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Main Street Capital CORP - Quarter Report: 2022 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, 2022

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 5, 2022 was 72,979,061.


Table of Contents

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements

Consolidated Balance Sheets—March 31, 2022 (unaudited) and December 31, 2021

1

Consolidated Statements of Operations (unaudited)—Three months ended March 31, 2022 and 2021

2

Consolidated Statements of Changes in Net Assets (unaudited)—Three months ended March 31, 2022 and 2021

3

Consolidated Statements of Cash Flows (unaudited)—Three months ended March 31, 2022 and 2021

4

Consolidated Schedule of Investments (unaudited)—March 31, 2022

5

Consolidated Schedule of Investments—December 31, 2021

26

Notes to Consolidated Financial Statements (unaudited)

48

Consolidated Schedules of Investments in and Advances to Affiliates (unaudited)—Three months ended March 31, 2022 and 2021

84

Item 2.

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

93

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

111

Item 4.

Controls and Procedures

111

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

111

Item 1A.

Risk Factors

111

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

112

Item 6.

Exhibits

113

Signatures

114


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Balance Sheets

(in thousands, except shares and per share amounts)

March 31, 

December 31, 

    

2022

    

2021

(Unaudited)

ASSETS

 

  

 

  

Investments at fair value:

 

  

 

  

Control investments (cost: $1,099,019 and $1,107,597 as of March 31, 2022 and December 31, 2021, respectively)

$

1,486,663

$

1,489,257

Affiliate investments (cost: $583,428 and $578,539 as of March 31, 2022 and December 31, 2021, respectively)

 

559,439

 

549,214

Non‑Control/Non‑Affiliate investments (cost: $1,690,120 and $1,573,110 as of March 31, 2022 and December 31, 2021, respectively)

 

1,644,636

 

1,523,360

Total investments (cost: $3,372,567 and $3,259,246 as of March 31, 2022 and December 31, 2021, respectively)

 

3,690,738

 

3,561,831

Cash and cash equivalents

 

17,952

 

32,629

Interest receivable and other assets

 

68,320

 

56,488

Receivable for securities sold

 

 

35,125

Deferred financing costs (net of accumulated amortization of $9,705 and $9,462 as of March 31, 2022 and December 31, 2021, respectively)

 

3,973

 

4,217

Total assets

$

3,780,983

$

3,690,290

LIABILITIES

 

 

Credit facility

$

338,000

$

320,000

3.00% Notes due 2026 (par: $500,000 as of both March 31, 2022 and December 31, 2021)

 

497,741

 

497,609

5.20% Notes due 2024 (par: $450,000 as of both March 31, 2022 and December 31, 2021)

 

451,136

 

451,272

SBIC debentures (par: $350,000 as of both March 31, 2022 and December 31, 2021)

 

343,027

 

342,731

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

 

184,595

 

184,444

Accounts payable and other liabilities

 

26,655

 

40,469

Payable for securities purchased

 

 

5,111

Interest payable

 

17,145

 

14,926

Dividend payable

 

15,519

 

15,159

Deferred tax liability, net

 

33,511

 

29,723

Total liabilities

 

1,907,329

 

1,901,444

Commitments and contingencies (Note K)

 

 

NET ASSETS

 

 

Common stock, $0.01 par value per share (150,000,000 shares authorized; 72,252,180 and 70,700,885 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively)

 

723

 

707

Additional paid‑in capital

 

1,807,739

 

1,736,346

Total undistributed earnings

 

65,192

 

51,793

Total net assets

 

1,873,654

 

1,788,846

Total liabilities and net assets

$

3,780,983

$

3,690,290

NET ASSET VALUE PER SHARE

$

25.89

$

25.29

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

1


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Operations

(in thousands, except shares and per share amounts)

(Unaudited)

Three Months Ended

    

March 31, 

    

    

2022

    

2021

INVESTMENT INCOME:

 

  

 

  

 

Interest, fee and dividend income:

 

  

 

  

 

Control investments

$

32,577

$

24,025

Affiliate investments

 

13,917

 

11,505

Non‑Control/Non‑Affiliate investments

 

32,901

 

27,277

Total investment income

 

79,395

 

62,807

EXPENSES:

 

 

Interest

 

(16,687)

 

(13,804)

Compensation

 

(7,269)

 

(6,318)

General and administrative

 

(3,226)

 

(2,975)

Share‑based compensation

 

(2,818)

 

(2,333)

Expenses allocated to the External Investment Manager

 

2,817

 

2,380

Total expenses

 

(27,183)

 

(23,050)

NET INVESTMENT INCOME

 

52,212

 

39,757

NET REALIZED GAIN (LOSS):

 

 

Control investments

 

-

 

(10,925)

Affiliate investments

 

692

 

(4,803)

Non‑Control/Non‑Affiliate investments

 

2,644

 

(2)

Total net realized gain (loss)

 

3,336

 

(15,730)

NET UNREALIZED APPRECIATION (DEPRECIATION):

 

 

Control investments

 

8,279

 

14,261

Affiliate investments

 

3,041

 

6,417

Non‑Control/Non‑Affiliate investments

 

3,432

 

13,323

Total net unrealized appreciation (depreciation)

 

14,752

 

34,001

INCOME TAXES:

 

 

Federal and state income, excise and other taxes

 

(1,309)

 

(634)

Deferred taxes

 

(3,788)

 

(48)

Income tax benefit (provision)

 

(5,097)

 

(682)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

$

65,203

$

57,346

NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED

$

0.73

$

0.58

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

$

0.91

$

0.84

WEIGHTED AVERAGE SHARES
OUTSTANDING—BASIC AND DILUTED

 

71,708,326

 

68,126,576

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

(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, 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 (decrease) resulting from operations

 

 

 

57,346

 

57,346

Balances at March 31, 2021

68,000,898

$

680

$

1,625,881

$

(86,397)

$

1,540,164

Balances at December 31, 2021

70,737,021

$

707

$

1,736,346

$

51,793

$

1,788,846

Public offering of common stock, net of offering costs

1,502,430

 

15

 

63,507

 

 

63,522

Share‑based compensation

 

 

2,818

 

 

2,818

Dividend reinvestment

114,043

 

1

 

4,812

 

 

4,813

Amortization of directors’ deferred compensation

 

 

147

 

 

147

Issuance of restricted stock, net of forfeited shares

16,913

 

 

 

 

Dividends to stockholders

 

 

109

 

(51,804)

 

(51,695)

Net increase (decrease) resulting from operations

 

 

 

65,203

 

65,203

Balances at March 31, 2022

72,370,407

$

723

$

1,807,739

$

65,192

$

1,873,654

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

(in thousands)

(Unaudited)

Three Months Ended

    

March 31, 

2022

   

2021

CASH FLOWS FROM OPERATING ACTIVITIES

Net increase (decrease) in net assets resulting from operations

$

65,203

$

57,346

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

(315,369)

(208,186)

Proceeds from sales and repayments of debt investments in portfolio companies

218,781

121,027

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

19,963

13,920

Net unrealized (appreciation) depreciation

(14,752)

(34,001)

Net realized (gain) loss

(3,336)

15,730

Accretion of unearned income

(2,834)

(2,468)

Payment-in-kind interest

(937)

(2,389)

Cumulative dividends

(887)

(425)

Share-based compensation expense

2,818

2,333

Amortization of deferred financing costs

686

740

Deferred tax (benefit) provision

3,788

48

Changes in other assets and liabilities:

Interest receivable and other assets

(11,731)

4,096

Interest payable

2,219

6,610

Accounts payable and other liabilities

(13,667)

(504)

Deferred fees and other

378

1,172

Net cash used in operating activities

(49,677)

(24,951)

CASH FLOWS FROM FINANCING ACTIVITIES

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

63,522

3,628

Proceeds from public offering of 3.00% Notes due 2026

-

300,000

Dividends paid

(46,522)

(38,045)

Proceeds from issuance of SBIC debentures

-

20,200

Repayments of SBIC debentures

-

(40,000)

Proceeds from credit facility

185,000

125,000

Repayments on credit facility

(167,000)

(307,000)

Debt issuance premiums (costs), net

-

(5,743)

Purchases of vested stock for employee payroll tax withholding

-

(7)

Net cash provided by financing activities

35,000

58,033

Net increase (decrease) in cash and cash equivalents

(14,677)

33,082

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

32,629

31,919

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

17,952

$

65,001

Supplemental cash flow disclosures:

Interest paid

$

13,751

$

6,424

Taxes paid

$

2,874

$

(487)

Non-cash financing activities:

Value of shares issued pursuant to the DRIP

$

4,813

$

3,699

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, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Control Investments (5)

Analytical Systems Keco Holdings, LLC

Manufacturer of Liquid and Gas Analyzers

Secured Debt

(9)

8/16/2019

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

8/16/2024

$

4,875

$

4,689

$

4,689

Preferred Member Units

8/16/2019

3,200

3,200

-

Preferred Member Units

5/20/2021

2,427

2,426

4,318

Warrants

(27)

8/16/2019

420

8/16/2029

316

-

10,631

9,007

ASC Interests, LLC

Recreational and Educational Shooting Facility

Secured Debt

12/31/2019

13.00%

7/31/2022

170

170

170

Secured Debt

8/1/2013

13.00%

7/31/2022

1,650

1,642

1,642

Member Units

8/1/2013

1,500

1,500

800

3,312

2,612

ATS Workholding, LLC

(10)

Manufacturer of Machine Cutting Tools and Accessories

Secured Debt

(14)

11/16/2017

5.00%

8/16/2023

4,794

4,635

3,005

Preferred Member Units

11/16/2017

3,725,862

3,726

-

8,361

3,005

Barfly Ventures, LLC

(10)

Casual Restaurant Group

Secured Debt

10/15/2020

7.00%

10/31/2024

711

711

711

Member Units

10/26/2020

37

1,584

2,050

2,295

2,761

Batjer TopCo, LLC

HVAC Mechanical Contractor

Secured Debt

3/7/2022

11.00%

3/31/2027

11,025

10,917

10,917

Preferred Stock

3/7/2022

4,073

4,073

4,073

14,990

14,990

Bolder Panther Group, LLC

Consumer Goods and Fuel Retailer

Secured Debt

(9)

12/31/2020

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

12/31/2025

49,194

48,901

49,194

Class B Preferred Member Units

(8)

12/31/2020

140,000

8.00%

14,000

25,930

62,901

75,124

Brewer Crane Holdings, LLC

Provider of Crane Rental and Operating Services

Secured Debt

(9)

1/9/2018

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

1/9/2023

7,936

7,919

7,919

Preferred Member Units

(8)

1/9/2018

2,950

4,279

7,780

12,198

15,699

Bridge Capital Solutions Corporation

Financial Services and Cash Flow Solutions Provider

Secured Debt

7/25/2016

13.00%

12/11/2024

8,813

8,813

8,813

Secured Debt

(30)

7/25/2016

13.00%

12/11/2024

1,000

1,000

1,000

Preferred Member Units

(8) (30)

7/25/2016

17,742

1,000

1,000

Warrants

(27)

7/25/2016

82

7/25/2026

2,132

4,260

12,945

15,073

Café Brazil, LLC

Casual Restaurant Group

Member Units

(8)

6/9/2006

1,233

1,742

2,630

California Splendor Holdings LLC

Processor of Frozen Fruits

Secured Debt

(9)

3/30/2018

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

3/30/2023

28,000

27,932

27,932

Preferred Member Units

(8) (19)

7/31/2019

6,725

15.00% PIK

9,867

9,867

Preferred Member Units

(8)

3/30/2018

6,157

10,775

17,265

48,574

55,064

CBT Nuggets, LLC

Produces and Sells IT Training Certification Videos

5


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Member Units

(8)

6/1/2006

416

1,300

48,880

Centre Technologies Holdings, LLC

Provider of IT Hardware Services and Software Solutions

Secured Debt

(9)

1/4/2019

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

1/4/2024

9,183

9,145

8,638

Preferred Member Units

1/4/2019

12,696

5,840

5,840

14,985

14,478

Chamberlin Holding LLC

Roofing and Waterproofing Specialty Contractor

Secured Debt

(9)

2/26/2018

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

2/26/2023

17,681

17,621

17,681

Member Units

(8)

2/26/2018

4,347

11,440

24,140

Member Units

(8) (30)

11/2/2018

1,047,146

1,322

1,540

30,383

43,361

Charps, LLC

Pipeline Maintenance and Construction

Unsecured Debt

8/26/2020

10.00%

1/31/2026

5,694

4,617

5,694

Preferred Member Units

(8)

2/3/2017

1,829

1,963

14,090

6,580

19,784

Clad-Rex Steel, LLC

Specialty Manufacturer of Vinyl-Clad Metal

Secured Debt

(9)

12/20/2016

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

1/15/2024

10,480

10,411

10,411

Secured Debt

12/20/2016

10.00%

12/20/2036

1,073

1,063

1,063

Member Units

(8)

12/20/2016

717

7,280

10,250

Member Units

(30)

12/20/2016

800

210

610

18,964

22,334

CMS Minerals Investments

Oil & Gas Exploration & Production

Member Units

(8) (30)

4/1/2016

100

1,729

2,057

Cody Pools, Inc.

Designer of Residential and Commercial Pools

Secured Debt

(9)

3/6/2020

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

12/17/2026

42,494

42,139

42,482

Preferred Member Units

(8) (30)

3/6/2020

587

8,317

47,640

50,456

90,122

Colonial Electric Company LLC

Provider of Electrical Contracting Services

Secured Debt

3/31/2021

12.00%

3/31/2026

24,255

24,051

24,051

Preferred Member Units

(8)

3/31/2021

17,280

7,680

9,130

31,731

33,181

CompareNetworks Topco, LLC

Internet Publishing and Web Search Portals

Secured Debt

(9)

1/29/2019

10.00% (L+9.00%, Floor 1.00%)

1/29/2024

5,797

5,779

5,797

Preferred Member Units

(8)

1/29/2019

1,975

1,975

13,610

7,754

19,407

Copper Trail Fund Investments

(12) (13)

Investment Partnership

LP Interests (CTMH, LP)

(31)

7/17/2017

38.8%

710

710

Datacom, LLC

Technology and Telecommunications Provider

Secured Debt

3/31/2021

7.50%

12/31/2025

8,825

8,271

7,643

Preferred Member Units

(8)

3/31/2021

9,000

2,610

2,670

10,881

10,313

6


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Digital Products Holdings LLC

Designer and Distributor of Consumer Electronics

Secured Debt

(9)

4/1/2018

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

4/1/2023

16,523

16,483

16,483

Preferred Member Units

(8)

4/1/2018

3,857

9,501

9,835

25,984

26,318

Direct Marketing Solutions, Inc.

Provider of Omni-Channel Direct Marketing Services

Secured Debt

(9)

2/13/2018

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

2/13/2024

23,756

23,619

23,737

Preferred Stock

(8)

2/13/2018

8,400

8,400

22,450

32,019

46,187

Gamber-Johnson Holdings, LLC

Manufacturer of Ruggedized Computer Mounting Systems

Secured Debt

(9)

6/24/2016

10.50% (L+8.50%, Floor 2.00%)

1/1/2025

21,598

21,540

21,598

Member Units

(8)

6/24/2016

9,042

17,692

45,120

39,232

66,718

Garreco, LLC

Manufacturer and Supplier of Dental Products

Secured Debt

(9)

7/15/2013

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

7/31/2022

4,196

4,196

4,196

Member Units

(8)

7/15/2013

1,200

1,200

2,340

5,396

6,536

GRT Rubber Technologies LLC

Manufacturer of Engineered Rubber Products

Secured Debt

12/19/2014

8.23% (L+8.00%)

10/29/2026

38,885

38,683

38,885

Member Units

(8)

12/19/2014

5,879

13,065

46,190

51,748

85,075

Gulf Manufacturing, LLC

Manufacturer of Specialty Fabricated Industrial Piping Products

Member Units

(8)

8/31/2007

438

2,980

5,290

Gulf Publishing Holdings, LLC

Energy Industry Focused Media and Publishing

Secured Debt

(9) (17) (19)

9/29/2017

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

9/30/2020

257

257

257

Secured Debt

(17) (19)

4/29/2016

12.50% (6.25% Cash, 6.25% PIK)

4/29/2021

13,565

13,565

8,000

Member Units

4/29/2016

3,681

3,680

-

17,502

8,257

Harris Preston Fund Investments

(12) (13)

Investment Partnership

LP Interests (2717 MH, L.P.)

(31)

10/1/2017

49.3%

2,860

4,317

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

(31)

3/11/2022

49.3%

244

244

3,104

4,561

Harrison Hydra-Gen, Ltd.

Manufacturer of Hydraulic Generators

Common Stock

6/4/2010

107,456

718

3,530

Jensen Jewelers of Idaho, LLC

Retail Jewelry Store

Secured Debt

(9)

11/14/2006

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

11/14/2023

2,450

2,439

2,450

Member Units

(8)

11/14/2006

627

811

15,120

3,250

17,570

Johnson Downie Opco, LLC

Executive Search Services

Secured Debt

(9)

12/10/2021

13.00% (L+11.50%, Floor 1.50%)

12/10/2026

11,475

11,350

11,350

7


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Preferred Equity

(8)

12/10/2021

3,150

3,150

3,150

14,500

14,500

JorVet Holdings, LLC

Supplier and Distributor of Veterinary Equipment and Supplies

Secured Debt

3/28/2022

12.00%

3/28/2027

25,650

25,394

25,394

Common Stock

3/28/2022

107,406

10,741

10,741

36,135

36,135

KBK Industries, LLC

Manufacturer of Specialty Oilfield and Industrial Products

Member Units

(8)

1/23/2006

325

783

13,930

Kickhaefer Manufacturing Company, LLC

Precision Metal Parts Manufacturing

Secured Debt

10/31/2018

11.50%

10/31/2023

20,415

20,336

20,336

Secured Debt

10/31/2018

9.00%

10/31/2048

3,906

3,868

3,868

Member Units

10/31/2018

581

12,240

12,240

Member Units

(8) (30)

10/31/2018

800

992

2,460

37,436

38,904

Market Force Information, LLC

Provider of Customer Experience Management Services

Secured Debt

(9)

7/28/2017

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

7/28/2023

3,400

3,400

3,400

Secured Debt

(14) (19)

7/28/2017

12.00% PIK

7/28/2023

26,079

25,952

8,936

Member Units

7/28/2017

743,921

16,642

-

45,994

12,336

MH Corbin Holding LLC

Manufacturer and Distributor of Traffic Safety Products

Secured Debt

8/31/2015

13.00%

3/31/2022

8,170

8,170

4,368

Preferred Member Units

3/15/2019

66,000

4,400

-

Preferred Member Units

9/1/2015

4,000

6,000

-

18,570

4,368

MS Private Loan Fund I, LP

(12) (13)

Investment Partnership

LP Interests

(8) (31)

1/26/2021

12.1%

7,500

7,581

MSC Adviser I, LLC

(16)

Third Party Investment Advisory Services

Member Units

(8)

11/22/2013

29,500

132,920

Mystic Logistics Holdings, LLC

Logistics and Distribution Services Provider for Large Volume Mailers

Secured Debt

8/18/2014

10.00%

1/31/2024

6,098

6,098

6,098

Common Stock

(8)

8/18/2014

5,873

2,720

11,060

8,818

17,158

NAPCO Precast, LLC

Precast Concrete Manufacturing

Member Units

(8)

1/31/2008

2,955

2,975

13,370

Nebraska Vet AcquireCo, LLC

Mixed-Animal Veterinary and Animal Health Product Provider

Secured Debt

12/31/2020

12.00%

12/31/2025

10,500

10,418

10,418

Secured Debt

12/31/2020

12.00%

12/31/2025

6,284

6,237

6,237

Preferred Member Units

12/31/2020

6,987

6,987

7,700

23,642

24,355

NexRev LLC

Provider of Energy Efficiency Products & Services

Secured Debt

2/28/2018

11.00%

2/28/2025

15,999

15,966

13,837

Preferred Member Units

(8)

2/28/2018

86,400,000

6,880

2,690

22,846

16,527

NRP Jones, LLC

Manufacturer of Hoses, Fittings and Assemblies

Secured Debt

12/21/2017

12.00%

3/20/2023

2,080

2,080

2,080

8


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Member Units

(8)

12/22/2011

65,962

3,717

6,290

5,797

8,370

NuStep, LLC

Designer, Manufacturer and Distributor of Fitness Equipment

Secured Debt

(9)

1/31/2017

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

1/31/2025

2,920

2,920

2,920

Secured Debt

1/31/2017

12.00%

1/31/2025

17,240

17,237

17,240

Preferred Member Units

1/31/2017

406

10,200

13,500

30,357

33,660

OMi Topco, LLC

Manufacturer of Overhead Cranes

Secured Debt

8/31/2021

12.00%

8/31/2026

17,500

17,345

17,500

Preferred Member Units

(8)

4/1/2008

900

1,080

20,210

18,425

37,710

Orttech Holdings, LLC

Distributor of Industrial Clutches, Brakes and Other Components

Secured Debt

(9)

7/30/2021

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

7/31/2026

24,375

24,163

24,163

Preferred Stock

(8) (30)

7/30/2021

10,000

10,000

10,000

34,163

34,163

Pearl Meyer Topco LLC

Provider of Executive Compensation Consulting Services

Secured Debt

4/27/2020

12.00%

4/27/2025

34,174

33,955

34,174

Member Units

(8)

4/27/2020

13,800

13,000

35,050

46,955

69,224

PPL RVs, Inc.

Recreational Vehicle Dealer

Secured Debt

(9)

10/31/2019

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

11/15/2022

2,000

1,983

1,983

Secured Debt

(9)

11/15/2016

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

11/15/2022

11,655

11,655

11,655

Common Stock

(8)

6/10/2010

2,000

2,150

14,920

15,788

28,558

Principle Environmental, LLC

Noise Abatement Service Provider

Secured Debt

2/1/2011

13.00%

11/15/2026

973

968

968

Secured Debt

7/1/2011

13.00%

11/15/2026

5,924

5,814

5,814

Preferred Member Units

(8)

2/1/2011

21,806

5,709

11,160

Common Stock

1/27/2021

1,037

1,200

710

13,691

18,652

Quality Lease Service, LLC

Provider of Rigsite Accommodation Unit Rentals and Related Services

Member Units

6/8/2015

1,000

8,563

1,470

River Aggregates, LLC

Processor of Construction Aggregates

Member Units

(8) (30)

12/20/2013

1,500

369

3,280

Robbins Bros. Jewelry, Inc.

Bridal Jewelry Retailer

Secured Debt

(9)

12/15/2021

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

12/15/2026

36,360

35,977

35,977

Preferred Equity

12/15/2021

11,070

11,070

11,070

47,047

47,047

Tedder Industries, LLC

Manufacturer of Firearm Holsters and Accessories

Secured Debt

8/31/2018

12.00%

8/31/2022

16,800

16,763

16,763

Preferred Member Units

8/31/2018

505

8,579

8,579

25,342

25,342

Televerde, LLC

Provider of Telemarketing and Data Services

Member Units

1/6/2011

460

1,290

5,472

Preferred Stock

1/26/2022

248

718

1,794

2,008

7,266

9


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Trantech Radiator Topco, LLC

Transformer Cooling Products and Services

Secured Debt

5/31/2019

12.00%

5/31/2024

8,320

8,271

8,313

Common Stock

(8)

5/31/2019

615

4,655

8,660

12,926

16,973

Vision Interests, Inc.

Manufacturer / Installer of Commercial Signage

Series A Preferred Stock

12/23/2011

3,000,000

3,000

3,000

VVS Holdco LLC

Omnichannel Retailer of Animal Health Products

Secured Debt

(9) (30)

12/1/2021

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

12/1/2026

800

770

770

Secured Debt

(30)

12/1/2021

11.50%

12/1/2026

30,400

30,115

30,115

Preferred Equity

(8) (30)

12/1/2021

11,840

11,840

11,840

42,725

42,725

Ziegler’s NYPD, LLC

Casual Restaurant Group

Secured Debt

6/1/2015

12.00%

10/1/2022

625

625

625

Secured Debt

10/1/2008

6.50%

10/1/2022

1,000

1,000

1,000

Secured Debt

10/1/2008

14.00%

10/1/2022

2,750

2,750

2,750

Preferred Member Units

6/30/2015

10,072

2,834

2,130

Warrants

(27)

7/1/2015

587

10/1/2025

600

-

7,809

6,505

Subtotal Control Investments (79.3% of net assets at fair value)

$

1,099,019

$

1,486,663

10


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Affiliate Investments (6)

AAC Holdings, Inc.

(11)

Substance Abuse Treatment Service Provider

Secured Debt

(19)

12/11/2020

18.00% (10.00% Cash, 8.00% PIK)

6/25/2025

$

10,408

$

10,231

$

10,044

Common Stock

12/11/2020

593,928

3,148

2,079

Warrants

(27)

12/11/2020

554,353

12/11/2025

-

1,940

13,379

14,063

AFG Capital Group, LLC

Provider of Rent-to-Own Financing Solutions and Services

Secured Debt

4/25/2019

10.00%

5/25/2022

58

58

58

Preferred Member Units

(8)

11/7/2014

186

1,200

8,350

1,258

8,408

ATX Networks Corp.

(11)

Provider of Radio Frequency Management Equipment

Secured Debt

(9)

9/1/2021

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

9/1/2026

7,667

7,092

7,322

Unsecured Debt

(19)

9/1/2021

10.00% PIK

9/1/2028

3,144

2,040

2,122

Common Stock

9/1/2021

583

-

-

9,132

9,444

BBB Tank Services, LLC

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

Unsecured Debt

(9) (17)

4/8/2016

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

4/8/2021

4,800

4,800

2,298

Preferred Stock (non-voting)

(8) (19)

12/17/2018

15.00% PIK

162

-

Member Units

4/8/2016

800,000

800

-

5,762

2,298

Boccella Precast Products LLC

Manufacturer of Precast Hollow Core Concrete

Secured Debt

9/23/2021

10.00%

2/28/2027

320

320

320

Member Units

6/30/2017

2,160,000

2,256

4,830

2,576

5,150

Brightwood Capital Fund Investments

(12) (13)

Investment Partnership

LP Interests (Brightwood Capital Fund V, LP)

(31)

7/12/2021

15.8%

1,500

1,639

Buca C, LLC

Casual Restaurant Group

Secured Debt

(9) (17)

6/30/2015

12.25% (L+11.25%, Floor 1.00%)

6/30/2020

19,491

19,491

14,370

Preferred Member Units

(19)

6/30/2015

6

6.00% PIK

4,770

-

24,261

14,370

Career Team Holdings, LLC

Provider of Workforce Training and Career Development Services

Secured Debt

12/17/2021

12.50%

12/17/2026

20,250

20,060

20,060

Common Stock

12/17/2021

450,000

4,499

4,499

24,559

24,559

Chandler Signs Holdings, LLC

(10)

Sign Manufacturer

Class A Units

1/4/2016

1,500,000

1,500

620

Classic H&G Holdings, LLC

Provider of Engineered Packaging Solutions

Secured Debt

(9)

3/12/2020

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

3/12/2025

7,600

7,600

7,600

11


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Secured Debt

3/12/2020

8.00%

3/12/2025

19,274

19,150

19,274

Preferred Member Units

(8)

3/12/2020

154

5,760

16,280

32,510

43,154

Congruent Credit Opportunities Funds

(12) (13)

Investment Partnership

LP Interests (Congruent Credit Opportunities Fund
III, LP)

(8) (31)

2/4/2015

17.4%

9,150

8,853

DMA Industries, LLC

Distributor of aftermarket ride control products

Secured Debt

11/19/2021

12.00%

11/19/2026

21,200

21,004

21,004

Preferred Equity

11/19/2021

5,944

5,944

5,944

26,948

26,948

Dos Rios Partners

(12) (13)

Investment Partnership

LP Interests (Dos Rios Partners, LP)

(31)

4/25/2013

20.2%

6,605

10,419

LP Interests (Dos Rios Partners - A, LP)

(31)

4/25/2013

6.4%

2,097

3,308

8,702

13,727

Dos Rios Stone Products LLC

(10)

Limestone and Sandstone Dimension Cut Stone Mining Quarries

Class A Preferred Units

(30)

6/27/2016

2,000,000

2,000

350

EIG Fund Investments

(12) (13)

Investment Partnership

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

(8) (31)

11/6/2015

11.1%

546

499

Flame King Holdings, LLC

Propane Tank and Accessories Distributor

Secured Debt

(9)

10/29/2021

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

10/31/2026

7,600

7,528

7,528

Secured Debt

(9)

10/29/2021

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

10/31/2026

21,200

21,006

21,006

Preferred Equity

(8)

10/29/2021

9,360

10,400

10,400

38,934

38,934

Freeport Financial Funds

(12) (13)

Investment Partnership

LP Interests (Freeport Financial SBIC Fund LP)

(31)

3/23/2015

9.3%

4,481

4,585

LP Interests (Freeport First Lien Loan Fund III LP)

(8) (31)

7/31/2015

6.0%

7,629

7,231

12,110

11,816

GFG Group, LLC.

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

Secured Debt

3/31/2021

12.00%

3/31/2026

12,545

12,442

12,545

Preferred Member Units

(8)

3/31/2021

226

4,899

6,989

17,341

19,534

Harris Preston Fund Investments

(12) (13)

Investment Partnership

LP Interests (HPEP 3, L.P.)

(8) (31)

8/9/2017

8.2%

3,445

4,684

Hawk Ridge Systems, LLC

Value-Added Reseller of Engineering Design and Manufacturing Solutions

12


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Secured Debt

(9)

12/2/2016

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

1/15/2026

2,585

2,585

2,585

Secured Debt

12/2/2016

8.00%

1/15/2026

34,800

34,680

34,800

Preferred Member Units

(8)

12/2/2016

226

2,850

16,570

Preferred Member Units

(30)

12/2/2016

226

150

870

40,265

54,825

Houston Plating and Coatings, LLC

Provider of Plating and Industrial Coating Services

Unsecured Convertible Debt

5/1/2017

8.00%

5/1/2022

3,000

3,000

2,870

Member Units

(8)

1/8/2003

322,297

2,352

2,969

5,352

5,839

I-45 SLF LLC

(12) (13)

Investment Partnership

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

(8)

10/20/2015

19,000

14,439

Iron-Main Investments, LLC

Consumer Reporting Agency Providing Employment Background Checks and Drug Testing

Secured Debt

8/2/2021

12.50%

11/15/2026

4,600

4,559

4,559

Secured Debt

9/1/2021

12.50%

11/15/2026

3,200

3,171

3,171

Secured Debt

11/15/2021

12.50%

11/15/2026

28,944

28,759

28,759

Common Stock

8/3/2021

179,778

1,798

1,798

38,287

38,287

L.F. Manufacturing Holdings, LLC

(10)

Manufacturer of Fiberglass Products

Preferred Member Units (non-voting)

(8) (19)

1/1/2019

14.00% PIK

111

111

Member Units

(8)

12/23/2013

2,179,001

2,019

2,560

2,130

2,671

OnAsset Intelligence, Inc.

Provider of Transportation Monitoring / Tracking Products and Services

Secured Debt

(19)

5/20/2014

12.00% PIK

12/31/2022

964

964

964

Secured Debt

(19)

3/21/2014

12.00% PIK

12/31/2022

983

983

983

Secured Debt

(19)

5/10/2013

12.00% PIK

12/31/2022

2,116

2,116

2,116

Secured Debt

(19)

4/18/2011

12.00% PIK

12/31/2022

4,415

4,415

4,415

Unsecured Debt

(19)

6/5/2017

10.00% PIK

12/31/2022

197

197

197

Preferred Stock

(19)

4/18/2011

912

7.00% PIK

1,981

-

Common Stock

4/15/2021

635

830

-

Warrants

(27)

4/18/2011

4,699

5/10/2023

1,089

-

12,575

8,675

Oneliance, LLC

Construction Cleaning Company

Secured Debt

(9)

8/6/2021

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

8/6/2026

5,600

5,550

5,550

Preferred Stock

8/6/2021

1,056

1,056

1,056

6,606

6,606

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

Provider of Rigsite Accommodation Unit Rentals and Related Services

Secured Debt

(14) (17)

6/30/2015

12.00%

1/8/2018

30,369

29,865

-

Preferred Member Units

1/8/2013

250

2,500

-

32,365

-

SI East, LLC

Rigid Industrial Packaging Manufacturing

Secured Debt

8/31/2018

10.25%

8/31/2023

65,543

65,448

65,543

Preferred Member Units

(8)

8/31/2018

157

1,218

12,529

66,666

78,072

Slick Innovations, LLC

Text Message Marketing Platform

Secured Debt

9/13/2018

13.00%

9/13/2023

5,120

5,061

5,120

Common Stock

9/13/2018

70,000

700

1,510

Warrants

(27)

9/13/2018

18,084

9/13/2028

181

400

5,942

7,030

13


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Sonic Systems International, LLC

(10)

Nuclear Power Staffing Services

Secured Debt

(9)

8/20/2021

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

8/20/2026

11,982

11,769

11,769

Common Stock

8/20/2021

7,866

1,070

1,010

12,839

12,779

Superior Rigging & Erecting Co.

Provider of Steel Erecting, Crane Rental & Rigging Services

Secured Debt

8/31/2020

12.00%

8/31/2025

21,500

21,344

21,344

Preferred Member Units

8/31/2020

1,571

4,500

4,500

25,844

25,844

The Affiliati Network, LLC

Performance Marketing Solutions

Secured Debt

8/9/2021

7.00%

8/9/2026

1,080

1,063

1,063

Secured Debt

8/9/2021

11.83%

8/9/2026

12,961

12,841

12,841

Preferred Stock

(8)

8/9/2021

1,280,000

6,400

6,990

20,304

20,894

UnionRock Energy Fund II, LP

(12) (13)

Investment Partnership

LP Interests

(8) (31)

6/15/2020

11.1%

1,243

1,653

UniTek Global Services, Inc.

(11)

Provider of Outsourced Infrastructure Services

Secured Debt

(9) (19)

10/15/2018

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

8/20/2024

399

398

373

Secured Debt

(9) (19)

8/27/2018

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

8/20/2024

1,996

1,985

1,864

Secured Convertible Debt

(19)

1/1/2021

15.00% PIK

2/20/2025

1,290

1,290

2,388

Preferred Stock

(8) (19)

8/29/2019

1,133,102

20.00% PIK

1,844

2,833

Preferred Stock

(19)

8/21/2018

1,521,122

20.00% PIK

2,188

1,835

Preferred Stock

(19)

6/30/2017

2,281,682

19.00% PIK

3,667

-

Preferred Stock

(19)

1/15/2015

4,336,866

13.50% PIK

7,924

-

Common Stock

4/1/2020

945,507

-

-

19,296

9,293

Universal Wellhead Services Holdings, LLC

(10)

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

Preferred Member Units

(19) (30)

12/7/2016

716,949

14.00% PIK

1,032

-

Member Units

(30)

12/7/2016

4,000,000

4,000

-

5,032

-

Volusion, LLC

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

Secured Debt

(17)

1/26/2015

11.50%

1/26/2020

17,084

17,084

17,084

Unsecured Convertible Debt

5/16/2018

8.00%

11/16/2023

409

409

409

Preferred Member Units

1/26/2015

4,876,670

14,000

5,989

Warrants

(27)

1/26/2015

1,831,355

1/26/2025

2,576

-

34,069

23,482

Subtotal Affiliate Investments (29.9% of net assets at fair value)

$

583,428

$

559,439

14


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Non-Control/Non-Affiliate Investments (7)

Acousti Engineering Company of Florida

(10)

Interior Subcontractor Providing Acoustical Walls and Ceilings

Secured Debt

(9)

11/2/2020

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

11/2/2025

$

11,115

$

11,018

$

11,115

Secured Debt

(9)

5/26/2021

14.00% (L+12.50%, Floor 1.50%)

11/2/2025

839

831

839

11,849

11,954

Adams Publishing Group, LLC

(10)

Local Newspaper Operator

Secured Debt

(9)

3/11/2022

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

3/11/2027

25,618

25,550

25,550

ADS Tactical, Inc.

(11)

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

Secured Debt

(9)

3/29/2021

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

3/19/2026

21,861

21,488

20,969

American Health Staffing Group, Inc.

(10)

Healthcare Temporary Staffing

Secured Debt

(9)

11/19/2021

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

11/19/2026

6,667

6,593

6,593

American Nuts, LLC

(10)

Roaster, Mixer and Packager of Bulk Nuts and Seeds

Secured Debt

(9) (39)

3/11/2022

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

4/10/2026

19,756

19,411

19,411

Secured Debt

(9) (39)

3/11/2022

9.75% (SOFR+8.75%, Floor 1.00%)

4/10/2026

19,756

19,411

19,411

38,822

38,822

American Teleconferencing Services, Ltd.

(11)

Provider of Audio Conferencing and Video Collaboration Solutions

Secured Debt

(9) (14)

9/17/2021

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

6/30/2022

2,980

2,980

164

Secured Debt

(9) (14)

5/19/2016

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

6/28/2023

14,370

13,706

790

16,686

954

ArborWorks, LLC

(10)

Vegetation Management Services

Secured Debt

(9)

11/9/2021

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

11/9/2026

30,178

29,489

29,489

Common Equity

11/9/2021

234

234

234

29,723

29,723

Arrow International, Inc

(10)

Manufacturer and Distributor of Charitable Gaming Supplies

Secured Debt

(9) (23)

12/21/2020

9.18% (L+7.93%, Floor 1.25%)

12/21/2025

22,500

22,313

22,500

ATS Operating, LLC

(10)

For-Profit Thrift Retailer

Secured Debt

(9) (39)

1/18/2022

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

1/18/2027

720

720

720

Secured Debt

(9) (39)

1/18/2022

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

1/18/2027

6,660

6,660

6,660

Secured Debt

(9) (39)

1/18/2022

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

1/18/2027

6,660

6,660

6,660

Common Stock

1/18/2022

720,000

720

720

14,760

14,760

AVEX Aviation Holdings, LLC

(10)

Specialty Aircraft Dealer

Secured Debt

(9)

12/15/2021

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

12/15/2026

13,289

12,991

12,991

Common Equity

12/15/2021

360

360

360

13,351

13,351

BDS Solutions IntermediateCo, LLC

(10)

Outsourced Consumer Services Provider

15


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Secured Debt

(9) (39)

2/7/2022

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

2/7/2027

39,886

39,047

39,047

Berry Aviation, Inc.

(10)

Charter Airline Services

Secured Debt

(19)

7/6/2018

12.00% (10.50% Cash, 1.50% PIK)

1/6/2024

193

193

193

Preferred Member Units

(8) (19) (30)

11/12/2019

122,416

16.00% PIK

175

325

Preferred Member Units

(8) (19) (30)

7/6/2018

1,548,387

8.00% PIK

2,066

4,006

2,434

4,524

Binswanger Enterprises, LLC

(10)

Glass Repair and Installation Service Provider

Secured Debt

(9)

3/10/2017

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

3/10/2023

12,001

11,933

12,001

Member Units

3/10/2017

1,050,000

1,050

730

12,983

12,731

Bluestem Brands, Inc.

(11)

Multi-Channel Retailer of General Merchandise

Secured Debt

(9)

8/28/2020

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

8/28/2025

5,357

5,357

5,337

Common Stock

(8)

10/1/2020

723,184

1

2,775

5,358

8,112

Brainworks Software, LLC

(10)

Advertising Sales and Newspaper Circulation Software

Secured Debt

(9) (14) (17)

8/12/2014

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

7/22/2019

7,817

7,817

4,201

Brightwood Capital Fund Investments

(12) (13)

Investment Partnership

LP Interests (Brightwood Capital Fund III, LP)

(8) (31)

7/21/2014

1.6%

7,110

4,502

LP Interests (Brightwood Capital Fund IV, LP)

(8) (31)

10/26/2016

0.6%

4,350

4,394

11,460

8,896

Burning Glass Intermediate Holding Company, Inc.

(10)

Provider of Skills-Based Labor Market Analytics

Secured Debt

(9)

6/14/2021

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

6/10/2026

465

431

431

Secured Debt

(9)

6/14/2021

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

6/10/2028

20,084

19,767

20,084

20,198

20,515

Cadence Aerospace LLC

(10)

Aerostructure Manufacturing

Secured Debt

(9) (19) (34)

11/14/2017

9.28% Cash, 0.22% PIK

11/14/2023

28,553

28,432

28,553

CAI Software LLC

Provider of Specialized Enterprise Resource Planning Software

Preferred Equity

12/13/2021

1,788,527

1,789

1,789

Preferred Equity

12/13/2021

596,176

-

-

1,789

1,789

Camin Cargo Control, Inc.

(11)

Provider of Mission Critical Inspection, Testing and Fuel Treatment Services

Secured Debt

(9)

6/14/2021

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

6/4/2026

15,378

15,246

15,301

Cenveo Corporation

(11)

Provider of Digital Marketing Agency Services

Common Stock

9/7/2018

322,907

6,183

3,849

Clarius BIGS, LLC

(10)

Prints & Advertising Film Financing

Secured Debt

(14) (17) (19)

9/23/2014

15.00% PIK

1/5/2015

2,746

2,746

25

16


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Computer Data Source, LLC

(10)

Third Party Maintenance Provider to the Data Center Ecosystem

Secured Debt

(9)

8/6/2021

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

8/6/2026

23,294

22,874

23,165

Construction Supply Investments, LLC

(10)

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

Member Units

12/29/2016

861,618

3,335

15,605

Darr Equipment LP

(10)

Heavy Equipment Dealer

Secured Debt

12/26/2017

11.50%

6/22/2023

4,681

4,681

4,413

Warrants

(29)

4/15/2014

915,734

12/23/2023

474

160

5,155

4,573

DTE Enterprises, LLC

(10)

Industrial Powertrain Repair and Services

Secured Debt

(9)

4/13/2018

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

4/13/2023

9,324

9,272

8,897

Class AA Preferred Member Units (non-voting)

(8) (19)

4/13/2018

10.00% PIK

1,077

1,077

Class A Preferred Member Units

(19)

4/13/2018

776,316

8.00% PIK

776

320

11,125

10,294

Dynamic Communities, LLC

(10)

Developer of Business Events and Online Community Groups

Secured Debt

(9)

7/17/2018

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

7/17/2023

5,681

5,645

5,327

Eastern Wholesale Fence LLC

(10)

Manufacturer and Distributor of Residential and Commercial Fencing Solutions

Secured Debt

(9)

11/19/2020

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

10/30/2025

33,484

32,953

33,484

Emerald Technologies Acquisition Co, Inc.

(11)

Design & Manufacturing

Secured Debt

(9) (39)

2/10/2022

7.25% (SOFR+6.25%, Floor 1.00%)

2/10/2028

9,375

9,190

9,234

EnCap Energy Fund Investments

(12) (13)

Investment Partnership

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

(8) (31)

1/22/2015

0.1%

3,745

1,988

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

(31)

1/21/2015

0.4%

2,097

947

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

(8) (31)

1/22/2015

0.1%

3,903

2,155

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

(8) (31)

3/25/2015

0.1%

8,408

8,815

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

(31)

3/30/2015

0.8%

5,358

1,515

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

(8) (31)

3/27/2015

0.2%

6,070

5,037

29,581

20,457

17


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

EPIC Y-Grade Services, LP

(11)

NGL Transportation & Storage

Secured Debt

(9)

6/22/2018

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

6/30/2027

6,875

6,806

5,815

Event Holdco, LLC

(10)

Event and Learning Management Software for Healthcare Organizations and Systems

Secured Debt

(9) (30)

12/22/2021

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

12/22/2026

46,154

45,700

45,700

Flip Electronics LLC

(10)

Distributor of Hard-to-Find and Obsolete Electronic Components

Secured Debt

(9) (39)

1/4/2021

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

1/2/2026

6,185

6,061

6,061

Fortna Acquisition Co., Inc.

(10)

Process, Physical Distribution and Logistics Consulting Services

Secured Debt

7/23/2019

5.21% (L+5.00%)

4/8/2025

7,542

7,477

7,542

Fuse, LLC

(11)

Cable Networks Operator

Secured Debt

6/30/2019

12.00%

6/28/2024

1,810

1,810

1,672

Common Stock

6/30/2019

10,429

256

-

2,066

1,672

GeoStabilization International (GSI)

(11)

Geohazard Engineering Services & Maintenance

Secured Debt

1/2/2019

5.58% (L+5.25%)

12/19/2025

20,710

20,621

20,606

GoWireless Holdings, Inc.

(11)

Provider of Wireless Telecommunications Carrier Services

Secured Debt

(9)

1/10/2018

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

12/22/2024

18,249

18,164

18,249

Grupo Hima San Pablo, Inc.

(11)

Tertiary Care Hospitals

Secured Debt

(9) (14) (17)

3/7/2013

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

4/30/2019

4,504

4,504

968

Secured Debt

(14) (17)

3/7/2013

13.75%

10/15/2018

2,055

2,040

49

Secured Debt

(14) (17)

3/7/2013

12.00%

12/24/2021

147

147

147

6,691

1,164

GS HVAM Intermediate, LLC

(10)

Specialized Food Distributor

Secured Debt

(9)

10/18/2019

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

10/2/2024

13,187

13,118

13,187

GS Operating, LLC (Gexpro)

(10)

Distributor of Industrial and Specialty Parts

Secured Debt

(9) (39)

1/3/2022

6.75% (SOFR+6.00%, Floor 0.75%)

1/3/2028

30,182

29,359

30,182

HDC/HW Intermediate Holdings

(10)

Managed Services and Hosting Provider

Secured Debt

(9)

12/21/2018

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

12/21/2023

3,449

3,422

3,063

Heartland Dental, LLC

(10)

Dental Support Organization

Secured Debt

(9)

9/9/2020

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

4/30/2025

14,775

14,465

14,775

HOWLCO LLC

(11) (13) (21)

Provider of Accounting and Business Development Software to Real Estate End Markets

Secured Debt

(9)

8/19/2021

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

10/23/2026

25,482

25,482

25,482

18


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Hybrid Promotions, LLC

(10)

Wholesaler of Licensed, Branded and Private Label Apparel

Secured Debt

(9)

6/30/2021

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

6/30/2026

7,088

6,964

6,930

IG Parent Corporation

(11)

Software Engineering

Secured Debt

(9)

7/30/2021

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

7/30/2026

10,067

9,905

10,040

Implus Footcare, LLC

(10)

Provider of Footwear and Related Accessories

Secured Debt

(9)

6/1/2017

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

4/30/2024

18,656

18,449

17,623

Independent Pet Partners Intermediate Holdings, LLC

(10)

Omnichannel Retailer of Specialty Pet Products

Secured Debt

(9) (19) (35)

8/20/2020

L+6.50% PIK

12/22/2022

6,442

6,442

6,442

Secured Debt

(19)

12/10/2020

6.00% PIK

11/20/2023

18,154

17,258

17,258

Preferred Stock (non-voting)

(19)

12/10/2020

6.00% PIK

3,235

4,405

Preferred Stock (non-voting)

12/10/2020

-

-

Member Units

11/20/2018

1,558,333

1,558

-

28,493

28,105

Industrial Services Acquisition, LLC

(10)

Industrial Cleaning Services

Secured Debt

(9)

8/13/2021

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

8/13/2026

19,848

19,465

19,808

Preferred Member Units

(8) (19) (30)

1/31/2018

144

10.00% PIK

122

166

Preferred Member Units

(8) (19) (30)

5/17/2019

80

20.00% PIK

84

101

Member Units

(30)

6/17/2016

900

900

729

20,571

20,804

Infolinks Media Buyco, LLC

(10)

Exclusive Placement Provider to the Advertising Ecosystem

Secured Debt

(9)

11/1/2021

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

11/1/2026

8,658

8,477

8,477

Interface Security Systems, L.L.C

(10)

Commercial Security & Alarm Services

Secured Debt

(9)

12/9/2021

11.75% (L+10.00%, Floor 1.75%)

8/7/2023

770

770

770

Secured Debt

(9) (14) (19)

8/7/2019

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

8/7/2023

7,313

7,237

3,831

Common Stock

12/7/2021

2,143

-

-

8,007

4,601

Intermedia Holdings, Inc.

(11)

Unified Communications as a Service

Secured Debt

(9)

8/3/2018

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

7/19/2025

20,627

20,563

20,487

Invincible Boat Company, LLC.

(10)

Manufacturer of Sport Fishing Boats

Secured Debt

(9)

8/28/2019

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

8/28/2025

16,889

16,749

16,889

INW Manufacturing, LLC

(11)

Manufacturer of Nutrition and Wellness Products

Secured Debt

(9)

5/19/2021

6.76% (L+5.75%, Floor 0.75%)

3/25/2027

7,313

7,123

7,166

Isagenix International, LLC

(11)

Direct Marketer of Health & Wellness Products

Secured Debt

(9)

6/21/2018

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

6/14/2025

5,054

5,033

3,263

Jackmont Hospitality, Inc.

(10)

Franchisee of Casual Dining Restaurants

Secured Debt

(9)

5/26/2015

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

11/4/2024

2,095

2,095

2,095

Preferred Equity

(8)

11/8/2021

2,826,667

320

320

19


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

2,415

2,415

Joerns Healthcare, LLC

(11)

Manufacturer and Distributor of Health Care Equipment & Supplies

Secured Debt

(9)

8/21/2019

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

8/21/2024

4,034

3,993

3,329

Secured Debt

(19)

11/15/2021

15.00% PIK

11/8/2022

1,705

1,705

1,705

Common Stock

8/21/2019

472,579

4,429

-

10,127

5,034

JTI Electrical & Mechanical, LLC

(10)

Electrical, Mechanical and Automation Services

Secured Debt

(9)

12/22/2021

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

12/22/2026

37,658

36,786

36,786

Common Equity

12/22/2021

1,684,211

1,684

1,684

38,470

38,470

Klein Hersh, LLC

(10)

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

Secured Debt

(9)

11/13/2020

7.75% (L+7.00%, Floor 0.75%)

11/13/2025

42,519

41,620

42,478

KMS, LLC

(10)

Wholesaler of Closeout and Value-priced Products

Secured Debt

(9)

10/4/2021

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

10/4/2026

7,562

7,405

7,405

Kore Wireless Group Inc.

(11) (13)

Mission Critical Software Platform

Secured Debt

12/31/2018

6.11% (L+5.50%)

12/20/2024

11,385

11,322

11,342

Laredo Energy, LLC

(10)

Oil & Gas Exploration & Production

Member Units

5/4/2020

1,155,952

11,561

10,099

Lightbox Holdings, L.P.

(11)

Provider of Commercial Real Estate Software

Secured Debt

5/23/2019

5.61% (L+5.00%)

5/9/2026

14,588

14,432

14,369

LKCM Headwater Investments I, L.P.

(12) (13)

Investment Partnership

LP Interests

(8) (31)

1/25/2013

2.3%

1,746

2,854

LL Management, Inc.

(10)

Medical Transportation Service Provider

Secured Debt

(9)

5/2/2019

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

9/25/2023

17,424

17,314

17,424

LLFlex, LLC

(10)

Provider of Metal-Based Laminates

Secured Debt

(9)

8/16/2021

10.00% (L+9.00%, Floor 1.00%)

8/16/2026

4,466

4,376

4,376

Logix Acquisition Company, LLC

(10)

Competitive Local Exchange Carrier

Secured Debt

(9)

1/8/2018

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

12/22/2024

25,780

24,642

24,298

Looking Glass Investments, LLC

(12) (13)

Specialty Consumer Finance

Member Units

7/1/2015

3

125

25

Mac Lean-Fogg Company

(10)

Manufacturer and Supplier for Auto and Power Markets

Secured Debt

(9)

4/22/2019

5.88% (L+5.25%, Floor 0.625%)

12/22/2025

16,993

16,914

16,993

Preferred Stock

(19)

10/1/2019

13.75% (4.50% Cash, 9.25% PIK)

1,940

1,940

18,854

18,933

Mako Steel, LP

(10)

Self-Storage Design & Construction

Secured Debt

(9) (38)

3/15/2021

8.18% (L+7.25%, Floor 0.75%)

3/13/2026

1,825

1,775

1,804

20


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Secured Debt

(9)

3/15/2021

8.38 % (L+7.25%, Floor 0.75%)

3/13/2026

15,542

15,290

15,362

17,065

17,166

MB2 Dental Solutions, LLC

(11)

Dental Partnership Organization

Secured Debt

(9)

1/28/2021

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

1/29/2027

7,956

7,846

7,956

Secured Debt

(9) (36)

1/28/2021

7.10%

1/29/2027

4,610

4,567

4,610

12,413

12,566

Mills Fleet Farm Group, LLC

(10)

Omnichannel Retailer of Work, Farm and Lifestyle Merchandise

Secured Debt

(9)

10/24/2018

7.25% (L+6.25%, Floor 1.00%)

10/24/2024

17,781

17,582

17,781

NBG Acquisition Inc

(11)

Wholesaler of Home Décor Products

Secured Debt

(9)

4/28/2017

6.99% (L+5.50%, Floor 1.00%)

4/26/2024

3,932

3,909

2,669

NinjaTrader, LLC

(10)

Operator of Futures Trading Platform

Secured Debt

(9)

12/18/2019

7.25% (L+6.25%, Floor 1.00%)

12/18/2024

31,425

30,886

31,373

NNE Partners, LLC

(10)

Oil & Gas Exploration & Production

Secured Debt

3/2/2017

9.42% (L+9.25%)

12/31/2023

24,781

24,718

23,582

Northstar Group Services, Inc

(11)

Commercial & Industrial Services

Secured Debt

(9)

11/1/2021

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

11/12/2026

9,935

9,890

9,898

NTM Acquisition Corp.

(11)

Provider of B2B Travel Information Content

Secured Debt

(9) (19)

7/12/2016

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

6/7/2024

4,538

4,538

4,380

NWN Corporation

(10)

Value Added Reseller and Provider of Managed Services to a Diverse Set of Industries

Secured Debt

(9)

5/7/2021

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

5/7/2026

42,972

42,158

41,730

Ospemifene Royalty Sub LLC

(10)

Estrogen-Deficiency Drug Manufacturer and Distributor

Secured Debt

(14)

7/8/2013

11.50%

11/15/2026

4,540

4,540

91

OVG Business Services, LLC

(10)

Venue Management Services

Secured Debt

(9)

11/29/2021

7.25% (L+6.25%, Floor 1.00%)

11/19/2028

14,000

13,866

13,580

Paragon Healthcare, Inc.

(10)

Infusion Therapy Treatment Provider

Secured Debt

(9) (39)

1/19/2022

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

1/19/2027

18,388

17,632

17,632

Project Eagle Holdings, LLC

(10)

Provider of Secure Business Collaboration Software

Secured Debt

(9)

7/6/2020

7.76% (L+6.75%, Floor 1.00%)

7/6/2026

29,663

29,110

29,641

RA Outdoors LLC

(10)

Software Solutions Provider for Outdoor Activity Management

Secured Debt

(9)

4/8/2021

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

4/8/2026

18,991

18,829

17,812

21


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

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

(11)

Provider of Outsourced Online Surveying

Secured Debt

(9)

12/29/2017

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

12/20/2024

20,124

19,817

19,820

RM Bidder, LLC

(10)

Scripted and Unscripted TV and Digital Programming Provider

Member Units

11/12/2015

2,779

46

24

Warrants

(26)

11/12/2015

187,161

10/20/2025

425

-

471

24

Roof Opco, LLC

(10)

Residential Re-Roofing/Repair

Secured Debt

(9)

8/27/2021

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

8/27/2026

4,729

4,618

4,618

RTIC Subsidiary Holdings, LLC

(10)

Direct-To-Consumer eCommerce Provider of Outdoor Products

Secured Debt

(9)

9/1/2020

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

9/1/2025

20,709

20,528

20,709

Rug Doctor, LLC.

(10)

Carpet Cleaning Products and Machinery

Secured Debt

(9)

7/16/2021

7.25% (L+6.25%, Floor 1.00%)

11/16/2024

9,105

8,888

8,941

Salient Partners L.P.

(11)

Provider of Asset Management Services

Secured Debt

(9)

8/31/2018

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

10/30/2022

6,251

6,248

4,064

Secured Debt

(9)

9/30/2021

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

10/30/2022

1,250

1,250

2,435

7,498

6,499

Savers, Inc.

(11)

For-Profit Thrift Retailer

Secured Debt

(9)

5/14/2021

6.25% (L+5.50%, Floor 0.75%)

4/26/2028

11,372

11,271

11,315

SIB Holdings, LLC

(10)

Provider of Cost Reduction Services

Secured Debt

(9)

10/29/2021

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

10/29/2026

6,282

6,142

6,152

Common Equity

10/29/2021

95,238

200

200

6,342

6,352

South Coast Terminals Holdings, LLC

(10)

Specialty Toll Chemical Manufacturer

Secured Debt

(9)

12/10/2021

7.25% (L+6.25%, Floor 1.00%)

12/13/2026

41,567

40,701

40,701

Common Equity

12/10/2021

863,636

864

864

41,565

41,565

Staples Canada ULC

(10) (13) (21)

Office Supplies Retailer

Secured Debt

(9) (22)

9/14/2017

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

9/12/2024

15,522

15,457

15,275

Stellant Systems, Inc.

(11)

Manufacturer of Traveling Wave Tubes and Vacuum Electronic Devices

Secured Debt

(9)

1/0/1900

6.51% (L+5.50%, Floor 0.75%)

10/1/2028

7,681

7,609

7,566

Student Resource Center, LLC

(10)

Higher Education Services

Secured Debt

(9)

6/25/2021

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

6/25/2026

10,588

10,394

9,844

Tacala Investment Corp.

(33)

Quick Service Restaurant Group

Secured Debt

(9)

3/19/2021

4.25% (L+3.50%, Floor 0.75%)

2/5/2027

1,995

1,995

1,968

22


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Team Public Choices, LLC

(11)

Home-Based Care Employment Service Provider

Secured Debt

(9)

12/22/2020

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

12/18/2027

15,078

14,762

14,965

Tectonic Financial, LLC

Financial Services Organization

Common Stock

(8)

5/15/2017

200,000

2,000

5,630

Tex Tech Tennis, LLC

(10)

Sporting Goods & Textiles

Common Stock

(30)

7/7/2021

1,000,000

1,000

1,130

U.S. TelePacific Corp.

(11)

Provider of Communications and Managed Services

Secured Debt

(9) (19) (39)

5/17/2017

9.25% (2.00% Cash, 7.25% PIK) (SOFR+1.00%, Floor 1.00%, 7.25% PIK)

5/2/2026

17,088

17,004

12,115

USA DeBusk LLC

(10)

Provider of Industrial Cleaning Services

Secured Debt

(9)

10/22/2019

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

9/8/2026

37,188

36,460

37,188

Veregy Consolidated, Inc.

(11)

Energy Service Company

Secured Debt

(9)

11/9/2020

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

11/3/2027

17,820

16,720

16,718

Vida Capital, Inc

(11)

Alternative Asset Manager

Secured Debt

10/10/2019

6.33% (L+6.00%)

10/1/2026

16,835

16,663

15,502

Vistar Media, Inc.

(10)

Operator of Digital Out-of-Home Advertising Platform

Preferred Stock

4/3/2019

70,207

768

2,349

VORTEQ Coil Finishers, LLC

(10)

Specialty Coating of Aluminum and Light-Gauge Steel

Secured Debt

(9)

11/30/2021

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

11/30/2026

25,962

25,476

25,476

Common Equity

11/30/2021

1,038,462

1,038

1,038

26,514

26,514

Wahoo Fitness Acquisition L.L.C.

(11)

Fitness Training Equipment Provider

Secured Debt

(9)

8/17/2021

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

8/12/2028

14,906

14,494

14,608

Wall Street Prep, Inc.

(10)

Financial Training Services

Secured Debt

(9)

7/19/2021

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

7/19/2026

4,345

4,262

4,262

Common Stock

7/19/2021

400,000

400

400

4,662

4,662

Watterson Brands, LLC

(10)

Facility Management Services

Secured Debt

(9)

12/17/2021

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

12/17/2026

16,170

15,795

15,795

West Star Aviation Acquisition, LLC

(10)

Aircraft, Aircraft Engine and Engine Parts

Secured Debt

(9) (39)

3/1/2022

6.75% (SOFR+6.0%, Floor 0.75%)

3/1/2028

10,848

10,612

10,612

Common Stock

3/1/2022

1,522,200

1,541

1,541

12,153

12,153

Winter Services LLC

(10)

Provider of Snow Removal and Ice Management Services

Secured Debt

(9)

11/19/2021

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

11/19/2026

11,222

10,975

11,016

Xenon Arc, Inc.

(10)

Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers

Secured Debt

(9)

12/17/2021

6.75% (L+6.00%, Floor 0.75%)

12/17/2026

38,504

37,387

37,387

23


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate (39)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

YS Garments, LLC

(11)

Designer and Provider of Branded Activewear

Secured Debt

(9) (37)

8/22/2018

6.51%

8/9/2024

12,940

12,880

12,811

Zips Car Wash, LLC

(10)

Express Car Wash Operator

Secured Debt

(9)

2/11/2022

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

3/1/2024

17,734

17,433

17,433

Subtotal Non-Control/Non-Affiliate Investments (87.8% of net assets at fair value)

$

1,690,120

$

1,644,636

Total Portfolio Investments, March 31, 2022 (197.0% of net assets at fair value)

$

3,372,567

$

3,690,738


(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.

(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, SOFR 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, 2022. As noted in this schedule, 68% of the loans (based on the par amount) contain LIBOR or SOFR floors which range between 0.50% and 2.00%, with a weighted-average floor of approximately 1.05%.

(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.

24


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

(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 $21.4 million Canadian Dollars and receive $16.9 million U.S. Dollars with a settlement date of September 14, 2022. The unrealized depreciation on the forward foreign currency contract was not significant as of March 31, 2022.

(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 security position.

(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)

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

(34)

The security has an effective contractual interest rate of 2.00% PIK + L+6.50%, Floor 1.00%, but the issuer may, in its discretion, elect to pay the PIK interest in cash. The rate presented represents the effective current yield based on actual payments received during the period.

(35)

Delayed draw term loan facility permits the borrower to make an interest rate election on each new tranche of borrowings under the facility. The rate presented represents a weighted-average rate for borrowings under the facility. As of March 31, 2022, borrowings under the loan facility bear interest at L+6.00% or Prime+5.00%.

(36)

Delayed draw term loan facility permits the borrower to make an interest rate election on each new tranche of borrowings under the facility. The rate presented represents a weighted-average rate for borrowings under the facility. As of March 31, 2022, borrowings under the loan facility bear interest at L+6.00% (Floor 1.00%) or Prime+5.00%.

(37)

Delayed draw term loan facility permits the borrower to make an interest rate election on each new tranche of borrowings under the facility. The rate presented represents a weighted-average rate for borrowings under the facility. As of March 31, 2022, borrowings under the loan facility bear interest at L+5.50% (Floor 1.00%) or Prime+4.00%.

(38)

RLOC facility permits the borrower to make an interest rate election on each new tranche of borrowings under the facility. The rate presented represents a weighted-average rate for borrowings under the facility. As of March 31, 2022, borrowings under the loan facility bear interest at L+7.25% (Floor 0.75%).

(39)

SOFR based contracts may include a credit spread adjustment (the "Adjustment") that is charged in addition to the stated spread. The Adjustment is applied when the SOFR rate, plus the Adjustment, exceeds the stated floor rate, as applicable. As of March 31, 2022, the portfolio had Adjustments ranging from 0.10% to 0.26%.

25


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Control Investments (5)

Analytical Systems Keco Holdings, LLC

Manufacturer of Liquid and Gas Analyzers

Secured Debt

(9)

8/16/2019

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

8/16/2024

$

4,945

$

4,736

$

4,736

Preferred Member Units

8/16/2019

3,200

3,200

-

Preferred Member Units

5/20/2021

2,427

2,427

4,894

Warrants

(27)

8/16/2019

420

8/16/2029

316

-

10,679

9,630

ASC Interests, LLC

Recreational and Educational Shooting Facility

Secured Debt

12/31/2019

13.00%

7/31/2022

200

200

200

Secured Debt

8/1/2013

13.00%

7/31/2022

1,650

1,636

1,636

Member Units

8/1/2013

1,500

1,500

720

3,336

2,556

ATS Workholding, LLC

(10)

Manufacturer of Machine Cutting Tools and Accessories

Secured Debt

(14)

11/16/2017

5.00%

8/16/2023

4,794

4,635

3,005

Preferred Member Units

11/16/2017

3,725,862

3,726

-

8,361

3,005

Barfly Ventures, LLC

(10)

Casual Restaurant Group

Secured Debt

10/15/2020

7.00%

10/31/2024

711

711

711

Member Units

10/26/2020

37

1,584

1,930

2,295

2,641

Bolder Panther Group, LLC

Consumer Goods and Fuel Retailer

Secured Debt

(9)

12/31/2020

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

12/31/2025

39,000

38,687

39,000

Class A Preferred Member Units

(8)

12/31/2020

14.00%

10,194

10,194

Class B Preferred Member Units

(8)

12/31/2020

140,000

8.00%

14,000

23,170

62,881

72,364

Brewer Crane Holdings, LLC

Provider of Crane Rental and Operating Services

Secured Debt

(9)

1/9/2018

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

1/9/2023

8,060

8,037

8,037

Preferred Member Units

(8)

1/9/2018

2,950

4,280

7,710

12,317

15,747

Bridge Capital Solutions Corporation

Financial Services and Cash Flow Solutions Provider

Secured Debt

7/25/2016

13.00%

12/11/2024

8,813

8,813

8,813

Warrants

(27)

7/25/2016

82

7/25/2026

2,132

4,060

Secured Debt

(30)

7/25/2016

13.00%

12/11/2024

1,000

1,000

1,000

Preferred Member Units

(8) (30)

7/25/2016

17,742

1,000

1,000

12,945

14,873

Café Brazil, LLC

Casual Restaurant Group

Member Units

(8)

6/9/2006

1,233

1,742

2,570

California Splendor Holdings LLC

Processor of Frozen Fruits

Secured Debt

(9)

3/30/2018

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

3/30/2023

28,000

27,915

27,915

Preferred Member Units

(8) (19)

7/31/2019

6,725

15.00% PIK

9,510

9,510

Preferred Member Units

(8)

3/30/2018

6,157

10,775

13,275

48,200

50,700

CBT Nuggets, LLC

Produces and Sells IT Training Certification Videos

Member Units

(8)

6/1/2006

416

1,300

50,620

26


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Centre Technologies Holdings, LLC

Provider of IT Hardware Services and Software Solutions

Secured Debt

(9)

1/4/2019

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

1/4/2024

9,416

9,370

8,864

Preferred Member Units

1/4/2019

12,696

5,840

5,840

15,210

14,704

Chamberlin Holding LLC

Roofing and Waterproofing Specialty Contractor

Secured Debt

(9)

2/26/2018

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

2/26/2023

17,817

17,738

17,817

Member Units

(8)

2/26/2018

4,347

11,440

24,140

Member Units

(8) (30)

11/2/2018

1,047,146

1,322

1,540

30,500

43,497

Charps, LLC

Pipeline Maintenance and Construction

Unsecured Debt

8/26/2020

10.00%

1/31/2024

5,694

4,599

5,694

Preferred Member Units

(8)

2/3/2017

1,829

1,963

13,990

6,562

19,684

Clad-Rex Steel, LLC

Specialty Manufacturer of Vinyl-Clad Metal

Secured Debt

(9)

12/20/2016

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

1/15/2024

10,480

10,401

10,401

Member Units

(8)

12/20/2016

717

7,280

10,250

Secured Debt

12/20/2016

10.00%

12/20/2036

1,081

1,071

1,071

Member Units

(30)

12/20/2016

800

210

530

18,962

22,252

CMS Minerals Investments

Oil & Gas Exploration & Production

Member Units

(8) (30)

4/1/2016

100

1,838

1,974

Cody Pools, Inc.

Designer of Residential and Commercial Pools

Secured Debt

(9)

3/6/2020

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

12/17/2026

42,497

42,117

42,484

Preferred Member Units

(8) (30)

3/6/2020

587

8,317

47,640

50,434

90,124

Colonial Electric Company LLC

Provider of Electrical Contracting Services

Secured Debt

3/31/2021

12.00%

3/31/2026

24,570

24,351

24,351

Preferred Member Units

(8)

3/31/2021

17,280

7,680

9,130

32,031

33,481

CompareNetworks Topco, LLC

Internet Publishing and Web Search Portals

Secured Debt

(9)

1/29/2019

10.00% (L+9.00%, Floor 1.00%)

1/29/2024

6,477

6,452

6,477

Preferred Member Units

(8)

1/29/2019

1,975

1,975

12,000

8,427

18,477

Copper Trail Fund Investments

(12) (13)

Investment Partnership

LP Interests (CTMH, LP)

(31)

7/17/2017

38.8%

710

710

Datacom, LLC

Technology and Telecommunications Provider

Secured Debt

3/31/2021

5.00%

12/31/2025

8,892

8,296

7,668

Preferred Member Units

3/31/2021

9,000

2,610

2,610

10,906

10,278

Digital Products Holdings LLC

Designer and Distributor of Consumer Electronics

Secured Debt

(9)

4/1/2018

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

4/1/2023

16,853

16,801

16,801

27


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Preferred Member Units

(8)

4/1/2018

3,857

9,501

9,835

26,302

26,636

Direct Marketing Solutions, Inc.

Provider of Omni-Channel Direct Marketing Services

Secured Debt

(9)

2/13/2018

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

2/13/2024

24,070

23,911

24,048

Preferred Stock

(8)

2/13/2018

8,400

8,400

18,350

32,311

42,398

Gamber-Johnson Holdings, LLC

Manufacturer of Ruggedized Computer Mounting Systems

Secured Debt

(9)

6/24/2016

9.50% (L+7.50%, Floor 2.00%)

1/1/2025

21,598

21,535

21,598

Member Units

(8)

6/24/2016

9,042

17,692

49,700

39,227

71,298

Garreco, LLC

Manufacturer and Supplier of Dental Products

Secured Debt

(9)

7/15/2013

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

7/31/2022

4,196

4,196

4,196

Member Units

(8)

7/15/2013

1,200

1,200

2,270

5,396

6,466

GRT Rubber Technologies LLC

Manufacturer of Engineered Rubber Products

Secured Debt

12/19/2014

8.10% (L+8.00%)

10/29/2026

38,885

38,672

38,885

Member Units

(8)

12/19/2014

5,879

13,065

46,190

51,737

85,075

Gulf Manufacturing, LLC

Manufacturer of Specialty Fabricated Industrial Piping Products

Member Units

(8)

8/31/2007

438

2,980

5,640

Gulf Publishing Holdings, LLC

Energy Industry Focused Media and Publishing

Secured Debt

(9) (17) (19)

9/29/2017

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

9/30/2020

257

257

257

Secured Debt

(17) (19)

4/29/2016

12.50% (6.25% Cash, 6.25% PIK)

4/29/2021

13,565

13,565

9,717

Member Units

4/29/2016

3,681

3,681

-

17,503

9,974

Harris Preston Fund Investments

(12) (13)

Investment Partnership

LP Interests (2717 MH, L.P.)

(31)

10/1/2017

49.3%

2,703

3,971

Harrison Hydra-Gen, Ltd.

Manufacturer of Hydraulic Generators

Common Stock

6/4/2010

107,456

718

3,530

Jensen Jewelers of Idaho, LLC

Retail Jewelry Store

Secured Debt

(9)

11/14/2006

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

11/14/2023

2,550

2,536

2,550

Member Units

(8)

11/14/2006

627

811

12,420

3,347

14,970

Johnson Downie Opco, LLC

Executive Search Services

Secured Debt

(9)

12/10/2021

13.00% (L+11.50%, Floor 1.50%)

12/10/2026

11,475

11,344

11,344

Preferred Equity

12/10/2021

3,150

3,150

3,150

14,494

14,494

KBK Industries, LLC

Manufacturer of Specialty Oilfield and Industrial Products

Member Units

(8)

1/23/2006

325

783

13,620

28


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Kickhaefer Manufacturing Company, LLC

Precision Metal Parts Manufacturing

Secured Debt

10/31/2018

11.50%

10/31/2023

20,415

20,324

20,324

Member Units

10/31/2018

581

12,240

12,310

Secured Debt

10/31/2018

9.00%

10/31/2048

3,915

3,876

3,876

Member Units

(8) (30)

10/31/2018

800

992

2,460

37,432

38,970

Market Force Information, LLC

Provider of Customer Experience Management Services

Secured Debt

(9)

7/28/2017

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

7/28/2023

3,400

3,400

3,400

Secured Debt

(14) (19)

7/28/2017

12.00% PIK

7/28/2023

26,079

25,952

8,936

Member Units

7/28/2017

743,921

16,642

-

45,994

12,336

MH Corbin Holding LLC

Manufacturer and Distributor of Traffic Safety Products

Secured Debt

8/31/2015

13.00%

3/31/2022

8,250

8,241

5,934

Preferred Member Units

3/15/2019

66,000

4,400

-

Preferred Member Units

9/1/2015

4,000

6,000

-

18,641

5,934

MS Private Loan Fund I, LP

(12) (13)

Investment Partnership

Unsecured Debt

2/11/2021

5.00%

2/28/2022

63,151

63,151

63,151

LP Interests

(31)

1/26/2021

12.1%

2,500

2,581

65,651

65,732

MSC Adviser I, LLC

(16)

Third Party Investment Advisory Services

Member Units

(8)

11/22/2013

29,500

140,400

Mystic Logistics Holdings, LLC

Logistics and Distribution Services Provider for Large Volume Mailers

Secured Debt

8/18/2014

12.00%

1/17/2022

6,378

6,377

6,378

Common Stock

(8)

8/18/2014

5,873

2,720

8,840

9,097

15,218

NAPCO Precast, LLC

Precast Concrete Manufacturing

Member Units

(8)

1/31/2008

2,955

2,975

13,560

Nebraska Vet AcquireCo, LLC

Mixed-Animal Veterinary and Animal Health Product Provider

Secured Debt

12/31/2020

12.00%

12/31/2025

10,500

10,412

10,412

Secured Debt

12/31/2020

12.00%

12/31/2025

4,868

4,829

4,829

Preferred Member Units

12/31/2020

6,987

6,987

7,700

22,228

22,941

NexRev LLC

Provider of Energy Efficiency Products & Services

Secured Debt

2/28/2018

11.00%

2/28/2023

16,217

16,173

14,045

Preferred Member Units

(8)

2/28/2018

86,400,000

6,880

2,690

23,053

16,735

NRP Jones, LLC

Manufacturer of Hoses, Fittings and Assemblies

Secured Debt

12/21/2017

12.00%

3/20/2023

2,080

2,080

2,080

Member Units

(8)

12/22/2011

65,962

3,717

6,440

5,797

8,520

NuStep, LLC

Designer, Manufacturer and Distributor of Fitness Equipment

Secured Debt

(9)

1/31/2017

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

1/31/2025

1,720

1,720

1,720

Secured Debt

1/31/2017

11.00%

1/31/2025

17,240

17,236

17,240

Preferred Member Units

1/31/2017

406

10,200

13,500

29,156

32,460

OMi Topco, LLC

Manufacturer of Overhead Cranes

Secured Debt

8/31/2021

12.00%

8/31/2026

18,000

17,831

18,000

29


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Preferred Member Units

(8)

4/1/2008

900

1,080

20,210

18,911

38,210

Orttech Holdings, LLC

Distributor of Industrial Clutches, Brakes and Other Components

Secured Debt

(9)

7/30/2021

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

7/31/2026

24,375

24,151

24,151

Preferred Stock

(8) (30)

7/30/2021

10,000

10,000

10,000

34,151

34,151

Pearl Meyer Topco LLC

Provider of Executive Compensation Consulting Services

Secured Debt

4/27/2020

12.00%

4/27/2025

32,674

32,438

32,674

Member Units

(8)

4/27/2020

13,800

13,000

26,970

45,438

59,644

PPL RVs, Inc.

Recreational Vehicle Dealer

Secured Debt

(9)

10/31/2019

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

11/15/2022

750

726

726

Secured Debt

(9)

11/15/2016

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

11/15/2022

11,655

11,655

11,655

Common Stock

(8)

6/10/2010

2,000

2,150

14,360

14,531

26,741

Principle Environmental, LLC

Noise Abatement Service Provider

Secured Debt

2/1/2011

13.00%

11/15/2026

1,473

1,465

1,465

Secured Debt

7/1/2011

13.00%

11/15/2026

5,924

5,808

5,808

Preferred Member Units

2/1/2011

21,806

5,709

11,160

Common Stock

1/27/2021

1,037

1,200

710

14,182

19,143

Quality Lease Service, LLC

Provider of Rigsite Accommodation Unit Rentals and Related Services

Member Units

6/8/2015

1,000

9,213

2,149

River Aggregates, LLC

Processor of Construction Aggregates

Member Units

(8) (30)

12/20/2013

1,500

369

3,280

Robbins Bros. Jewelry, Inc.

Bridal Jewelry Retailer

Secured Debt

(9)

12/15/2021

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

12/15/2026

36,360

35,956

35,956

Preferred Equity

12/15/2021

11,070

11,070

11,070

47,026

47,026

Tedder Industries, LLC

Manufacturer of Firearm Holsters and Accessories

Secured Debt

8/31/2018

12.00%

8/31/2022

16,240

16,181

16,181

Preferred Member Units

8/31/2018

505

8,579

8,579

24,760

24,760

Televerde, LLC

Provider of Telemarketing and Data Services

Member Units

1/6/2011

460

1,290

7,280

Trantech Radiator Topco, LLC

Transformer Cooling Products and Services

Secured Debt

5/31/2019

12.00%

5/31/2024

8,720

8,663

8,712

Common Stock

(8)

5/31/2019

615

4,655

8,660

13,318

17,372

UnionRock Energy Fund II, LP

(12) (13)

Investment Partnership

LP Interests

(8) (31)

6/15/2020

49.6%

3,828

6,122

Vision Interests, Inc.

Manufacturer / Installer of Commercial Signage

Series A Preferred Stock

12/23/2011

3,000,000

3,000

3,000

30


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

VVS Holdco LLC

Omnichannel Retailer of Animal Health Products

Secured Debt

(9)(30)

12/1/2021

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

12/1/2026

1,200

1,170

1,169

Secured Debt

(30)

12/1/2021

11.50%

12/1/2026

30,400

30,100

30,100

Preferred Equity

(30)

12/1/2021

11,840

11,840

11,840

43,110

43,109

Ziegler’s NYPD, LLC

Casual Restaurant Group

Secured Debt

6/1/2015

12.00%

10/1/2022

625

625

625

Secured Debt

10/1/2008

6.50%

10/1/2022

1,000

1,000

1,000

Secured Debt

10/1/2008

14.00%

10/1/2022

2,750

2,750

2,750

Preferred Member Units

6/30/2015

10,072

2,834

2,130

Warrants

(27)

7/1/2015

587

10/1/2025

600

-

7,809

6,505

Subtotal Control Investments (83.3% of net assets at fair value)

$

1,107,597

$

1,489,257

31


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Affiliate Investments (6)

AAC Holdings, Inc.

(11)

Substance Abuse Treatment Service Provider

Secured Debt

(19)

12/11/2020

18.00% (10.00% Cash, 8.00% PIK)

6/25/2025

$

10,202

$

10,011

$

9,794

Common Stock

12/11/2020

593,928

3,148

2,079

Warrants

(27)

12/11/2020

554,353

12/11/2025

-

1,940

13,159

13,813

AFG Capital Group, LLC

Provider of Rent-to-Own Financing Solutions and Services

Secured Debt

4/25/2019

10.00%

5/25/2022

144

144

144

Preferred Member Units

(8)

11/7/2014

186

1,200

7,740

1,344

7,884

ATX Networks Corp.

(11)

Provider of Radio Frequency Management Equipment

Secured Debt

(9)

9/1/2021

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

9/1/2026

7,667

7,092

7,092

Unsecured Debt

(19)

9/1/2021

10.00% PIK

9/1/2028

3,067

1,963

1,963

Common Stock

9/1/2021

583

-

-

9,055

9,055

BBB Tank Services, LLC

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

Unsecured Debt

(9) (17)

4/8/2016

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

4/8/2021

4,800

4,800

2,508

Preferred Stock (non-voting)

(8) (19)

12/17/2018

15.00% PIK

162

-

Member Units

4/8/2016

800,000

800

-

5,762

2,508

Boccella Precast Products LLC

Manufacturer of Precast Hollow Core Concrete

Secured Debt

9/23/2021

10.00%

2/28/2027

320

320

320

Member Units

(8)

6/30/2017

2,160,000

2,256

4,830

2,576

5,150

Brightwood Capital Fund Investments

(12) (13)

Investment Partnership

LP Interests (Brightwood Capital Fund V, LP)

(31)

7/12/2021

15.8%

1,000

1,000

Buca C, LLC

Casual Restaurant Group

Secured Debt

(9) (17)

6/30/2015

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

6/30/2020

19,491

19,491

14,370

Preferred Member Units

(19)

6/30/2015

6

6.00% PIK

4,770

-

24,261

14,370

Career Team Holdings, LLC

Provider of Workforce Training and Career Development Services

Secured Debt

12/17/2021

12.50%

12/17/2026

20,250

20,050

20,050

Class A Common Units

12/17/2021

450,000

4,500

4,500

24,550

24,550

Chandler Signs Holdings, LLC

(10)

Sign Manufacturer

Class A Units

1/4/2016

1,500,000

1,500

460

Classic H&G Holdings, LLC

Provider of Engineered Packaging Solutions

Secured Debt

(9)

3/12/2020

7.00% (L+6.00%,

3/12/2025

4,000

4,000

4,000

32


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Floor 1.00%)

Secured Debt

3/12/2020

8.00%

3/12/2025

19,274

19,139

19,274

Preferred Member Units

(8)

3/12/2020

154

5,760

15,260

28,899

38,534

Congruent Credit Opportunities Funds

(12) (13)

Investment Partnership

LP Interests (Congruent Credit Opportunities Fund
III, LP)

(8) (31)

2/4/2015

17.4%

10,256

9,959

DMA Industries, LLC

Distributor of aftermarket ride control products

Secured Debt

11/19/2021

12.00%

11/19/2026

21,200

20,993

20,993

Preferred Equity

11/19/2021

5,944

5,944

5,944

26,937

26,937

Dos Rios Partners

(12) (13)

Investment Partnership

LP Interests (Dos Rios Partners, LP)

(31)

4/25/2013

20.2%

6,605

10,329

LP Interests (Dos Rios Partners - A, LP)

(31)

4/25/2013

6.4%

2,097

3,280

8,702

13,609

Dos Rios Stone Products LLC

(10)

Limestone and Sandstone Dimension Cut Stone Mining Quarries

Class A Preferred Units

(30)

6/27/2016

2,000,000

2,000

640

EIG Fund Investments

(12) (13)

Investment Partnership

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

(8) (31)

11/6/2015

5,000,000

594

547

Flame King Holdings, LLC

Propane Tank and Accessories Distributor

Secured Debt

(9)

10/29/2021

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

10/31/2026

6,400

6,324

6,324

Secured Debt

(9)

10/29/2021

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

10/31/2026

21,200

20,996

20,996

Preferred Equity

10/29/2021

9,360

10,400

10,400

37,720

37,720

Freeport Financial Funds

(12) (13)

Investment Partnership

LP Interests (Freeport Financial SBIC Fund LP)

(31)

3/23/2015

9.3%

5,974

6,078

LP Interests (Freeport First Lien Loan Fund III LP)

(8) (31)

7/31/2015

6.0%

7,629

7,231

13,603

13,309

GFG Group, LLC.

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

Secured Debt

3/31/2021

12.00%

3/31/2026

12,545

12,435

12,545

Preferred Member Units

(8)

3/31/2021

226

4,900

6,990

17,335

19,535

Harris Preston Fund Investments

(12) (13)

Investment Partnership

LP Interests (HPEP 3, L.P.)

(31)

8/9/2017

8.2%

3,193

4,712

Hawk Ridge Systems, LLC

(13)

Value-Added Reseller of

33


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Engineering Design and Manufacturing Solutions

Secured Debt

(9)

12/2/2016

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

1/15/2026

2,585

2,585

2,585

Secured Debt

12/2/2016

8.00%

1/15/2026

34,800

34,672

34,800

Preferred Member Units

(8)

12/2/2016

226

2,850

14,680

Preferred Member Units

(30)

12/2/2016

226

150

770

40,257

52,835

Houston Plating and Coatings, LLC

Provider of Plating and Industrial Coating Services

Unsecured Convertible Debt

5/1/2017

8.00%

5/1/2022

3,000

3,000

2,960

Member Units

(8)

1/8/2003

322,297

2,352

3,210

5,352

6,170

I-45 SLF LLC

(12) (13)

Investment Partnership

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

(8)

10/20/2015

19,000

14,387

Iron-Main Investments, LLC

Consumer Reporting Agency Providing Employment Background Checks and Drug Testing

Secured Debt

8/3/2021

13.00%

8/1/2026

4,600

4,557

4,557

Secured Debt

9/1/2021

12.50%

9/1/2026

3,200

3,170

3,170

Secured Debt

8/3/2021

12.50%

11/30/2026

20,000

19,805

19,805

Secured Debt

(19)

8/3/2021

12.50% PIK

3/31/2022

8,944

8,944

8,944

Common Stock

8/3/2021

179,778

1,798

1,798

38,274

38,274

L.F. Manufacturing Holdings, LLC

(10)

Manufacturer of Fiberglass Products

Preferred Member Units (non-voting)

(8) (19)

1/1/2019

14.00% PIK

107

107

Member Units

12/23/2013

2,179,001

2,019

2,557

2,126

2,664

OnAsset Intelligence, Inc.

Provider of Transportation Monitoring / Tracking Products and Services

Secured Debt

(19)

5/20/2014

12.00% PIK

12/31/2022

935

935

935

Secured Debt

(19)

3/21/2014

12.00% PIK

12/31/2022

954

954

954

Secured Debt

(19)

5/10/2013

12.00% PIK

12/31/2022

2,055

2,055

2,055

Secured Debt

(19)

4/18/2011

12.00% PIK

12/31/2022

4,286

4,286

4,286

Unsecured Debt

(19)

6/5/2017

10.00% PIK

12/31/2022

192

192

192

Preferred Stock

(19)

4/18/2011

912

7.00% PIK

1,981

-

Common Stock

4/15/2021

635

830

-

Warrants

(27)

4/18/2011

4,699

5/10/2023

1,089

-

12,322

8,422

Oneliance, LLC

Construction Cleaning Company

Secured Debt

(9)

8/6/2021

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

8/6/2026

5,600

5,547

5,547

Preferred Stock

8/6/2021

1,056

1,056

1,056

6,603

6,603

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

Provider of Rigsite Accommodation Unit Rentals and Related Services

Secured Debt

(14) (17)

6/30/2015

12.00%

1/8/2018

30,369

29,865

-

Preferred Member Units

1/8/2013

250

2,500

-

32,365

-

SI East, LLC

Rigid Industrial Packaging Manufacturing

Secured Debt

8/31/2018

10.25%

8/31/2023

65,850

65,738

65,850

Preferred Member Units

(8)

8/31/2018

157

1,218

11,570

66,956

77,420

34


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Slick Innovations, LLC

Text Message Marketing Platform

Secured Debt

9/13/2018

13.00%

9/13/2023

5,320

5,248

5,320

Common Stock

9/13/2018

70,000

700

1,510

Warrants

(27)

9/13/2018

18,084

9/13/2028

181

400

6,129

7,230

Sonic Systems International, LLC

(10)

Nuclear Power Staffing Services

Secured Debt

(9)

8/20/2021

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

8/20/2026

11,982

11,757

11,757

Common Stock

8/20/2021

7,866

1,070

1,070

12,827

12,827

Superior Rigging & Erecting Co.

Provider of Steel Erecting, Crane Rental & Rigging Services

Secured Debt

8/31/2020

12.00%

8/31/2025

21,500

21,332

21,332

Preferred Member Units

8/31/2020

1,571

4,500

4,500

25,832

25,832

The Affiliati Network, LLC

Performance Marketing Solutions

Secured Debt

8/9/2021

7.00%

8/9/2026

280

262

262

Secured Debt

8/9/2021

11.83%

8/9/2026

12,961

12,834

12,834

Preferred Stock

(8)

8/9/2021

1,280,000

6,400

6,400

19,496

19,496

UniTek Global Services, Inc.

(11)

Provider of Outsourced Infrastructure Services

Secured Debt

(9) (19)

10/15/2018

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

8/20/2024

397

396

371

Secured Debt

(9) (19)

8/27/2018

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

8/20/2024

1,986

1,974

1,852

Secured Convertible Debt

(19)

1/1/2021

15.00% PIK

2/20/2025

1,197

1,197

2,375

Preferred Stock

(8) (19)

8/29/2019

1,133,102

20.00% PIK

1,757

2,833

Preferred Stock

(19)

8/21/2018

1,521,122

20.00% PIK

2,188

1,498

Preferred Stock

(19)

1/15/2015

4,336,866

13.50% PIK

7,924

-

Preferred Stock

(19)

6/30/2017

2,281,682

19.00% PIK

3,667

-

Common Stock

4/1/2020

945,507

-

-

19,103

8,929

Universal Wellhead Services Holdings, LLC

(10)

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

Preferred Member Units

(19) (30)

12/7/2016

716,949

14.00% PIK

1,032

-

Member Units

(30)

12/7/2016

4,000,000

4,000

-

5,032

-

Volusion, LLC

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

Secured Debt

(17)

1/26/2015

11.50%

1/26/2020

17,434

17,434

17,434

Unsecured Convertible Debt

5/16/2018

8.00%

11/16/2023

409

409

409

Preferred Member Units

1/26/2015

4,876,670

14,000

5,990

Warrants

(27)

1/26/2015

1,831,355

1/26/2025

2,576

-

34,419

23,833

Subtotal Affiliate Investments (30.7% of net assets at fair value)

$

578,539

$

549,214

35


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Non-Control/Non-Affiliate Investments (7)

Acousti Engineering Company of Florida

(10)

Interior Subcontractor Providing Acoustical Walls and Ceilings

Secured Debt

(9)

11/2/2020

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

11/2/2025

$

12,111

$

12,005

$

12,111

Secured Debt

(9)

5/26/2021

14.00% (L+12.50%, Floor 1.50%)

11/2/2025

850

841

850

12,846

12,961

ADS Tactical, Inc.

(11)

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

Secured Debt

(9)

3/29/2021

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

3/19/2026

22,136

21,734

22,012

American Health Staffing Group, Inc.

(10)

Healthcare Temporary Staffing

Secured Debt

(9)

11/19/2021

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

11/19/2026

7,067

6,988

6,988

American Nuts, LLC

(10)

Roaster, Mixer and Packager of Bulk Nuts and Seeds

Secured Debt

(9)

12/21/2018

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

4/10/2025

12,017

11,854

12,017

American Teleconferencing Services, Ltd.

(11)

Provider of Audio Conferencing and Video Collaboration Solutions

Secured Debt

(9) (14) (17)

9/17/2021

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

9/9/2021

2,980

2,980

89

Secured Debt

(9) (14)

5/19/2016

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

6/28/2023

14,370

13,706

431

16,686

520

ArborWorks, LLC

(10)

Vegetation Management Services

Secured Debt

(9)

11/9/2021

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

11/9/2026

32,605

31,873

31,873

Common Equity

11/9/2021

234

234

234

32,107

32,107

Arrow International, Inc

(10)

Manufacturer and Distributor of Charitable Gaming Supplies

Secured Debt

(9) (23)

12/21/2020

9.18% (L+7.93%, Floor 1.25%)

12/21/2025

22,500

22,300

22,500

AVEX Aviation Holdings, LLC

(10)

Specialty Aircraft Dealer

Secured Debt

(9)

12/15/2021

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

12/15/2026

13,320

13,005

13,005

Common Equity

12/15/2021

360

360

360

13,365

13,365

Berry Aviation, Inc.

(10)

Charter Airline Services

Secured Debt

(19)

7/6/2018

12.00% (10.50% Cash, 1.50% PIK)

1/6/2024

4,694

4,674

4,694

Preferred Member Units

(8) (19) (30)

11/12/2019

122,416

16.00% PIK

168

208

Preferred Member Units

(19) (30)

7/6/2018

1,548,387

8.00% PIK

1,671

2,487

6,513

7,389

Binswanger Enterprises, LLC

(10)

Glass Repair and Installation Service Provider

36


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Secured Debt

(9)

3/10/2017

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

3/10/2023

12,194

12,107

12,194

Member Units

3/10/2017

1,050,000

1,050

730

13,157

12,924

Bluestem Brands, Inc.

(11)

Multi-Channel Retailer of General Merchandise

Secured Debt

(9)

8/28/2020

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

8/28/2025

5,357

5,357

5,337

Common Stock

(8)

10/1/2020

723,184

1

1,515

5,358

6,852

Brainworks Software, LLC

(10)

Advertising Sales and Newspaper Circulation Software

Secured Debt

(9) (14) (17)

8/12/2014

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

7/22/2019

7,817

7,817

4,201

Brightwood Capital Fund Investments

(12) (13)

Investment Partnership

LP Interests (Brightwood Capital Fund III, LP)

(8) (31)

7/21/2014

1.6%

7,200

4,269

LP Interests (Brightwood Capital Fund IV, LP)

(8) (31)

10/26/2016

0.6%

4,350

4,394

11,550

8,663

Burning Glass Intermediate Holding Company, Inc.

(10)

Provider of Skills-Based Labor Market Analytics

Secured Debt

(9)

6/14/2021

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

6/10/2026

465

429

429

Secured Debt

(9)

6/14/2021

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

6/10/2028

20,134

19,803

19,985

20,232

20,414

Cadence Aerospace LLC

(10)

Aerostructure Manufacturing

Secured Debt

(19) (35)

11/14/2017

9.28% Cash, 0.22% PIK

11/14/2023

28,540

28,399

26,767

CAI Software LLC

Provider of Specialized Enterprise Resource Planning Software

Preferred Equity

12/13/2021

1,788,527

1,789

1,789

Preferred Equity

12/13/2021

596,176

-

-

1,789

1,789

Camin Cargo Control, Inc.

(11)

Provider of Mission Critical Inspection, Testing and Fuel Treatment Services

Secured Debt

(9)

6/14/2021

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

6/4/2026

15,920

15,775

15,840

Cenveo Corporation

(11)

Provider of Digital Marketing Agency Services

Common Stock

9/7/2018

322,907

6,183

2,852

Chisholm Energy Holdings, LLC

(10)

Oil & Gas Exploration & Production

Secured Debt

(9)

5/15/2019

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

5/15/2026

2,857

2,804

2,663

Clarius BIGS, LLC

(10)

Prints & Advertising Film Financing

Secured Debt

(14) (17) (19)

9/23/2014

15.00% PIK

1/5/2015

2,756

2,756

33

Computer Data Source, LLC

(10)

Third Party Maintenance Provider to the Data Center Ecosystem

37


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Secured Debt

(9)

8/6/2021

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

8/6/2026

21,681

21,234

21,234

Construction Supply Investments, LLC

(10)

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

Member Units

(8)

12/29/2016

861,618

3,335

14,640

Darr Equipment LP

(10)

Heavy Equipment Dealer

Secured Debt

(19)

12/26/2017

12.50% (11.50% Cash, 1.00% PIK)

6/22/2023

4,685

4,685

4,227

Warrants

(29)

4/15/2014

915,734

12/23/2023

474

160

5,159

4,387

DTE Enterprises, LLC

(10)

Industrial Powertrain Repair and Services

Secured Debt

(9)

4/13/2018

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

4/13/2023

9,324

9,259

8,884

Class AA Preferred Member Units (non-voting)

(8) (19)

4/13/2018

10.00% PIK

1,051

1,051

Class A Preferred Member Units

(19)

4/13/2018

776,316

8.00% PIK

776

320

11,086

10,255

Dynamic Communities, LLC

(10)

Developer of Business Events and Online Community Groups

Secured Debt

(9)

7/17/2018

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

7/17/2023

5,681

5,638

5,569

Eastern Wholesale Fence LLC

(10)

Manufacturer and Distributor of Residential and Commercial Fencing Solutions

Secured Debt

(9)

11/19/2020

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

10/30/2025

31,810

31,238

31,810

EnCap Energy Fund Investments

(12) (13)

Investment Partnership

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

(8) (31)

1/22/2015

0.1%

3,745

1,599

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

(31)

1/21/2015

0.4%

2,097

777

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

(8) (31)

1/22/2015

0.1%

4,047

2,284

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

(8) (31)

3/25/2015

0.1%

8,443

8,276

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

(31)

3/30/2015

0.8%

6,582

2,796

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

(8) (31)

3/27/2015

0.2%

6,082

5,064

30,996

20,796

EPIC Y-Grade Services, LP

(11)

NGL Transportation & Storage

38


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Secured Debt

(9)

6/22/2018

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

6/30/2027

6,892

6,819

5,862

Event Holdco, LLC

(10)

Event and Learning Management Software for Healthcare Organizations and Systems

Secured Debt

(9)(30)

12/22/2021

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

12/22/2026

51,692

51,135

51,135

Flip Electronics LLC

(10)

Distributor of Hard-to-Find and Obsolete Electronic Components

Secured Debt

(9) (33)

1/4/2021

9.09% (L+8.09%, Floor 1.00%)

1/2/2026

5,400

5,304

5,287

Fortna Acquisition Co., Inc.

(10)

Process, Physical Distribution and Logistics Consulting Services

Secured Debt

7/23/2019

5.09% (L+5.00%)

4/8/2025

7,595

7,525

7,595

Fuse, LLC

(11)

Cable Networks Operator

Secured Debt

6/30/2019

12.00%

6/28/2024

1,810

1,810

1,672

Common Stock

6/30/2019

10,429

256

-

2,066

1,672

GeoStabilization International (GSI)

(11)

Geohazard Engineering Services & Maintenance

Secured Debt

1/2/2019

5.35% (L+5.25%)

12/19/2025

20,710

20,615

20,606

GoWireless Holdings, Inc.

(11)

Provider of Wireless Telecommunications Carrier Services

Secured Debt

(9)

1/10/2018

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

12/22/2024

18,534

18,440

18,576

Grupo Hima San Pablo, Inc.

(11)

Tertiary Care Hospitals

Secured Debt

(9) (14) (17)

3/7/2013

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

4/30/2019

4,504

4,504

1,269

Secured Debt

(14) (17)

3/7/2013

13.75%

10/15/2018

2,055

2,040

49

Secured Debt

(17)

3/7/2013

12.00%

12/24/2021

147

147

147

6,691

1,465

GS HVAM Intermediate, LLC

(10)

Specialized Food Distributor

Secured Debt

(9)

10/18/2019

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

10/2/2024

13,243

13,167

13,243

GS Operating, LLC

(10)

Distributor of Industrial and Specialty Parts

Secured Debt

(9)

2/24/2020

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

2/24/2025

28,451

28,068

28,451

HDC/HW Intermediate Holdings

(10)

Managed Services and Hosting Provider

Secured Debt

(9)

12/21/2018

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

12/21/2023

3,449

3,419

3,059

Heartland Dental, LLC

(10)

Dental Support Organization

Secured Debt

(9)

9/9/2020

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

4/30/2025

14,813

14,477

14,887

HOWLCO LLC

(11) (13) (21)

Provider of Accounting and Business Development

39


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Software to Real Estate End Markets

Secured Debt

(9)

8/19/2021

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

10/23/2026

25,546

25,546

25,546

Hybrid Promotions, LLC

(10)

Wholesaler of Licensed, Branded and Private Label Apparel

Secured Debt

(9)

6/30/2021

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

6/30/2026

7,088

6,957

7,028

IG Parent Corporation

(11)

Software Engineering

Secured Debt

(9)

7/30/2021

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

7/30/2026

9,591

9,419

9,419

Implus Footcare, LLC

(10)

Provider of Footwear and Related Accessories

Secured Debt

(9)

6/1/2017

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

4/30/2024

18,702

18,471

17,743

Independent Pet Partners Intermediate Holdings, LLC

(10)

Omnichannel Retailer of Specialty Pet Products

Secured Debt

(36)

8/20/2020

7.20%

12/22/2022

6,563

6,563

6,563

Secured Debt

(19)

12/10/2020

6.00% PIK

11/20/2023

17,891

16,861

16,861

Preferred Stock (non-voting)

(19)

12/10/2020

6.00% PIK

3,235

4,329

Preferred Stock (non-voting)

12/10/2020

-

-

Member Units

11/20/2018

1,558,333

1,558

-

28,217

27,753

Industrial Services Acquisition, LLC

(10)

Industrial Cleaning Services

Secured Debt

(9)

8/13/2021

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

8/13/2026

19,897

19,490

19,490

Preferred Member Units

(8) (19) (30)

1/31/2018

144

10.00% PIK

120

164

Preferred Member Units

(8) (19) (30)

5/17/2019

80

20.00% PIK

81

99

Member Units

(30)

6/17/2016

900

900

730

20,591

20,483

Infolinks Media Buyco, LLC

(10)

Exclusive Placement Provider to the Advertising Ecosystem

Secured Debt

(9)

11/1/2021

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

11/1/2026

8,680

8,487

8,487

Interface Security Systems, L.L.C

(10)

Commercial Security & Alarm Services

Secured Debt

(9)

12/9/2021

11.75% (L+10.00%, Floor 1.75%)

8/7/2023

525

525

525

Secured Debt

(9) (14) (19)

8/7/2019

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

8/7/2023

7,313

7,237

5,233

7,762

5,758

Intermedia Holdings, Inc.

(11)

Unified Communications as a Service

Secured Debt

(9)

8/3/2018

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

7/19/2025

20,627

20,559

20,527

Invincible Boat Company, LLC.

(10)

Manufacturer of Sport Fishing Boats

Secured Debt

(9)

8/28/2019

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

8/28/2025

17,510

17,354

17,510

INW Manufacturing, LLC

(11)

Manufacturer of Nutrition and Wellness Products

40


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Secured Debt

(9)

5/19/2021

6.50% (L+5.75%, Floor 0.75%)

3/25/2027

7,406

7,205

7,258

Isagenix International, LLC

(11)

Direct Marketer of Health & Wellness Products

Secured Debt

(9)

6/21/2018

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

6/14/2025

5,158

5,135

3,865

Jackmont Hospitality, Inc.

(10)

Franchisee of Casual Dining Restaurants

Secured Debt

(9)

5/26/2015

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

11/4/2024

2,100

2,100

2,100

Preferred Equity

11/8/2021

2,826,667

314

314

2,414

2,414

Joerns Healthcare, LLC

(11)

Manufacturer and Distributor of Health Care Equipment & Supplies

Secured Debt

(9)

8/21/2019

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

8/21/2024

4,034

3,989

3,658

Secured Debt

(19)

11/15/2021

15.00% PIK

11/8/2022

1,000

1,004

1,004

Common Stock

8/21/2019

472,579

4,429

-

9,422

4,662

JTI Electrical & Mechanical, LLC

(10)

Electrical, Mechanical and Automation Services

Secured Debt

(9)

12/22/2021

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

12/22/2026

37,895

36,972

36,972

Common Equity

12/22/2021

1,684,211

1,684

1,684

38,656

38,656

Klein Hersh, LLC

(10)

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

Secured Debt

(9)

11/13/2020

7.75% (L+7.00%, Floor 0.75%)

11/13/2025

43,321

42,342

43,278

KMS, LLC

(10)

Wholesaler of Closeout and Value-priced Products

Secured Debt

(9)

10/4/2021

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

10/4/2026

7,581

7,415

7,415

Kore Wireless Group Inc.

(11) (13)

Mission Critical Software Platform

Secured Debt

12/31/2018

5.72% (L+5.50%)

12/20/2024

11,415

11,345

11,400

Laredo Energy, LLC

(10)

Oil & Gas Exploration & Production

Member Units

5/4/2020

1,155,952

11,560

9,659

LaserAway Intermediate Holdings II, LLC

(11)

Aesthetic Dermatology Service Provider

Secured Debt

(9)

10/18/2021

6.50% (L+5.75%, Floor 0.75%)

10/14/2027

4,130

4,050

4,115

Lightbox Holdings, L.P.

(11)

Provider of Commercial Real Estate Software

Secured Debt

5/23/2019

5.22% (L+5.00%)

5/9/2026

14,625

14,460

14,442

LKCM Headwater Investments I, L.P.

(12) (13)

Investment Partnership

LP Interests

(8) (31)

1/25/2013

2.3%

1,746

2,541

LL Management, Inc.

(10)

Medical Transportation Service Provider

41


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Secured Debt

(9)

5/2/2019

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

9/25/2023

17,438

17,309

17,438

LLFlex, LLC

(10)

Provider of Metal-Based Laminates

Secured Debt

(9)

8/16/2021

10.00% (L+9.00%, Floor 1.00%)

8/16/2026

4,478

4,382

4,382

Logix Acquisition Company, LLC

(10)

Competitive Local Exchange Carrier

Secured Debt

(9)

1/8/2018

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

12/22/2024

25,850

24,605

24,428

Looking Glass Investments, LLC

(12) (13)

Specialty Consumer Finance

Member Units

7/1/2015

3

125

25

Mac Lean-Fogg Company

(10)

Manufacturer and Supplier for Auto and Power Markets

Secured Debt

(9)

4/22/2019

5.88% (L+5.25%, Floor 0.625%)

12/22/2025

17,080

16,995

17,080

Preferred Stock

(19)

10/1/2019

13.75% (4.50% Cash, 9.25% PIK)

1,920

1,920

18,915

19,000

Mako Steel, LP

(10)

Self-Storage Design & Construction

Secured Debt

(9)

3/15/2021

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

3/13/2026

17,589

17,267

17,589

MB2 Dental Solutions, LLC

(11)

Dental Partnership Organization

Secured Debt

(9)

1/28/2021

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

1/29/2027

11,682

11,531

11,682

Mills Fleet Farm Group, LLC

(10)

Omnichannel Retailer of Work, Farm and Lifestyle Merchandise

Secured Debt

(9)

10/24/2018

7.25% (L+6.25%, Floor 1.00%)

10/24/2024

17,781

17,563

17,781

NBG Acquisition Inc

(11)

Wholesaler of Home Décor Products

Secured Debt

(9)

4/28/2017

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

4/26/2024

3,987

3,961

2,758

NinjaTrader, LLC

(10)

Operator of Futures Trading Platform

Secured Debt

(9)

12/18/2019

7.25% (L+6.25%, Floor 1.00%)

12/18/2024

31,425

30,837

31,368

NNE Partners, LLC

(10)

Oil & Gas Exploration & Production

Secured Debt

(19)

3/2/2017

9.37% (4.87% Cash, 4.50% PIK) (4.50% PIK + L+4.75%)

12/31/2023

24,781

24,709

23,154

Northstar Group Services, Inc

(11)

Commercial & Industrial Services

Secured Debt

(9)

11/1/2021

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

11/12/2026

10,000

9,952

10,034

NTM Acquisition Corp.

(11)

Provider of B2B Travel Information Content

Secured Debt

(9) (19)

7/12/2016

8.25% (7.25% Cash, 1.00% PIK) (1.00%PIK +

6/7/2024

4,598

4,598

4,552

42


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

L+6.25%, Floor 1.00%)

NWN Corporation

(10)

Value Added Reseller and Provider of Managed Services to a Diverse Set of Industries

Secured Debt

(9)

5/7/2021

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

5/7/2026

42,972

42,108

42,323

Ospemifene Royalty Sub LLC

(10)

Estrogen-Deficiency Drug Manufacturer and Distributor

Secured Debt

(14)

7/8/2013

11.50%

11/15/2026

4,562

4,562

112

OVG Business Services, LLC

(10)

Venue Management Services

Secured Debt

(9)

11/29/2021

7.25% (L+6.25%, Floor 1.00%)

11/19/2028

14,000

13,861

13,861

Project Eagle Holdings, LLC

(10)

Provider of Secure Business Collaboration Software

Secured Debt

(9)

7/6/2020

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

7/6/2026

29,738

29,151

29,714

PT Network, LLC

(10)

Provider of Outpatient Physical Therapy and Sports Medicine Services

Secured Debt

(9) (19)

10/12/2017

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

11/30/2023

8,889

8,889

8,889

Common Stock

1/1/2020

2

-

80

8,889

8,969

RA Outdoors LLC

(10)

Software Solutions Provider for Outdoor Activity Management

Secured Debt

(9)

4/8/2021

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

4/8/2026

19,374

19,193

18,352

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

(11)

Provider of Outsourced Online Surveying

Secured Debt

(9)

12/29/2017

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

12/20/2024

20,124

19,789

19,899

RM Bidder, LLC

(10)

Scripted and Unscripted TV and Digital Programming Provider

Member Units

11/12/2015

2,779

46

26

Warrants

(26)

11/12/2015

187,161

10/20/2025

425

-

471

26

Roof Opco, LLC

(10)

Residential Re-Roofing/Repair

Secured Debt

(9)

8/27/2021

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

8/27/2026

2,800

2,704

2,704

RTIC Subsidiary Holdings, LLC

(10)

Direct-To-Consumer eCommerce Provider of Outdoor Products

Secured Debt

(9)

9/1/2020

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

9/1/2025

18,191

17,997

18,191

Rug Doctor, LLC.

(10)

Carpet Cleaning Products and Machinery

Secured Debt

(9)

7/16/2021

7.25% (L+6.25%, Floor 1.00%)

11/16/2024

11,145

10,902

10,902

43


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Salient Partners L.P.

(11)

Provider of Asset Management Services

Secured Debt

(9)

8/31/2018

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

10/30/2022

6,251

6,247

4,063

Secured Debt

(9)

9/30/2021

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

10/30/2022

1,250

1,250

2,435

7,497

6,498

Savers, Inc.

(11)

For-Profit Thrift Retailer

Secured Debt

(9)

5/14/2021

6.25% (L+5.50%, Floor 0.75%)

4/26/2028

11,400

11,295

11,386

SIB Holdings, LLC

(10)

Provider of Cost Reduction Services

Secured Debt

(9)

10/29/2021

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

10/29/2026

6,282

6,134

6,145

Common Equity

10/29/2021

95,238

200

200

6,334

6,345

South Coast Terminals Holdings, LLC

(10)

Specialty Toll Chemical Manufacturer

Secured Debt

(9)

12/10/2021

7.25% (L+6.25%, Floor 1.00%)

12/13/2026

50,704

49,589

49,589

Common Equity

12/10/2021

863,636

864

864

50,453

50,453

Staples Canada ULC

(10) (13) (21)

Office Supplies Retailer

Secured Debt

(9) (22)

9/14/2017

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

9/12/2024

16,116

16,039

15,620

Stellant Systems, Inc.

(11)

Manufacturer of Traveling Wave Tubes and Vacuum Electronic Devices

Secured Debt

(9)

1/0/1900

6.25% (L+5.50%, Floor 0.75%)

10/1/2028

7,700

7,625

7,700

Student Resource Center, LLC

(10)

Higher Education Services

Secured Debt

(9)

6/25/2021

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

6/25/2026

10,969

10,753

10,826

Tacala Investment Corp.

(34)

Quick Service Restaurant Group

Secured Debt

(9)

3/19/2021

4.25% (L+3.50%, Floor 0.75%)

2/5/2027

1,995

1,995

1,994

Team Public Choices, LLC

(11)

Home-Based Care Employment Service Provider

Secured Debt

(9)

12/22/2020

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

12/18/2027

15,109

14,778

15,071

Tectonic Financial, LLC

Financial Services Organization

Common Stock

(8)

5/15/2017

200,000

2,000

4,650

Tex Tech Tennis, LLC

(10)

Sporting Goods & Textiles

Common Stock

(30)

7/7/2021

1,000,000

1,000

1,000

U.S. TelePacific Corp.

(11)

Provider of Communications and Managed Services

Secured Debt

(9)

5/17/2017

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

5/2/2023

17,088

16,985

12,917

USA DeBusk LLC

(10)

Provider of Industrial Cleaning Services

44


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (24)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Secured Debt

(9)

10/22/2019

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

9/8/2026

37,281

36,510

37,281

Veregy Consolidated, Inc.

(11)

Energy Service Company

Secured Debt

(9)

11/9/2020

6.25% (L+5.25, Floor 1.00%)

11/3/2025

5,875

5,111

5,111

Secured Debt

(9)

11/9/2020

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

11/3/2027

14,888

14,524

14,925

19,635

20,036

Vida Capital, Inc

(11)

Alternative Asset Manager

Secured Debt

10/10/2019

6.10% (L+6.00%)

10/1/2026

17,089

16,905

15,850

Vistar Media, Inc.

(10)

Operator of Digital Out-of-Home Advertising Platform

Preferred Stock

4/3/2019

70,207

767

1,726

VORTEQ Coil Finishers, LLC

(10)

Specialty Coating of Aluminum and Light-Gauge Steel

Secured Debt

(9)

11/30/2021

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

11/30/2026

25,962

25,450

25,450

Common Equity

11/30/2021

1,038,462

1,038

1,038

26,488

26,488

Wahoo Fitness Acquisition L.L.C.

(11)

Fitness Training Equipment Provider

Secured Debt

(9)

8/17/2021

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

8/12/2028

15,000

14,569

14,916

Wall Street Prep, Inc.

(10)

Financial Training Services

Secured Debt

(9)

7/19/2021

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

7/19/2026

4,373

4,288

4,285

Common Stock

7/19/2021

400,000

400

400

4,688

4,685

Watterson Brands, LLC

(10)

Facility Management Services

Secured Debt

(9)

12/17/2021

7.25% (L+6.25%, Floor 1.00%)

12/17/2026

25,876

25,267

25,267

Winter Services LLC

(10)

Provider of Snow Removal and Ice Management Services

Secured Debt

(9)

11/19/2021

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

11/19/2026

10,278

10,018

10,061

Xenon Arc, Inc.

(10)

Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers

Secured Debt

(9)

12/17/2021

6.75% (L+6.00%, Floor 0.75%)

12/17/2026

38,600

37,423

37,423

YS Garments, LLC

(11)

Designer and Provider of Branded Activewear

Secured Debt

(9)

8/22/2018

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

8/9/2024

13,034

12,967

12,578

Subtotal Non-Control/Non-Affiliate Investments (85.2% of net assets at fair value)

$

1,573,110

$

1,523,360

Total Portfolio Investments, December 31, 2021 (199.2% of net assets at fair value)

$

3,259,246

$

3,561,831


(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

45


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

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.

(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, 2021. As noted in this schedule, 67% 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 1.06%.

(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 $21.4 million Canadian Dollars and receive $16.9 million U.S. Dollars with a settlement date of September 14, 2022. The unrealized depreciation on the forward foreign currency contract was not significant as of December 31, 2021.

(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 security position.

(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.

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

(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 thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 7.96% (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)

The security has an effective contractual interest rate of 2.00% PIK + L+6.50%, Floor 1.00%, but the issuer may, in its discretion, elect to pay the PIK interest in cash. The rate presented represents the effective current yield based on actual payments received during the period.

(36)

Delayed draw term loan facility permits the borrower to make an interest rate election on each new tranche of borrowings under the facility. The rate presented represents a weighted-average rate for borrowings under the facility. As of December 31, 2021, borrowings under the loan facility bear interest at L+6.00% or Prime+5.00%.

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MAIN STREET CAPITAL CORPORATION

Notes to the 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 investment strategy. 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 Private Loan (as defined in Note C) portfolio companies, investments in Middle Market portfolio companies, 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 and definitions for the defined terms Private Loan and Other Portfolio). Main Street’s results of operations and cash flows for the three months ended March 31, 2022 and 2021, and financial position as of March 31, 2022 and December 31, 2021, 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. 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, 2021. 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, 2022 are not necessarily indicative of the operating results to be expected for the full year. 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

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enhances disclosure requirements for fair value measurements. ASC 820 requires Main Street to assume that the 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 directly by Main Street or 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 made in companies that are consistent with the size of companies Main Street invests in through 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, Private Loan portfolio investments or Middle Market 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, Private Loan and Middle Market 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, with such 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 Private Loan and Middle Market 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

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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 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, changes in market-based interest rates 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

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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 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 19 LMM portfolio companies for the three months ended March 31, 2022, representing approximately 30% of the total LMM portfolio at fair value as of March 31, 2022, and on 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. Excluding its investments in LMM portfolio companies that, as of March 31, 2022 and 2021, 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, 2022 and 2021 was 36% and 29% of the total LMM portfolio at fair value as of March 31, 2022 and 2021, respectively.

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 18 Private Loan portfolio companies for the three months ended March 31, 2022, representing approximately 26% of the total Private Loan portfolio at fair value as of March 31, 2022, and on 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. Excluding its investments in Private Loan portfolio companies that, as of March 31, 2022 and 2021, 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, 2022 and 2021 was 42% and 29% of the total Private Loan portfolio at fair value as of March 31, 2022 and 2021, respectively.

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. The Company generally consults on a limited basis with a financial advisory services firm in connection with determining the fair value of its Middle Market portfolio investments due to the nature of these investments. The vast majority (93% as of both March 31, 2022 and December 31, 2021) of the Middle Market

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portfolio investments are valued using third-party quotes or other independent pricing services, or are new investments that will be consulted on once they have been in the Investment Portfolio for at least twelve months subsequent to the initial investment.

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 2.8% and 4.7% of Main Street’s Investment Portfolio at fair value as of March 31, 2022 and December 31, 2021, 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.

In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which permits a BDC’s board of directors to designate its executive officers or investment adviser as a valuation designee to determine the fair value for its investment portfolio, subject to the active oversight of the board. Main Street’s Board of Directors has approved policies and procedures pursuant to Rule 2a-5 (the “Valuation Procedures”) and has designated a group of its executive officers to serve as the Board’s valuation designee. Main Street adopted the Valuation Procedures effective April 1, 2021. Main Street believes its Investment Portfolio as of March 31, 2022 and December 31, 2021 approximates fair value as of those dates based on the markets in which it 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, pursuant to valuation policies and procedures approved and overseen by Main Street’s Board of Directors, in the absence of readily ascertainable market values. Because of the inherent uncertainty of the Investment

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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 uncertainty regarding the extent and duration of its impact, the valuation of Main Street’s Investment Portfolio has experienced 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, 2022, cash balances totaling $15.8 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, 2022, Main Street’s total Investment Portfolio had nine investments on non-accrual status, which comprised approximately 0.6% of its fair value and 3.1% of its cost. As of December 31, 2021, Main Street’s total Investment Portfolio had nine investments on non-accrual status, which comprised approximately 0.7% of its fair value and 3.3% 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, 2022 and 2021, (i) approximately 1.2% and 3.8%, respectively, of Main Street’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 1.1% and 0.7%, 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, 

    

2022

    

2021

    

    

(dollars in thousands)

Interest, fee and dividend income:

Interest income

$

59,441

$

43,471

Dividend income

 

16,622

 

17,697

Fee income

 

3,332

 

1,639

Total interest, fee and dividend income

$

79,395

$

62,807

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 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 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 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 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, 2022 and 2021, approximately 2.0% and 2.4%, respectively, of Main Street’s total investment income was attributable to interest income from the accretion of discounts associated with debt investments, net of any premium reduction.

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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.

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,

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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. Our stockholder’s equity includes an adjustment to classification as a result of permanent book-to-tax differences, which include differences in the book and tax treatment of income and expenses.

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 when LIBOR reference is no longer used. The Company utilized the optional expedients and exceptions provided by ASU 2020-04 during the three months ended March 31, 2022, the effect of which was not material to the consolidated financial statements and the notes thereto. The Company continues to evaluate the potential impact that the amendments in this update will have on its consolidated financial statements and disclosures.

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In December 2021, the SEC published Staff Accounting Bulletin No. 120 (“SAB 120”) to provide accounting and disclosure guidance for stock compensation awards made to executives and conforming amendments to the Staff Accounting Bulletin Series to align with the current authoritative accounting guidance in ASC 718, Compensation – Stock Compensation. In part, SAB 120 requires that an entity disclose how it determines the current price of underlying shares for grant-date fair value, the policy for when an adjustment to the share price is required, how it determines the amount of an adjustment to the share price and any significant assumptions used in determining an adjustment to the share price. SAB 120 is effective for all stock compensation awards issued after December 1, 2021. Main Street is in compliance with the guidance pursuant to SAB 120 for any share-based compensation disclosures. See “Note J – Share-Based Compensation” for further discussion of Main Street’s policies and procedures regarding share-based compensation. The impact of SAB 120 was not material to the consolidated financial statements and the notes thereto.

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);
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.

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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, 2022 and December 31, 2021, 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, 2022 and December 31, 2021.

As of March 31, 2022 and December 31, 2021, Main Street’s 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, 2022 and December 31, 2021.

As of March 31, 2022 and December 31, 2021, 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, 2022 and December 31, 2021.

As of March 31, 2022 and December 31, 2021, 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, 2022 and December 31, 2021.

As of March 31, 2022, Main Street held one short-term portfolio investment, which was a secured debt investment. The fair value determination for this investment consisted of available observable inputs in non-active markets sufficient to determine the fair value of the investment. As a result, Main Street’s short-term portfolio investment was categorized as Level 2 as of March 31, 2022. As of December 31, 2021, Main Street held one short-term portfolio investment, which was a secured debt investment. The fair value determination for this investment consisted of available observable inputs in non-active markets sufficient to determine the fair value of the investment. As a result, Main Street’s short-term portfolio investment was categorized as Level 2 as of December 31, 2021.

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;
Current and projected ability of the portfolio company to service its debt obligations;
Type and amount of collateral, if any, underlying the investment;
Current financial ratios (e.g., fixed charge coverage ratio, interest coverage ratio and net debt/EBITDA ratio) applicable to the investment;
Current liquidity of the investment and related financial ratios (e.g., current ratio and quick ratio);

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Pending debt or capital restructuring of the portfolio company;
Projected operating results of the portfolio company;
Current information regarding any offers to purchase the investment;
Current ability of the portfolio company to raise any additional financing as needed;
Changes in the economic environment which may have a material impact on the operating results of the portfolio company;
Internal occurrences that may have an impact (both positive and negative) on the operating performance of the portfolio company;
Qualitative assessment of key management;
Contractual rights, obligations or restrictions associated with the investment; and
Other factors deemed relevant.

The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. The significant unobservable inputs used in the fair value measurement of Main Street’s LMM equity securities, which are generally valued through an average of the discounted cash flow technique and the market comparable/enterprise value technique (unless one of these approaches is determined to not be appropriate), are (i) EBITDA multiples and (ii) the weighted-average cost of capital (“WACC”). Significant increases (decreases) in EBITDA multiple inputs in isolation would result in a significantly higher (lower) fair value measurement. On the contrary, significant increases (decreases) in WACC inputs in isolation would result in a significantly lower (higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of Main Street’s LMM, Private Loan and Middle Market securities are (i) risk adjusted discount rates used in the Yield-to-Maturity valuation technique (see “Note B.1.—Valuation of the Investment Portfolio”) and (ii) the percentage of expected principal recovery. Significant increases (decreases) in any of these discount rates in isolation would result in a significantly lower (higher) fair value measurement. Significant increases (decreases) in any of these expected principal recovery percentages in isolation would result in a significantly higher (lower) fair value measurement. However, due to the nature of certain investments, fair value measurements may be based on other criteria, such as third-party appraisals of collateral and fair values as determined by independent third parties, which are not presented in the tables below.

The following tables provide a summary of the significant unobservable inputs used to fair value Main Street’s Level 3 portfolio investments as of March 31, 2022 and December 31, 2021:

    

Fair Value as of

    

    

    

    

    

 

March 31, 

 

Type of

2022

Significant

Weighted

 

Investment

 

(in thousands)

Valuation Technique

Unobservable Inputs

Range(3)

Average(3)

Median(3)

Equity investments

$

1,080,542

 

Discounted cash flow

 

WACC

 

9.0% - 21.0%

 

14.0

%

15.0

%

 

Market comparable / Enterprise value

 

EBITDA multiple (1)

 

4.8x - 8.3x(2)

 

6.7x

 

5.9x

Debt investments

$

2,253,438

 

Discounted cash flow

 

Risk adjusted discount factor

 

5.6% - 15.4%(2)

 

9.8

%

9.3

%

 

Expected principal recovery percentage

 

0.0% - 200.0%

 

99.5

%

100.0

%

Debt investments

$

354,790

 

Market approach

 

Third‑party quote

 

5.5 - 100.5

 

93.6

 

98.0

Total Level 3 investments

$

3,688,770


(1)EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.

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(2)Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.2x - 15.7x and the range for risk adjusted discount factor is 4.7% - 38.5%.
(3)Does not include investments for which the valuation technique does not include the use of the applicable fair value input.

    

Fair Value as of

    

    

    

    

    

 

December 31, 

 

Type of

2021

Significant

Weighted

 

Investment

 

(in thousands)

Valuation Technique

Unobservable Inputs

Range(3)

Average(3)

Median(3)

Equity investments

$

1,050,269

 

Discounted cash flow

 

WACC

 

9.1% - 20.6%

 

13.8

%

14.8

%

 

Market comparable / Enterprise value

 

EBITDA multiple (1)

 

4.8x - 7.7x(2)

 

6.6x

 

5.9x

Debt investments

$

2,158,424

 

Discounted cash flow

 

Risk adjusted discount factor

 

5.6% - 15.7%(2)

 

9.8

%

9.3

%

 

Expected principal recovery percentage

 

0.0% - 100.0%

 

99.6

%

100.0

%

Debt investments

$

351,144

 

Market approach

 

Third‑party quote

 

3.0 - 100.5

 

94.4

 

99.0

Total Level 3 investments

$

3,559,837


(1)EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.
(2)Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.2x - 11.0x and the range for risk adjusted discount factor is 4.2% - 38.5%.
(3)Does not include investments for which the valuation technique does not include the use of the applicable fair value input.

The following tables provide a summary of changes in fair value of Main Street’s Level 3 portfolio investments for the three-month periods ended March 31, 2022 and 2021 (amounts in thousands):

Net

Fair Value

Transfers

Changes

Net

Fair Value

as of

Into

from

Unrealized

as of

Type of

 

December 31, 

 

Level 3

 

Redemptions/

 

New

 

Unrealized

 

Appreciation

 

March 31, 

Investment

    

2021

    

Hierarchy

    

Repayments

    

Investments

    

to Realized

    

(Depreciation)

    

Other(1)

    

2022

Debt

$

2,509,568

$

$

(183,699)

$

287,044

$

2,123

$

(6,807)

$

$

2,608,229

Equity

1,043,709

(17,569)

24,711

418

22,512

1,073,781

Equity Warrant

6,560

200

6,760

$

3,559,837

$

$

(201,268)

$

311,755

$

2,541

$

15,905

$

$

3,688,770


(1)Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information at the consolidated statements of cash flows.

    

    

    

    

    

Net

    

    

    

Fair Value

Transfers

Changes

Net

Fair Value

as of

Into

from

Unrealized

as of

Type of

December 31, 

Level 3

Redemptions/

New

Unrealized

Appreciation

March 31, 

Investment

2020

Hierarchy

Repayments

Investments

 

to Realized

(Depreciation)

Other(1)

2021

Debt

$

1,807,134

$

$

(125,448)

$

157,787

$

5,529

$

8,999

$

(2,610)

$

1,851,391

Equity

 

866,734

 

(24,913)

 

18,290

 

11,146

 

11,696

 

3,810

 

886,763

Equity Warrant

 

10,998

 

 

 

330

 

(914)

 

(1,200)

 

9,214

$

2,684,866

$

$

(150,361)

$

176,077

$

17,005

$

19,781

$

$

2,747,368


(1)Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information at the consolidated statements of cash flows.

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At March 31, 2022 and December 31, 2021, Main Street’s investments at fair value were categorized as follows in the fair value hierarchy for ASC 820 purposes:

Fair Value Measurements

(in thousands)