environmental Solutions)

February 1, 2011

Noise Abatement Service Provider

Secured Debt

13.00%

4/30/2023

6,397

6,335

6,397

Preferred Member Units

19,631

4,600

10,500

(8)

Warrants

1,018

1/31/2021

1,200

870

(27)

12,135

17,767

Quality Lease Service, LLC

June 8, 2015

Provider of Rigsite Accommodation Unit Rentals and Related Services

Member Units

1,000

11,063

4,460

River Aggregates, LLC

March 30, 2011

Processor of Construction Aggregates

Member Units

1,500

369

3,240

(30)

Tedder Industries, LLC

August 31, 2018

Manufacturer of Firearm Holsters and Accessories

Secured Debt

12.00%

8/31/2023

16,400

16,301

16,301

Preferred Member Units

479

8,136

8,136

24,437

24,437

35


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Trantech Radiator Topco, LLC

May 31, 2019

Transformer Cooling Products and Services

Secured Debt

12.00%

5/31/2024

8,720

8,644

8,644

Common Stock

615

4,655

6,030

(8)

13,299

14,674

UnionRock Energy Fund II, LP

(12) (13)

June 15, 2020

Oil & Gas Exploration & Production

LP Interests

49.6%

2,894

2,894

(31)

Vision Interests, Inc.

June 5, 2007

Manufacturer / Installer of Commercial Signage

Secured Debt

13.00%

9/30/2019

2,028

2,028

2,028

(17)

Series A Preferred Stock

3,000,000

3,000

3,160

5,028

5,188

Ziegler's NYPD, LLC

October 1, 2008

Casual Restaurant Group

Secured Debt

6.50%

10/1/2022

1,000

1,000

979

Secured Debt

12.00%

10/1/2022

625

625

625

Secured Debt

14.00%

10/1/2022

2,750

2,750

2,750

Warrants

587

10/1/2025

600

-

(27)

Preferred Member Units

10,072

2,834

1,780

7,809

6,134

Subtotal Control Investments (73.5% of net assets at fair value)

$

831,490

$

1,113,725

36


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Affiliate Investments (6)

AAC Holdings, Inc.

(11)

June 30, 2017

Substance Abuse Treatment Service Provider

Secured Debt

18.00% (10.00% Cash, 8.00% PIK)

6/25/2025

9,406

9,187

9,187

(19)

Common Stock

593,928

3,148

3,148

Warrants

554,353

12/11/2025

-

2,938

(27)

12,335

15,273

AFG Capital Group, LLC

November 7, 2014

Provider of Rent-to-Own Financing Solutions and Services

Secured Debt

10.00%

5/25/2022

491

491

491

Preferred Member Units

186

1,200

5,810

1,691

6,301

American Trailer Rental Group LLC

June 7, 2017

Provider of Short-term Trailer and Container Rental

Member Units

73,493

8,596

16,010

(30)

BBB Tank Services, LLC

April 8, 2016

Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market

Unsecured Debt

12.00% (L+11.00%, Floor 1.00%)

4/8/2021

4,800

4,773

4,722

(9)

Preferred Stock (non-voting)

15.00% PIK

151

151

(8) (19)

Member Units

800,000

800

280

5,724

5,153

Boccella Precast Products LLC

June 30, 2017

Manufacturer of Precast Hollow Core Concrete

Member Units

2,160,000

2,256

6,040

(8)

Buca C, LLC

June 30, 2015

Casual Restaurant Group

Secured Debt

10.25% (L+9.25%, Floor 1.00%)

6/30/2020

19,004

19,004

14,256

(9) (17)

Preferred Member Units

6

6.00% PIK

4,770

-

(8) (19)

23,774

14,256

CAI Software LLC

October 10, 2014

Provider of Specialized Enterprise Resource Planning Software

Secured Debt

12.50%

12/7/2023

47,474

47,133

47,474

Member Units

77,960

2,095

7,190

(8)

49,228

54,664

Chandler Signs Holdings, LLC

(10)

January 4, 2016

Sign Manufacturer

Class A Units

1,500,000

1,500

1,460

Charlotte Russe, Inc

(11)

May 28, 2013

Fast-Fashion Retailer to Young Women

Common Stock

19,041

3,141

-

Classic H&G Holdings, LLC

March 12, 2020

Provider of Engineered Packaging Solutions

Secured Debt

12.00%

3/12/2025

24,800

24,583

24,800

Preferred Member Units

154

5,760

9,510

(8)

30,343

34,310

37


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Congruent Credit Opportunities Funds

(12) (13)

January 24, 2012

Investment Partnership

LP Interests (Congruent Credit Opportunities Fund
II, LP)

19.8%

4,449

94

(31)

LP Interests (Congruent Credit Opportunities Fund
III, LP)

17.4%

11,741

11,540

(8) (31)

16,190

11,634

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

LP Interests (Copper Trail Energy Fund I, LP)

12.4%

2,161

1,782

(8) (31)

Dos Rios Partners

(12) (13)

April 25, 2013

Investment Partnership

LP Interests (Dos Rios Partners, LP)

20.2%

6,605

5,417

(31)

LP Interests (Dos Rios Partners - A, LP)

6.4%

2,097

1,720

(31)

8,702

7,137

East Teak Fine Hardwoods, Inc.

April 13, 2006

Distributor of Hardwood Products

Common Stock

6,250

480

300

EIG Fund Investments

(12) (13)

November 6, 2015

Investment Partnership

LP Interests (EIG Global Private Debt Fund-A, L.P.)

11.1%

739

526

(8) (31)

Freeport Financial Funds

(12) (13)

June 13, 2013

Investment Partnership

LP Interests (Freeport Financial SBIC Fund LP)

9.3%

5,974

5,264

(31)

LP Interests (Freeport First Lien Loan Fund III LP)

6.0%

10,785

10,321

(8) (31)

16,759

15,585

Harris Preston Fund Investments

(12) (13)

August 9, 2017

Investment Partnership

LP Interests (HPEP 3, L.P.)

8.2%

3,071

3,258

(31)

Hawk Ridge Systems, LLC

(13)

December 2, 2016

Value-Added Reseller of Engineering Design and Manufacturing Solutions

Secured Debt

11.00%

12/2/2023

18,400

18,366

18,400

Preferred Member Units

226

2,850

8,030

(8)

Preferred Member Units

226

150

420

(30)

21,366

26,850

38


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Houston Plating and Coatings, LLC

January 8, 2003

Provider of Plating and Industrial Coating Services

Unsecured Convertible Debt

8.00%

5/1/2022

3,000

3,000

2,900

Member Units

322,297

2,352

5,080

(8)

5,352

7,980

I-45 SLF LLC

(12) (13)

October 20, 2015

Investment Partnership

Member Units (Fully diluted 20.0%; 24.40% profits
interest) (8)

20.00% Fully Diluted, 24.40% Profits Interest

20,200

15,789

(8) (31)

L.F. Manufacturing Holdings, LLC

(10)

December 23, 2013

Manufacturer of Fiberglass Products

Preferred Member Units (non-voting)

14.00% PIK

93

93

(8) (19)

Member Units

2,179,001

2,019

2,050

2,112

2,143

OnAsset Intelligence, Inc.

April 18, 2011

Provider of Transportation Monitoring / Tracking Products and Services

Secured Debt

12.00% PIK

6/30/2021

7,301

7,301

7,301

(19)

Unsecured Debt

10.00% PIK

6/30/2021

64

64

64

(19)

Preferred Stock

912

1,981

-

Warrants

5,333

4/18/2021

1,919

-

(27)

11,265

7,365

PCI Holding Company, Inc.

December 18, 2012

Manufacturer of Industrial Gas Generating Systems

Preferred Stock

1,500,000

3,927

4,130

Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)

January 8, 2013

Provider of Rigsite Accommodation Unit Rentals and Related Services

Secured Debt

12.00%

1/8/2018

30,369

29,865

-

(14) (32)

Preferred Member Units

250

2,500

-

32,365

-

Salado Stone Holdings, LLC

(10)

June 27, 2016

Limestone and Sandstone Dimension Cut Stone Mining Quarries

Class A Preferred Units

2,000,000

2,000

1,250

(30)

Slick Innovations, LLC

September 13, 2018

Text Message Marketing Platform

Secured Debt

13.00%

9/13/2023

5,720

5,605

5,719

Common Stock

70,000

700

1,330

Warrants

18,084

9/13/2028

181

360

(27)

6,486

7,409

SI East, LLC

August 31, 2018

Rigid Industrial Packaging Manufacturing

Secured Debt

9.50%

8/31/2023

32,963

32,760

32,962

Preferred Member Units

157

6,000

9,780

(8)

38,760

42,742

Superior Rigging & Erecting Co.

August 31, 2020

Provider of Steel Erection, Crane Rental & Rigging Services

Secured Debt

12.00%

8/31/2025

21,500

21,298

21,298

Preferred Member Units

1,473

4,500

4,500

25,798

25,798

39


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

UniTek Global Services, Inc.

(11)

April 15, 2011

Provider of Outsourced Infrastructure Services

Secured Debt

7.50% (L+6.50% Floor 1.00%)

8/20/2024

2,708

2,687

2,426

(9)

Preferred Stock

1,133,102

20.00% PIK

1,441

2,832

(8) (19)

Preferred Stock

1,521,122

20.00% PIK

2,188

375

(8) (19)

Preferred Stock

2,281,682

19.00% PIK

3,667

-

(19)

Preferred Stock

4,336,866

13.50% PIK

7,924

-

(19)

Common Stock

945,507

-

-

17,907

5,633

Universal Wellhead Services Holdings, LLC

(10)

October 30, 2014

Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry

Preferred Member Units

716,949

14.00% PIK

1,032

-

(19) (30)

Member Units

4,000,000

4,000

-

(30)

5,032

-

Volusion, LLC

January 26, 2015

Provider of Online Software-as-a-Service eCommerce Solutions

Secured Debt

11.50%

1/26/2020

20,234

20,234

19,242

(17)

Unsecured Convertible Debt

8.00%

11/16/2023

409

409

291

Preferred Member Units

4,876,670

14,000

5,990

Warrants

1,831,355

1/26/2025

2,576

-

(27)

37,219

25,523

Subtotal Affiliate Investments (24.2% of net assets at fair value)

$

416,479

$

366,301

40


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Non-Control/Non-Affiliate Investments (7)

Acousti Engineering Company of Florida, Inc.

(10)

November 2, 2020

Interior Subcontractor Providing Acoustical Walls and Ceilings

Secured Debt

10.00% (L+8.50%, Floor 1.50%)

10/31/2025

13,000

12,858

12,858

(9)

Adams Publishing Group, LLC

(10)

November 19, 2015

Local Newspaper Operator

Secured Debt

8.75% (L+7.00%, Floor 1.75%)

7/3/2023

5,863

5,745

5,813

(9)

ADS Tactical, Inc.

(10)

March 7, 2017

Value-Added Logistics and Supply Chain Provider to the Defense Industry

Secured Debt

7.00% (L+6.25%, Floor 0.75%)

7/26/2023

19,633

19,529

19,633

(9)

Aethon United BR LP

(10)

September 8, 2017

Oil & Gas Exploration & Production

Secured Debt

7.75% (L+6.75%, Floor 1.00%)

9/8/2023

9,750

9,659

9,544

(9)

Affordable Care Holding Corp.

(10)

May 9, 2019

Dental Support Organization

Secured Debt

5.75% (L+4.75%, Floor 1.00%)

10/22/2022

14,246

14,066

14,044

(9)

ALKU, LLC.

(11)

October 18, 2019

Specialty National Staffing Operator

Secured Debt

5.75% (L+5.50%)

7/29/2026

9,466

9,385

9,478

American Nuts, LLC

(10)

April 10, 2018

Roaster, Mixer and Packager of Bulk Nuts and Seeds

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

4/10/2023

12,130

11,954

12,111

(9)

American Teleconferencing Services, Ltd.

(11)

May 19, 2016

Provider of Audio Conferencing and Video Collaboration Solutions

Secured Debt

7.50% (L+6.50%, Floor 1.00%)

6/8/2023

17,358

16,634

8,071

(9)

APTIM Corp.

(11)

August 17, 2018

Engineering, Construction & Procurement

Secured Debt

7.75%

6/15/2025

12,452

11,063

9,734

Arcus Hunting LLC

(10)

January 6, 2015

Manufacturer of Bowhunting and Archery Products and Accessories

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

3/31/2021

11,009

11,009

11,009

(9)

Arrow International, Inc

(10)

December 21, 2020

Manufacturer and Distributor of Charitable Gaming Supplies

Secured Debt

9.23% (L+7.98%, Floor 1.25%)

12/21/2025

10,000

9,901

9,901

(9) (23)

ASC Ortho Management Company, LLC

(10)

August 31, 2018

Provider of Orthopedic Services

Secured Debt

8.50% (L+7.50%, Floor 1.00%)

8/31/2023

5,206

5,148

5,149

(9)

Secured Debt

13.25% PIK

12/1/2023

2,116

2,091

2,116

(19)

7,239

7,265

41


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

ATX Networks Corp.

(11) (13) (21)

June 30, 2015

Provider of Radio Frequency Management Equipment

Secured Debt

8.75% (7.25% Cash, 1.50% PIK) (1.50% PIK + L+6.25%, Floor 1.00%)

12/31/2023

13,402

13,342

12,263

(9) (19)

Berry Aviation, Inc.

(10)

July 6, 2018

Charter Airline Services

Secured Debt

12.00% (10.50% Cash, 1.5% PIK)

1/6/2024

4,624

4,595

4,624

(19)

Preferred Member Units

122,416

16.00% PIK

145

145

(8) (19) (30)

Preferred Member Units

1,548,387

8.00% PIK

1,671

904

(19) (30)

6,411

5,673

BigName Commerce, LLC

(10)

May 11, 2017

Provider of Envelopes and Complimentary Stationery Products

Secured Debt

8.25% (L+7.25%, Floor 1.00%)

5/11/2022

2,044

2,037

2,011

(9)

Binswanger Enterprises, LLC

(10)

March 10, 2017

Glass Repair and Installation Service Provider

Secured Debt

9.50% (L+8.50%, Floor 1.00%)

3/9/2022

12,958

12,798

12,958

(9)

Member Units

1,050,000

1,050

670

13,848

13,628

BLST Operating Company, LLC.

(11)

December 19, 2013

Multi-Channel Retailer of General Merchandise

Secured Debt

10.00% (L+8.50%, Floor 1.50%)

8/28/2025

5,879

5,879

5,879

(9)

Common Stock

653

-

-

Warrants

70

8/28/2030

-

-

(27)

5,879

5,879

Brainworks Software, LLC

(10)

August 12, 2014

Advertising Sales and Newspaper Circulation Software

Secured Debt

12.50% (Prime+9.25%, Floor 3.25%)

7/22/2019

7,817

7,817

5,332

(9) (14) (17)

Brightwood Capital Fund Investments

(12) (13)

July 21, 2014

Investment Partnership

LP Interests (Brightwood Capital Fund III, LP)

1.6%

10,800

8,459

(8) (31)

LP Interests (Brightwood Capital Fund IV, LP)

0.6%

5,000

4,745

(8) (31)

15,800

13,204

Cadence Aerospace LLC

(10)

November 14, 2017

Aerostructure Manufacturing

Secured Debt

9.50% (4.25% Cash, 5.25% PIK) (5.25% PIK + L+3.25%, Floor 1.00%)

11/14/2023

27,703

27,484

26,359

(9) (19)

42


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

California Pizza Kitchen, Inc.

(11)

August 29, 2016

Casual Restaurant Group

Secured Debt

11.50% (L+10.00%, Floor 1.50%)

11/23/2024

7,700

7,288

7,315

(9)

Secured Debt

13.50% (1.00% Cash, 12.50% PIK) (1.00% Cash, L+11.00% PIK, Floor 1.50%)

11/23/2024

2,657

2,590

2,524

(9) (19)

Secured Debt

15.00% (1.00% Cash, 14.00% PIK) (1.00% Cash, L+12.50% PIK, Floor 1.50%)

5/23/2025

2,291

2,291

1,833

(9) (19)

Common Stock

169,088

949

1,860

13,118

13,532

Central Security Group, Inc.

(11)

December 4, 2017

Security Alarm Monitoring Service Provider

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

10/16/2025

6,891

6,891

5,823

(9)

Common Stock

329,084

1,481

1,645

8,372

7,468

Cenveo Corporation

(11)

September 4, 2015

Provider of Digital Marketing Agency Services

Secured Debt

10.50% (L+9.50%, Floor 1.00%)

6/7/2023

5,250

5,129

4,909

(9)

Common Stock

177,130

5,309

2,613

10,438

7,522

Chisholm Energy Holdings, LLC

(10)

May 15, 2019

Oil & Gas Exploration & Production

Secured Debt

7.75% (L+6.25%, Floor 1.50%)

5/15/2026

3,571

3,498

3,274

(9)

Clarius BIGS, LLC

(10)

September 23, 2014

Prints & Advertising Film Financing

Secured Debt

15.00% PIK

1/5/2015

2,832

2,832

31

(14) (17) (19)

Clickbooth.com, LLC

(10)

December 5, 2017

Provider of Digital Advertising Performance Marketing Solutions

Secured Debt

9.50% (L+8.50%, Floor 1.00%)

1/31/2025

7,850

7,750

7,850

(9)

Construction Supply Investments, LLC

(10)

December 29, 2016

Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors

Member Units

5,637

8,617

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

LP Interests (CTEF I, LP)

375

-

67

Corel Corporation

(11) (13) (21)

July 24, 2019

Publisher of Desktop and Cloud-based Software

Secured Debt

5.23% (L+5.00%)

7/2/2026

19,403

18,580

19,124

Darr Equipment LP

(10)

April 15, 2014

Heavy Equipment Dealer

Secured Debt

12.50% (11.50% Cash, 1.00% PIK)

6/22/2023

5,959

5,959

5,959

(19)

Warrants

915,734

12/23/2023

474

-

(29)

6,433

5,959

43


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Digital River, Inc.

(11)

February 24, 2015

Provider of Outsourced e-Commerce Solutions and Services

Secured Debt

8.00% (L+7.00%, Floor 1.00%)

2/12/2023

13,628

13,422

13,560

(9)

DTE Enterprises, LLC

(10)

April 13, 2018

Industrial Powertrain Repair and Services

Secured Debt

10.00% (L+8.50%, Floor 1.50%)

4/13/2023

9,324

9,213

9,004

(9)

Class AA Preferred Member Units (non-voting)

10.00% PIK

951

951

(8) (19)

Class A Preferred Member Units

776,316

776

880

10,940

10,835

Dynamic Communities, LLC

(10)

July 17, 2018

Developer of Business Events and Online Community Groups

Secured Debt

12.50% (6.25% Cash, 6.25% PIK) (L+11.50%, Floor 1.00%)

7/17/2023

5,320

5,256

4,921

(9) (19)

Eastern Wholesale Fence LLC

(10)

November 19, 2020

Manufacturer and Distributor of Residential and Commercial Fencing Solutions

Secured Debt

7.50%, (L+6.50%, Floor 1.00%)

10/30/2025

11,857

11,523

11,523

(9)

Echo US Holdings, LLC.

(10)

November 12, 2019

Developer and Manufacturer of PVC and Polypropylene Materials

Secured Debt

7.88% (L+6.25%, Floor 1.63%)

10/25/2024

22,190

22,090

22,190

(9)

Electronic Transaction Consultants, LLC

(10)

July 24, 2020

Technology Service Provider for Toll Road and Infrastructure Operators

Secured Debt

8.50% (L+7.50%, Floor 1.00%)

7/24/2025

10,000

9,829

9,829

(9)

EnCap Energy Fund Investments

(12) (13)

December 28, 2010

Investment Partnership

LP Interests (EnCap Energy Capital Fund VIII, L.P.)

0.1%

3,813

959

(31)

LP Interests (EnCap Energy Capital Fund VIII Co-
Investors, L.P.)

0.4%

2,097

465

(31)

LP Interests (EnCap Energy Capital Fund IX, L.P.)

0.1%

4,366

1,291

(8) (31)

LP Interests (EnCap Energy Capital Fund X, L.P.)

0.1%

8,720

6,426

(8) (31)

LP Interests (EnCap Flatrock

0.8%

6,706

2,546

(8) (31)

44


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Midstream Fund II, L.P.)

LP Interests (EnCap Flatrock Midstream Fund III, L.P.)

0.2%

6,982

5,793

(8) (31)

32,684

17,480

Encino Acquisition Partners Holdings, Inc.

(11)

November 16, 2018

Oil & Gas Exploration & Production

Secured Debt

7.75% (L+6.75%, Floor 1.00%)

10/29/2025

9,000

8,932

8,297

(9)

EPIC Y-Grade Services, LP

(11)

June 22, 2018

NGL Transportation & Storage

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

6/30/2027

6,944

6,854

5,799

(9)

Fortna, Inc.

(10)

July 23, 2019

Process, Physical Distribution and Logistics Consulting Services

Secured Debt

5.15% (L+5.00%)

4/8/2025

7,673

7,553

7,486

Fuse, LLC

(11)

June 30, 2019

Cable Networks Operator

Secured Debt

12.00%

6/28/2024

1,810

1,810

1,472

Common Stock

10,429

256

-

2,066

1,472

GeoStabilization International (GSI)

(11)

December 31, 2018

Geohazard Engineering Services & Maintenance

Secured Debt

5.40% (L+5.25%)

12/19/2025

11,224

11,137

11,196

GoWireless Holdings, Inc.

(11)

December 31, 2017

Provider of Wireless Telecommunications Carrier Services

Secured Debt

7.50% (L+6.50%, Floor 1.00%)

12/22/2024

17,113

16,988

16,976

(9)

Grupo Hima San Pablo, Inc.

(11)

March 7, 2013

Tertiary Care Hospitals

Secured Debt

9.25% (L+7.00%, Floor 1.50%)

4/30/2019

4,504

4,504

3,375

(9) (17)

Secured Debt

13.75%

10/15/2018

2,055

2,040

49

(17)

6,544

3,424

GS HVAM Intermediate, LLC

(10)

October 18, 2019

Specialized Food Distributor

Secured Debt

6.75% (L+5.75%, Floor 1.00%)

10/2/2024

11,053

10,952

11,007

(9)

Gexpro Services

(10)

February 24, 2020

Distributor of Industrial and Specialty Parts

Secured Debt

8.00% (L+6.50%, Floor 1.50%)

2/24/2025

29,180

28,692

28,953

(9)

HDC/HW Intermediate Holdings

(10)

December 21, 2018

Managed Services and Hosting Provider

Secured Debt

8.50% (L+7.50%, Floor 1.00%)

12/21/2023

3,474

3,429

3,351

(9)

Heartland Dental, LLC

(10)

September 9, 2020

Dental Support Organization

Secured Debt

7.50% (L+6.50%, Floor 1.00%)

4/30/2025

14,925

14,501

14,501

(9)

Hunter Defense Technologies, Inc.

(10)

March 29, 2018

Provider of Military and Commercial Shelters and Systems

Secured Debt

8.00% (L+7.00%, Floor 1.00%)

3/29/2023

35,246

34,820

35,246

(9)

45


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

HW Temps LLC

July 2, 2015

Temporary Staffing Solutions

Secured Debt

12.00%

3/29/2023

9,801

9,698

8,994

Hyperion Materials & Technologies, Inc.

(11) (13)

September 12, 2019

Manufacturer of Cutting and Machine Tools & Specialty Polishing Compounds

Secured Debt

6.50% (L+5.50%, Floor 1.00%)

8/28/2026

22,275

21,894

20,813

(9)

Ian, Evan & Alexander Corporation (EverWatch)

(10)

July 31, 2020

Cybersecurity, Software and Data Analytics provider to the Intelligence Community

Secured Debt

9.50% (L+8.50%, Floor 1.00%)

7/31/2025

16,529

16,158

16,158

(9)

Implus Footcare, LLC

(10)

June 1, 2017

Provider of Footwear and Related Accessories

Secured Debt

8.75% (L+7.75%, Floor 1.00%)

4/30/2024

18,890

18,566

17,172

(9)

Independent Pet Partners Intermediate Holdings, LLC

(10)

November 20, 2018

Omnichannel Retailer of Specialty Pet Products

Secured Debt

6.31% PIK (L+6.00% PIK)

12/22/2022

6,111

6,111

6,111

(19)

Secured Debt

6.00% PIK

11/20/2023

16,670

15,086

15,086

(19)

Preferred Stock (non-voting)

3,235

3,235

Preferred Stock (non-voting)

-

-

Member Units

1,558,333

1,558

-

25,990

24,432

Industrial Services Acquisition, LLC

(10)

June 17, 2016

Industrial Cleaning Services

Unsecured Debt

13.00% (6.00% Cash, 7.00% PIK)

12/17/2022

5,624

5,579

5,624

(19)

Preferred Member Units

144

10.00% PIK

112

112

(8) (19) (30)

Preferred Member Units

80

20.00% PIK

71

71

(8) (19) (30)

Member Units

900

900

530

(30)

6,662

6,337

Inn of the Mountain Gods Resort and Casino

(11)

October 30, 2013

Hotel & Casino Owner & Operator

Secured Debt

9.25%

11/30/2023

6,677

6,677

6,677

Interface Security Systems, L.L.C

(10)

August 7, 2019

Commercial Security & Alarm Services

Secured Debt

11.75% (8.75% Cash, 3.00% PIK) (3.00% PIK + L+7.00%, Floor 1.75%)

8/7/2023

7,245

7,145

7,245

(9) (19)

Intermedia Holdings, Inc.

(11)

August 3, 2018

Unified Communications as a Service

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

7/19/2025

20,839

20,755

20,823

(9)

Invincible Boat Company, LLC.

(10)

August 28, 2019

Manufacturer of Sport Fishing Boats

Secured Debt

8.00% (L+6.50%, Floor 1.50%)

8/28/2025

8,876

8,793

8,876

(9)

46


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Isagenix International, LLC

(11)

June 21, 2018

Direct Marketer of Health & Wellness Products

Secured Debt

6.75% (L+5.75%, Floor 1.00%)

6/14/2025

5,572

5,541

3,130

(9)

Jackmont Hospitality, Inc.

(10)

May 26, 2015

Franchisee of Casual Dining Restaurants

Secured Debt

7.75% (L+6.75%, Floor 1.00%)

5/26/2021

3,954

3,953

3,157

(9)

Joerns Healthcare, LLC

(11)

April 3, 2013

Manufacturer and Distributor of Health Care Equipment & Supplies

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

8/21/2024

4,016

3,955

4,016

(9)

Common Stock

472,579

4,429

2,795

8,384

6,811

Kemp Technologies Inc.

(10)

June 27, 2019

Provider of Application Delivery Controllers

Secured Debt

7.50% (L+6.50%, Floor 1.00%)

3/29/2024

17,387

17,088

17,387

(9)

Common Stock

1,000,000

1,550

1,550

18,638

18,937

Klein Hersh, LLC

(10)

November 13, 2020

Executive and C-Suite Placement for the Life Sciences and Healthcare Industries

Secured Debt

8.75% (L+8.00%, Floor 0.75%)

11/13/2025

35,000

34,098

34,098

(9)

Kore Wireless Group Inc.

(11)

December 31, 2018

Mission Critical Software Platform

Secured Debt

5.75% (L+5.50%)

12/20/2024

19,090

19,003

18,828

Larchmont Resources, LLC

(11)

August 13, 2013

Oil & Gas Exploration & Production

Secured Debt

11.00% PIK (L+10.00% PIK, Floor 1.00%)

8/9/2021

2,185

2,185

983

(9) (19)

Member Units

2,828

353

113

(30)

2,538

1,096

Laredo Energy VI, LP

(10)

January 15, 2019

Oil & Gas Exploration & Production

Member Units

1,155,952

11,560

10,238

Lightbox Holdings, L.P.

(11)

May 23, 2019

Provider of Commercial Real Estate Software

Secured Debt

5.15% (L+5.00%)

5/9/2026

14,813

14,623

14,368

LKCM Headwater Investments I, L.P.

(12) (13)

January 25, 2013

Investment Partnership

LP Interests

2.3%

1,746

3,524

(31)

LL Management, Inc.

(10)

May 2, 2019

Medical Transportation Service Provider

Secured Debt

8.25% (L+7.25%, Floor 1.00%)

9/25/2023

16,504

16,337

16,504

(9)

Logix Acquisition Company, LLC

(10)

June 24, 2016

Competitive Local Exchange Carrier

Secured Debt

6.75% (L+5.75%, Floor 1.00%)

12/22/2024

26,131

24,550

24,171

(9)

Looking Glass Investments, LLC

(12) (13)

July 1, 2015

Specialty Consumer
Finance

Member Units

3

125

25

47


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

LSF9 Atlantis Holdings, LLC

(11)

May 17, 2017

Provider of Wireless Telecommunications Carrier Services

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

5/1/2023

9,206

9,206

9,177

(9)

Lulu's Fashion Lounge, LLC

(10)

August 31, 2017

Fast Fashion E-Commerce Retailer

Secured Debt

10.50% (8.00% Cash, 2.50% PIK) (2.50% PIK + L+7.00%, Floor 1.00%)

8/28/2022

11,152

10,983

9,535

(9) (19)

Lynx FBO Operating LLC

(10)

September 30, 2019

Fixed Based Operator in the General Aviation Industry

Secured Debt

7.25% (L+5.75%, Floor 1.50%)

9/30/2024

13,613

13,369

13,521

(9)

Member Units

4,872

687

780

14,056

14,301

Mac Lean-Fogg Company

(10)

April 22, 2019

Manufacturer and Supplier for Auto and Power Markets

Secured Debt

5.63% (L+5.00%, Floor 0.625%)

12/22/2025

17,251

17,149

17,251

(9)

Preferred Stock

13.75% (4.50% Cash, 9.25% PIK)

1,870

1,870

1,841

(8) (19)

19,019

19,092

MHVC Acquisition Corp.

(11)

May 8, 2017

Provider of Differentiated Information Solutions, Systems Engineering, and Analytics

Secured Debt

6.25% (L+5.25%, Floor 1.00%)

4/29/2024

19,797

19,716

19,846

(9)

Mills Fleet Farm Group, LLC

(10)

October 24, 2018

Omnichannel Retailer of Work, Farm and Lifestyle Merchandise

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

10/24/2024

13,860

13,595

13,609

(9)

NBG Acquisition Inc

(11)

April 28, 2017

Wholesaler of Home Décor Products

Secured Debt

6.50% (L+5.50%, Floor 1.00%)

4/26/2024

4,070

4,034

3,399

(9)

NinjaTrader, LLC

(10)

December 18, 2019

Operator of Futures Trading Platform

Secured Debt

8.25% (L+6.75%, Floor 1.50%)

12/18/2024

16,875

16,543

16,849

(9)

NNE Partners, LLC

(10)

March 2, 2017

Oil & Gas Exploration & Production

Secured Debt

9.48% (4.75% Cash, 4.50% PIK) (4.50% PIK + L+4.75%)

12/31/2023

23,683

23,572

21,025

(19)

Project Eagle Holdings, LLC

(10)

July 6, 2020

Provider of Secure Business Collaboration Software

Secured Debt

9.25% (L+8.25%, Floor 1.00%)

7/6/2026

14,963

14,583

14,583

(9)

Novetta Solutions, LLC

(11)

June 21, 2017

Provider of Advanced Analytics Solutions for Defense Agencies

Secured Debt

6.00% (L+5.00%, Floor 1.00%)

10/17/2022

22,912

22,629

22,864

(9)

48


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

NTM Acquisition Corp.

(11)

July 12, 2016

Provider of B2B Travel Information Content

Secured Debt

8.25% (7.25% Cash, 1.00% PIK) (1.00%PIK + L+6.25%, Floor 1.00%)

6/7/2024

4,694

4,694

4,224

(9) (19)

Ospemifene Royalty Sub LLC (QuatRx)

(10)

July 8, 2013

Estrogen-Deficiency Drug Manufacturer and Distributor

Secured Debt

11.50%

11/15/2026

4,765

4,765

121

(14)

PaySimple, Inc.

(10)

September 9, 2019

Leading Technology Services Commerce Platform

Secured Debt

5.65% (L+5.50%)

8/23/2025

24,448

24,225

23,959

PricewaterhouseCoopers Public Sector LLP

(11)

May 24, 2018

Provider of Consulting Services to Governments

Secured Debt

8.15% (L+8.00%)

5/1/2026

9,000

8,969

9,000

PT Network, LLC

(10)

November 1, 2013

Provider of Outpatient Physical Therapy and Sports Medicine Services

Secured Debt

8.73% (6.73% Cash, 2.00% PIK) (2.00% PIK + L+5.50%, Floor 1.00%)

11/30/2023

8,601

8,601

8,601

(9) (19)

Research Now Group, Inc. and Survey Sampling International, LLC

(11)

December 31, 2017

Provider of Outsourced Online Surveying

Secured Debt

6.50% (L+5.50%, Floor 1.00%)

12/20/2024

17,930

17,497

17,715

(9)

RM Bidder, LLC

(10)

November 12, 2015

Scripted and Unscripted TV and Digital Programming Provider

Warrants

187,161

10/20/2025

425

-

(26)

Member Units

2,779

46

26

471

26

RTIC Subsidiary Holdings, LLC

(10)

September 1, 2020

Direct-To-Consumer eCommerce Provider of Outdoor Products

Secured Debt

9.00% (L+7.75%, Floor 1.25%)

9/1/2025

17,260

17,026

17,026

(9)

SAFETY Investment Holdings, LLC

April 29, 2016

Provider of Intelligent Driver Record Monitoring Software and Services

Member Units

2,000,000

2,000

2,350

Salient Partners L.P.

(11)

June 25, 2015

Provider of Asset Management Services

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

8/31/2021

6,450

6,443

4,542

(9)

Staples Canada ULC

(10) (13) (21)

September 14, 2017

Office Supplies Retailer

Secured Debt

8.00% (L+7.00%, Floor 1.00%)

9/12/2024

13,032

12,896

12,382

(9) (22)

TEAM Public Choices, LLC

(10)

October 28, 2019

Home-Based Care Employment Service Provider

Secured Debt

6.00% (L+5.00%, Floor 1.00%)

12/18/2027

12,500

12,126

12,406

(9)

49


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Tectonic Financial, Inc.

May 15, 2017

Financial Services Organization

Common Stock

200,000

2,000

2,800

TGP Holdings III LLC

(11)

September 30, 2017

Outdoor Cooking & Accessories

Secured Debt

9.50% (L+8.50%, Floor 1.00%)

9/25/2025

5,500

5,448

5,307

(9)

The Pasha Group

(11)

February 2, 2018

Diversified Logistics and Transportation Provided

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

1/26/2023

10,162

9,585

9,323

(9)

USA DeBusk LLC

(10)

October 22, 2019

Provider of Industrial Cleaning Services

Secured Debt

6.75% (L+5.75%, Floor 1.00%)

10/22/2024

24,948

24,561

24,591

(9)

U.S. TelePacific Corp.

(11)

September 14, 2016

Provider of Communications and Managed Services

Secured Debt

6.50% (L+5.50%, Floor 1.00%)

5/2/2023

17,088

16,913

15,486

(9)

Veregy Consolidated, Inc.

(11)

November 9, 2020

Energy Service Company

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

11/3/2027

15,000

14,587

14,888

(9)

Vida Capital, Inc

(11)

October 10, 2019

Alternative Asset Manager

Secured Debt

6.15% (L+6.00%)

10/1/2026

17,853

17,626

17,272

Vistar Media, Inc.

(10)

February 17, 2017

Operator of Digital Out-of-Home Advertising Platform

Secured Debt

12.00% (8.50% Cash, 3.50% PIK) (3.50% PIK + L+7.50%, Floor 1.00%)

4/3/2023

4,636

4,513

4,636

(9) (19)

Preferred Stock

70,207

767

910

Warrants

69,675

4/3/2029

-

920

(25)

5,280

6,466

YS Garments, LLC

(11)

August 22, 2018

Designer and Provider of Branded Activewear

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

8/9/2024

13,997

13,902

12,911

(9)

Zilliant Incorporated

June 15, 2012

Price Optimization and Margin Management Solutions

Preferred Stock

186,777

154

260

Warrants

952,500

6/15/2022

1,071

1,190

(28)

1,225

1,450

Subtotal Non-Control/Non-Affiliate Investments (79.5% of net assets at fair value)

1,268,740

1,204,840

Total Portfolio Investments, December 31, 2020 (177.2% of net assets at fair value)

$

2,516,709

$

2,684,866


(1)

All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise noted, are encumbered either as security for the Company’s Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

(2)

Debt investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted.

(3)

See Note C and Schedule 12-14 for a summary of geographic location of portfolio companies.

(4)

Principal is net of repayments. Cost is net of repayments and accumulated unearned income.

(5)

Control investments are defined by the 1940 Act, as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)

Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.

(7)

Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)

Income producing through dividends or distributions.

(9)

Index based floating interest rate is subject to contractual minimum interest rate. A majority of the variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly at the borrower’s option. The borrower may also elect to have multiple interest reset periods for each loan. For each such loan, the Company has provided the weighted average annual stated interest rate in effect at December 31, 2020. As noted in this schedule, 61% of the loans (based on the par amount) contain LIBOR floors which range between 0.50% and 2.00%, with a weighted-average LIBOR floor of approximately 1.11%.

(10)

Private Loan portfolio investment. See Note C for a description of Private Loan portfolio investments.

(11)

Middle Market portfolio investment. See Note C for a description of Middle Market portfolio investments.

(12)

Other Portfolio investment. See Note C for a description of Other Portfolio investments.

(13)

Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)

Non-accrual and non-income producing investment.

(15)

All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”

(16)

External Investment Manager. Investment is not encumbered as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.

(17)

Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)

Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C for further discussion.

(19)

PIK interest income and cumulative dividend income represent income not paid currently in cash.

(20)

All portfolio company headquarters are based in the United States, unless otherwise noted.

(21)

Portfolio company headquarters are located outside of the United States.

(22)

In connection with the Company's debt investment in Staples Canada ULC and in an attempt to mitigate any potential adverse change in foreign exchange rates during the term of the Company's investment, the Company maintains a forward foreign currency contract with Cadence Bank to lend $15.8 million Canadian Dollars and receive $12.0 million U.S. Dollars with a settlement date of September 14, 2021. The unrealized appreciation on the forward foreign currency contract is $0.4 million as of December 31, 2020.

(23)

The Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 7.25% (Floor 1.25%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(24)

Investment date represents the date of initial investment in the portfolio company.

(25)

Warrants are presented in equivalent shares with a strike price of $10.92 per share.

(26)

Warrants are presented in equivalent units with a strike price of $14.28 per unit.

(27)

Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.

(28)

Warrants are presented in equivalent shares with a strike price of $0.001 per share.

(29)

Warrants are presented in equivalent units with a strike price of $1.50 per unit.

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

(30)

Shares/Units represent ownership in an underlying Real Estate or HoldCo entity.

(31)

Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.

(32)

Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investment in this portfolio company will not be finally determined until such process is complete. As noted in footnote (14), our debt investment in this portfolio company is on non-accrual status.

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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

NOTE A—ORGANIZATION AND BASIS OF PRESENTATION

1.           Organization

Main Street Capital Corporation (“MSCC”) is a principal investment firm primarily focused on providing customized debt and equity financing to lower middle market (“LMM”) companies and debt capital to middle market (“Middle Market”) companies. The portfolio investments of MSCC and its consolidated subsidiaries are typically made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in a variety of industry sectors. MSCC seeks to partner with entrepreneurs, business owners and management teams and generally provides “one stop” financing alternatives within its LMM portfolio. MSCC and its consolidated subsidiaries invest primarily in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States and in secured debt investments of Middle Market companies generally headquartered in the United States.

MSCC was formed in March 2007 to operate as an internally managed business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). MSCC wholly owns several investment funds, including Main Street Mezzanine Fund, LP (“MSMF”) and Main Street Capital III, LP (“MSC III” and, together with MSMF, the “Funds”), and each of their general partners. The Funds are each licensed as a Small Business Investment Company (“SBIC”) by the United States Small Business Administration (“SBA”). Because MSCC is internally managed, all of the executive officers and other employees are employed by MSCC. Therefore, MSCC does not pay any external investment advisory fees, but instead directly incurs the operating costs associated with employing investment and portfolio management professionals.

MSC Adviser I, LLC (the “External Investment Manager”) was formed in November 2013 as a wholly owned subsidiary of MSCC to provide investment management and other services to parties other than MSCC and its subsidiaries or their portfolio companies (“External Parties”) and receives fee income for such services. MSCC has been granted no-action relief by the Securities and Exchange Commission (“SEC”) to allow the External Investment Manager to register as a registered investment adviser under the Investment Advisers Act of 1940, as amended. Since the External Investment Manager conducts all of its investment management activities for External Parties, it is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC’s consolidated financial statements.

MSCC has elected to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that it distributes to its stockholders.

MSCC has certain direct and indirect wholly owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The primary purpose of the Taxable Subsidiaries is to permit MSCC to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes.

Unless otherwise noted or the context otherwise indicates, the terms “we,” “us,” “our,” the “Company” and “Main Street” refer to MSCC and its consolidated subsidiaries, which include the Funds and the Taxable Subsidiaries.

2.           Basis of Presentation

Main Street’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies (“ASC 946”). For each of the periods presented

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herein, Main Street’s consolidated financial statements include the accounts of MSCC and its consolidated subsidiaries. The Investment Portfolio, as used herein, refers to all of Main Street’s investments in LMM portfolio companies, investments in Middle Market portfolio companies, Private Loan (as defined in Note C) investments, Other Portfolio (as defined in Note C) investments and the investment in the External Investment Manager (see “Note C—Fair Value Hierarchy for Investments and Debentures—Portfolio Composition—Investment Portfolio Composition” for additional discussion of Main Street’s Investment Portfolio). Main Street’s results of operations and cash flows for the three months ended March 31, 2021 and 2020, and financial position as of March 31, 2021 and December 31, 2020, are presented on a consolidated basis. The effects of all intercompany transactions between Main Street and its consolidated subsidiaries have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements of Main Street are presented in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. The results of operations for the three months ended March 31, 2021 and 2020 are not necessarily indicative of the operating results to be expected for the full year. Also, the unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2020. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Principles of Consolidation

Under ASC 946, Main Street is precluded from consolidating other entities in which Main Street has equity investments, including those in which it has a controlling interest, unless the other entity is another investment company. An exception to this general principle in ASC 946 occurs if Main Street holds a controlling interest in an operating company that provides all or substantially all of its services directly to Main Street or to its portfolio companies. Accordingly, as noted above, MSCC’s consolidated financial statements include the financial position and operating results for the Funds and the Taxable Subsidiaries. Main Street has determined that none of its portfolio investments qualify for this exception, including the investment in the External Investment Manager. Therefore, Main Street’s Investment Portfolio is carried on the consolidated balance sheet at fair value, as discussed further in Note B.1., with any adjustments to fair value recognized as “Net Unrealized Appreciation (Depreciation)” on the consolidated statements of operations until the investment is realized, usually upon exit, resulting in any gain or loss being recognized as a “Net Realized Gain (Loss).”

Portfolio Investment Classification

Main Street classifies its Investment Portfolio in accordance with the requirements of the 1940 Act. Under the 1940 Act, (a) “Control Investments” are defined as investments in which Main Street owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) “Affiliate Investments” are defined as investments in which Main Street owns between 5% and 25% (inclusive) of the voting securities and does not have rights to maintain greater than 50% of the board representation, and (c) “Non-Control/Non-Affiliate Investments” are defined as investments that are neither Control Investments nor Affiliate Investments. For purposes of determining the classification of its Investment Portfolio, Main Street has excluded consideration of any voting securities or board appointment rights held by third-party investment funds advised by the External Investment Manager.

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.           Valuation of the Investment Portfolio

Main Street accounts for its Investment Portfolio at fair value. As a result, Main Street follows the provisions of ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires Main Street to assume that the

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portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact.

Main Street’s portfolio strategy calls for it to invest primarily in illiquid debt and equity securities issued by privately held, LMM companies and more liquid debt securities issued by Middle Market companies that are generally larger in size than the LMM companies. Main Street categorizes some of its investments in LMM companies and Middle Market companies as Private Loan portfolio investments, which are primarily debt securities in privately held companies that have been originated through strategic relationships with other investment funds on a collaborative basis, and are often referred to in the debt markets as “club deals.” Private Loan investments are typically similar in size, structure, terms and conditions to investments Main Street holds in its LMM portfolio and Middle Market portfolio. Main Street’s portfolio also includes Other Portfolio investments which primarily consist of investments that are not consistent with the typical profiles for its LMM portfolio investments, Middle Market portfolio investments or Private Loan portfolio investments, including investments which may be managed by third parties. Main Street’s portfolio may also include short-term portfolio investments that are atypical of Main Street’s LMM, Middle Market and Private Loan portfolio investments in that they are intended to be a short-term deployment of capital and are more liquid than investments within the other portfolios. Main Street’s portfolio investments may be subject to restrictions on resale.

LMM investments and Other Portfolio investments generally have no established trading market while Middle Market and short-term portfolio investments generally have established markets that are not active. Private Loan investments may include investments which have no established trading market or have established markets that are not active. Main Street determines in good faith the fair value of its Investment Portfolio pursuant to a valuation policy in accordance with ASC 820 and a valuation process approved by its Board of Directors and in accordance with the 1940 Act. Main Street’s valuation policies and processes are intended to provide a consistent basis for determining the fair value of Main Street’s Investment Portfolio.

For LMM portfolio investments, Main Street generally reviews external events, including private mergers, sales and acquisitions involving comparable companies, and includes these events in the valuation process by using an enterprise value waterfall methodology (“Waterfall”) for its LMM equity investments and an income approach using a yield-to-maturity model (“Yield-to-Maturity”) for its LMM debt investments. For Middle Market and short-term portfolio investments, Main Street primarily uses quoted prices in the valuation process. Main Street determines the appropriateness of the use of third-party broker quotes, if any, in determining fair value based on its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer, the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company and other market indices. For Middle Market and Private Loan portfolio investments in debt securities for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value the investment in a current hypothetical sale using the Yield-to-Maturity valuation method. For its Other Portfolio equity investments, Main Street generally calculates the fair value of the investment primarily based on the net asset value (“NAV”) of the fund and adjusts the fair value for other factors deemed relevant that would affect the fair value of the investment. All of the valuation approaches for Main Street’s portfolio investments estimate the value of the investment as if Main Street were to sell, or exit, the investment as of the measurement date.

These valuation approaches consider the value associated with Main Street’s ability to control the capital structure of the portfolio company, as well as the timing of a potential exit. For valuation purposes, “control” portfolio investments are composed of debt and equity securities in companies for which Main Street has a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company’s board of directors. For valuation purposes, “non-control” portfolio investments are generally composed of debt and equity securities in companies for which Main Street does not have a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company’s board of directors.

Under the Waterfall valuation method, Main Street estimates the enterprise value of a portfolio company using a combination of market and income approaches or other appropriate valuation methods, such as considering recent transactions in the equity securities of the portfolio company or third-party valuations of the portfolio company, and then performs a waterfall calculation by allocating the enterprise value over the portfolio company’s securities in order of

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their preference relative to one another. The enterprise value is the fair value at which an enterprise could be sold in a transaction between two willing parties, other than through a forced or liquidation sale. Typically, privately held companies are bought and sold based on multiples of earnings before interest, taxes, depreciation and amortization (“EBITDA”), cash flows, net income, revenues, or in limited cases, book value. There is no single methodology for estimating enterprise value. For any one portfolio company, enterprise value is generally described as a range of values from which a single estimate of enterprise value is derived. In estimating the enterprise value of a portfolio company, Main Street analyzes various factors including the portfolio company’s historical and projected financial results. Due to SEC deadlines for Main Street’s quarterly and annual financial reporting, the operating results of a portfolio company used in the current period valuation are generally the results from the period ended three months prior to such valuation date and may include unaudited, projected, budgeted or pro forma financial information and may require adjustments for non-recurring items or to normalize the operating results that may require significant judgment in determining. In addition, projecting future financial results requires significant judgment regarding future growth assumptions. In evaluating the operating results, Main Street also analyzes the impact of exposure to litigation, loss of customers or other contingencies. After determining the appropriate enterprise value, Main Street allocates the enterprise value to investments in order of the legal priority of the various components of the portfolio company’s capital structure. In applying the Waterfall valuation method, Main Street assumes the loans are paid off at the principal amount in a change in control transaction and are not assumed by the buyer, which Main Street believes is consistent with its past transaction history and standard industry practices.

Under the Yield-to-Maturity valuation method, Main Street also uses the income approach to determine the fair value of debt securities based on projections of the discounted future free cash flows that the debt security will likely generate, including analyzing the discounted cash flows of interest and principal amounts for the debt security, as set forth in the associated loan agreements, as well as the financial position and credit risk of the portfolio company. Main Street’s estimate of the expected repayment date of its debt securities is generally the maturity date of the instrument, as Main Street generally intends to hold its loans and debt securities to maturity. The Yield-to-Maturity analysis also considers changes in leverage levels, credit quality, portfolio company performance and other factors. Main Street will generally use the value determined by the Yield-to-Maturity analysis as the fair value for that security; however, because of Main Street’s general intent to hold its loans to maturity, the fair value will not exceed the principal amount of the debt security valued using the Yield-to-Maturity valuation method. A change in the assumptions that Main Street uses to estimate the fair value of its debt securities using the Yield-to-Maturity valuation method could have a material impact on the determination of fair value. If there is deterioration in credit quality or if a debt security is in workout status, Main Street may consider other factors in determining the fair value of the debt security, including the value attributable to the debt security from the enterprise value of the portfolio company or the proceeds that would most likely be received in a liquidation analysis.

Under the NAV valuation method, for an investment in an investment fund that does not have a readily determinable fair value, Main Street measures the fair value of the investment predominately based on the NAV of the investment fund as of the measurement date and adjusts the investment’s fair value for factors known to Main Street that would affect that fund’s NAV, including, but not limited to, fair values for individual investments held by the fund if Main Street holds the same investment or for a publicly traded investment. In addition, in determining the fair value of the investment, Main Street considers whether adjustments to the NAV are necessary in certain circumstances, based on the analysis of any restrictions on redemption of Main Street’s investment as of the measurement date, recent actual sales or redemptions of interests in the investment fund, and expected future cash flows available to equity holders, including the rate of return on those cash flows compared to an implied market return on equity required by market participants, or other uncertainties surrounding Main Street’s ability to realize the full NAV of its interests in the investment fund.

Pursuant to its internal valuation process and the requirements under the 1940 Act, Main Street performs valuation procedures on each of its portfolio investments quarterly. In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its LMM portfolio companies, Main Street, among other things, consults with a nationally recognized independent financial advisory services firm. The nationally recognized independent financial advisory services firm analyzes and provides observations, recommendations and an assurance certification regarding the Company’s determinations of the fair value of its LMM portfolio company investments. The nationally recognized independent financial advisory services firm is generally consulted relative to Main Street’s investments in each LMM portfolio company at least once every calendar year, and for Main Street’s investments in new LMM portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, Main Street may determine that it is not cost-effective, and as a result is not in its stockholders’ best interest, to consult with the nationally recognized independent financial advisory services firm on its investments in one or more

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LMM portfolio companies. Such instances include, but are not limited to, situations where the fair value of Main Street’s investment in a LMM portfolio company is determined to be insignificant relative to the total Investment Portfolio. Main Street consulted with and received an assurance certification from its independent financial advisory services firm in arriving at Main Street’s determination of fair value on its investments in a total of 16 LMM portfolio companies for the three months ended March 31, 2021, representing approximately 26% of the total LMM portfolio at fair value as of March 31, 2021, and on a total of 15 LMM portfolio companies for the three months ended March 31, 2020, representing approximately 26% of the total LMM portfolio at fair value as of March 31, 2020. Excluding its investments in LMM portfolio companies that, as of March 31, 2021 and 2020, as applicable, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment or whose primary purpose is to own real estate for which a third-party appraisal is obtained on at least an annual basis, the percentage of the LMM portfolio reviewed and certified by Main Street’s independent financial advisory services firm for the three months ended March 31, 2021 and 2020 was 29% of the total LMM portfolio at fair value as of both March 31, 2021 and 2020.

For valuation purposes, all of Main Street’s Middle Market portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, Main Street uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. For Middle Market portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Middle Market debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Middle Market equity investments in a current hypothetical sale using the Waterfall valuation method. Because the vast majority of the Middle Market portfolio investments are typically valued using third-party quotes or other independent pricing services (including 93% and 90% of the Middle Market portfolio investments as of March 31, 2021 and December 31, 2020, respectively), Main Street generally does not consult with any financial advisory services firms in connection with determining the fair value of its Middle Market investments.

For valuation purposes, all of Main Street’s Private Loan portfolio investments are non-control investments. For Private Loan portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Private Loan debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Private Loan equity investments in a current hypothetical sale using the Waterfall valuation method.

In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its Private Loan portfolio companies, Main Street, among other things, consults with a nationally recognized independent financial advisory services firm. The nationally recognized independent financial advisory services firm analyzes and provides observations and recommendations and an assurance certification regarding the Company’s determinations of the fair value of its Private Loan portfolio company investments. The nationally recognized independent financial advisory services firm is generally consulted relative to Main Street’s investments in each Private Loan portfolio company at least once every calendar year, and for Main Street’s investments in new Private Loan portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, Main Street may determine that it is not cost-effective, and as a result is not in its stockholders’ best interest, to consult with the nationally recognized independent financial advisory services firm on its investments in one or more Private Loan portfolio companies. Such instances include, but are not limited to, situations where the fair value of Main Street’s investment in a Private Loan portfolio company is determined to be insignificant relative to the total Investment Portfolio. Main Street consulted with and received an assurance certification from its independent financial advisory services firm in arriving at its determination of fair value on its investments in a total of 11 Private Loan portfolio companies for the three months ended March 31, 2021, representing approximately 22% of the total Private Loan portfolio at fair value as of March 31, 2021, and on a total of 10 Private Loan portfolio companies for the three months ended March 31, 2020, representing approximately 17% of the total Private Loan portfolio at fair value as of March 31, 2020. Excluding its investments in Private Loan portfolio companies that, as of March 31, 2021 and 2020, as applicable, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment and its investments in Private Loan portfolio companies that were not reviewed because the investment is valued based upon third-party quotes or other independent pricing, the percentage of the Private Loan portfolio reviewed and certified by Main Street’s independent financial advisory services firm for the three months ended March 31, 2021 and 2020 was 29% and 25% of the total Private Loan portfolio at fair value as of March 31, 2021 and 2020, respectively.

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For valuation purposes, all of Main Street’s short-term portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, Main Street uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. Because all of the short-term portfolio investments are typically valued using third-party quotes or other independent pricing services, Main Street generally does not consult with any financial advisory services firms in connection with determining the fair value of its short-term portfolio investments.

For valuation purposes, all of Main Street’s Other Portfolio investments are non-control investments. Main Street’s Other Portfolio investments comprised 5.1% and 3.6% of Main Street’s Investment Portfolio at fair value as of March 31, 2021 and December 31, 2020, respectively. Similar to the LMM investment portfolio, market quotations for Other Portfolio equity investments are generally not readily available. For its Other Portfolio equity investments, Main Street generally determines the fair value of these investments using the NAV valuation method.

For valuation purposes, Main Street’s investment in the External Investment Manager is a control investment. Market quotations are not readily available for this investment, and as a result, Main Street determines the fair value of the External Investment Manager using the Waterfall valuation method under the market approach. In estimating the enterprise value, Main Street analyzes various factors, including the entity’s historical and projected financial results, as well as its size, marketability and performance relative to the population of market comparables. This valuation approach estimates the value of the investment as if Main Street were to sell, or exit, the investment. In addition, Main Street considers its ability to control the capital structure of the company, as well as the timing of a potential exit, in connection with determining the fair value of the External Investment Manager.

Due to the inherent uncertainty in the valuation process, Main Street’s determination of fair value for its Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. Main Street determines the fair value of each individual investment and records changes in fair value as unrealized appreciation or depreciation.

Main Street uses an internally developed portfolio investment rating system in connection with its investment oversight, portfolio management and analysis and investment valuation procedures for its LMM portfolio companies. This system takes into account both quantitative and qualitative factors of the LMM portfolio company and the investments held therein.

The Board of Directors of Main Street has the final responsibility for overseeing, reviewing and approving, in good faith, Main Street’s determination of the fair value for its Investment Portfolio, as well as its valuation procedures, consistent with 1940 Act requirements. Main Street believes its Investment Portfolio as of March 31, 2021 and December 31, 2020 approximates fair value as of those dates based on the markets in which Main Street operates and other conditions in existence on those reporting dates.

2.           Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results may differ from these estimates under different conditions or assumptions. Additionally, as explained in Note B.1., the consolidated financial statements include investments in the Investment Portfolio whose values have been estimated by Main Street with the oversight, review and approval by Main Street’s Board of Directors in the absence of readily ascertainable market values. Because of the inherent uncertainty of the Investment Portfolio valuations, those estimated values may differ materially from the values that would have been determined had a ready market for the securities existed.

The COVID-19 pandemic, and the related effect on the U.S. and global economies, has impacted, and threatens to continue to impact, the businesses and operating results of certain of Main Street’s portfolio companies, as well as market interest rate spreads. As a result of these and other current effects of the COVID-19 pandemic, as well as the

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uncertainty regarding the extent and duration of its impact, the valuation of Main Street’s Investment Portfolio has been experiencing increased volatility since the beginning of the COVID-19 pandemic.

3.           Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid investments with an original maturity of three months or less at the date of purchase. Cash and cash equivalents are carried at cost, which approximates fair value.

At March 31, 2021, cash balances totaling $62.1 million exceeded Federal Deposit Insurance Corporation insurance protection levels, subjecting the Company to risk related to the uninsured balance. All of the Company’s cash deposits are held at large established high credit quality financial institutions and management believes that the risk of loss associated with any uninsured balances is remote.

4.            Interest, Dividend and Fee Income

Main Street records interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. In accordance with Main Street’s valuation policies, Main Street evaluates accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if Main Street otherwise does not expect the debtor to be able to service all of its debt or other obligations, Main Street will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security’s status significantly improves regarding the debtor’s ability to service the debt or other obligations, or if a loan or debt security is sold or written off, Main Street removes it from non-accrual status.

As of March 31, 2021, Main Street’s total Investment Portfolio had six investments on non-accrual status, which comprised approximately 0.8% of its fair value and 2.9% of its cost. As of December 31, 2020, Main Street’s total Investment Portfolio had seven investments on non-accrual status, which comprised approximately 1.3% of its fair value and 3.6% of its cost.

Main Street holds certain debt and preferred equity instruments in its Investment Portfolio that contain payment-in-kind (“PIK”) interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed in Note B.9. below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though Main Street may not have collected the PIK interest and cumulative dividends in cash. For the three months ended March 31, 2021 and 2020, (i) approximately 3.8% and 1.1%, respectively, of Main Street’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 0.7% and 1.0%, respectively, of Main Street’s total investment income was attributable to cumulative dividend income not paid currently in cash. Main Street stops accruing PIK interest and cumulative dividends and writes off any accrued and uncollected interest and dividends in arrears when it determines that such PIK interest and dividends in arrears are no longer collectible.

Main Street may periodically provide services, including structuring and advisory services, to its portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are deferred and accreted into income over the life of the financing.

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A presentation of total investment income Main Street received from its Investment Portfolio in each of the periods presented is as follows:

Three Months Ended

March 31, 

    

2021

    

2020

    

(dollars in thousands)

Interest, fee and dividend income:

Interest income

$

43,471

$

44,877

Dividend income

 

17,697

 

8,041

Fee income

 

1,639

 

3,232

Total interest, fee and dividend income

$

62,807

$

56,150

5.           Deferred Financing Costs

Deferred financing costs include commitment fees and other costs related to Main Street’s multi-year revolving credit facility (the “Credit Facility”) and its unsecured notes, as well as the commitment fees and leverage fees (approximately 3.4% of the total commitment and draw amounts, as applicable) on the SBIC debentures. See further discussion of Main Street’s debt in Note E. Deferred financing costs in connection with the Credit Facility are capitalized as an asset. Deferred financing costs in connection with all other debt arrangements are a direct deduction from the related debt liability.

6.           Equity Offering Costs

The Company’s offering costs are charged against the proceeds from equity offerings when the proceeds are received.

7.           Unearned Income—Debt Origination Fees and Original Issue Discount and Discounts / Premiums to Par Value

Main Street capitalizes debt origination fees received in connection with financings and reflects such fees as unearned income netted against the applicable debt investments. The unearned income from the fees is accreted into income based on the effective interest method over the life of the financing.

In connection with its portfolio debt investments, Main Street sometimes receives nominal cost warrants or warrants with an exercise price below the fair value of the underlying equity (together, “nominal cost equity”) that are valued as part of the negotiation process with the particular portfolio company. When Main Street receives nominal cost equity, Main Street allocates its cost basis in its investment between its debt security and its nominal cost equity at the time of origination based on amounts negotiated with the particular portfolio company. The allocated amounts are based upon the fair value of the nominal cost equity, which is then used to determine the allocation of cost to the debt security. Any discount recorded on a debt investment resulting from this allocation is reflected as unearned income, which is netted against the applicable debt investment, and accreted into interest income based on the effective interest method over the life of the debt investment. The actual collection of this interest is deferred until the time of debt principal repayment.

Main Street may also purchase debt securities at a discount or at a premium to the par value of the debt security. In the case of a purchase at a discount, Main Street records the investment at the par value of the debt security net of the discount, and the discount is accreted into interest income based on the effective interest method over the life of the debt investment. In the case of a purchase at a premium, Main Street records the investment at the par value of the debt security plus the premium, and the premium is amortized as a reduction to interest income based on the effective interest method over the life of the debt investment.

To maintain RIC tax treatment (as discussed in Note B.9. below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though Main Street may not have collected the interest income. For the three months ended March 31, 2021 and 2020, approximately 2.4% and 2.6%, respectively, of Main

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Street’s total investment income was attributable to interest income from the accretion of discounts associated with debt investments, net of any premium reduction.

8.           Share-Based Compensation

Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, Main Street measures the grant date fair value based upon the market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.

Main Street has also adopted Accounting Standards Update (“ASU”) 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which requires that all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) be recognized as income tax expense or benefit in the income statement and not delay recognition of a tax benefit until the tax benefit is realized through a reduction to taxes payable. Accordingly, the tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Additionally, Main Street has elected to account for forfeitures as they occur.

9.            Income Taxes

MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC’s taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its “investment company taxable income” (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) the filing of the U.S. federal income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.

The Taxable Subsidiaries primarily hold certain portfolio investments for Main Street. The Taxable Subsidiaries permit Main Street to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes and to continue to comply with the “source-of-income” requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with Main Street for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in Main Street’s consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to temporary book and tax timing differences and permanent differences. The Taxable Subsidiaries are each taxed at their normal corporate tax rates based on their taxable income. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the Taxable Subsidiaries are reflected in Main Street’s consolidated financial statements.

The External Investment Manager is an indirect wholly owned subsidiary of MSCC owned through a Taxable Subsidiary and is a disregarded entity for tax purposes. The External Investment Manager has entered into a tax sharing agreement with its Taxable Subsidiary owner. Since the External Investment Manager is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC’s consolidated financial statements, and as a result of the tax sharing agreement with its Taxable Subsidiary owner, for its stand-alone financial reporting purposes the External Investment Manager is treated as if it is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the External Investment Manager are reflected in the External Investment Manager’s separate financial statements.

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The Taxable Subsidiaries and the External Investment Manager use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided, if necessary, against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

10.         Net Realized Gains or Losses and Net Unrealized Appreciation or Depreciation

Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period net of recoveries and realized gains or losses from in-kind redemptions. Net unrealized appreciation or depreciation reflects the net change in the fair value of the Investment Portfolio and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.

11.         Fair Value of Financial Instruments

Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Main Street believes that the carrying amounts of its financial instruments, consisting of cash and cash equivalents, receivables, payables and other liabilities approximate the fair values of such items due to the short-term nature of these instruments.

To estimate the fair value of Main Street’s multiple tranches of unsecured debt instruments as disclosed in Note E – Debt, Main Street uses quoted market prices. For the estimated fair value of Main Street’s SBIC debentures, Main Street uses the Yield-to-Maturity valuation method based on projections of the discounted future free cash flows that the debt security will likely generate, including both the discounted cash flows of the associated interest and principal amounts for the debt security.

12.         Earnings per Share

Basic and diluted per share calculations are computed utilizing the weighted-average number of shares of common stock outstanding for the period. In accordance with ASC 260, Earnings Per Share, the unvested shares of restricted stock awarded pursuant to Main Street’s equity compensation plans are participating securities and, therefore, are included in the basic earnings per share calculation. As a result, for all periods presented, there is no difference between diluted earnings per share and basic earnings per share amounts.

13.         Recently Issued or Adopted Accounting Standards

In March 2020, the FASB issued ASU 2020-04, “Reference rate reform (Topic 848)—Facilitation of the effects of reference rate reform on financial reporting.” The amendments in this update provide optional expedients and exceptions for applying U.S. GAAP to certain contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform and became effective upon issuance for all entities. The Company has agreements that have LIBOR as a reference rate with certain portfolio companies and also with certain lenders. Many of these agreements include language for choosing an alternative successor rate if LIBOR reference is no longer considered to be appropriate. Contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. The Company adopted this amendment in March 2020 and plans to apply the amendments in this update to account for contract modifications due to changes in reference rates. The Company continues to evaluate the impact that the amendments in this update will have on its consolidated financial statements and disclosures when applied.

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In May 2020, the SEC published Release No. 33-10786 (the “May 2020 Release”), Amendments to Financial Disclosures about Acquired and Disposed Businesses, announcing its adoption of rules amending Rule 1-02(w)(2) under Regulation S-X used in the determination of a significant subsidiary specific to investment companies, including BDCs. In part, the rules adopted pursuant to the May 2020 Release eliminated the use of the asset test, and amended the income and investment tests for determining whether an unconsolidated subsidiary requires additional disclosure in the footnotes of the financial statements. Main Street adopted the rules pursuant to the May 2020 Release during the quarter ended June 30, 2020. The impact of the adoption of these rules on Main Street’s consolidated financial statements was not material.

In December 2020, the SEC published Release No. IC-34084 (the “December 2020 Release”) Use of Derivatives by Registered Investment Companies and Business Development Companies, announcing its adoption of Rule 18f-4 and amendment of Rule 6c-11 under the 1940 Act to provide an updated, comprehensive approach to the regulation of registered investment companies’, including BDCs’, use of derivatives and address investor protection concerns. In part, the rules adopted pursuant to the December 2020 Release require that funds using derivatives generally will have to adopt a derivatives risk management program that a derivatives risk manager administers and that the fund’s board of directors oversees, and comply with an outer limit on fund leverage. Funds that use derivatives only in a limited manner will not be subject to these requirements, but they will have to adopt and implement policies and procedures reasonably designed to manage the fund’s derivatives risks. Funds also will be subject to reporting and recordkeeping requirements regarding their derivatives use. Main Street adopted the rules pursuant to the December 2020 Release during the quarter ended March 31, 2021. As Main Street is a limited user of derivatives, the impact of the adoption of these rules on the consolidated financial statements was not material.

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by Main Street as of the specified effective date. Main Street believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its consolidated financial statements upon adoption.

NOTE C—FAIR VALUE HIERARCHY FOR INVESTMENTS AND DEBENTURES—PORTFOLIO COMPOSITION

ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. Main Street accounts for its investments at fair value.

Fair Value Hierarchy

In accordance with ASC 820, Main Street has categorized its investments based on the priority of the inputs to the valuation technique into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical investments (Level 1) and the lowest priority to unobservable inputs (Level 3).

Investments recorded on Main Street’s balance sheet are categorized based on the inputs to the valuation techniques as follows:

Level 1—Investments whose values are based on unadjusted quoted prices for identical assets in an active market that Main Street has the ability to access (examples include investments in active exchange-traded equity securities and investments in most U.S. government and agency securities).

Level 2—Investments whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the investment. Level 2 inputs include the following:

Quoted prices for similar assets in active markets (for example, investments in restricted stock);
Quoted prices for identical or similar assets in non-active markets (for example, investments in thinly traded public companies);

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Pricing models whose inputs are observable for substantially the full term of the investment (for example, market interest rate indices); and
Pricing models whose inputs are derived principally from, or corroborated by, observable market data through correlation or other means for substantially the full term of the investment.

Level 3—Investments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (for example, investments in illiquid securities issued by privately held companies). These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the investment.

As required by ASC 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized within the Level 3 tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

As of March 31, 2021 and December 31, 2020, all of Main Street’s LMM portfolio investments consisted of illiquid securities issued by privately held companies and the fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of Main Street’s LMM portfolio investments were categorized as Level 3 as of March 31, 2021 and December 31, 2020.

As of March 31, 2021 and December 31, 2020, Main Street’s Middle Market portfolio investments consisted primarily of investments in secured and unsecured debt investments and independently rated debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street’s Middle Market portfolio investments were categorized as Level 3 as of March 31, 2021 and December 31, 2020.

As of March 31, 2021 and December 31, 2020, Main Street’s private loan (“Private Loan”) portfolio investments primarily consisted of investments in interest-bearing secured debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street’s Private Loan portfolio investments were categorized as Level 3 as of March 31, 2021 and December 31, 2020.

As of March 31, 2021 and December 31, 2020, Main Street’s Other Portfolio investments consisted of illiquid securities issued by privately held companies and the fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of Main Street’s Other Portfolio investments were categorized as Level 3 as of March 31, 2021 and December 31, 2020.

As of March 31, 2021, Main Street held several short-term portfolio investments consisting primarily of investments in secured debt investments and independently rated debt investments. The fair value determination for these investments consisted of available observable inputs in non-active markets sufficient to determine the fair value of these investments. As a result, all of Main Street’s short-term portfolio investments were categorized as Level 2 as of March 31, 2021. Main Street did not hold any short-term portfolio investments as of December 31, 2020.

The fair value determination of each portfolio investment categorized as Level 3 required one or more of the following unobservable inputs:

Financial information obtained from each portfolio company, including unaudited statements of operations and balance sheets for the most recent period available as compared to budgeted numbers;
Current and projected financial condition of the portfolio company;

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