MidCap Financial Investment Corp - Quarter Report: 2023 September (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2023

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

Commission File Number: 814-00646

MIDCAP FINANCIAL INVESTMENT CORPORATION

(Exact name of Registrant as specified in its charter)


Maryland	52-2439556
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
9 West 57th Street 37th Floor New York, New York	10019
(Address of principal executive offices)	(Zip Code)

(212) 515-3450

(Registrant’s telephone number, including area code)

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


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	MFIC	NASDAQ Global Select Market

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 x No ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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	x	Accelerated filer	¨	Non-accelerated filer	¨	Smaller reporting company	¨	Emerging growth company	¨

(Do not check if a smaller reporting 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. Yes ¨ No ¨

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

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of November 6, 2023 was 65,253,275.

MIDCAP FINANCIAL INVESTMENT CORPORATION

Table of Contents


		Page
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Statements of Assets and Liabilities September 30, 2023 and December 31, 2022	1

	Statements of Operations Three and nine months ended September 30, 2023 and September 30, 2022	2

	Statements of Changes in Net Assets Three and nine months ended September 30, 2023 and September 30, 2022	3

	Statements of Cash Flows Nine months ended September 30, 2023 and September 30, 2022	4

	Schedule of Investments September 30, 2023	5

	Schedule of Investments December 31, 2022	33

	Notes to Financial Statements	59

	Report of Independent Registered Public Accounting Firm	91

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	92

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	110

Item 4.	Controls and Procedures	111

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	112

Item 1A.	Risk Factors	112

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	119

Item 3.	Defaults Upon Senior Securities	122

Item 4.	Mine Safety Disclosures	122

Item 5.	Other Information	122

Item 6.	Exhibits	123

	Signatures	124

Table of Contents

PART I. FINANCIAL INFORMATION

In this report, the terms the “Company,” “MFIC,” “we,” “us,” and “our” refer to MidCap Financial Investment Corporation unless the context specifically states otherwise.

Item 1. Financial Statements

MIDCAP FINANCIAL INVESTMENT CORPORATION

STATEMENTS OF ASSETS AND LIABILITIES

(In thousands, except share and per share data)


	September 30, 2023			December 31, 2022
	(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliated investments (cost — $2,043,931 and $2,019,573, respectively)	$	1,967,203		$	1,960,199
Non-controlled/affiliated investments (cost — $132,431 and $121,307, respectively)		76,960			49,141
Controlled investments (cost — $400,921 and $466,294, respectively)		324,945			388,780
Cash and cash equivalents		42,951			84,713
Foreign currencies (cost — $229 and $2,404, respectively)		199			2,378
Receivable for investments sold		264			3,100
Interest receivable		20,406			17,169
Dividends receivable		1,328			4,836
Deferred financing costs		20,645			13,403
Prepaid expenses and other assets		170			1,797
Total Assets	$	2,455,071		$	2,525,516

Liabilities
Debt	$	1,434,497		$	1,483,394
Distributions payable		—			24,217
Management and performance-based incentive fees payable		10,291			9,060
Interest payable		4,871			13,546
Accrued administrative services expense		2,601			748
Other liabilities and accrued expenses		5,966			6,445
Total Liabilities	$	1,458,226		$	1,537,410
Commitments and contingencies (Note 8)
Net Assets	$	996,845		$	988,106

Net Assets
Common stock, $0.001 par value (130,000,000 shares authorized; 65,253,275 and 65,451,359 shares issued and outstanding, respectively)	$	65		$	65
Capital in excess of par value		2,104,823			2,107,120
Accumulated under-distributed (over-distributed) earnings		(1,108,043	)		(1,119,079	)
Net Assets	$	996,845		$	988,106

Net Asset Value Per Share	$	15.28		$	15.10

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share data)


	Three Months Ended September 30,								Nine Months Ended September 30,
	2023				2022				2023			2022
Investment Income
Non-controlled/non-affiliated investments:
Interest income (excluding Payment-in-kind (“PIK”) interest income)	$		61,939		$		46,762		$	183,718		$	132,528
Dividend income			104				31			242			57
PIK interest income			447				371			1,115			1,016
Other income			275				1,223			3,243			2,802
Non-controlled/affiliated investments:
Interest income (excluding PIK interest income)			284				58			843			154
Dividend income			636				220			704			862
PIK interest income			32				20			92			58
Other income			—				—			—			—
Controlled investments:
Interest income (excluding PIK interest income)			4,458				9,498			13,494			27,713
Dividend income			—				—			—			—
PIK interest income			—				465			869			1,362
Other income			—				237			250			477
Total Investment Income	$		68,175		$		58,885		$	204,570		$	167,029
Expenses
Management fees	$		4,374		$		8,914		$	12,972		$	26,801
Performance-based incentive fees			5,917				3,976			18,233			6,415
Interest and other debt expenses			26,275				20,226			77,043			50,883
Administrative services expense			1,621				1,301			4,469			3,996
Other general and administrative expenses			2,494				2,177			6,986			6,748
Total expenses			40,681				36,594			119,703			94,843
Management and performance-based incentive fees waived		—					—			—			—
Performance-based incentive fee offset			—				(87	)		(274	)		(230	)
Expense reimbursements			(403	)			(259	)		(1,089	)		(601	)
Net Expenses	$		40,278		$		36,248		$	118,340		$	94,012
Net Investment Income	$		27,897		$		22,637		$	86,230		$	73,017
Net Realized and Change in Unrealized Gains (Losses)
Net realized gains (losses):
Non-controlled/non-affiliated investments	$		(212	)	$		(462	)	$	(1,250	)	$	609
Non-controlled/affiliated investments			—			—				—			—
Controlled investments			—			—				—			—
Foreign currency transactions			12				294			50			(2,506	)
Net realized gains (losses)			(200	)			(168	)		(1,200	)		(1,897	)
Net change in unrealized gains (losses):
Non-controlled/non-affiliated investments			(3,484	)			(10,210	)		(2,104	)		(23,180	)
Non-controlled/affiliated investments			1,169				(1,548	)		1,447			(8,648	)
Controlled investments			2,330				1,513			1,536			(25,945	)
Foreign currency translations			2,251				3,769			(409	)		12,543
Net change in unrealized gains (losses)			2,266				(6,476	)		470			(45,230	)
Net Realized and Change in Unrealized Gains (Losses)	$		2,066		$		(6,644	)	$	(730	)	$	(47,127	)
Net Increase (Decrease) in Net Assets Resulting from Operations	$		29,963		$		15,993		$	85,500		$	25,890
Earnings (Loss) Per Share — Basic	$		0.46		$		0.25			1.31			0.40

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

(In thousands, except share data)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Operations
Net investment income	$	27,897		$	22,637		$	86,230		$	73,017
Net realized gains (losses)		(200	)		(168	)		(1,200	)		(1,897	)
Net change in unrealized gains (losses)		2,266			(6,476	)		470			(45,230	)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	29,963		$	15,993		$	85,500		$	25,890

Distributions to Shareholders
Distribution of net investment income	$	(24,795	)	$	(20,944	)	$	(74,464	)	$	(66,723	)
Distribution of return of capital		—			—			—			—
Net Decrease in Net Assets Resulting from Distributions to Shareholders	$	(24,795	)	$	(20,944	)	$	(74,464	)	$	(66,723	)

Capital Share Transactions
Net proceeds from the issuance of common stock	$	—		$	30,000		$	—		$	30,000
Repurchase of common stock	$	—		$	—		$	(2,297	)	$	(2,407	)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions	$	—		$	30,000		$	(2,297	)	$	27,593

Net Assets
Net increase (decrease) in net assets during the period	$	5,168		$	25,049		$	8,739		$	(13,240	)
Net assets at beginning of period		991,677			985,987			988,106			1,024,276
Net Assets at End of Period	$	996,845		$	1,011,036		$	996,845		$	1,011,036

Capital Share Activity
Shares issued during the period		—			1,932,641			—			1,932,641
Shares repurchased during the period		—			—			(198,084	)		(189,127	)
Shares issued and outstanding at beginning of period		65,253,275			63,518,718			65,451,359			63,707,845
Shares Issued and Outstanding at End of Period		65,253,275			65,451,359			65,253,275			65,451,359

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)


	Nine Months Ended September 30,
	2023			2022
Operating Activities
Net increase (decrease) in net assets resulting from operations	$	85,500		$		25,890
Net realized (gains) losses		1,200				1,897
Net change in unrealized (gains) losses		(470	)			45,230
Net amortization of premiums and accretion of discounts on investments		(6,161	)			(6,992	)
Accretion of discount on notes		453				453
Amortization of deferred financing costs		3,919				3,877
Increase in gains/(losses) from foreign currency transactions		49				(2,506	)
PIK interest and dividends capitalized		(2,057	)			(2,007	)
Purchases of investments		(283,002	)			(560,793	)
Proceeds from sales and repayments of investments		322,699				637,033
Changes in operating assets and liabilities:
Decrease (increase) in interest receivable		(3,237	)			(1,013	)
Decrease (increase) in dividends receivable		3,508				102
Decrease (increase) in prepaid expenses and other assets		1,627				380
Increase (decrease) in management and performance-based incentive fees payable		1,231				(1,764	)
Increase (decrease) in interest payable		(8,675	)			(1,560	)
Increase (decrease) in accrued administrative services expense		1,853				1,167
Increase (decrease) in other liabilities and accrued expenses		(479	)			243
Net Cash Used in/Provided by Operating Activities	$	117,958		$		139,637
Financing Activities
Issuances of debt	$	142,194		$		212,689
Payments of debt		(192,244	)			(283,616	)
Financing costs paid and deferred		(10,867	)		—
Net proceeds from the issuance of common stock		—				30,000
Repurchase of common stock		(2,297	)			(2,407	)
Distributions paid		(98,681	)			(68,779	)
Net Cash Used in/Provided by Financing Activities	$	(161,895	)	$		(112,113	)

Cash, Cash Equivalents and Foreign Currencies
Net increase (decrease) in cash, cash equivalents and foreign currencies during the period	$	(43,937	)	$		27,524
Effect of foreign exchange rate changes on cash and cash equivalents		(4	)			(255	)
Cash, cash equivalents and foreign currencies at beginning of period		87,091				34,467
Cash, Cash Equivalents and Foreign Currencies at the End of Period	$	43,150		$		61,736

Supplemental Disclosure of Cash Flow Information
Cash interest paid	$	81,244		$		47,930

Non-Cash Activity
PIK income	$	2,076		$		2,436

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (38)		Fair Value (1)(39)
Advertising, Printing & Publishing
FingerPaint Marketing
KL Charlie Acquisition Company	First Lien Secured Debt	SOFR+635, 1.00% Floor	12/30/26	$		23,340	$	23,058	$	22,814		(9)(31)
	First Lien Secured Debt	SOFR+685, 1.00% Floor	12/30/26			717		705		703		(9)(31)
	First Lien Secured Debt - Revolver	P+525	12/30/26			1,962		1,505		1,493		(9)(21)(23)(28)
KL Charlie Co-Invest, L.P.	Common Equity - Common Stock	N/A	N/A		218,978 Shares			219		392		(9)(13)
								25,487		25,402
Hero Digital
HRO (Hero Digital) Holdings, LLC	First Lien Secured Debt	SOFR+610, 1.00% Floor	11/18/28			26,891		19,200		18,091		(9)(21)(23)(31)
	First Lien Secured Debt - Revolver	SOFR+610, 1.00% Floor	11/18/26			2,553		2,485		2,381		(9)(20)(21)(23) (31)
HRO Holdings I LP	Common Equity - Common Stock	N/A	N/A		213 Shares			213		164		(9)(13)
								21,898		20,636
		Total Advertising, Printing & Publishing					$	47,385	$	46,038
Automotive
Club Car Wash
Club Car Wash Operating, LLC	First Lien Secured Debt	SOFR+665, 1.00% Floor	06/16/27	$		27,995	$	26,357	$	26,261		(9)(21)(23)(31)
	First Lien Secured Debt - Revolver	SOFR+665, 1.00% Floor	06/16/27			1,625		1,606		1,599		(9)(23)(31)
								27,963		27,860
Crowne Automotive
Vari-Form Group, LLC	First Lien Secured Debt	11.00% (7.00% Cash plus 4.00% PIK)	02/02/23			5,860		893		264		(9)(11)(14)
Vari-Form Inc.	First Lien Secured Debt	11.00% (7.00% Cash plus 4.00% PIK)	02/02/23			2,110		391		95		(9)(11)(14)
								1,284		359
K&N Parent, Inc.
K&N Holdco, LLC	Common Equity - Common Stock	N/A	N/A		77,622 Shares			23,621		1,504		(13)
Truck-Lite Co., LLC
TL Lighting Holdings, LLC	Common Equity - Equity	N/A	N/A		350 Shares			350		451		(9)(13)
Truck-Lite Co., LLC	First Lien Secured Debt	SOFR+635, 1.00% Floor	12/14/26			31,490		31,100		31,026		(9)(32)
	First Lien Secured Debt - Revolver	SOFR+635, 1.00% Floor	12/13/24			3,052		-		(17	)	(8)(9)(20)(21) (23)
								31,450		31,460
		Total Automotive					$	84,318	$	61,183

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (38)			Fair Value (1)(39)
Aviation and Consumer Transport
Merx Aviation Finance, LLC
Merx Aviation Finance, LLC (5)	First Lien Secured Debt - Revolver	10.00%	10/31/25	$		106,177	$	81,075		$	81,075		(20)(23)
	Common Equity - Membership Interests	N/A	N/A					146,500			114,323		(24)
								227,575			195,398
Primeflight
PrimeFlight Acquisition, LLC	First Lien Secured Debt	SOFR+685, 1.00% Floor	05/01/29			5,464		5,304			5,300		(9)(23)(30)(32)
		Total Aviation and Consumer Transport					$	232,879		$	200,698
Beverage, Food & Tobacco
Berner Foods
Berner Food & Beverage, LLC	First Lien Secured Debt	SOFR+565, 1.00% Floor	07/30/27	$		30,496	$	30,017		$	29,048		(9)(31)
	First Lien Secured Debt - Revolver	P+450	07/30/26			1,089		1,074			1,037		(9)(28)
	First Lien Secured Debt - Revolver	SOFR+565, 1.00% Floor	07/30/26			1,792		552			492		(9)(21)(23) (31)
								31,643			30,577
Bolthouse Farms
Wm. Bolthouse Farms, Inc.	Common Equity - Equity Interests	N/A	N/A		1,086,122 Shares			1,147			815		(13)
Hive
FCP-Hive Holdings, LLC	Preferred Equity - Preferred Equity	N/A	N/A		589 Shares			448			197		(9)(13)
	Common Equity - Common Stock	N/A	N/A		589 Shares			3			-		(9)(13)
Hive Intermediate, LLC	First Lien Secured Debt	SOFR+610 Cash plus 2.00% PIK, 1.00% Floor	09/22/27			13,854		13,669			13,300		(9)(30)
	First Lien Secured Debt - Revolver	SOFR+610 Cash plus 2.00% PIK, 1.00% Floor	09/22/27			2,326		598			536		(9)(21)(23)(30)
								14,718			14,033
Orgain, Inc.
Butterfly Fighter Co-Invest, L.P.	Common Equity - Membership Interests	N/A	N/A		490,000 Shares			90			936
Rise Baking
Ultimate Baked Goods Midco LLC	First Lien Secured Debt	SOFR+635, 1.00% Floor	08/13/27			26,289		25,835			25,713		(9)(30)
	First Lien Secured Debt - Revolver	SOFR+635, 1.00% Floor	08/13/27			3,243		(54	)		(70	)	(8)(9)(20)(21) (23)
								25,781			25,643
Turkey Hill
IC Holdings LLC	Common Equity - Series A Units	N/A	N/A		169 Shares			169			212		(9)(13)
THLP CO. LLC	First Lien Secured Debt	SOFR+600 Cash plus 2.00% PIK, 1.00% Floor	05/31/25			25,804		25,638			25,547		(9)(32)
	First Lien Secured Debt - Revolver	SOFR+600 Cash plus 2.00% PIK, 1.00% Floor	05/31/24			4,494		1,303			1,268		(9)(20)(21)(23)(31) (32)
THLP CO., LLC	First Lien Secured Debt	SOFR+600 Cash plus 6.00% PIK, 1.00% Floor	05/31/24			1,365		1,328			1,311		(9)(32)
								28,438			28,338
		Total Beverage, Food & Tobacco					$	101,817		$	100,342

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (38)			Fair Value (1)(39)
Business Services
Accelerate Learning
Eagle Purchaser, Inc.	First Lien Secured Debt	SOFR+675, 1.00% Floor	03/22/30	$		4,325	$	3,296		$	3,371		(9)(21)(23)(31)
	First Lien Secured Debt - Revolver	SOFR+675, 1.00% Floor	03/22/29			658		324			331		(9)(21)(23)(31)
								3,620			3,702
Access Information
Access CIG, LLC	Second Lien Secured Debt	SOFR+775, 0.00% Floor	02/27/26			15,900		15,855			15,622		(31)
AlpineX
Alpinex Opco, LLC	First Lien Secured Debt	SOFR+626, 1.00% Floor	12/27/27			21,327		20,958			20,817		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+626, 1.00% Floor	12/27/27			1,489		567			573		(9)(21)(23)(31)
								21,525			21,390
Ambrosia Buyer Corp.
Ambrosia Buyer Corp.	Second Lien Secured Debt	8.00%	08/28/25			21,429		15,201			3,086		(14)
AML Rightsource
Gabriel Partners, LLC	First Lien Secured Debt	SOFR+590, 1.00% Floor	09/21/26			30,808		30,430			30,263		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+590, 1.00% Floor	09/21/26			665		124			118		(9)(21)(23)(31)
								30,554			30,381
Continuum
Continuum Global Solutions, LLC	Preferred Equity - Preferred Equity	N/A	N/A		775 Shares			78			78		(9)(13)
Electro Rent Corporation
Electro Rent Corporation	Second Lien Secured Debt	L+900, 1.00% Floor	01/31/25			34,235		34,011			33,893		(9)(35)(36)
Escalent
M&M OPCO, LLC	First Lien Secured Debt	SOFR+810, 1.00% Floor	04/07/29			9,476		9,207			9,263		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+810, 1.00% Floor	04/07/29			476		(13	)		(11	)	(8)(9)(21)(23)
								9,194			9,252
Go1
Apiom, Inc.	First Lien Secured Debt	SOFR+745, 2.00% Floor	05/02/28			2,500		2,482			2,481		(9)(17)(30)
HMA
Health Management Associates Superholdings, Inc.	First Lien Secured Debt	SOFR+635, 1.00% Floor	03/30/29			4,705		4,090			4,104		(9)(21)(23)(31)
	First Lien Secured Debt - Revolver	SOFR+660, 1.00% Floor	03/30/29			284		(8	)		(7	)	(8)(9)(20)(21) (23)
								4,082			4,097
IRP
Precision Refrigeration & Air Conditioning LLC	First Lien Secured Debt	SOFR+690, 1.00% Floor	03/08/28			11,071		10,872			10,739		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+690, 1.00% Floor	03/08/28			1,705		543			517		(9)(21)(23)(31)
SMC IR Holdings, LLC	Common Equity - Common Stock	N/A	N/A		138 Shares			155			258		(9)
								11,570			11,514

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (38)			Fair Value (1)(39)
Jacent
Jacent Strategic Merchandising	First Lien Secured Debt	SOFR+585 Cash plus 1.50% PIK, 1.00% Floor	04/23/24			22,241		22,195			21,821		(9)(30)
	First Lien Secured Debt - Revolver	SOFR+735, 1.00% Floor	04/23/24			3,500		3,450			3,412		(9)(21)(23)(30)
	Common Equity - Common Stock	N/A	N/A		5,000 Shares			500			60		(9)(13)
JSM Equity Investors, L.P.	Preferred Equity - Class P Partnership Units	N/A	N/A		114 Shares			11			11		(9)(13)
								26,156			25,304
Jones & Frank
JF Acquisition, LLC	First Lien Secured Debt	SOFR+560, 1.00% Floor	07/31/26			12,998		12,909			12,845		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+560, 1.00% Floor	07/31/26			1,569		1,369			1,363		(9)(21)(23)(31)
								14,278			14,208
Naviga
Naviga Inc. (fka Newscycle Solutions, Inc.)	First Lien Secured Debt	SOFR+710, 1.00% Floor	12/29/23			13,194		13,170			13,326		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+710, 1.00% Floor	12/29/23			500		340			340		(9)(21)(23)(31)
								13,510			13,666
PSE
Graffiti Buyer, Inc.	First Lien Secured Debt	SOFR+560, 1.00% Floor	08/10/27			8,324		7,410			7,431		(9)(21)(23)(31)
	First Lien Secured Debt - Revolver	SOFR+560, 1.00% Floor	08/10/27			1,307		389			394		(9)(21)(23)(31)
Graffiti Parent, LP	Common Equity - Common Stock	N/A	N/A		2,439 Shares			244			346		(9)(13)
								8,043			8,171
PSI Services, LLC
Lifelong Learner Holdings, LLC	First Lien Secured Debt	SOFR+590, 1.00% Floor	10/19/26			33,454		33,133			32,417		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+590, 1.00% Floor	10/20/25			2,985		2,960			2,914		(9)(21)(23)(31)
								36,093			35,331
SEER
GS SEER Group Borrower LLC	First Lien Secured Debt	SOFR+675, 1.00% Floor	04/29/30			4,625		3,116			3,121		(9)(21)(23)(31)
	First Lien Secured Debt - Revolver	SOFR+675, 1.00% Floor	04/30/29			367		(10	)		(10	)	(8)(9)(21)(23)
GS SEER Group Holdings, LLC	Common Equity - Common Stock	N/A	N/A		42 Shares			42			40		(9)(13)(24)
								3,148			3,151
Soliant
Soliant Health, Inc.	Common Equity - Membership Interests	N/A	N/A		300 Shares			300			1,478		(9)
Trench Plate
Trench Plate Rental Co.	First Lien Secured Debt	SOFR+560, 1.00% Floor	12/03/26			17,955		17,746			17,685		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+560, 1.00% Floor	12/03/26			1,818		571			564		(9)(20)(21)(23) (31)
Trench Safety Solutions Holdings, LLC	Common Equity - Common Stock	N/A	N/A		331 Shares			50			46		(9)(13)
								18,367			18,295

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (38)			Fair Value (1)(39)
US Legal Support
US Legal Support Investment Holdings, LLC	Common Equity - Series A-1 Units	N/A	N/A		631,972 Shares			632			897		(9)(13)
USLS Acquisition, Inc.	First Lien Secured Debt	SOFR+590, 1.00% Floor	12/02/24			23,631		23,488			23,428		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+590, 1.00% Floor	12/02/24			1,608		869			871		(9)(20)(21)(23) (31)
								24,989			25,196
Wilson Language Training
Owl Acquisition, LLC	First Lien Secured Debt	SOFR+550, 1.00% Floor	02/04/28			9,635		9,478			9,538		(9)(32)
Owl Parent Holdings, LLC	Common Equity - Common Stock	N/A	N/A		100 Shares			100			152		(9)(13)
								9,578			9,690
		Total Business Services					$	302,634		$	289,986
Chemicals, Plastics & Rubber
Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon SPE I)
Carbonfree Chemicals Holdings LLC (4)	Common Equity - Common Equity / Interest	N/A	N/A		1,246 Shares		$	56,505		$	18,705		(13)(16)(24)
FC2 LLC (4)	Common Equity - Common Stock	N/A	N/A		5 Shares			-			-		(13)(24)
	Secured Debt - Promissory Note	6.50%	10/14/27			12,500		12,500			12,500
								69,005			31,205
Westfall Technik, Inc.
Westfall Technik, Inc.	First Lien Secured Debt	SOFR+690, 1.00% Floor	09/13/24			21,489		21,383			20,200		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+690, 1.00% Floor	09/13/24			2,039		2,032			1,917		(9)(23)(31)
								23,415			22,117
		Total Chemicals, Plastics & Rubber					$	92,420		$	53,322
Construction & Building
Allstar Holdings
Athlete Buyer, LLC	First Lien Secured Debt	SOFR+610, 1.00% Floor	04/26/29	$		5,336	$	4,476		$	4,472		(9)(21)(23)(31)
	First Lien Secured Debt - Revolver	SOFR+660, 1.00% Floor	04/26/29			652		(15	)		(16	)	(8)(9)(21)(23)
								4,461			4,456
Englert
Gutter Buyer, Inc.	First Lien Secured Debt	SOFR+635, 1.00% Floor	03/06/25			28,744		28,563			28,094		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+635, 1.00% Floor	03/06/24			2,727		2,576			2,560		(9)(20)(21)(23) (31)
Gutter Holdings, LP	Common Equity - Common Stock	N/A	N/A		500 Shares			500			172		(9)(13)
								31,639			30,826

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (38)			Fair Value (1)(39)
Pave America
Pave America Interco, LLC (f/k/a Pavement Partners Interco, LLC)	First Lien Secured Debt	SOFR+690, 1.00% Floor	02/07/28			12,504		12,163			12,129		(9)(31)(32)
	First Lien Secured Debt - Revolver	SOFR+690, 1.00% Floor	02/07/28			942		446			443		(9)(21)(23)(31) (32)
								12,609			12,572
Yak Access
Yak Access LLC	First Lien Secured Debt - Revolver	SOFR+486, 1.00% Floor	09/10/27			5,000		1,184			1,188		(9)(21)(23)(30)
		Total Construction & Building					$	49,893		$	49,042
Consumer Goods - Durable
A&V
A&V Holdings Midco, LLC	First Lien Secured Debt - Revolver	SOFR+461, 1.00% Floor	03/10/25	$		1,505	$	320		$	332		(21)(23)(30)
KDC
KDC/ONE Development Corporation, Inc.	First Lien Secured Debt - Revolver	SOFR+325, 0.00% Floor	12/21/23			6,020		1,283			1,283		(20)(21)(23) (30)
KLO Holdings, LLC
1244311 B.C. Ltd. (4)	First Lien Secured Debt	SOFR+500, 1.00% Floor	09/30/25			2,970		2,970			2,854		(17)(30)
	First Lien Secured Debt	SOFR+500 PIK, 1.00% Floor	09/30/25			1,216		1,216			1,163		(17)(30)
	Common Equity - Common Stock	N/A	N/A		1,000,032 Shares			1,000			833		(2)(13)(17)(24)
								5,186			4,850
NSi Industries
Wildcat BuyerCo, Inc.	First Lien Secured Debt	SOFR+515, 1.00% Floor	02/27/26			16,901		16,556			16,749		(31)
	First Lien Secured Debt - Revolver	SOFR+590, 1.00% Floor	02/27/26			725		(7	)		(6	)	(8)(20)(21)(23)
Wildcat Parent LP	Common Equity - Common Stock	N/A	N/A		1,070 Shares			107			289		(13)
								16,656			17,032
Sorenson Holdings, LLC
Sorenson Holdings, LLC	Common Equity - Membership Interests	N/A	N/A		587 Shares			-			592		(13)
		Total Consumer Goods – Durable					$	23,445		$	24,089
Consumer Goods - Non-durable
3D Protein
Protein For Pets Opco, LLC	First Lien Secured Debt - Revolver	L+450, 1.00% Floor	05/31/24	$		2,219	$	(8	)	$	-		(9)(21)(23)
Dan Dee
Project Comfort Buyer, Inc.	First Lien Secured Debt	SOFR+710, 1.00% Floor	02/01/25			22,251		22,099			21,836		(9)(31)(32)
	First Lien Secured Debt - Revolver	SOFR+710, 1.00% Floor	02/01/25			1,731		(10	)		(32	)	(8)(9)(21)(23)
	Preferred Equity - Preferred Equity	N/A	N/A		491,405 Shares			492			69		(9)(13)
								22,581			21,873

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (38)			Fair Value (1)(39)
LashCo
Lash OpCo, LLC	First Lien Secured Debt	SOFR+685, 1.00% Floor	03/18/26			42,811		42,245			42,249		(9)(32)
	First Lien Secured Debt - Revolver	SOFR+685, 1.00% Floor	09/18/25			1,612		1,186			1,196		(9)(21)(23)(32)
								43,431			43,445
Paladone
Paladone Group Bidco Limited	First Lien Secured Debt	SOFR+560, 1.00% Floor	11/12/27			6,013		5,924			5,990		(9)(17)(31)
	First Lien Secured Debt	SOFR+585, 1.00% Floor	11/12/27			1,883		(7	)		(7	)	(8)(9)(17)(21) (23)
	First Lien Secured Debt - Revolver	SON+585, 1.00% Floor	11/12/27	£		353		(7	)		(2	)	(8)(9)(17)(21) (23)
	First Lien Secured Debt - Revolver	SOFR+585, 1.00% Floor	11/12/27			1,412		(20	)		(5	)	(8)(9)(17)(21) (23)
Paladone Group Holdings Limited	Common Equity - Common Stock	N/A	N/A		94,151 Shares			94			85		(9)(13)(17)
								5,984			6,061
Sequential Brands Group, Inc.
Gainline Galaxy Holdings LLC	Common Equity - Common Stock	N/A	N/A		10,854 Shares			2,041			-		(13)(16)(17)
Sequential Avia Holdings LLC	First Lien Secured Debt	SOFR+515, 1.00% Floor	11/12/26			1,225		1,225			1,207		(17)(31)
Sequential Brands Group, Inc.	Second Lien Secured Debt	8.75%	02/07/24			1,293		-			238		(14)(17)
Swisstech IP CO, LLC	First Lien Secured Debt	6.00% PIK	11/29/24			203		41			200		(17)
								3,307			1,645
Suave
Silk Holdings I Corp.	Common Equity - Common Stock	N/A	N/A		100 Shares			100			100		(9)(13)(24)
Silk Holdings III Corp.	First Lien Secured Debt	SOFR+775, 1.00% Floor	05/01/29			9,875		9,589			9,579		(9)(31)
								9,689			9,679
Village Pet Care
Village Pet Care, LLC	First Lien Secured Debt	SOFR+650, 1.00% Floor	09/22/29			6,500		1,420			1,370		(9)(21)(23)(31)
	First Lien Secured Debt - Revolver	SOFR+650, 1.00% Floor	09/22/29			1,000		(20	)		(20	)	(8)(9)(21)(23)
								1,400			1,350
		Total Consumer Goods – Non-durable					$	86,384		$	84,053
Consumer Services
Activ
Activ Software Holdings, LLC	First Lien Secured Debt	SOFR+650, 1.00% Floor	05/04/27	$		32,202	$	31,705		$	31,725		(9)(32)(33)
	First Lien Secured Debt - Revolver	SOFR+650, 1.00% Floor	05/04/27			2,407		(29	)		(36	)	(8)(9)(21)(23)
								31,676			31,689

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (38)			Fair Value (1)(39)
Atlas Technical Consultants
GI Apple Midco LLC	First Lien Secured Debt	SOFR+675, 1.00% Floor	04/19/30			4,435		3,600			3,629		(9)(21)(23)(30)
	First Lien Secured Debt - Revolver	SOFR+675, 1.00% Floor	04/19/29			524		295			298		(9)(20)(21)(23) (30)
	First Lien Secured Debt - Revolver	P+575	04/19/29			32		31			31		(9)(28)
								3,926			3,958
Bird
Bird Rides, Inc.	First Lien Secured Debt	SOFR+760, 1.00% Floor	07/12/25			13,618		13,492			13,516		(9)(30)
Clarus Commerce
Marlin DTC-LS Midco 2, LLC	First Lien Secured Debt	SOFR+660, 1.00% Floor	07/01/25			21,466		21,285			21,200		(31)
	First Lien Secured Debt - Revolver	SOFR+660, 1.00% Floor	07/01/25			685		-			(8	)	(8)(21)(23)
								21,285			21,192
Go Car Wash
Go Car Wash Management Corp.	First Lien Secured Debt	SOFR+635, 1.00% Floor	12/31/26			23,784		10,695			10,628		(9)(21)(23)(30)
	First Lien Secured Debt - Revolver	SOFR+635, 1.00% Floor	12/31/26			417		(2	)		(7	)	(8)(9)(21)(23)
								10,693			10,621
Lending Point
LendingPoint LLC	First Lien Secured Debt	SOFR+1065, 1.00% Floor	12/30/26			32,229		31,909			31,933		(9)(31)
	First Lien Secured Debt	SOFR+590, 1.00% Floor	12/30/26			4,167		4,139			4,129		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+590, 1.00% Floor	12/30/26			8,333		8,283			8,258		(9)(23)(31)
								44,331			44,320
Renovo
HomeRenew Buyer, Inc.	First Lien Secured Debt	SOFR+665, 1.00% Floor	11/23/27			15,361		15,142			14,978		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+665, 1.00% Floor	11/23/27			1,958		1,536			1,517		(9)(21)(23)(30) (31)
								16,678			16,495
The Club Company
Eldrickco Limited	First Lien Secured Debt	SON+603, 0.50% Floor	11/26/25	£		14,858		14,609			13,854		(9)(17)(21)(23) (29)
	First Lien Secured Debt - Revolver	SON+603, 0.50% Floor	11/26/25	£		356		414			428		(9)(17)(23)(29)
	First Lien Secured Debt - Revolver	SON+553, 0.50% Floor	05/26/25	£		345		-			(6	)	(8)(9)(17)(21) (23)
								15,023			14,276
US Auto
Auto Pool 2023 Trust (Del. Stat. Trust) (4)	Structured Products and Other - Membership Interests	N/A	02/28/29		N/A			29,335			28,791		(9)(25)
		Total Consumer Services					$	186,439		$	184,858

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (38)			Fair Value (1)(39)
Diversified Investment Vehicles, Banking, Finance, Real Estate
Celink
Compu-Link Corporation	First Lien Secured Debt - Revolver	SOFR+560, 1.00% Floor	06/11/24	$		2,273	$	(7	)	$	(4	)	(8)(9)(21)(23)
Peer Advisors, LLC	First Lien Secured Debt	SOFR+560, 1.00% Floor	06/11/24			5,114		5,097			5,104		(9)(30)
								5,090			5,100
Definiti LLC
Greylock Holdings LLC	Common Equity - Common Stock	N/A	N/A		100,000 Shares			100			91		(9)(13)(24)
RHI Acquisition LLC	First Lien Secured Debt	SOFR+660, 1.00% Floor	03/16/29			9,210		6,349			6,246		(9)(21)(23)(32)
	First Lien Secured Debt - Revolver	SOFR+660, 1.00% Floor	03/16/29			660		(18	)		(23	)	(8)(9)(21)(23)
								6,431			6,314
Golden Bear
Golden Bear 2016-R, LLC (4)	Structured Products and Other - Membership Interests	N/A	09/20/42		N/A			17,103			11,970		(3)(17)
Purchasing Power, LLC
Purchasing Power Funding I, LLC	First Lien Secured Debt - Revolver	L+710, 0.00% Floor	02/24/25			9,113		9,112			9,113		(9)(23)(34)
Spectrum Automotive
Shelby 2021 Holdings Corp.	First Lien Secured Debt	SOFR+601, 0.75% Floor	06/29/28			14,287		13,571			13,524		(9)(21)(23)(30)
	First Lien Secured Debt - Revolver	SOFR+601, 0.75% Floor	06/29/27			420		(4	)		(6	)	(8)(9)(21)(23)
								13,567			13,518
		Total Diversified Investment Vehicles, Banking, Finance, Real Estate					$	51,303		$	46,015
Education
NFA Group
SSCP Spring Bidco Limited	First Lien Secured Debt	SON+603, 0.50% Floor	07/30/25	£		30,000	$	36,541		$	36,323		(9)(17)(29)
		Total Education					$	36,541		$	36,323
Energy - Electricity
Renew Financial LLC (f/k/a Renewable Funding, LLC)
AIC SPV Holdings II, LLC	Preferred Equity - Preferred Stock	N/A	N/A		534,375 Shares		$	534		$	91		(15)(17)(24)
Renew Financial LLC (f/k/a Renewable Funding, LLC)	Common Equity - Common Stock	N/A	N/A		1,368,286 Shares			16,813			158		(13)(17)(24)
Renew JV LLC	Common Equity - Membership Interests	N/A	N/A		346,752 Shares			347			395		(13)(17)(24)
								17,694			644
Solarplicity Group Limited (f/k/a AMP Solar UK)
Solarplicity UK Holdings Limited	First Lien Secured Debt	4.00%	03/08/23	£		5,562		7,231			1,950		(11)(14)(17)
	Preferred Equity - Preferred Stock	N/A	N/A		4,286 Shares			5,623			-		(2)(13)(17)
	Common Equity - Ordinary Shares	N/A	N/A		2,825 Shares			4			-		(2)(13)(17)
								12,858			1,950
		Total Energy – Electricity					$	30,552		$	2,594

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (38)			Fair Value (1)(39)
Energy - Oil & Gas
Pelican
Pelican Energy, LLC (4)	Common Equity - Membership Interests	N/A	N/A		1,444 Shares		$	11,802		$	144		(13)(16)(17)(24)
Spotted Hawk
SHD Oil & Gas, LLC (5)	Common Equity - Series C Units	N/A	N/A		50,952,525 Shares			43,454			300		(13)(16)(24)
	Common Equity - Series A Units	N/A	N/A		7,600,000 Shares			1,411			-		(13)(16)(24)
								44,865			300
		Total Energy – Oil & Gas					$	56,667		$	444
Healthcare & Pharmaceuticals
83bar
83Bar, Inc.	First Lien Secured Debt	SOFR+586, 1.50% Floor	07/02/26	$		3,220	$	3,213		$	3,164		(9)(30)
Akoya
Akoya Biosciences, Inc.	First Lien Secured Debt	SOFR+691, 2.50% Floor	11/01/27			22,500		19,115			19,071		(9)(23)(30)
Alcami
Alcami Corporation	First Lien Secured Debt	SOFR+710, 1.00% Floor	12/21/28			8,842		7,880			7,980		(9)(21)(23)(30)
	First Lien Secured Debt - Revolver	SOFR+710, 1.00% Floor	12/21/28			1,096		(34	)		(22	)	(8)(9)(21)(23)
								7,846			7,958
Carbon6
Carbon6 Technologies, Inc.	First Lien Secured Debt	SOFR+685, 1.00% Floor	08/01/27			12,500		2,490			2,413		(9)(23)(30)
	Preferred Equity - Preferred Equity	N/A	N/A		280,899 Shares			250			250		(9)(13)
								2,740			2,663
Cato Research
LS Clinical Services Holdings, Inc.	First Lien Secured Debt	SOFR+701, 1.00% Floor	12/16/27			12,895		12,668			12,171		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+701, 1.00% Floor	12/16/26			1,875		1,843			1,784		(9)(23)(31)
								14,511			13,955
Celerion
Celerion Buyer, Inc.	First Lien Secured Debt	SOFR+650, 0.75% Floor	11/05/29			9,300		7,773			7,882		(9)(21)(23)(31)
	First Lien Secured Debt - Revolver	SOFR+650, 0.75% Floor	11/03/28			639		(16	)		(10	)	(8)(9)(21)(23)
								7,757			7,872
Cerus
Cerus Corporation	First Lien Secured Debt	SOFR+660, 1.80% Floor	03/01/28			16,500		16,465			16,500		(9)(17)(30)
	First Lien Secured Debt	SOFR+660, 1.00% Floor	03/01/28			6,000		1,474			1,500		(9)(17)(23)(30)
	First Lien Secured Debt - Revolver	SOFR+385, 1.00% Floor	03/01/28			2,000		1,795			1,798		(9)(17)(21)(23) (30)
								19,734			19,798
CNSI
CNSI Holdings, LLC	First Lien Secured Debt	SOFR+650, 0.50% Floor	12/15/28			17,865		17,311			17,240		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+650, 0.50% Floor	12/17/27			2,000		(59	)		(70	)	(8)(9)(21)(23)
								17,252			17,170

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (38)			Fair Value (1)(39)
Compass Health
Roscoe Medical, Inc	First Lien Secured Debt	SOFR+636, 1.00% Floor	09/30/24			7,487		7,218			7,206		(9)(30)
	First Lien Secured Debt - Revolver	SOFR+636, 1.00% Floor	09/30/24			1,393		931			931		(9)(21)(23)(30)
								8,149			8,137
EmpiRx
EmpiRx Health LLC	First Lien Secured Debt	SOFR+510, 1.00% Floor	08/05/27			8,932		8,803			8,887		(9)(32)
	First Lien Secured Debt - Revolver	SOFR+510, 1.00% Floor	08/05/27			909		(12	)		(5	)	(8)(9)(20)(21) (23)
								8,791			8,882
Forge Biologics
Forge Biologics, Inc.	First Lien Secured Debt	SOFR+711, 0.50% Floor	12/03/26			20,000		19,933			19,916		(9)(30)
	First Lien Secured Debt	SOFR+686, 0.50% Floor	12/03/26			6,667		(21	)		(27	)	(8)(9)(23)
								19,912			19,889
Gateway Services
Gateway US Holdings, Inc.	First Lien Secured Debt	SOFR+665, 0.75% Floor	09/22/26			9,657		9,521			9,545		(9)(21)(23)(31)
	First Lien Secured Debt - Revolver	SOFR+665, 0.75% Floor	09/22/26			304		(2	)		(2	)	(8)(9)(21)(23)
								9,519			9,543
Gossamer
GB001, Inc.	First Lien Secured Debt	SOFR+711, 2.00% Floor	01/01/25			27,097		3,048			3,108		(9)(17)(23)(30)
Health & Safety Institute
HSI HALO Acquisition, Inc.	First Lien Secured Debt	SOFR+585, 1.00% Floor	08/31/26			16,142		15,978			15,787		(9)(32)
	First Lien Secured Debt	SOFR+635, 1.00% Floor	08/31/26			2,447		2,403			2,420		(9)(32)
	First Lien Secured Debt - Revolver	SOFR+585, 1.00% Floor	09/02/25			678		675			671		(9)(23)(32)
	First Lien Secured Debt - Revolver	P+475	09/02/25			135		135			134		(9)(28)
	Common Equity - Common Stock	N/A	N/A		500 Shares			500			1,366		(9)(13)
HSI Halo Holdings, LLC	Common Equity - Common Stock	N/A	N/A		104 Shares			16			14		(9)(13)(24)
								19,707			20,392
KureSmart
Clearway Corporation (f/k/a NP/Clearway Holdings, Inc.)	Common Equity - Common Stock	N/A	N/A		133 Shares			133			247		(9)(13)
Kure Pain Holdings, Inc.	First Lien Secured Debt	SOFR+610, 1.00% Floor	08/27/25			21,325		21,217			21,231		(9)(30)
	First Lien Secured Debt - Revolver	SOFR+510, 1.00% Floor	08/27/24			2,654		(12	)		(6	)	(8)(9)(21)(23)
								21,338			21,472
LucidHealth
Premier Imaging, LLC	First Lien Secured Debt	SOFR+611, 1.00% Floor	01/02/25			8,052		7,993			7,952		(9)(31)

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (38)			Fair Value (1)(39)
Mannkind Corporation
Mannkind Corporation	First Lien Secured Debt	SOFR+635, 1.00% Floor	08/01/25			13,289		13,248			13,369		(9)(26)(30)
	Common Equity - Common Stock	N/A	N/A		334,226 Shares			76			1,380		(9)(10)(13)
								13,324			14,749
Maxor National Pharmacy Services, LLC
Maxor National Pharmacy Services, LLC	First Lien Secured Debt	SOFR+700, 1.00% Floor	03/01/29			13,353		12,975			12,952		(9)(32)
	First Lien Secured Debt - Revolver	SOFR+700, 1.00% Floor	03/01/29			1,530		(42	)		(46	)	(8)(9)(21)(23)
Maxor Topco, L.P.	Preferred Equity - Preferred Equity	N/A	N/A		50,000 Shares			50			58		(9)(13)(24)
								12,983			12,964
Medical Guardian
Medical Guardian, LLC	First Lien Secured Debt	SOFR+635, 1.00% Floor	10/26/26			30,879		30,575			30,415		(9)(30)
	First Lien Secured Debt	SOFR+660, 1.00% Floor	10/26/26			4,762		(16	)		(71	)	(8)(9)(21)(23)
	First Lien Secured Debt - Revolver	SOFR+635, 1.00% Floor	10/26/26			3,810		707			686		(9)(21)(23)(30)
								31,266			31,030
Midwest Vision
Midwest Vision Partners Management, LLC	First Lien Secured Debt	SOFR+665, 1.00% Floor	01/12/27			24,041		21,318			21,022		(9)(21)(23)(31)
	First Lien Secured Debt - Revolver	SOFR+665, 1.00% Floor	01/12/27			612		604			595		(9)(23)(31)
								21,922			21,617
Orchard
Orchard Therapeutics PLC	First Lien Secured Debt	SOFR+605, 1.00% Floor	05/28/26			8,381		8,365			8,381		(9)(17)(30)
Paragon 28
Paragon 28, Inc.	First Lien Secured Debt	SOFR+611, 1.00% Floor	05/01/26			10,000		7,484			7,450		(9)(23)(30)
	First Lien Secured Debt - Revolver	SOFR+386, 1.00% Floor	05/01/26			2,000		(8	)		(10	)	(8)(9)(21)(23)
								7,476			7,440
Partner Therapeutics, Inc
Partner Therapeutics, Inc	Preferred Equity - Preferred Equity	N/A	N/A		55,556 Shares			333			552		(9)(13)
	Warrants - Warrants	N/A	N/A			73		389			371		(9)(13)
								722			923
PHS
PHS Buyer, Inc.	First Lien Secured Debt	SOFR+610 Cash plus 1.5% PIK, 1.00% Floor	01/31/27			24,007		23,727			23,887		(9)(30)
	First Lien Secured Debt - Revolver	SOFR+610 Cash plus 1.5% PIK, 1.00% Floor	01/31/27			2,000		1,033			1,059		(9)(21)(23)(30)
								24,760			24,946
RHA Health Services
Pace Health Companies, LLC	First Lien Secured Debt	SOFR+465, 1.00% Floor	08/02/25			3,740		3,715			3,735		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+465, 1.00% Floor	08/02/25			500		(11	)		(1	)	(8)(9)(20)(21) (23)
								3,704			3,734

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)		Cost (38)			Fair Value (1)(39)
Rigel Pharmaceuticals
Rigel Pharmaceuticals, Inc.	First Lien Secured Debt	SOFR+576, 1.50% Floor	09/01/26		18,000		17,999			18,000		(9)(30)
Team Select
TS Investors, LLC	First Lien Secured Debt	SOFR+660, 1.00% Floor	05/04/29		2,311		1,874			1,884		(9)(21)(23)(30)
	First Lien Secured Debt - Revolver	SOFR+660, 1.00% Floor	05/04/29		185		(6	)		(5	)	(8)(9)(21)(23)
							1,868			1,879
TELA Bio, Inc.
TELA Bio, Inc.	First Lien Secured Debt	SOFR+635, 1.00% Floor	05/01/27		16,667		13,282			13,333		(9)(23)(30)
TersSera
TerSera Therapeutics LLC	First Lien Secured Debt	SOFR+675, 1.00% Floor	04/04/29		13,860		13,467			13,549		(9)(30)
	First Lien Secured Debt - Revolver	SOFR+675, 1.00% Floor	04/04/29		1,140		(31	)		(26	)	(8)(9)(21)(23)
							13,436			13,523
TissueTech
TissueTech, Inc.	First Lien Secured Debt	SOFR+586, 1.00% Floor	04/01/27		17,500		12,204			12,250		(9)(23)(30)
	First Lien Secured Debt - Revolver	SOFR+411, 1.00% Floor	04/01/27		1,000		(4	)		-		(9)(21)(23)
							12,200			12,250
Treace
Treace Medical Concepts, Inc.	First Lien Secured Debt	SOFR+610, 1.00% Floor	04/01/27		35,000		14,527			13,708		(9)(17)(23)(27) (30)
	First Lien Secured Debt - Revolver	SOFR+410, 1.00% Floor	04/01/27		3,000		389			310		(9)(17)(21)(23) (27)(30)
							14,916			14,018
Unchained Labs
Unchained Labs, LLC	First Lien Secured Debt	SOFR+555, 1.00% Floor	08/09/27		4,132		4,087			4,091		(9)(30)
	First Lien Secured Debt - Revolver	SOFR+555, 1.00% Floor	08/09/27		726		(9	)		(7	)	(8)(9)(21)(23)
							4,078			4,084
US Fertility
US Fertility Enterprises, LLC	First Lien Secured Debt	SOFR+660, 1.00% Floor	12/21/27		2,965		2,899			2,920		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+650, 1.00% Floor	12/21/27		63		(1	)		(1	)	(8)(9)(21)(23)
							2,898			2,919
ViewRay
ViewRay Inc.	First Lien Secured Debt	3.50%	11/01/27		9,583		9,350			6,005		(9)(14)(17)
WellDyneRx, LLC
WelldyneRX, LLC	First Lien Secured Debt	SOFR+685, 0.75% Floor	03/09/27		17,806		17,526			17,316		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+685, 0.75% Floor	03/09/26		1,923		(24	)		(53	)	(8)(9)(21)(23)
							17,502			17,263
		Total Healthcare & Pharmaceuticals				$	422,676		$	420,084

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (38)			Fair Value (1)(39)
High Tech Industries
Acronis AG
ACRONIS AG	First Lien Secured Debt	SOFR+595, 1.00% Floor	04/01/27	$		21,000	$	20,945		$	21,000		(9)(17)(30)
American Megatrends
AMI US Holdings Inc.	First Lien Secured Debt	SOFR+535, 1.00% Floor	04/01/25			21,099		20,967			21,099		(9)(30)
	First Lien Secured Debt - Revolver	SOFR+535, 0.00% Floor	04/01/24			2,907		343			349		(9)(21)(23)(30)
								21,310			21,448
BarTender
Sigma Buyer LLC	First Lien Secured Debt	SOFR+675, 0.75% Floor	01/04/28			5,970		5,808			5,910		(9)(32)
	First Lien Secured Debt - Revolver	SOFR+675, 0.75% Floor	01/04/28			1,500		(38	)		(15	)	(8)(9)(21)(23)
								5,770			5,895
Calero Holdings, Inc.
Telesoft Holdings, LLC	First Lien Secured Debt	SOFR+585, 1.00% Floor	12/16/25			21,932		21,735			21,515		(30)
	First Lien Secured Debt - Revolver	SOFR+585, 1.00% Floor	12/16/25			2,273		193			168		(21)(23)(30)
								21,928			21,683
ChyronHego Corporation
ChyronHego Corporation (5)	Preferred Equity - Preferred Equity	N/A	N/A		7,800 Shares			6,000			22,291		(13)(24)
ChyronHego US Holding Corporation (5)	First Lien Secured Debt	SOFR+350, 1.75% Floor	06/30/26			106,906		106,690			106,906		(31)
	First Lien Secured Debt - Revolver	SOFR+600, 1.75% Floor	06/30/26			5,000		-			-		(21)(23)
								112,690			129,197
Dairy.com
Momentx Corporation	First Lien Secured Debt	SOFR+585, 1.00% Floor	06/24/27			15,085		14,884			14,918		(9)(31)
	First Lien Secured Debt	SOFR+635, 1.00% Floor	06/24/27			1,360		1,335			1,365		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+585, 1.00% Floor	06/24/27			1,257		(16	)		(14	)	(8)(9)(21)(23)
								16,203			16,269
Digital.ai
Digital.ai Software Holdings, Inc.	First Lien Secured Debt	SOFR+710, 1.00% Floor	02/10/27			22,016		21,632			21,411		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+710, 1.00% Floor	02/10/27			2,419		463			425		(9)(21)(23)(31)
								22,095			21,836
GoHealth
Norvax, LLC	First Lien Secured Debt - Revolver	SOFR+660, 1.00% Floor	09/13/24			3,182		(15	)		-		(9)(21)(23)
Gtreasury
G Treasury SS LLC	First Lien Secured Debt	SOFR+600, 1.00% Floor	06/29/29			2,250		207			205		(9)(21)(23)(31)
	First Lien Secured Debt - Revolver	SOFR+600, 1.00% Floor	06/29/29			250		(5	)		(5	)	(8)(9)(21)(23)
								202			200
International Cruise & Excursion Gallery, Inc.
International Cruise & Excursion Gallery, Inc.	First Lien Secured Debt	SOFR+535, 1.00% Floor	06/06/25			14,213		14,135			13,935		(30)

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (38)			Fair Value (1)(39)
Litify
Litify Holdings Inc.	Common Equity - Common Stock	N/A	N/A		20,173 Shares			83			137		(9)(13)(24)
Litify LLC	First Lien Secured Debt	SOFR+710, 1.00% Floor	02/02/29			11,667		11,343			11,375		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+710, 1.00% Floor	02/02/29			833		(22	)		(21	)	(8)(9)(21)(23)
								11,404			11,491
Modern Campus
Destiny Solutions U.S., Inc.	First Lien Secured Debt	SOFR+585, 1.00% Floor	06/08/26			25,445		25,069			25,000		(19)(30)
RMCF IV CIV XXXV, L.P.	Common Equity - Common Stock	N/A	N/A		482 Shares			1,000			1,781		(13)
								26,069			26,781
MYCOM
Magnate Holding Corp.	First Lien Secured Debt	SOFR+615, 0.50% Floor	12/16/24			18,914		18,884			18,824		(9)(17)(31)
	First Lien Secured Debt - Revolver	SOFR+615, 0.50% Floor	12/14/23			3,150		3,145			3,141		(9)(17)(23)(31)
								22,029			21,965
New Era Technology, Inc.
New Era Technology, Inc.	First Lien Secured Debt	SOFR+640, 1.00% Floor	10/31/26			31,992		31,602			31,273		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+640, 1.00% Floor	10/30/26			1,732		(21	)		(39	)	(8)(9)(21)(23)
								31,581			31,234
Omada
Omada Health, Inc.	First Lien Secured Debt	SOFR+710, 2.50% Floor	06/01/28			2,900		1,422			1,422		(9)(23)(30)
	First Lien Secured Debt - Revolver	SOFR+410, 2.50% Floor	06/01/28			100		4			4		(9)(21)(23)(30)
								1,426			1,426
Pro Vigil
Pro-Vigil Holding Company, LLC	First Lien Secured Debt	SOFR+860, 1.00% Floor	01/11/25			22,994		20,166			20,246		(9)(21)(23)(31)
Schlesinger Group
Schlesinger Global, LLC	First Lien Secured Debt	SOFR+615 Cash plus 1.00% PIK, 1.00% Floor	07/12/25			10,260		10,165			10,191		(9)(31)
	First Lien Secured Debt	SOFR+790, 1.00% Floor	07/12/25			946		939			946		(9)(31)
								11,104			11,137
Simeio
Simeio Group Holdings, Inc.	First Lien Secured Debt	SOFR+560 Cash plus 0.5% PIK, 1.00% Floor	02/02/26			8,106		8,055			7,984		(9)(30)
	First Lien Secured Debt - Revolver	SOFR+560, 1.00% Floor	02/02/26			1,731		1,144			1,124		(9)(21)(23)(30)
								9,199			9,108
Sirsi Corporation
Sirsi Corporation	First Lien Secured Debt	SOFR+460, 1.00% Floor	03/15/24			4,936		4,928			4,887		(9)(30)
	First Lien Secured Debt - Revolver	SOFR+460, 1.00% Floor	03/15/24			429		(1	)		(4	)	(8)(9)(21)(23)
								4,927			4,883

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)		Cost (38)			Fair Value (1)(39)
Springbrook
Springbrook Holding Company, LLC	First Lien Secured Debt	SOFR+586, 1.00% Floor	12/23/26		15,687		15,525			15,459		(30)
	First Lien Secured Debt	SOFR+661, 1.00% Floor	12/23/26		2,337		2,310			2,350		(30)
	First Lien Secured Debt - Revolver	SOFR+586, 1.00% Floor	12/23/26		1,463		(12	)		(21	)	(8)(21)(23)
							17,823			17,788
UpStack
Upstack Holdco Inc.	First Lien Secured Debt	SOFR+635, 1.00% Floor	08/20/27		31,470		30,872			31,156		(9)(32)
	First Lien Secured Debt - Revolver	SOFR+560, 1.00% Floor	08/20/27		3,000		(54	)		(30	)	(8)(9)(20)(21) (23)
							30,818			31,126
		Total High Tech Industries				$	421,809		$	438,648
Hotel, Gaming, Leisure, Restaurants
Cave
Cave Enterprises Operations, LLC	First Lien Secured Debt	SOFR+660, 1.50% Floor	08/09/28	$	9,993	$	8,501		$	8,656		(9)(23)(30)
CircusTrix
CircusTrix Holdings LLC	First Lien Secured Debt	SOFR+675, 1.00% Floor	07/18/28		4,000		940			938		(9)(21)(23)(30)
	First Lien Secured Debt - Revolver	SOFR+675, 1.00% Floor	07/18/28		1,000		(24	)		(25	)	(8)(9)(21)(23)
							916			913
Guernsey
Guernsey Holdings SDI LA LLC	First Lien Secured Debt	6.95%	11/18/26		1,852		1,840			1,704		(9)
	First Lien Secured Debt	SOFR+595, 1.00% Floor	11/18/26		1,167		-			(6	)	(8)(9)(23)
							1,840			1,698
PARS Group LLC
PARS Group LLC	First Lien Secured Debt	SOFR+685, 1.50% Floor	04/03/28		9,955		8,887			8,853		(9)(23)(30)
Taco Cabana
YTC Enterprises, LLC	First Lien Secured Debt	SOFR+636, 1.00% Floor	08/16/26		9,608		9,532			9,416		(9)(30)
		Total Hotel, Gaming, Leisure, Restaurants				$	29,676		$	29,536
Insurance
High Street Insurance
High Street Buyer, Inc.	First Lien Secured Debt	SOFR+615, 0.75% Floor	04/14/28	$	29,658	$	29,272		$	29,213		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+615, 0.75% Floor	04/16/27		2,203		(26	)		(33	)	(8)(9)(21)(23)
							29,246			29,180
PGM Holdings Corporation
Turbo Buyer, Inc.	First Lien Secured Debt	SOFR+625, 1.00% Floor	12/02/25		18,936		18,742			18,462		(9)(31)(32)
	First Lien Secured Debt - Revolver	SOFR+600, 1.00% Floor	12/02/25		923		(8	)		(23	)	(8)(9)(21)(23)
							18,734			18,439

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (38)			Fair Value (1)(39)
Relation Insurance
AQ Sunshine, Inc.	First Lien Secured Debt	SOFR+640, 1.00% Floor	04/15/25			34,329		33,975			34,250		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+640, 1.00% Floor	04/15/24			1,785		1,760			1,760		(9)(20)(23)(31)
								35,735			36,010
		Total Insurance					$	83,715		$	83,629
Manufacturing, Capital Equipment
AVAD, LLC
Surf Opco, LLC	First Lien Secured Debt - Revolver	SOFR+411, 1.00% Floor	03/17/26	$		20,000	$	13,729		$	13,629		(9)(16)(20)(21) (23)(30)
	Preferred Equity - Class P-1 Preferred	N/A	N/A		33,333 Shares			3,333			6,667		(9)(13)(16)
	Preferred Equity - Class P-2 Preferred	N/A	N/A		85,164 Shares			8,517			4,079		(9)(13)(16)
	Common Equity - Class A-1 Common	N/A	N/A		3,333 Shares			-			280		(9)(13)(16)
								25,579			24,655
International Wire Group
IW Buyer LLC	First Lien Secured Debt	SOFR+685, 1.00% Floor	06/28/29			2,101		2,040			2,049		(9)(30)
	First Lien Secured Debt - Revolver	SOFR+685, 1.00% Floor	06/28/29			393		(11	)		(10	)	(8)(9)(21)(23)
								2,029			2,039
Kauffman
Kauffman Holdco, LLC	Common Equity - Common Stock	N/A	N/A		250,000 Shares			248			238		(9)
Kauffman Intermediate, LLC	First Lien Secured Debt	SOFR+585, 1.00% Floor	05/08/25			16,019		15,928			15,745		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+585, 1.00% Floor	05/08/25			1,243		78			56		(9)(21)(23)(30)
								16,254			16,039
MedPlast Holdings Inc.
Viant Medical Holdings, Inc. (fka MedPlast Holdings, Inc.)	Second Lien Secured Debt	L+786, 0.00% Floor	07/02/26			8,000		7,974			7,625		(34)
		Total Manufacturing, Capital Equipment					$	51,836		$	50,358
Media - Diversified & Production
Sonar Entertainment
Sonar Entertainment, Inc.	First Lien Secured Debt	P+760	11/15/21	$		185	$	184		$	185		(9)(11)(28)
	First Lien Secured Debt - Revolver	P+760	11/15/21			149		88			149		(9)(11)(23)(28)
		Total Media – Diversified & Production					$	272		$	334
Retail
IPS
SI Holdings, Inc.	First Lien Secured Debt	SOFR+610, 1.00% Floor	07/25/25	$		30,529	$	30,329		$	30,365		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+610, 1.00% Floor	07/25/24			3,413		2,258			2,259		(9)(21)(23)(31)
					Total Retail		$	32,587		$	32,624
Telecommunications
Securus Technologies Holdings, Inc.
Securus Technologies Holdings, Inc.	Second Lien Secured Debt	L+825, 1.00% Floor	11/01/25	$		7,128	$	7,101		$	6,094		(36)
		Total Telecommunications					$	7,101		$	6,094

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (38)			Fair Value (1)(39)
Transportation - Cargo, Distribution
Beacon Mobility
Beacon Mobility Corp.	First Lien Secured Debt	SOFR+635, 1.00% Floor	05/22/24	$		37,161	$	37,003		$	36,945		(9)(30)(31)
	First Lien Secured Debt - Revolver	4.10%	05/22/24			55,000		-			-		(9)(22)(23)
	First Lien Secured Debt - Revolver	SOFR+635, 1.00% Floor	05/22/24			4,145		(24	)		(24	)	(8)(9)(20)(21) (23)
								36,979			36,921
Heniff and Superior
Heniff Holdco, LLC	First Lien Secured Debt	SOFR+585, 1.00% Floor	12/03/26			29,521		29,201			29,078		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+585, 1.00% Floor	12/03/24			3,925		1,877			1,868		(9)(20)(21)(23) (30)
								31,078			30,946
MSEA Tankers LLC
MSEA Tankers LLC (5)	Common Equity - Class A Units	N/A	N/A					15,791			50		(13)(17)(18)(24)
		Total Transportation – Cargo, Distribution					$	83,848		$	67,917
Utilities - Electric
Congruex
Congruex Group LLC	First Lien Secured Debt	SOFR+590, 0.75% Floor	05/03/29	$		14,813	$	14,513		$	14,516		(9)(31)
		Total Utilities – Electric					$	14,513		$	14,516
Wholesale
Banner Solutions
Banner Buyer, LLC	First Lien Secured Debt	SOFR+585, 1.00% Floor	10/31/25	$		15,064	$	14,964		$	14,962		(9)(30)
	First Lien Secured Debt - Revolver	SOFR+585, 0.00% Floor	10/31/25			1,935		(14	)		(13	)	(8)(9)(21)(23)
Banner Parent Holdings, Inc.	Common Equity - Common Stock	N/A	N/A		6,125 Shares			613			606		(9)(13)
								15,563			15,555
Thomas Scientific
BSP-TS, LP	Common Equity - Common Stock	N/A	N/A		185 Shares			185			128		(9)(13)
Thomas Scientific, LLC	First Lien Secured Debt	SOFR+640, 1.00% Floor	12/14/27			31,333		30,867			30,753		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+565, 1.00% Floor	12/14/27			2,963		(42	)		(55	)	(8)(9)(21)(23)
								31,010			30,826
		Total Wholesale					$	46,573		$	46,381
Total Investments before Cash Equivalents							$	2,577,283		$	2,369,108
J.P. Morgan U.S. Government Money Market Fund		N/A	N/A			138	$	138		$	138		(37)
Goldman Sachs Financial Square Government Fund		N/A	N/A			111	$	111		$	111		(37)
Total Investments after Cash Equivalents							$	2,577,532		$	2,369,357		(6)(7)

(1)

Fair value is determined in good faith subject to the oversight of the Board of Directors of the Company (See Note 2 to the financial statements).

(2)

Preferred and ordinary shares in Solarplicity UK Holdings Limited are GBP denominated equity investments. Common shares in 1244311 B.C. Ltd. are CAD denominated equity investments.

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

(3)

Denotes investments in which the Company owns greater than 25% of the equity, where the governing documents of each entity preclude the Company from exercising a controlling influence over the management or policies of such entity. The Company does not have the right to elect or appoint more than 25% of the directors or another party has the right to elect or appoint more directors than the Company and has the right to appoint certain members of senior management. Therefore, the Company has determined that these entities are not controlled affiliates. As of September 30, 2023, we had a 100% equity ownership interest in Golden Bear 2016-R, LLC, a collateralized loan obligation.

(4)

Denotes investments in which we are an “Affiliated Person,” as defined in the 1940 Act, due to holding the power to vote or owning 5% or more of the outstanding voting securities of the investment but not controlling the company. Fair value as of December 31, 2022 and September 30, 2023 along with transactions during the nine months ended September 30, 2023 in these affiliated investments are as follows:


Name of Issuer	Fair Value at December 31, 2022			Gross Additions ●			Gross Reductions ■				Net Change in Unrealized Gains (Losses)				Fair Value at September 30, 2023			Net Realized Gains (Losses)			Interest/ Dividend/ Other Income
1244311 B.C. Ltd., Common Stock	$	339	$		—	$		—		$		494		$		833	$		—	$		—
1244311 B.C. Ltd., Term Loan		3,830			83			(8	)			112				4,017			—			315
AIC SPV Holdings II, LLC, Preferred Equity*		74			—			(74	)			—				—			—			—
Carbonfree Chemicals Holdings LLC, Common Stock		20,202			—			—				(1,497	)			18,705			—			—
FC2 LLC, Term Loan		12,500			—			—				—				12,500			—			607
FC2 LLC, Common Stock		—			—			—				—				—			—			—
Golden Bear 2016-R, LLC, Membership Interests		9,413			106			—				2,451				11,970			—			—
GSC Technologies Inc., Term Loan		177			7			(198	)			14				—			—			13
Pelican Energy, LLC, Common Stock		195			—			(469	)			418				144			—			—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series B Preferred Stock*		—			—			—				—				—			—			—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series D Preferred Stock*		—			—			—				—				—			—			—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series E Preferred Stock		—			—			—				—				—			—			—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Preferred Equity*		1,961			—			(1,961	)			—				—			—			—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Common Stock*		—			—			—				—				—			—			—
Renew JV LLC, Membership Interests*		449			—			(449	)			—				—			—			—
Auto Pool 2023 Trust (Del. Stat. Trust)		—			29,946			(611	)			(544	)			28,791			—			704
	$	49,141	$		30,142	$		(3,770	)	$		1,447		$		76,960	$		—	$		1,639

* As of September 30, 2023 this investment was not consider to be an “Affiliated Person” to the Company. The Company’s ownership of, or power to vote, the outstanding voting securities of the investment was reduced below 5% during the current period.

•

Gross additions includes increases in the basis of investments resulting from new portfolio investments, payment-in-kind interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

▪

Gross reductions include decreases in the basis of investments resulting from principal collections related to investment repayments or sales, the amortization of premiums, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

(5)

Denotes investments in which we are deemed to exercise a controlling influence over the management or policies of a company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the investment. Fair value as of December 31, 2022 and September 30, 2023 along with transactions during the nine months ended September 30, 2023 in these controlled investments are as follows:


Name of Issuer	Fair Value at December 31, 2022			Gross Additions ●			Gross Reductions ■				Net Change in Unrealized Gains (Losses)				Fair Value at September 30, 2023			Net Realized Gains (Losses)			Interest/ Dividend/ Other Income
Majority Owned Company
ChyronHego Corporation, Preferred Equity	$	22,500	$		—	$		—		$		(209	)	$		22,291	$		—	$		—
ChyronHego Corporation, Revolver		8,956			1,044			(9,989	)			(11	)			—			—			440
ChyronHego Corporation, Term Loan		91,042			1,246			(91,833	)			(455	)			—			—			4,916
ChyronHego US Holding Corporation, Term Loan		—			106,691			—				215				106,906			—			2,951
ChyronHego US Holding Corporation, Revolver		—			—			—				—				—			—			6
Merx Aviation Finance, LLC, Letter of Credit		—			—			—				—				—			—			—
Merx Aviation Finance, LLC, Membership Interests		111,446			—			—				2,877				114,323			—			—
Merx Aviation Finance, LLC, Revolver		150,000			—			(68,925	)			—				81,075			—			6,300
MSEA Tankers LLC, Class A Units		4,256			—			(3,605	)			(601	)			50			—			—
Controlled Company
SHD Oil & Gas, LLC, Series C Units		580			—			—				(280	)			300			—			—
SHD Oil & Gas, LLC, Series A Units		—			—			—				—				—			—			—
	$	388,780	$		108,981	$		(174,352	)	$		1,536		$		324,945	$		—	$		14,613

•

▪

As of September 30, 2023, the Company had a 87%, 100%, 100% and 38% equity ownership interest in ChyronHego Corporation; Merx Aviation Finance, LLC; MSEA Tankers, LLC; and SHD Oil & Gas, LLC (f/k/a Spotted Hawk Development LLC), respectively.

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

(6)

Aggregate gross unrealized gain and loss for federal income tax purposes is $57,292 and $272,317, respectively. Net unrealized loss is $215,025 based on a tax cost of $2,584,382.

(7)

Substantially all securities are pledged as collateral to our multi-currency revolving credit facility (the “Senior Secured Facility” as defined in Note 6 to the financial statements). As such, these securities are not available as collateral to our general creditors.

(8)

The negative fair value is the result of the commitment being valued below par.

(9)

These are co-investments made with the Company’s affiliates in accordance with the terms of the exemptive order the Company received from the Securities and Exchange Commission (the “SEC”) permitting us to do so. (See Note 3 to the financial statements for discussion of the exemptive order from the SEC.)

(10)

Other than the investments noted by this footnote, the fair value of the Company’s investments is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 2 to the financial statements for more information regarding ASC 820, Fair Value Measurements (“ASC 820”).

(11)

These investments have a maturity date prior to the end of the current period. Sonar Entertainment is expected to be paid down in a series of payments subsequent to the stated maturity date. Additional proceeds are expected from Crown Automotive and Solarplicity Group after the resolution of bankruptcy proceedings, or other corporate actions, at each respective issuer.

(12)

Par amount is denominated in USD unless otherwise noted, Euro (“€”), British Pound (“£”), Canadian Dollar (“C$”), Australian Dollar (“A$”).

(13)

Non-income producing security.

(14)

Non-accrual status (See Note 2 to the financial statements).

(15)

The underlying investments of AIC SPV Holdings II, LLC is a securitization in which the Company owns preferred shares representing 14.25% economic interest.

(16)

AIC Spotted Hawk Holdings, LLC, AIC SHD Holdings, LLC, AIC Pelican Holdings, LLC, AIC SB Holdings LLC and AP Surf Investments, LLC are wholly-owned special purpose vehicles which only hold investments of the underlying portfolio companies and have no other significant assets or liabilities. AIC Spotted Hawk Holdings, LLC holds equity and debt investments in SHD Oil & Gas, LLC. AIC SHD Holdings LLC holds equity investments in SHD Oil & Gas, LLC. and equity investments in both Carbonfree Chemicals Holdings, LLC and Carbonfree Chemicals SA, LLC. AIC Pelican Holdings, LLC holds an equity investment in Pelican Energy, LLC. AP Surf Investments, LLC holds equity investments in Surf Opco, LLC. AIC SB Holdings LLC holds equity investments in Gainline Galaxy Holdings LLC.

(17)

Investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to change. The Company monitors the status of these assets on an ongoing basis. As of September 30, 2023, non-qualifying assets represented approximately 7.2% of the total assets of the Company.

(18)

As of September 30, 2023, MSEA Tankers, LLC had various classes of limited liability interests outstanding of which the Company holds Class A-1 and Class A-2 units which are identical except that Class A-1 unit is voting and Class A-2 unit is non-voting. The units entitle the Company to appoint two out of three managers to the board of managers.

(19)

In addition to the interest earned based on the stated rate of this loan, the Company may be entitled to receive additional interest as a result of its arrangement with other lenders in a syndication.

(20)

As of September 30, 2023, there were letters of credit issued and outstanding through the Company under this first lien senior secured revolving loan.

(21)

The undrawn portion of these committed revolvers and delayed draw term loans includes a commitment and unused fee rate.

(22)

A letter of credit associated with this investment has been issued through the Company’s Senior Secured Facility. In the event of draw of funds the related funding would be pro-rated for all existing lenders in the investment.

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

(23)

As of September 30, 2023, the Company had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied. See Note 8 to the financial statements for further information on revolving and delayed draw loan commitments, including commitments to issue letters of credit, related to certain portfolio companies.


Name of Issuer	Total Commitment			Drawn Commitment			Letters of Credit **			Undrawn Commitment
A&V Holdings Midco, LLC	$	1,505	$		361	$		—	$		1,144
AMI US Holdings Inc.		2,907			349			—			2,558
AQ Sunshine, Inc.		1,785			1,762			23			—
Activ Software Holdings, LLC		2,407			—			—			2,407
Akoya Biosciences, Inc.		3,375			—			—			3,375
Alcami Corporation		1,781			—			—			1,781
Alpinex Opco, LLC		1,489			596			—			893
Athlete Buyer, LLC		1,384			—			—			1,384
Banner Buyer, LLC		1,935			—			—			1,935
Beacon Mobility Corp.		59,145			—			57,755			1,390
Berner Food & Beverage, LLC		2,881			1,665			—			1,216
CNSI Holdings, LLC		2,000			—			—			2,000
Carbon6 Technologies, Inc.		10,000			—			—			10,000
Cave Enterprises Operations, LLC		1,333			—			—			1,333
Celerion Buyer, Inc.		1,918			—			—			1,918
Cerus Corporation		6,500			1,798			—			4,702
ChyronHego US Holding Corporation		5,000			—			—			5,000
CircusTrix Holdings LLC		4,000			—			—			4,000
Club Car Wash Operating, LLC		2,900			1,625			—			1,275
Compu-Link Corporation		2,273			—			—			2,273
Digital.ai Software Holdings, Inc.		2,419			504			—			1,915
Eagle Purchaser, Inc.		1,579			342			—			1,237
Eldrickco Limited*		4,913			434			—			4,479
EmpiRx Health LLC		909			—			227			682
Forge Biologics, Inc.		6,667			—			—			6,667
G Treasury SS LLC		2,250			—			—			2,250
GB001, Inc.		24,000			—			—			24,000
GI Apple Midco LLC		1,262			341			45			876
GS SEER Group Borrower LLC		1,743			—			—			1,743
Gabriel Partners, LLC		665			133			—			532
Gateway US Holdings, Inc.		368			—			—			368
Go Car Wash Management Corp.		13,142			—			—			13,142
Graffiti Buyer, Inc.		2,115			407			—			1,708
Guernsey Holdings SDI LA LLC		1,167			—			—			1,167
Gutter Buyer, Inc.		2,727			2,584			143			—
HRO (Hero Digital) Holdings, LLC		9,915			2,519			31			7,365
HSI HALO Acquisition, Inc.		813			813			—			—
Health Management Associates Superholdings, Inc.		768			—			8			760
Heniff Holdco, LLC		3,925			1,897			164			1,864
High Street Buyer, Inc.		2,203			—			—			2,203
Hive Intermediate, LLC		2,326			629			—			1,697
HomeRenew Buyer, Inc.		1,958			1,566			—			392
IW Buyer LLC		393			—			—			393
JF Acquisition, LLC		1,569			1,381			—			188
Jacent Strategic Merchandising		3,500			3,457			—			43
KDC/ONE Development Corporation, Inc.		6,020			1,283			56			4,681
KL Charlie Acquisition Company		1,962			1,537			—			425
Kauffman Intermediate, LLC		1,243			78			—			1,165
Kure Pain Holdings, Inc.		2,654			—			—			2,654
LS Clinical Services Holdings, Inc.		1,875			1,875			—			—
Lash OpCo, LLC		1,612			1,216			—			396
LendingPoint LLC		8,333			8,333			—			—

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Name of Issuer	Total Commitment		Drawn Commitment		Letters of Credit **		Undrawn Commitment
Lifelong Learner Holdings, LLC		2,985		2,982		—		3
Litify LLC		833		—		—		833
M&M OPCO, LLC		476		—		—		476
Magnate Holding Corp.		3,150		3,150		—		—
Marlin DTC-LS Midco 2, LLC		685		—		—		685
Maxor National Pharmacy Services, LLC		1,530		—		—		1,530
Medical Guardian, LLC		8,571		742		—		7,829
Merx Aviation Finance, LLC (1)		87,252		81,075		6,177		—
Midwest Vision Partners Management, LLC		3,029		612		—		2,417
Momentx Corporation		1,257		—		—		1,257
Naviga Inc. (fka Newscycle Solutions, Inc.)		500		340		—		160
New Era Technology, Inc.		1,732		—		—		1,732
Norvax, LLC		3,182		—		—		3,182
Omada Health, Inc.		1,550		5		—		1,545
PARS Group LLC		952		—		—		952
PHS Buyer, Inc.		2,000		1,069		—		931
Pace Health Companies, LLC		500		—		118		382
Paladone Group Bidco Limited		3,295		—		—		3,295
Paladone Group Bidco Limited*		431		—		—		431
Paragon 28, Inc.		4,500		—		—		4,500
Pave America Interco, LLC (f/k/a Pavement Partners Interco, LLC)		942		471		—		471
Precision Refrigeration & Air Conditioning LLC		1,705		568		—		1,137
PrimeFlight Acquisition, LLC		—		—		—		—
Pro-Vigil Holding Company, LLC		2,533		—		—		2,533
Project Comfort Buyer, Inc.		1,731		—		—		1,731
Protein For Pets Opco, LLC		2,219		—		—		2,219
Purchasing Power Funding I, LLC		9,112		9,112		—		—
RHI Acquisition LLC		3,301		—		—		3,301
Roscoe Medical, Inc		1,393		983		—		410
SI Holdings, Inc.		3,413		2,270		—		1,143
Shelby 2021 Holdings Corp.		969		—		—		969
Sigma Buyer LLC		1,500		—		—		1,500
Simeio Group Holdings, Inc.		1,731		1,154		—		577
Sirsi Corporation		429		—		—		429
Sonar Entertainment, Inc.		149		149		—		—
Springbrook Holding Company, LLC		1,463		—		—		1,463
Surf Opco, LLC		20,000		13,729		1,667		4,604
TELA Bio, Inc.		3,333		—		—		3,333
THLP CO. LLC		4,494		1,312		135		3,047
TS Investors, LLC		554		—		—		554
Telesoft Holdings, LLC		2,273		212		—		2,061
TerSera Therapeutics LLC		1,140		—		—		1,140
Thomas Scientific, LLC		2,963		—		—		2,963
TissueTech, Inc.		6,250		—		—		6,250
Treace Medical Concepts, Inc.		23,417		400		—		23,017
Trench Plate Rental Co.		1,818		590		125		1,103
Truck-Lite Co., LLC		3,052		—		95		2,957
Turbo Buyer, Inc.		923		—		—		923
US Fertility Enterprises, LLC		62		—		—		62
USLS Acquisition, Inc.		1,607		884		62		661
Ultimate Baked Goods Midco LLC		3,243		—		628		2,615
Unchained Labs, LLC		726		—		—		726
Upstack Holdco Inc.		3,000		—		110		2,890
Village Pet Care, LLC		6,000		—		—		6,000
WelldyneRX, LLC		1,923		—		—		1,923

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Name of Issuer	Total Commitment			Drawn Commitment			Letters of Credit **			Undrawn Commitment
Westfall Technik, Inc.		2,039			2,039			—			—
Wildcat BuyerCo, Inc.		725			—			30			695
Yak Access LLC		5,000			1,250			—			3,750
Total Commitments	$	489,055	$		164,583	$		67,599	$		256,873

(1) The Company has an unfunded revolver commitment to its fully controlled affiliate Merx Aviation Finance, LLC of $18,925 as of September 30, 2023. Given the Company's controlling interest, the timing and the amount of the funding has not been determined.

* These investments are in a foreign currency and the total commitment has been converted to USD using the September 30, 2023 exchange rate.

** For all letters of credit issued and outstanding on September 30, 2023, $11,722 will expire in 2023 and $55,878 will expire in 2024.

(24)

Securities that are exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of September 30, 2023, the aggregate fair value of these securities is $157,083 or 16% of the Company's net assets. The acquisition dates of the restricted securities are as follows:


Issuer	Investment Type	Acquisition Date
1244311 B.C. Ltd.	Common Equity - Common Stock	9/30/2020
Carbonfree Chemicals Holdings LLC	Common Equity - Common Equity / Interest	11/1/2019
ChyronHego Corporation	Preferred Equity - Preferred Equity	12/29/2020
FC2 LLC	Common Equity - Common Stock	10/14/2022
Greylock Holdings LLC	Common Equity - Common Stock	3/16/2023
GS SEER Group Holdings, LLC	Common Equity - Common Stock	4/28/2023
HSI Halo Holdings, LLC	Common Equity - Common Stock	11/9/2022
Litify Holdings Inc.	Common Equity - Common Stock	2/3/2023
Maxor Topco, L.P.	Preferred Equity - Preferred Equity	3/1/2023
Merx Aviation Finance, LLC	Common Equity - Membership Interests	9/1/2022
MSEA Tankers LLC	Common Equity - Class A Units	12/12/2014
Pelican Energy, LLC	Common Equity - Membership Interests	3/28/2012
SHD Oil & Gas, LLC	Common Equity - Series A Units	11/18/2016
SHD Oil & Gas, LLC	Common Equity - Series C Units	12/27/2012
Silk Holdings I Corp.	Common Equity - Common Stock	5/1/2023

(25)

The Company has approximately 22.5% ownership interest in the Auto Pool 2023. Auto Pool 2023 Trust holds underlying assets that consist of a pool of retail auto loans and residual interests in auto loan trusts. The Company also continues to have an interest in any residual assets from the bankruptcy proceedings related to U.S. Auto Finance.

(26)

Mannkind Corporation is subject to an interest rate cap. The investment is capped at the lesser of 8.25% and the stated interest rate.

(27)

Treace Medical Concepts, Inc. is subject to an interest rate cap. The investment is capped at the lesser of stated interest rate and 3.00% plus the applicable margin.

(28)

The interest rate on these loans is subject to Prime, which as of September 30, 2023 was 8.50%.

(29)

The interest rate on these loans is subject to SONIA, which as of September 30, 2023 was 5.19%.

(30)

The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2023 was 5.31%.

(31)

The interest rate on these loans is subject to 3 months SOFR, which as of September 30, 2023 was 5.40%.

(32)

The interest rate on these loans is subject to 6 months SOFR, which as of September 30, 2023 was 5.47%.

(33)

The interest rate on these loans is subject to 12 months SOFR, which as of September 30, 2023 was 5.47%.

(34)

The interest rate on these loans is subject to 1 month LIBOR, which as of September 30, 2023 was 5.43%.

(35)

The interest rate on these loans is subject to 3 months LIBOR, which as of September 30, 2023 was 5.66%.

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

(36)

The interest rate on these loans is subject to 6 months LIBOR, which as of September 30, 2023 was 5.90%.

(37)

This security is included in the Cash and Cash Equivalents on the Statements of Assets and Liabilities.

(38)

The following shows the composition of the Company’s portfolio at cost by control designation, investment type and industry as of September 30, 2023:


Industry	First Lien - Secured Debt		Second Lien - Secured Debt		Unsecured Debt		Structured Products and Other		Preferred Equity		Common Equity/Interests		Warrants		Total
Non-Controlled / Non-Affiliated Investments
Advertising, Printing & Publishing	$	46,953	$	—	$	—	$	—	$	—	$	432	$	—	$	47,385
Automotive		60,347		—		—		—		—		23,971		—		84,318
Aviation and Consumer Transport		5,304		—		—		—		—		—		—		5,304
Beverage, Food & Tobacco		99,960		—		—		—		448		1,409		—		101,817
Business Services		235,455		65,067		—		—		89		2,023		—		302,634
Chemicals, Plastics & Rubber		23,415		—		—		—		—		—		—		23,415
Construction & Building		49,393		—		—		—		—		500		—		49,893
Consumer Goods – Durable		18,152		—		—		—		—		107		—		18,259
Consumer Goods – Non-durable		83,657		—		—		—		492		2,235		—		86,384
Consumer Services		157,104		—		—		—		—		—		—		157,104
Diversified Investment Vehicles, Banking, Finance, Real Estate		34,100		—		—		—		—		100		—		34,200
Education		36,541		—		—		—		—		—		—		36,541
Energy – Electricity		7,231		—		—		—		6,157		17,164		—		30,552
Healthcare & Pharmaceuticals		420,929		—		—		—		633		725		389		422,676
High Tech Industries		308,036		—		—		—		—		1,083		—		309,119
Hotel, Gaming, Leisure, Restaurants		29,676		—		—		—		—		—		—		29,676
Insurance		83,715		—		—		—		—		—		—		83,715
Manufacturing, Capital Equipment		31,764		7,974		—		—		11,850		248		—		51,836
Media – Diversified & Production		272		—		—		—		—		—		—		272
Retail		32,587		—		—		—		—		—		—		32,587
Telecommunications		—		7,101		—		—		—		—		—		7,101
Transportation – Cargo, Distribution		68,057		—		—		—		—		—		—		68,057
Utilities – Electric		14,513		—		—		—		—		—		—		14,513
Wholesale		45,775		—		—		—		—		798		—		46,573
Total Non-Controlled / Non-Affiliated Investments	$	1,892,936	$	80,142	$	—	$	—	$	19,669	$	50,795	$	389	$	2,043,931
Non-Controlled / Affiliated Investments
Chemicals, Plastics & Rubber	$	12,500	$	—	$	—	$	—	$	—	$	56,505	$	—	$	69,005
Consumer Goods – Durable		4,186		—		—		—		—		1,000		—		5,186
Consumer Services		—		—		—		29,335		—		—		—		29,335
Diversified Investment Vehicles, Banking, Finance, Real Estate		—		—		—		17,103		—		—		—		17,103
Energy – Electricity		—		—		—		—		—		—		—		—
Energy – Oil & Gas		—		—		—		—		—		11,802		—		11,802
Total Non-Controlled / Affiliated Investments	$	16,686	$	—	$	—	$	46,438	$	—	$	69,307	$	—	$	132,431
Controlled Investments
Aviation and Consumer Transport	$	81,075	$	—	$	—	$	—	$	—	$	146,500	$	—	$	227,575
Energy – Oil & Gas		—		—		—		—		—		44,865		—		44,865
High Tech Industries		106,690		—		—		—		6,000		—		—		112,690
Transportation – Cargo, Distribution		—		—		—		—		—		15,791		—		15,791
Total Controlled Investments	$	187,765	$	—	$	—	$	—	$	6,000	$	207,156	$	—	$	400,921
Total	$	2,097,387	$	80,142	$	—	$	46,438	$	25,669	$	327,258	$	389	$	2,577,283

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

(39)

The following shows the composition of the Company’s portfolio at fair value by control designation, investment type and industry as of September 30, 2023:


Industry	First Lien - Secured Debt			Second Lien - Secured Debt			Unsecured Debt			Structured Products and Other			Preferred Equity			Common Equity/Interests			Warrants			Total			% of Net Assets
Non-Controlled / Non-Affiliated Investments
Advertising, Printing & Publishing	$	45,482		$	—		$	—		$	—		$	—		$	556		$	—		$	46,038			4.62	%
Automotive		59,228			—			—			—			—			1,955			—			61,183			6.14	%
Aviation and Consumer Transport		5,300			—			—			—			—			—			—			5,300			0.53	%
Beverage, Food & Tobacco		98,182			—			—			—			197			1,963			—			100,342			10.07	%
Business Services		234,019			52,601			—			—			89			3,277			—			289,986			29.09	%
Chemicals, Plastics & Rubber		22,117			—			—			—			—			—			—			22,117			2.22	%
Construction & Building		48,870			—			—			—			—			172			—			49,042			4.92	%
Consumer Goods – Durable		18,358			—			—			—			—			881			—			19,239			1.93	%
Consumer Goods – Non-durable		83,561			238			—			—			69			185			—			84,053			8.43	%
Consumer Services		156,067			—			—			—			—			—			—			156,067			15.66	%
Diversified Investment Vehicles, Banking, Finance, Real Estate		33,954			—			—			—			—			91			—			34,045			3.42	%
Education		36,323			—			—			—			—			—			—			36,323			3.64	%
Energy – Electricity		1,950			—			—			—			91			553			—			2,594			0.26	%
Healthcare & Pharmaceuticals		415,846			—			—			—			860			3,007			371			420,084			42.14	%
High Tech Industries		307,533			—			—			—			—			1,918			—			309,451			31.04	%
Hotel, Gaming, Leisure, Restaurants		29,536			—			—			—			—			—			—			29,536			2.96	%
Insurance		83,629			—			—			—			—			—			—			83,629			8.39	%
Manufacturing, Capital Equipment		31,469			7,625			—			—			10,746			518			—			50,358			5.05	%
Media – Diversified & Production		334			—			—			—			—			—			—			334			0.03	%
Retail		32,624			—			—			—			—			—			—			32,624			3.27	%
Telecommunications		—			6,094			—			—			—			—			—			6,094			0.61	%
Transportation – Cargo, Distribution		67,867			—			—			—			—			—			—			67,867			6.81	%
Utilities – Electric		14,516			—			—			—			—			—			—			14,516			1.46	%
Wholesale		45,647			—			—			—			—			734			—			46,381			4.65	%
Total Non-Controlled / Non-Affiliated Investments	$	1,872,412		$	66,558		$	—		$	—		$	12,052		$	15,810		$	371		$	1,967,203			197.34	%
% of Net Assets		187.83	%		6.68	%		0.00	%		0.00	%		1.21	%		1.59	%		0.04	%		197.34	%

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry	First Lien - Secured Debt			Second Lien - Secured Debt			Unsecured Debt			Structured Products and Other			Preferred Equity			Common Equity/Interests			Warrants			Total			% of Net Assets
Non-Controlled / Affiliated Investments
Chemicals, Plastics & Rubber	$	12,500		$	—		$	—		$	—		$	—		$	18,705		$	—		$	31,205			3.13	%
Consumer Goods – Durable		4,017			—			—			—			—			833			—			4,850			0.49	%
Consumer Services		—			—			—			28,791			—			—			—			28,791			2.89	%
Diversified Investment Vehicles, Banking, Finance, Real Estate		—			—			—			11,970			—			—			—			11,970			1.20	%
Energy – Electricity		—			—			—			—			—			—			—			—			0.00	%
Energy – Oil & Gas		—			—			—			—			—			144			—			144			0.01	%
Total Non-Controlled / Affiliated Investments	$	16,517		$	—		$	—		$	40,761		$	—		$	19,682		$	—		$	76,960			7.72	%
% of Net Assets		1.66	%		0.00	%		0.00	%		4.09	%		0.00	%		1.97	%		0.00	%		7.72	%
Controlled Investments
Aviation and Consumer Transport	$	81,075		$	—		$	—		$	—		$	—		$	114,323		$	—		$	195,398			19.60	%
Energy – Oil & Gas		—			—			—			—			—			300			—			300			0.03	%
High Tech Industries		106,906			—			—			—			22,291			—			—			129,197			12.96	%
Transportation – Cargo, Distribution		—			—			—			—			—			50			—			50			0.01	%
Total Controlled Investments	$	187,981		$	—		$	—		$	—		$	22,291		$	114,673		$	—		$	324,945			32.60	%
% of Net Assets		18.86	%		0.00	%		0.00	%		0.00	%		2.24	%		11.50	%		0.00	%		32.60	%
Total	$	2,076,910		$	66,558		$	—		$	40,761		$	34,343		$	150,165		$	371		$	2,369,108			237.66	%
% of Net Assets		208.35	%		6.68	%		0.00	%		4.09	%		3.45	%		15.06	%		0.04	%		237.66	%

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)


Industry Classification		Percentage of Total Investments (at Fair Value) as of September 30, 2023
High Tech Industries		18.5%
Healthcare & Pharmaceuticals		17.7%
Business Services		12.3%
Aviation and Consumer Transport		8.5%
Consumer Services		7.8%
Beverage, Food & Tobacco		4.2%
Consumer Goods – Non-durable		3.6%
Insurance		3.5%
Transportation – Cargo, Distribution		2.9%
Automotive		2.6%
Chemicals, Plastics & Rubber		2.3%
Manufacturing, Capital Equipment		2.1%
Construction & Building		2.1%
Wholesale		2.0%
Advertising, Printing & Publishing		1.9%
Diversified Investment Vehicles, Banking, Finance, Real Estate		1.9%
Education		1.5%
Retail		1.4%
Hotel, Gaming, Leisure, Restaurants		1.2%
Consumer Goods – Durable		1.0%
Utilities – Electric		0.6%
Telecommunications		0.3%
Energy – Electricity		0.1%
Energy – Oil & Gas		0.0%
Media – Diversified & Production		0.0%
Total Investments		100.0%

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (34)			Fair Value (1)(35)
Advertising, Printing & Publishing
FingerPaint Marketing
KL Charlie Acquisition Company	First Lien Secured Debt	L+625, 1.00% Floor	12/30/26	$		23,520	$	23,188		$	23,166		(9)(28)
	First Lien Secured Debt - Revolver	P+525	12/30/26			1,962		407			402		(9)(21)(23)(25)
KL Charlie Co-Invest, L.P.	Common Equity - Common Stock	N/A	N/A		218,978 Shares			219			346		(9)(13)
								23,814			23,914
Hero Digital
HRO (Hero Digital) Holdings, LLC	First Lien Secured Debt	L+600, 1.00% Floor	11/18/28			27,038		18,990			18,330		(9)(21)(23)(28)
	First Lien Secured Debt - Revolver	L+600, 1.00% Floor	11/18/26			2,553		904			843		(9)(20)(21)(23) (28)
HRO Holdings I LP	Common Equity - Common Stock	N/A	N/A		213 Shares			213			126		(9)(13)
								20,107			19,299
		Total Advertising, Printing & Publishing					$	43,921		$	43,213
Aerospace & Defense
Erickson Inc
Erickson Inc	First Lien Secured Debt - Revolver	SOFR+800, 1.00% Floor	05/20/24	$		25,500	$	13,659		$	13,427		(9)(20)(21)(23) (31)
		Total Aerospace & Defense					$	13,659		$	13,427
Automotive
Club Car Wash
Club Car Wash Operating, LLC	First Lien Secured Debt	SOFR+650, 1.00% Floor	06/16/27	$		29,738	$	27,432		$	27,271		(9)(21)(23)(32)
	First Lien Secured Debt - Revolver	SOFR+650, 1.00% Floor	06/16/27			2,438		(32	)		(47	)	(8)(9)(21)(23)
								27,400			27,224
Crowne Automotive
Vari-Form Group, LLC	First Lien Secured Debt	11.00% (7.00% Cash plus 4.00% PIK)	02/02/23			5,860		893			264		(9)(14)(28)
Vari-Form Inc.	First Lien Secured Debt	11.00% (7.00% Cash plus 4.00% PIK)	02/02/23			2,110		391			95		(9)(14)(28)
								1,284			359
K&N Parent, Inc.
K&N Parent, Inc.	Second Lien Secured Debt	8.75%	10/21/24			23,765		23,621			1,402		(14)(28)
Truck-Lite Co., LLC
TL Lighting Holdings, LLC	Common Equity - Equity	N/A	N/A		350 Shares			350			410		(9)(13)
Truck-Lite Co., LLC	First Lien Secured Debt	SOFR+625, 1.00% Floor	12/14/26			31,735		31,280			31,077		(9)(33)
	First Lien Secured Debt - Revolver	SOFR+625, 1.00% Floor	12/13/24			3,052		—			(33	)	(8)(9)(20)(21) (23)
								31,630			31,454
		Total Automotive					$	83,935		$	60,439
Aviation and Consumer Transport
Merx Aviation Finance, LLC
Merx Aviation Finance, LLC (5)	First Lien Secured Debt - Revolver	10.00%	10/31/23	$		204,677	$	150,000		$	150,000		(20)(23)
	Common Equity - Membership Interests	N/A	N/A					146,500			111,446		(24)
								296,500			261,446
PrimeFlight
PrimeFlight Aviation Services, Inc.	First Lien Secured Debt	SOFR+625, 1.00% Floor	05/09/24			17,259		17,129			17,172		(9)(32)
		Total Aviation and Consumer Transport					$	313,629		$	278,618

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (34)		Fair Value (1)(35)
Beverage, Food & Tobacco
Berner Foods
Berner Food & Beverage, LLC	First Lien Secured Debt	L+550, 1.00% Floor	07/30/27	$		30,730	$	30,175	$	30,576	(9)(28)
	First Lien Secured Debt - Revolver	P+450	07/30/26			259		255		258	(9)(21)(23)(25)
	First Lien Secured Debt - Revolver	L+550, 1.00% Floor	07/30/26			2,622		533		563	(9)(21)(23)(28)
								30,963		31,397
Bolthouse Farms
Wm. Bolthouse Farms, Inc.	Common Equity - Equity Interests	N/A	N/A		1,086,122 Shares			1,147		1,162	(13)(24)
Hive
FCP-Hive Holdings, LLC	Preferred Equity - Preferred Equity	N/A	N/A		589 Shares			448		234	(9)(13)
	Common Equity - Common Stock	N/A	N/A		589 Shares			3		—	(9)(13)
Hive Intermediate, LLC	First Lien Secured Debt	SOFR+400 Cash plus 2.00% PIK, 1.00% Floor	09/22/27			17,063		16,794		16,381	(9)(31)
	First Lien Secured Debt - Revolver	SOFR+400 Cash plus 2.00% PIK, 1.00% Floor	09/22/27			2,326		275		217	(9)(21)(23)(31)
								17,520		16,832
Orgain, Inc.
Butterfly Fighter Co-Invest, L.P.	Common Equity - Membership Interests	N/A	N/A		490,000 Shares			90		898
Rise Baking
Ultimate Baked Goods Midco LLC	First Lien Secured Debt	L+650, 1.00% Floor	08/13/27			26,489		25,959		25,591	(9)(28)
	First Lien Secured Debt - Revolver	L+650, 1.00% Floor	08/13/27			3,243		787		741	(9)(20)(21)(23) (28)
								26,746		26,332
Turkey Hill
IC Holdings LLC	Common Equity - Series A Units	N/A	N/A		169 Shares			169		141	(9)(13)
THLP CO. LLC	First Lien Secured Debt	L+600 Cash plus 2.00% PIK, 1.00% Floor	05/31/25			25,457		25,233		25,075	(9)(29)
	First Lien Secured Debt - Revolver	L+600 Cash plus 2.00% PIK, 1.00% Floor	05/31/24			4,494		1,918		1,874	(9)(20)(21)(23) (28)(29)
								27,320		27,090
		Total Beverage, Food & Tobacco					$	103,786	$	103,711
Business Services
Access Information
Access CIG, LLC	Second Lien Secured Debt	L+775, 0.00% Floor	02/27/26	$		15,900	$	15,836	$	15,503	(26)
AlpineX
Alpinex Opco, LLC	First Lien Secured Debt	SOFR+626, 1.00% Floor	12/27/27			21,489		21,070		20,915	(9)(32)
	First Lien Secured Debt - Revolver	SOFR+626, 1.00% Floor	12/27/27			1,489		565		566	(9)(21)(23)(32)
								21,635		21,481
Ambrosia Buyer Corp.
Ambrosia Buyer Corp.	Second Lien Secured Debt	8.00%	08/28/25			21,429		17,307		6,429	(14)(28)
AML Rightsource
Gabriel Partners, LLC	First Lien Secured Debt	L+600, 1.00% Floor	09/21/26			31,213		30,739		30,583	(9)(26)
	First Lien Secured Debt - Revolver	P+500	09/21/26			665		122		116	(9)(21)(23)(25)
								30,861		30,699

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (34)			Fair Value (1)(35)
Continuum
Continuum Global Solutions, LLC	Preferred Equity - Preferred Equity	N/A	N/A		775 Shares			78			78		(9)(13)
Electro Rent Corporation
Electro Rent Corporation	Second Lien Secured Debt	L+900, 1.00% Floor	01/31/25			34,235		33,906			34,064		(9)(28)
Elo Touch
TGG TS Acquisition Company	First Lien Secured Debt - Revolver	L+650, 0.00% Floor	12/14/23			1,750		—			(26	)	(8)(21)(23)
Ensemble Health
EHL Merger Sub, LLC	First Lien Secured Debt - Revolver	L+325, 0.00% Floor	08/01/24			4,155		(122	)		(166	)	(8)(21)(23)
IRP
Precision Refrigeration & Air Conditioning LLC	First Lien Secured Debt	SOFR+650, 1.00% Floor	03/08/28			10,143		9,951			9,940		(9)(32)
	First Lien Secured Debt - Revolver	SOFR+600, 1.00% Floor	03/08/27			1,705		(29	)		(34	)	(8)(9)(21)(23)
SMC IR Holdings, LLC	Common Equity - Common Stock	N/A	N/A		134 Shares			145			189		(9)(24)
								10,067			10,095
Jacent
Jacent Strategic Merchandising	First Lien Secured Debt	L+725, 1.00% Floor	04/23/24			22,159		22,062			21,140		(9)(26)
	First Lien Secured Debt - Revolver	L+725, 1.00% Floor	04/23/24			3,500		3,443			3,341		(9)(21)(23)(26)
	Common Equity - Common Stock	N/A	N/A		5,000 Shares			500			—		(9)(13)
JSM Equity Investors, L.P.	Preferred Equity - Class P Partnership Units	N/A	N/A		114 Shares			11			11		(9)(13)
								26,016			24,492
Jones & Frank
JF Acquisition, LLC	First Lien Secured Debt	L+550, 1.00% Floor	07/31/26			13,100		12,978			12,780		(9)(26)
	First Lien Secured Debt - Revolver	L+550, 1.00% Floor	07/31/26			1,569		1,366			1,342		(9)(21)(23)(26)
								14,344			14,122
Naviga
Naviga Inc. (fka Newscycle Solutions, Inc.)	First Lien Secured Debt	SOFR+700, 1.00% Floor	12/29/23			13,295		13,227			13,295		(9)(32)
	First Lien Secured Debt - Revolver	SOFR+700, 1.00% Floor	12/29/23			500		442			444		(9)(21)(23)(32)
								13,669			13,739
PSE
Graffiti Buyer, Inc.	First Lien Secured Debt	L+550, 1.00% Floor	08/10/27			8,375		6,159			6,147		(9)(21)(23)(28)
	First Lien Secured Debt - Revolver	L+550, 1.00% Floor	08/10/27			1,307		506			507		(9)(21)(23)(28)
Graffiti Parent, LP	Common Equity - Common Stock	N/A	N/A		2,439 Shares			244			290		(9)(13)
								6,909			6,944
PSI Services, LLC
Lifelong Learner Holdings, LLC	First Lien Secured Debt	L+575, 1.00% Floor	10/19/26			33,714		33,332			32,062		(9)(28)
	First Lien Secured Debt - Revolver	L+575, 1.00% Floor	10/20/25			2,985		2,954			2,864		(9)(21)(23)(28)
								36,286			34,926
Soliant
Soliant Health, Inc.	Common Equity - Membership Interests	N/A	N/A		300 Shares			300			1,381		(9)

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (34)		Fair Value (1)(35)
Trench Plate
Trench Plate Rental Co.	First Lien Secured Debt	SOFR+550, 1.00% Floor	12/03/26			18,091		17,846		17,820	(9)(32)
	First Lien Secured Debt - Revolver	SOFR+550, 1.00% Floor	12/03/26			1,818		458		455	(9)(20)(21)(23) (32)
Trench Safety Solutions Holdings, LLC	Common Equity - Common Stock	N/A	N/A		331 Shares			50		51	(9)(13)(24)
								18,354		18,326
US Legal Support
US Legal Support Investment Holdings, LLC	Common Equity - Series A-1 Units	N/A	N/A		631,972 Shares			632		619	(9)(13)
USLS Acquisition, Inc.	First Lien Secured Debt	SOFR+575, 1.00% Floor	12/02/24			19,295		19,150		18,952	(9)(32)
	First Lien Secured Debt	SOFR+590, 1.00% Floor	12/02/24			4,521		4,484		4,441	(9)(32)
	First Lien Secured Debt - Revolver	SOFR+575, 1.00% Floor	12/02/24			1,608		861		856	(9)(20)(21)(23) (32)
								25,127		24,868
Wilson Language Training
Owl Acquisition, LLC	First Lien Secured Debt	SOFR+525, 1.00% Floor	02/04/28			9,851		9,675		9,752	(9)(33)
Owl Parent Holdings, LLC	Common Equity - Common Stock	N/A	N/A		100 Shares			100		191	(9)(13)(24)
								9,775		9,943
		Total Business Services					$	280,348	$	266,898
Chemicals, Plastics & Rubber
Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon
Carbonfree Chemicals Holdings LLC (4)	Common Equity - Common Equity / Interest	N/A	N/A		1,246 Shares		$	56,505	$	20,202	(13)(16)(24)
FC2 LLC (4)	Common Equity - Common Stock	N/A	N/A		5 Shares			—		—	(24)
	Secured Debt - Promissory Note	6.50%	10/14/27			12,500		12,500		12,500
								69,005		32,702
Westfall Technik, Inc.
Westfall Technik, Inc.	First Lien Secured Debt	SOFR+625, 1.00% Floor	09/13/24			21,303		21,160		20,717	(9)(32)
	First Lien Secured Debt - Revolver	SOFR+625, 1.00% Floor	09/13/24			2,039		2,028		1,983	(9)(23)(32)
								23,188		22,700
		Total Chemicals, Plastics & Rubber					$	92,193	$	55,402
Construction & Building
Englert
Gutter Buyer, Inc.	First Lien Secured Debt	L+625, 1.00% Floor	03/06/25	$		28,969	$	28,722	$	28,096	(9)(26)
	First Lien Secured Debt - Revolver	P+525	03/06/24			2,727		2,565		2,525	(9)(20)(21)(23) (25)
Gutter Holdings, LP	Common Equity - Common Stock	N/A	N/A		500 Shares			500		248	(9)
								31,787		30,869
		Total Construction & Building					$	31,787	$	30,869
Consumer Goods - Durable
A&V
A&V Holdings Midco, LLC	First Lien Secured Debt - Revolver	L+450, 1.00% Floor	03/10/25	$		1,505	$	391	$	409	(21)(23)(26)
KDC
KDC US Holdings	First Lien Secured Debt - Revolver	L+325, 0.00% Floor	12/21/23			6,020		665		601	(20)(21)(23) (26)

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (34)			Fair Value (1)(35)
KLO Holdings, LLC
1244311 B.C. Ltd. (4)	First Lien Secured Debt	L+500, 1.00% Floor	09/30/25			2,978		2,978			2,781		(17)(28)
	First Lien Secured Debt	L+500 Cash plus 6.00% PIK, 1.00% Floor	09/30/25			1,133		1,133			1,049		(17)(28)
	Common Equity - Common Stock	N/A	N/A		1,000,032 Shares			1,000			339		(13)(17)(19)(24)
GSC Technologies Inc. (4)	First Lien Secured Debt	L+500 Cash plus 5.00% PIK, 1.00% Floor	09/30/25			191		191			177		(17)(28)
								5,302			4,346
Liqui-Box
Liqui-Box Holdings, Inc.	First Lien Secured Debt - Revolver	L+450, 1.00% Floor	02/26/25			2,649		1,830			1,842		(20)(21)(23)(26)(28)
	First Lien Secured Debt - Revolver	P+350	02/26/25			911		907			911		(21)(23)(25)
								2,737			2,753
NSi Industries
Wildcat BuyerCo, Inc.	First Lien Secured Debt	SOFR+590, 1.00% Floor	02/27/26			17,031		16,605			16,773		(32)
	First Lien Secured Debt - Revolver	SOFR+575, 1.00% Floor	02/27/26			725		136			134		(20)(21)(23) (32)
Wildcat Parent LP	Common Equity - Common Stock	N/A	N/A		1,070 Shares			107			218		(13)
								16,848			17,125
Sorenson Holdings, LLC
Sorenson Holdings, LLC	Common Equity - Membership Interests	N/A	N/A		587 Shares			—			323		(10)(13)
		Total Consumer Goods – Durable					$	25,943		$	25,557
Consumer Goods - Non-durable
3D Protein
Protein For Pets Opco, LLC	First Lien Secured Debt - Revolver	L+450, 1.00% Floor	05/31/24	$		2,219	$	(16	)	$	—		(9)(21)(23)
Dan Dee
Project Comfort Buyer, Inc.	First Lien Secured Debt	L+700, 1.00% Floor	02/01/25			22,251		22,008			21,588		(9)(26)
	First Lien Secured Debt - Revolver	L+700, 1.00% Floor	02/01/25			3,462		(32	)		(105	)	(8)(9)(21)(23)
	Preferred Equity - Preferred Equity	N/A	N/A		491,405 Shares			492			45		(9)(13)(24)
								22,468			21,528
LashCo
Lash OpCo, LLC	First Lien Secured Debt	L+700, 1.00% Floor	03/18/26			43,139		42,426			42,600		(9)(29)
	First Lien Secured Debt - Revolver	L+700, 1.00% Floor	09/18/25			1,612		743			762		(9)(21)(23)(26) (29)
								43,169			43,362
Paladone
Paladone Group Bidco Limited	First Lien Secured Debt	L+550, 1.00% Floor	11/12/27			7,942		5,944			5,924		(9)(17)(21)(23) (28)
	First Lien Secured Debt - Revolver	SON+575, 1.00% Floor	11/12/27	£		353		(8	)		(7	)	(8)(9)(17)(21) (23)
	First Lien Secured Debt - Revolver	L+550, 1.00% Floor	11/12/27			1,412		(23	)		(24	)	(8)(9)(17)(21) (23)
Paladone Group Holdings Limited	Common Equity - Common Stock	N/A	N/A		94,151 Shares			94			76		(9)(13)(17)
								6,007			5,969

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (34)			Fair Value (1)(35)
Sequential Brands Group, Inc.
Gainline Galaxy Holdings LLC	Common Equity - Common Stock	N/A	N/A		10,854 Shares			2,041			1,100		(13)(16)(17)
Sequential Avia Holdings LLC	First Lien Secured Debt	L+500, 1.00% Floor	11/12/26			1,437		1,436			1,436		(17)(28)
Sequential Brands Group, Inc.	Second Lien Secured Debt	8.75%	02/07/24			1,293		—			239		(14)(17)
Swisstech IP CO, LLC	First Lien Secured Debt	6% PIK	11/29/24			277		17			273		(17)
								3,494			3,048
		Total Consumer Goods – Non-durable					$	75,122		$	73,907
Consumer Services
Activ
Activ Software Holdings, LLC	First Lien Secured Debt	L+625, 1.00% Floor	05/04/27	$		29,641	$	29,204		$	28,900		(9)(30)
	First Lien Secured Debt - Revolver	L+625, 1.00% Floor	05/04/27			2,407		(35	)		(96	)	(8)(9)(21)(23)
								29,169			28,804
Bird
Bird US Opco, LLC	First Lien Secured Debt	SOFR+750, 1.00% Floor	01/13/25			14,702		14,467			14,637		(9)(31)
Clarus Commerce
Marlin DTC-LS Midco 2, LLC	First Lien Secured Debt	L+650, 1.00% Floor	07/01/25			12,788		12,612			12,642		(28)
	First Lien Secured Debt	L+600, 1.00% Floor	07/01/25			8,844		8,776			8,744
	First Lien Secured Debt - Revolver	L+600, 1.00% Floor	07/01/25			685		—			(8	)	(8)(21)(23)
								21,388			21,378
Go Car Wash
Go Car Wash Management Corp.	First Lien Secured Debt	SOFR+625, 1.00% Floor	12/31/26			26,364		10,871			10,616		(9)(21)(23)(31)
	First Lien Secured Debt - Revolver	SOFR+575, 1.00% Floor	12/31/26			417		(2	)		(8	)	(8)(9)(21)(23)
								10,869			10,608
Lending Point
LendingPoint LLC	First Lien Secured Debt	SOFR+1050, 1.00% Floor	12/30/25			32,500		32,153			32,240		(9)(32)
	First Lien Secured Debt	SOFR+575, 1.00% Floor	12/30/25			4,167		4,136			4,135		(9)(32)
	First Lien Secured Debt - Revolver	SOFR+575, 1.00% Floor	12/30/25			8,333		8,274			8,271		(9)(23)(32)
								44,563			44,646
Renovo
HomeRenew Buyer, Inc.	First Lien Secured Debt	SOFR+650, 1.00% Floor	11/23/27			17,968		15,057			14,991		(9)(21)(23)(32) (33)
	First Lien Secured Debt - Revolver	SOFR+660, 1.00% Floor	11/23/27			1,958		357			352		(9)(21)(23)(31) (32)
								15,414			15,343
The Club Company
Eldrickco Limited	First Lien Secured Debt	SON+625, 0.50% Floor	11/26/25	£		14,970		13,934			12,993		(9)(17)(21)(23) (27)
	First Lien Secured Debt - Revolver	SON+625, 0.50% Floor	11/26/25	£		356		412			422		(9)(17)(23)(27)
	First Lien Secured Debt - Revolver	SON+575, 0.50% Floor	05/26/25	£		345		—			(8	)	(8)(9)(17)(21) (23)
								14,346			13,407

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (34)			Fair Value (1)(35)
US Auto
U.S. Auto Finance, Inc.	First Lien Secured Debt	SOFR+525, 1.00% Floor	04/17/24			20,000		5,023			4,258		(9)(21)(23)(31)
	First Lien Secured Debt	SOFR+900, 1.00% Floor	04/17/25			3,700		3,653			3,665		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+600, 1.00% Floor	04/17/24			13,333		7,374			7,074		(9)(21)(23)(31)
								16,050			14,997
		Total Consumer Services					$	166,266		$	163,820
Diversified Investment Vehicles, Banking, Finance, Real Estate
Celink
Compu-Link Corporation	First Lien Secured Debt - Revolver	L+550, 1.00% Floor	06/11/24	$		2,273	$	(15	)	$	(23	)	(8)(9)(21)(23)
Peer Advisors, LLC	First Lien Secured Debt	L+550, 1.00% Floor	06/11/24			16,477		16,361			16,309		(9)(26)
								16,346			16,286
Golden Bear
Golden Bear 2016-R, LLC (4)	Structured Products and Other - Membership Interests	N/A	09/20/42		N/A			16,998			9,413		(3)(17)
Purchasing Power, LLC
Purchasing Power Funding I, LLC	First Lien Secured Debt - Revolver	L+650, 0.00% Floor	02/24/25			9,113		4,556			4,556		(9)(21)(23)(26)
Spectrum Automotive
Shelby 2021 Holdings Corp.	First Lien Secured Debt	L+575, 0.75% Floor	06/29/28			14,392		13,310			13,264		(9)(21)(23)(28)
	First Lien Secured Debt - Revolver	L+575, 0.75% Floor	06/29/27			420		(5	)		(6	)	(8)(9)(21)(23)
								13,305			13,258
	Total Diversified Investment Vehicles, Banking, Finance, Real Estate						$	51,205		$	43,513
Education
NFA Group
SSCP Spring Bidco Limited	First Lien Secured Debt	SON+600, 0.50% Floor	07/30/25	£		30,000	$	36,394		$	35,890		(9)(17)(27)
		Total Education					$	36,394		$	35,890
Energy - Electricity
Renew Financial LLC (f/k/a Renewable Funding, LLC)
AIC SPV Holdings II, LLC (4)	Preferred Equity - Preferred Stock	N/A	N/A		142 Shares		$	534		$	74		(15)(17)(24)
Renew Financial LLC (f/k/a Renewable Funding, LLC) (4)	Preferred Equity - Preferred Equity	N/A	N/A		1,000,000 Shares			1,000			1,961		(13)(17)(24)
	Preferred Equity - Series B Preferred Stock	N/A	N/A		1,505,868 Shares			8,343			—		(13)(17)(24)
	Preferred Equity - Series D Preferred Stock	N/A	N/A		436,689 Shares			5,568			—		(13)(17)(24)
	Common Equity - Common Stock	N/A	N/A		441,576 Shares			1,902			—		(13)(17)(24)
Renew JV LLC (4)	Common Equity - Membership Interests	N/A	N/A		383,381 Shares			383			449		(13)(17)(24)
								17,730			2,484
Solarplicity Group Limited (f/k/a AMP Solar UK)
Solarplicity UK Holdings Limited	First Lien Secured Debt	4.00%	03/08/23	£		5,562		7,231			2,009		(14)(17)
	Preferred Equity - Preferred Stock	N/A	N/A		4,286 Shares			5,623			—		(2)(13)(17)
	Common Equity - Ordinary Shares	N/A	N/A		2,825 Shares			4			—		(2)(13)(17)
								12,858			2,009
		Total Energy – Electricity					$	30,588		$	4,493

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (34)			Fair Value (1)(35)
Energy - Oil & Gas
Pelican
Pelican Energy, LLC (4)	Common Equity - Membership Interests	N/A	N/A		1,444 Shares		$	12,271		$	195		(13)(16)(17)(24)
Spotted Hawk
SHD Oil & Gas, LLC (5)	Common Equity - Series C Units	N/A	N/A		50,952,525 Shares			43,454			580		(13)(16)(24)
	Common Equity - Series A Units	N/A	N/A		7,600,000 Shares			1,411			—		(13)(16)(24)
								44,865			580
		Total Energy – Oil & Gas					$	57,136		$	775
Healthcare & Pharmaceuticals
83bar
83Bar, Inc.	First Lien Secured Debt	SOFR+575, 1.50% Floor	07/02/26	$		3,646	$	3,631		$	3,582		(9)(31)
Akoya
Akoya Biosciences, Inc.	First Lien Secured Debt	SOFR+680, 2.50% Floor	11/01/27			22,500		19,105			19,012		(9)(23)(31)
Alcami
Alcami Corporation	First Lien Secured Debt	SOFR+700, 1.00% Floor	12/21/28			8,904		7,908			7,908		(9)(21)(23)(31)
	First Lien Secured Debt - Revolver	SOFR+700, 1.00% Floor	12/21/28			1,096		(38	)		(38	)	(8)(9)(21)(23)
								7,870			7,870
Analogic
Analogic Corporation	First Lien Secured Debt	L+525, 1.00% Floor	06/22/24			17,713		17,594			17,447		(9)(28)
	First Lien Secured Debt - Revolver	L+525, 1.00% Floor	06/22/23			1,826		1,613			1,599		(9)(21)(23)(28)
								19,207			19,046
Carbon6
Carbon6 Technologies, Inc.	First Lien Secured Debt	SOFR+675, 1.00% Floor	08/01/27			12,500		2,488			2,413		(9)(23)(31)
	Preferred Equity - Preferred Equity	N/A	N/A		280,899 Shares			250			250		(9)(13)(24)
								2,738			2,663
Cato Research
LS Clinical Services Holdings, Inc.	First Lien Secured Debt	L+675, 1.00% Floor	12/16/27			12,994		12,721			12,623		(9)(28)
	First Lien Secured Debt - Revolver	L+675, 1.00% Floor	12/16/26			1,875		1,837			1,825		(9)(23)(28)
								14,558			14,448
Celerion
Celerion Buyer, Inc.	First Lien Secured Debt	SOFR+650, 0.75% Floor	11/05/29			8,082		7,842			7,839		(9)(32)
	First Lien Secured Debt	SOFR+650, 0.75% Floor	11/03/29			1,279		(38	)		(38	)	(8)(9)(21)(23)
	First Lien Secured Debt - Revolver	SOFR+650, 0.75% Floor	11/03/28			639		(19	)		(19	)	(8)(9)(21)(23)
								7,785			7,782
Cerus
Cerus Corporation	First Lien Secured Debt	SOFR+545, 1.80% Floor	03/01/24			16,500		16,475			16,418		(9)(17)(31)
	First Lien Secured Debt - Revolver	SOFR+375, 1.80% Floor	03/01/24			1,500		308			301		(9)(17)(21)(23) (31)
								16,783			16,719
CNSI
CNSI Holdings, LLC	First Lien Secured Debt	SOFR+650, 0.50% Floor	12/17/28			18,000		17,380			17,370		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+650, 0.50% Floor	12/17/27			2,000		(69	)		(70	)	(8)(9)(21)(23)
								17,311			17,300

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (34)			Fair Value (1)(35)
Compass Health
Roscoe Medical, Inc	First Lien Secured Debt	SOFR+625, 1.00% Floor	09/30/24			7,544		7,273			7,205		(9)(31)
	First Lien Secured Debt - Revolver	SOFR+625, 1.00% Floor	09/30/24			1,393		1,341			1,330		(9)(23)(31)
								8,614			8,535
EmpiRx
EmpiRx Health LLC	First Lien Secured Debt	L+500, 1.00% Floor	08/05/27			9,000		8,855			8,932		(9)(29)
	First Lien Secured Debt - Revolver	L+500, 1.00% Floor	08/05/27			909		(14	)		(7	)	(8)(9)(20)(21) (23)
								8,841			8,925
Forge Biologics
Forge Biologics, Inc.	First Lien Secured Debt	SOFR+675, 0.50% Floor	12/03/26			26,667		13,226			13,333		(9)(23)(31)
Gateway Services
Gateway US Holdings, Inc.	First Lien Secured Debt	SOFR+650, 0.75% Floor	09/22/26			9,657		9,515			9,448		(9)(21)(23)(32)
	First Lien Secured Debt - Revolver	SOFR+650, 0.75% Floor	09/22/26			304		165			162		(9)(21)(23)(32)
								9,680			9,610
Gossamer
GB001, Inc.	First Lien Secured Debt	L+700, 2.00% Floor	01/01/25			28,839		4,757			4,845		(9)(17)(23)(26)
Health & Safety Institute
HSI HALO Acquisition, Inc.	First Lien Secured Debt	SOFR+575, 1.00% Floor	08/31/26			16,267		16,074			15,716		(9)(33)
	First Lien Secured Debt	SOFR+625, 1.00% Floor	08/31/26			2,466		2,413			2,414		(9)(33)
	First Lien Secured Debt - Revolver	SOFR+575, 1.00% Floor	09/02/25			813		674			661		(9)(21)(23)(32) (33)
	Common Equity - Common Stock	N/A	N/A		500 Shares			500			1,472		(9)(13)
HSI Halo Holdings, LLC	Common Equity - Common Stock	N/A	N/A		104 Shares			16			16		(9)(24)
	Unsecured Debt - Convertible Bond	10.00%	09/28/27			50		50			50		(9)
								19,727			20,329
IMA Group
IMA Group Management Company, LLC	First Lien Secured Debt	L+500, 1.00% Floor	05/30/24			12,606		10,010			10,001		(21)(23)(28)
	First Lien Secured Debt - Revolver	L+500, 1.00% Floor	05/30/24			289		173			171		(21)(23)(28)
								10,183			10,172
KureSmart
Clearway Corporation (f/k/a NP/Clearway Holdings, Inc.)	Common Equity - Common Stock	N/A	N/A		133 Shares			133			208		(9)(13)
Kure Pain Holdings, Inc.	First Lien Secured Debt	L+500, 1.00% Floor	08/27/24			21,491		21,367			21,296		(9)(26)
	First Lien Secured Debt - Revolver	L+500, 1.00% Floor	08/27/24			2,654		(18	)		(24	)	(8)(9)(21)(23)
								21,482			21,480

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (34)			Fair Value (1)(35)
LucidHealth
Premier Imaging, LLC	First Lien Secured Debt	L+575, 1.00% Floor	01/02/25			12,419		7,984			8,114		(9)(21)(23)(26)
Mannkind Corporation
Mannkind Corporation	First Lien Secured Debt	SOFR+625, 1.00% Floor	08/01/25			13,867		13,805			13,710		(9)(31)
	Common Equity - Common Stock	N/A	N/A		334,226 Shares			76			1,761		(9)(10)(13)(17)
								13,881			15,471
Maxor National Pharmacy Services, LLC
Maxor National Pharmacy Services, LLC	First Lien Secured Debt	L+525, 1.00% Floor	12/06/27			23,172		22,973			23,172		(9)(28)
	First Lien Secured Debt - Revolver	L+525, 1.00% Floor	12/06/26			1,558		(36	)		—		(9)(21)(23)
								22,937			23,172
Medical Guardian
Medical Guardian, LLC	First Lien Secured Debt	L+650, 1.00% Floor	10/26/26			35,876		30,713			30,655		(9)(21)(23)(26)
	First Lien Secured Debt - Revolver	L+650, 1.00% Floor	10/26/26			3,810		604			640		(9)(21)(23)(26)
								31,317			31,295
Midwest Vision
Midwest Vision Partners Management, LLC	First Lien Secured Debt	L+650, 1.00% Floor	01/12/27			24,096		21,315			21,076		(9)(21)(23)(28)
	First Lien Secured Debt - Revolver	L+650, 1.00% Floor	01/12/27			612		603			596		(9)(23)(28)
								21,918			21,672
Orchard
Orchard Therapeutics PLC	First Lien Secured Debt	L+595, 1.00% Floor	05/28/26			33,071		10,665			10,792		(9)(17)(23)(26)
Ovation Fertility
FPG Services, LLC	First Lien Secured Debt	L+550, 1.00% Floor	06/13/25			18,917		14,759			14,875		(9)(21)(23)(26)
	First Lien Secured Debt - Revolver	L+550, 1.00% Floor	06/13/24			2,105		(12	)		(6	)	(8)(9)(21)(23)
								14,747			14,869
Paragon 28
Paragon 28, Inc.	First Lien Secured Debt	SOFR+600, 1.00% Floor	05/01/26			10,000		7,476			7,450		(9)(23)(31)
	First Lien Secured Debt - Revolver	SOFR+375, 1.00% Floor	05/01/26			2,000		(10	)		(10	)	(8)(9)(21)(23)
								7,466			7,440
Partner Therapeutics, Inc
Partner Therapeutics, Inc	Preferred Equity - Preferred Equity	N/A	N/A		55,556 Shares			333			642		(9)(13)
	Warrants - Warrants					73		389			474		(9)(13)
Partner Therapeutics, Inc.	First Lien Secured Debt	SOFR+665, 2.00% Floor	12/30/27			10,000		9,818			9,950		(9)(31)
	First Lien Secured Debt	SOFR+715, 2.00% Floor	12/30/27			5,000		3,248			3,309		(9)(23)(31)
	First Lien Secured Debt - Revolver	SOFR+375, 2.00% Floor	12/30/27			1,000		559			565		(9)(21)(23)(31)
								14,347			14,940
PHS
PHS Buyer, Inc.	First Lien Secured Debt	L+600, 1.00% Floor	01/31/27			24,925		24,572			24,052		(9)(26)
	First Lien Secured Debt - Revolver	L+600, 1.00% Floor	01/31/27			2,000		1,224			1,197		(9)(21)(23)(26)
								25,796			25,249

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)		Cost (34)			Fair Value (1)(35)
RHA Health Services
Pace Health Companies, LLC	First Lien Secured Debt	L+450, 1.00% Floor	08/02/24		3,767		3,740			3,740		(9)(28)
	First Lien Secured Debt - Revolver	L+450, 1.00% Floor	08/02/24		500		—			(4	)	(8)(9)(20)(21) (23)
							3,740			3,736
Rigel Pharmaceuticals
Rigel Pharmaceuticals, Inc.	First Lien Secured Debt	SOFR+565, 1.50% Floor	09/01/26		12,000		12,010			11,880		(9)(31)
TELA Bio, Inc.
TELA Bio, Inc.	First Lien Secured Debt	SOFR+625, 1.00% Floor	05/01/27		16,667		13,271			13,333		(9)(23)(31)
TissueTech
TissueTech, Inc.	First Lien Secured Debt	SOFR+575, 1.00% Floor	04/01/27		17,500		12,194			12,250		(9)(23)(31)
	First Lien Secured Debt - Revolver	SOFR+400, 1.00% Floor	04/01/27		1,000		(4	)		—		(9)(21)(23)
							12,190			12,250
Treace
Treace Medical Concepts, Inc.	First Lien Secured Debt	SOFR+600, 1.00% Floor	04/01/27		35,000		14,514			14,060		(9)(17)(23)(31)
	First Lien Secured Debt - Revolver	SOFR+400, 1.00% Floor	04/01/27		3,000		387			355		(9)(17)(21)(23) (31)
							14,901			14,415
Unchained Labs
Unchained Labs, LLC	First Lien Secured Debt	SOFR+550, 1.00% Floor	08/09/27		6,728		4,082			4,096		(9)(21)(23)(31)
	First Lien Secured Debt - Revolver	SOFR+550, 1.00% Floor	08/09/27		726		(11	)		(7	)	(8)(9)(21)(23)
							4,071			4,089
ViewRay
ViewRay Inc.	First Lien Secured Debt	P+350	11/01/27		12,500		12,438			12,438		(9)(17)(25)
	First Lien Secured Debt	L+350, 0.00% Floor	11/01/27		4,167		(20	)		(21	)	(8)(9)(17)(23)
	First Lien Secured Debt - Revolver	P+50	11/01/27		750		246			246		(9)(17)(21)(23) (25)
							12,664			12,663
WellDyneRx, LLC
WelldyneRX, LLC	First Lien Secured Debt	SOFR+675, 0.75% Floor	03/09/27		17,941		17,617			17,493		(9)(32)
	First Lien Secured Debt - Revolver	SOFR+675, 0.75% Floor	03/09/26		1,923		(31	)		(48	)	(8)(9)(21)(23)
							17,586			17,445
		Total Healthcare & Pharmaceuticals				$	466,989		$	468,476
High Tech Industries
Acronis AG
ACRONIS AG	First Lien Secured Debt	L+585, 1.00% Floor	04/01/27	$	21,000	$	20,936		$	20,895		(9)(17)(26)
American Megatrends
AMI US Holdings Inc.	First Lien Secured Debt	L+525, 1.00% Floor	04/01/25		21,265		21,085			20,946		(9)(26)
	First Lien Secured Debt - Revolver	L+525, 0.00% Floor	04/01/24		2,907		(15	)		(44	)	(8)(9)(21)(23)
							21,070			20,902
Calero Holdings, Inc.
Telesoft Holdings, LLC	First Lien Secured Debt	L+575, 1.00% Floor	12/16/25		22,102		21,850			21,691		(26)(28)
	First Lien Secured Debt - Revolver	L+575, 1.00% Floor	12/16/25		2,273		164			147		(21)(23)(26)
							22,014			21,838

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (34)			Fair Value (1)(35)
ChyronHego Corporation
ChyronHego Corporation (5)	First Lien Secured Debt	L+350 Cash plus 1.50% PIK, 1.00% Floor	12/31/24			86,254		85,978			86,254	(28)
	First Lien Secured Debt	L+1025 PIK, 1.00% Floor	12/31/24			2,777		2,710			2,777	(28)
	First Lien Secured Debt	L+650 Cash plus 1.50% PIK, 1.00% Floor	12/31/24			2,011		1,899			2,011	(28)
	First Lien Secured Debt - Revolver	L+500, 1.00% Floor	12/31/24			10,000		8,945			8,956	(21)(23)(28)
	Preferred Equity - Preferred Equity	N/A	N/A		7,800 Shares			6,000			22,500	(13)(24)
								105,532			122,498
Dairy.com
Momentx Corporation	First Lien Secured Debt	SOFR+575, 1.00% Floor	06/24/27			15,200		14,964			14,934	(9)(32)
	First Lien Secured Debt - Revolver	SOFR+575, 1.00% Floor	06/24/27			1,257		651			649	(9)(21)(23)(32)
								15,615			15,583
Digital.ai
Digital.ai Software Holdings, Inc.	First Lien Secured Debt	L+700, 1.00% Floor	02/10/27			22,185		21,722			21,520	(9)(28)
	First Lien Secured Debt - Revolver	L+650, 1.00% Floor	02/10/27			2,419		514			444	(9)(21)(23)(28)
								22,236			21,964
GoHealth
Norvax, LLC	First Lien Secured Debt - Revolver	L+650, 1.00% Floor	09/13/24			3,182		(27	)		—	(9)(21)(23)
International Cruise & Excursion Gallery, Inc.
International Cruise & Excursion Gallery, Inc.	First Lien Secured Debt	SOFR+535, 1.00% Floor	06/06/25			14,325		14,220			13,715	(31)
Modern Campus
Destiny Solutions U.S., Inc.	First Lien Secured Debt	L+575, 1.00% Floor	06/08/26			25,573		25,102			25,062	(26)
RMCF IV CIV XXXV, L.P.	Common Equity - Common Stock	N/A	N/A		482 Shares			1,000			1,438	(13)
								26,102			26,500
MYCOM
Magnate Holding Corp.	First Lien Secured Debt	L+600, 0.50% Floor	12/16/24			19,039		18,964			18,841	(9)(17)(28)
	First Lien Secured Debt - Revolver	L+600, 0.50% Floor	12/14/23			3,150		3,139			3,122	(9)(17)(23)(28)
								22,103			21,963
New Era Technology, Inc.
New Era Technology, Inc.	First Lien Secured Debt	L+625, 1.00% Floor	10/31/26			32,951		31,744			31,501	(9)(21)(23)(28)
	First Lien Secured Debt - Revolver	L+625, 1.00% Floor	10/30/26			1,732		926			913	(9)(21)(23)(28)
								32,670			32,414
Pro Vigil
Pro-Vigil Holding Company, LLC	First Lien Secured Debt	SOFR+850, 1.00% Floor	01/11/25			23,138		15,353			15,643	(9)(21)(23)(31) (32)(33)
Schlesinger Group
Schlesinger Global, LLC	First Lien Secured Debt	SOFR+600 Cash plus 0.50% PIK, 1.00% Floor	07/12/25			10,296		10,167			10,143	(9)(31)
	First Lien Secured Debt	SOFR+785, 1.00% Floor	07/12/25			953		943			953	(9)(32)
								11,110			11,096

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)		Cost (34)			Fair Value (1)(35)
Simeio
Simeio Group Holdings, Inc.	First Lien Secured Debt	L+550, 1.00% Floor	02/02/26		8,178		8,111			7,933		(9)(26)
	First Lien Secured Debt - Revolver	L+550, 1.00% Floor	02/02/26		1,731		1,256			1,217		(9)(21)(23)(28)
							9,367			9,150
Sirsi Corporation
Sirsi Corporation	First Lien Secured Debt	L+450, 1.00% Floor	03/15/24		5,101		5,080			5,076		(9)(26)
	First Lien Secured Debt - Revolver	L+450, 1.00% Floor	03/15/24		429		(2	)		(2	)	(8)(9)(21)(23)
							5,078			5,074
Springbrook
Springbrook Holding Company, LLC	First Lien Secured Debt	L+575, 1.00% Floor	12/23/26		14,227		14,059			13,913		(26)
	First Lien Secured Debt	SOFR+650, 1.00% Floor	12/23/26		2,354		2,308			2,307		(32)
	First Lien Secured Debt	L+550, 1.00% Floor	12/23/26		1,582		1,569			1,547		(26)
	First Lien Secured Debt - Revolver	L+575, 1.00% Floor	12/23/26		1,463		(15	)		(32	)	(8)(21)(23)
							17,921			17,735
Tax Slayer
MEP-TS Midco, LLC	First Lien Secured Debt	L+600, 1.00% Floor	12/31/26		13,277		13,064			12,813		(9)(29)
	First Lien Secured Debt - Revolver	L+600, 1.00% Floor	12/31/26		1,452		—			(51	)	(8)(9)(21)(23)
							13,064			12,762
UpStack
Upstack Holdco Inc.	First Lien Secured Debt	L+575, 1.00% Floor	08/20/27		31,701		27,456			27,388		(9)(21)(23)(29)
	First Lien Secured Debt - Revolver	L+550, 1.00% Floor	08/20/27		3,000		(64	)		(67	)	(8)(9)(20)(21) (23)
							27,392			27,321
		Total High Tech Industries				$	401,756		$	417,053
Hotel, Gaming, Leisure, Restaurants
Guernsey
Guernsey Holdings SDI LA LLC	First Lien Secured Debt	6.95%	11/18/26	$	1,979	$	1,963		$	1,840		(9)
	First Lien Secured Debt	L+595, 1.00% Floor	11/18/26		1,167		—			(12	)	(8)(9)(23)
							1,963			1,828
PARS Group LLC
PARS Group LLC	First Lien Secured Debt	SOFR+675, 1.50% Floor	04/03/28		10,000		8,916			8,912		(9)(23)(31)
Taco Cabana
YTC Enterprises, LLC	First Lien Secured Debt	L+625, 1.00% Floor	08/16/26		9,817		9,720			9,669		(9)(26)
		Total Hotel, Gaming, Leisure, Restaurants				$	20,599		$	20,409
Insurance
High Street Insurance
High Street Buyer, Inc.	First Lien Secured Debt	L+600, 0.75% Floor	04/14/28	$	29,885	$	29,437		$	29,288		(9)(28)
	First Lien Secured Debt - Revolver	L+600, 0.75% Floor	04/16/27		2,203		(32	)		(44	)	(8)(9)(21)(23)
							29,405			29,244
PGM Holdings Corporation
Turbo Buyer, Inc.	First Lien Secured Debt	L+600, 1.00% Floor	12/02/25		19,083		18,842			18,510		(9)(28)
	First Lien Secured Debt - Revolver	L+575, 1.00% Floor	12/02/25		923		(11	)		(28	)	(8)(9)(21)(23)
							18,831			18,482
Relation Insurance
AQ Sunshine, Inc.	First Lien Secured Debt	SOFR+625, 1.00% Floor	04/15/25		34,595		34,162			34,442		(9)(32)
	First Lien Secured Debt - Revolver	SOFR+625, 1.00% Floor	04/15/24		1,785		746			752		(9)(20)(21)(23) (31)
							34,908			35,194
		Total Insurance				$	83,144		$	82,920

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (34)			Fair Value (1)(35)
Manufacturing, Capital Equipment
AVAD, LLC
Surf Opco, LLC	First Lien Secured Debt - Revolver	L+400, 1.00% Floor	03/17/26	$		16,667	$	13,061		$	12,891		(9)(16)(20)(21) (23)(26)
	Preferred Equity - Class P-1 Preferred	N/A	N/A		33,333 Shares			3,333			6,667		(9)(13)(16)
	Preferred Equity - Class P-2 Preferred	N/A	N/A		85,164 Shares			8,516			3,097		(9)(13)(16)
	Common Equity - Class A-1 Common	N/A	N/A		3,333 Shares			—			190		(9)(13)(16)
								24,910			22,845
Kauffman
Kauffman Holdco, LLC	Common Equity - Common Stock	N/A	N/A		250,000 Shares			250			225		(9)(13)
Kauffman Intermediate, LLC	First Lien Secured Debt	L+575, 1.00% Floor	05/08/25			16,150		16,018			15,759		(9)(30)
	First Lien Secured Debt - Revolver	L+575, 1.00% Floor	05/08/25			1,243		(10	)		(30	)	(8)(9)(21)(23)
								16,258			15,954
MedPlast Holdings Inc.
Viant Medical Holdings, Inc. (fka MedPlast Holdings, Inc.)	Second Lien Secured Debt	L+775, 0.00% Floor	07/02/26			8,000		7,965			7,438		(26)
		Total Manufacturing, Capital Equipment					$	49,133		$	46,237
Media - Diversified & Production
Sonar Entertainment
Sonar Entertainment, Inc.	First Lien Secured Debt	L+760, 1.25% Floor	11/15/21	$		1,564	$	1,562		$	1,243		(9)(11)(26)
	First Lien Secured Debt - Revolver	L+760, 1.25% Floor	11/15/21			1,179		1,137			937		(9)(11)(23)(26)
								2,699			2,180
		Total Media – Diversified & Production					$	2,699		$	2,180
Retail
IPS
SI Holdings, Inc.	First Lien Secured Debt	L+600, 1.00% Floor	07/25/25	$		30,768	$	30,485		$	30,475		(9)(26)
	First Lien Secured Debt - Revolver	L+600, 1.00% Floor	07/25/24			3,413		747			744		(9)(21)(23)(26)
								31,232			31,219
		Total Retail					$	31,232		$	31,219
Telecommunications
Securus Technologies Holdings, Inc.
Securus Technologies Holdings, Inc.	Second Lien Secured Debt	L+825, 1.00% Floor	11/01/25	$		7,128	$	7,096		$	5,845		(28)
		Total Telecommunications					$	7,096		$	5,845
Transportation - Cargo, Distribution
Beacon Mobility
Beacon Mobility Corp.	First Lien Secured Debt	SOFR+560, 1.00% Floor	05/22/24	$		28,108	$	27,792		$	27,678		(9)(31)
	First Lien Secured Debt - Revolver	4.00%	02/04/23			50,000		—			—		(9)(20)(22)(23)
	First Lien Secured Debt - Revolver	L+550, 1.00% Floor	05/22/24			4,145		(50	)		(63	)	(8)(9)(20)(21) (23)
								27,742			27,615

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate	Maturity Date	Par/Shares (12)			Cost (34)			Fair Value (1)(35)
Heniff and Superior
Heniff Holdco, LLC	First Lien Secured Debt	SOFR+575, 1.00% Floor	12/03/26			30,104		29,716			29,502		(9)(32)
	First Lien Secured Debt - Revolver	SOFR+575, 1.00% Floor	12/03/24			3,925		(31	)		(59	)	(8)(9)(20)(21) (23)
								29,685			29,443
MSEA Tankers LLC
MSEA Tankers LLC (5)	Common Equity - Class A Units	N/A	N/A					19,397			4,256		(17)(18)(24)
		Total Transportation – Cargo, Distribution					$	76,824		$	61,314
Utilities - Electric
Congruex
Congruex Group LLC	First Lien Secured Debt	SOFR+575, 0.75% Floor	05/03/29	$		14,925	$	14,580		$	14,589		(9)(32)
		Total Utilities – Electric					$	14,580		$	14,589
Wholesale
Banner Solutions
Banner Buyer, LLC	First Lien Secured Debt	L+575, 1.00% Floor	10/31/25	$		15,181	$	15,047		$	15,044		(9)(26)
	First Lien Secured Debt - Revolver	L+575, 1.00% Floor	10/31/25			1,935		369			370		(9)(21)(23)(26)
Banner Parent Holdings, Inc.	Common Equity - Common Stock	N/A	N/A		6,125 Shares			613			615		(9)(13)
								16,029			16,029
Thomas Scientific
BSP-TS, LP	Common Equity - Common Stock	N/A	N/A		185 Shares			185			235		(9)(13)
Thomas Scientific, LLC	First Lien Secured Debt	L+550, 1.00% Floor	12/14/27			31,572		31,045			31,124		(9)(28)
	First Lien Secured Debt - Revolver	L+550, 1.00% Floor	12/14/27			2,963		(49	)		(42	)	(8)(9)(21)(23)
								31,181			31,317
		Total Wholesale					$	47,210		$	47,346
Total Investments							$	2,607,174		$	2,398,120		(6)(7)

(1)

Fair value is determined in good faith by or under the direction of the Board of Directors of the Company (See Note 2 to the financial statements).

(2)

Preferred and ordinary shares in Solarplicity UK Holdings Limited are GBP denominated equity investments.

(3)

Denotes investments in which the Company owns greater than 25% of the equity, where the governing documents of each entity preclude the Company from exercising a controlling influence over the management or policies of such entity. The Company does not have the right to elect or appoint more than 25% of the directors or another party has the right to elect or appoint more directors than the Company and has the right to appoint certain members of senior management. Therefore, the Company has determined that these entities are not controlled affiliates. As of December 31, 2022, we had a 100% equity ownership interest in Golden Bear 2016-R, LLC, a collateralized loan obligation.

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

(4)

Denotes investments in which we are an “Affiliated Person,” as defined in the 1940 Act, due to holding the power to vote or owning 5% or more of the outstanding voting securities of the investment but not controlling the company. Fair value as of March 31, 2022 and December 31, 2022 along with transactions during the nine months ended December 31, 2022 in these affiliated investments are as follows:


Name of Issuer	Fair Value at March 31, 2022			Gross Additions ●			Gross Reductions ■				Net Change in Unrealized Gains (Losses)				Fair Value at December 31, 2022			Net Realized Gains (Losses)				Interest/ Dividend/ Other Income
1244311 B.C. Ltd., Common Stock	$	976	$		—	$		—		$		(637	)	$		339	$		—		$		—
1244311 B.C. Ltd., Term Loan		3,800			54			—				(24	)			3,830			—				229
AIC SPV Holdings II, LLC, Preferred Equity		355			—			—				(281	)			74			—				73
Carbonfree Chemicals Holdings LLC, Common Stock		42,117			25,074			(20,000	)			(24,765	)			20,202			(2,224	)			—
Carbonfree Chemicals SA LLC, Class B Units		—			—			(25,074	)			25,074				—			—				—
FC2 LLC, Term Loan		—			12,500			—				—				12,500			—				176
FC2 LLC, Common Stock		—			—			—				—				—			—				—
Golden Bear 2016-R, LLC, Membership Interests		10,038			—			—				(625	)			9,413			—				645
GSC Technologies Inc., Term Loan		192			7			(23	)			—				177			—				16
Pelican Energy, LLC, Common Stock		630			—			(792	)			357				195			—				—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series B Preferred Stock		—			—			—				—				—			—				—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series D Preferred Stock		—			—			—				—				—			—				—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series E Preferred Stock		4,988			—			(2,050	)			(2,938	)			—			—				—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Preferred Equity		—			1,000			—				961				1,961			—				—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Common Stock		—			2,050			—				(2,050	)			—			—				—
Renew JV LLC, Membership Interests		613			—			(82	)			(81	)			449			—				—
	$	63,709	$		40,685	$		(48,021	)	$		(5,008	)	$		49,141	$		(2,224	)	$		1,139

● Gross additions includes increases in the basis of investments resulting from new portfolio investments, payment-in-kind interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

■ Gross reductions include decreases in the basis of investments resulting from principal collections related to investment repayments or sales, the amortization of premiums, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

(5)

Denotes investments in which we are deemed to exercise a controlling influence over the management or policies of a company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the investment. Fair value as of March 31, 2022 and December 31, 2022 along with transactions during the nine months ended December 31, 2022 in these controlled investments are as follows:


Name of Issuer	Fair Value at March 31, 2022			Gross Additions ●			Gross Reductions ■				Net Change in Unrealized Gains (Losses)				Fair Value at December 31, 2022			Net Realized Gains (Losses)				Interest/ Dividend/ Other Income
Majority Owned Company
ChyronHego Corporation, Preferred Equity	$	15,553	$		—	$		—		$		6,947		$		22,500	$		—		$		—
ChyronHego Corporation, Revolver		7,076			1,789			—				91				8,956			—				1,044
ChyronHego Corporation, Term Loan		86,969			3,917			—				156				91,042			—				5,998
Dynamic Product Tankers, LLC, Common Stock		3,110			—			(3,063	)			41,322				—			(41,369	)			—
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.), Common Stock		—			—			(2,182	)			30,078				—			(27,896	)			—
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.), Term Loan		6,204			208			(7,666	)			1,253				—			—				1,069
Merx Aviation Finance, LLC, Membership Interests		23,509			110,700			—				(22,763	)			111,446			—				—
Merx Aviation Finance, LLC, Revolver		275,000			—			(125,000	)			—				150,000			—				16,596
MSEA Tankers LLC, Class A Units		34,274			—			(30,862	)			844				4,256			—				—
Controlled Company
SHD Oil & Gas, LLC, Series C Units		4,652			—			(612	)			(3,460	)			580			—				—
SHD Oil & Gas, LLC, Series A Units		—			—			—				—				—			—				—
SHD Oil & Gas, LLC, Tranche C Note		25,470			—			(24,728	)			(742	)			—			—				2,747
	$	481,817	$		116,614	$		(194,113	)	$		53,726		$		388,780	$		(69,265	)	$		27,455

As of December 31, 2022, the Company had a 87%, 100%, 98% and 38% equity ownership interest in ChyronHego Corporation; Merx Aviation Finance, LLC; MSEA Tankers, LLC; and SHD Oil & Gas, LLC (f/k/a Spotted Hawk Development LLC), respectively.

(6)

Aggregate gross unrealized gain and loss for federal income tax purposes is $55,195 and $279,808, respectively. Net unrealized loss is $224,613 based on a tax cost of $2,707,446.

(7)

Substantially all securities are pledged as collateral to our multi-currency revolving credit facility (the “Senior Secured Facility” as defined in Note 7 to the financial statements). As such, these securities are not available as collateral to our general creditors.

(8)

The negative fair value is the result of the commitment being valued below par.

(9)

These are co-investments made with the Company’s affiliates in accordance with the terms of the exemptive order the Company received from the Securities and Exchange Commission (the “SEC”) permitting us to do so. (See Note 4 to the financial statements for discussion of the exemptive order from the SEC.)

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

(10)

(11)

The maturity date for this investment was November 15, 2021. The investment is expected to be paid down in a series of payments subsequent to the stated maturity date.

(12)

Par amount is denominated in USD unless otherwise noted, Euro (“€”), British Pound (“£”), Canadian Dollar (“C$”), and Australian Dollar (“A$”) .

(13)

Non-income producing security.

(14)

Non-accrual status (See Note 2 to the financial statements).

(15)

The underlying investments of AIC SPV Holdings II, LLC is a securitization in which the Company owns preferred shares representing 14.25% economic interest.

(16)

AIC Spotted Hawk Holdings, LLC, AIC SHD Holdings, LLC, AIC Pelican Holdings, LLC, AP Surf Investments, LLC and AIC SB Holdings LLC are wholly-owned special purpose vehicles which only hold investments of the underlying portfolio companies and have no other significant assets or liabilities. AIC Spotted Hawk Holdings, LLC holds equity and debt investments in SHD Oil & Gas, LLC. AIC SHD Holdings LLC holds equity investments in SHD Oil & Gas, LLC. and equity investments in both Carbonfree Chemicals Holdings, LLC and Carbonfree Chemicals SA, LLC. AIC Pelican Holdings, LLC holds an equity investment in Pelican Energy, LLC. AP Surf Investments, LLC holds equity investments in Surf Opco, LLC. AIC SB Holdings LLC holds equity investments in Gainline Galaxy Holdings LLC.

(17)

Investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to change. The Company monitors the status of these assets on an ongoing basis. As of December 31, 2022, non-qualifying assets represented approximately 7.4% of the total assets of the Company.

(18)

As of December 31, 2022, MSEA Tankers, LLC had various classes of limited liability interests outstanding of which the Company holds Class A-1 and Class A-2 units which are identical except that Class A-1 unit is voting and Class A-2 unit is non-voting. The units entitle the Company to appoint two out of three managers to the board of managers.

(19)

Common shares in 1244311 B.C. Ltd. are CAD denominated equity investments.

(20)

As of December 31, 2022, there were letters of credit issued and outstanding through the Company under this first lien senior secured revolving loan.

(21)

The undrawn portion of these committed revolvers and delayed draw term loans includes a commitment and unused fee rate.

(22)

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

(23)

As of December 31, 2022, the Company had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied. See Note 9 to the financial statements for further information on revolving and delayed draw loan commitments, including commitments to issue letters of credit, related to certain portfolio companies.


Name of Issuer	Total Commitment			Drawn Commitment			Letters of Credit **			Undrawn Commitment
A&V Holdings Midco, LLC	$	1,505	$		452	$		—	$		1,053
AMI US Holdings Inc.		2,907			—			—			2,907
AQ Sunshine, Inc.		1,785			757			23			1,005
Activ Software Holdings, LLC		2,407			—			—			2,407
Akoya Biosciences, Inc.		3,375			—			—			3,375
Alcami Corporation		1,781			—			—			1,781
Alpinex Opco, LLC		1,490			596			—			894
Analogic Corporation		1,826			1,617			—			209
Banner Buyer, LLC		1,935			387			—			1,548
Beacon Mobility Corp.		54,145			—			34,978			19,167
Berner Food & Beverage, LLC		2,882			836			—			2,046
CNSI Holdings, LLC		2,000			—			—			2,000
Carbon6 Technologies, Inc.		10,000			—			—			10,000
Celerion Buyer, Inc.		1,918			—			—			1,918
Cerus Corporation		1,500			309			—			1,191
ChyronHego Corporation		10,000			8,956			—			1,044
Club Car Wash Operating, LLC		4,327			—			—			4,327
Compu-Link Corporation		2,273			—			—			2,273
Digital.ai Software Holdings, Inc.		2,419			565			—			1,854
EHL Merger Sub, LLC		4,155			—			—			4,155
Eldrickco Limited*		5,600			430			—			5,170
EmpiRx Health LLC		909			—			227			682
Erickson Inc		25,500			13,682			425			11,393
FPG Services, LLC		6,093			—			—			6,093
Forge Biologics, Inc.		13,333			—			—			13,333
GB001, Inc.		24,000			—			—			24,000
Gabriel Partners, LLC		665			133			—			532
Gateway US Holdings, Inc.		368			167			—			201
Go Car Wash Management Corp.		15,637			—			—			15,637
Graffiti Buyer, Inc.		3,409			526			—			2,883
Guernsey Holdings SDI LA LLC		1,167			—			—			1,167
Gutter Buyer, Inc.		2,727			2,584			143			—
HRO (Hero Digital) Holdings, LLC		10,213			945			31			9,237
HSI HALO Acquisition, Inc.		813			677			—			136
Heniff Holdco, LLC		3,925			—			281			3,644
High Street Buyer, Inc.		2,203			—			—			2,203
Hive Intermediate, LLC		2,326			310			—			2,016
HomeRenew Buyer, Inc.		4,576			392			—			4,184
IMA Group Management Company, LLC		2,799			173			—			2,626
JF Acquisition, LLC		1,569			1,381			—			188
Jacent Strategic Merchandising		3,500			3,457			—			43
KDC US Holdings		6,020			665			33			5,322
KL Charlie Acquisition Company		1,962			432			—			1,530
Kauffman Intermediate, LLC		1,243			—			—			1,243
Kure Pain Holdings, Inc.		2,654			—			—			2,654
LS Clinical Services Holdings, Inc.		1,875			1,875			—			—
Lash OpCo, LLC		1,612			783			—			829
LendingPoint LLC		8,333			8,333			—			—
Lifelong Learner Holdings, LLC		2,985			2,982			—			3
Liqui-Box Holdings, Inc.		3,560			2,753			81			726
MEP-TS Midco, LLC		1,452			—			—			1,452
Magnate Holding Corp.		3,150			3,150			—			—
Marlin DTC-LS Midco 2, LLC		685			—			—			685
Maxor National Pharmacy Services, LLC		1,558			—			—			1,558
Medical Guardian, LLC		8,571			648			—			7,923

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)


Name of Issuer	Total Commitment			Drawn Commitment			Letters of Credit **			Undrawn Commitment
Merx Aviation Finance, LLC		154,677			150,000			4,677			—
Midwest Vision Partners Management, LLC		3,029			612			—			2,417
Momentx Corporation		1,257			670			—			587
Naviga Inc. (fka Newscycle Solutions, Inc.)		500			444			—			56
New Era Technology, Inc.		2,440			952			—			1,488
Norvax, LLC		3,182			—			—			3,182
Orchard Therapeutics PLC		22,333			—			—			22,333
PARS Group LLC		952			—			—			952
PHS Buyer, Inc.		2,000			1,267			—			733
Pace Health Companies, LLC		500			—			118			382
Paladone Group Bidco Limited		3,295			—			—			3,295
Paladone Group Bidco Limited*		427			—			—			427
Paragon 28, Inc.		4,500			—			—			4,500
Partner Therapeutics, Inc.		2,667			570			—			2,097
Precision Refrigeration & Air Conditioning LLC		1,705			—			—			1,705
Premier Imaging, LLC		4,305			—			—			4,305
Pro-Vigil Holding Company, LLC		7,333			—			—			7,333
Project Comfort Buyer, Inc.		3,462			—			—			3,462
Protein For Pets Opco, LLC		2,219			—			—			2,219
Purchasing Power Funding I, LLC		9,113			4,556			—			4,557
Roscoe Medical, Inc		1,393			1,393			—			—
SI Holdings, Inc.		3,413			768			—			2,645
Shelby 2021 Holdings Corp.		1,332			—			—			1,332
Simeio Group Holdings, Inc.		1,731			1,269			—			462
Sirsi Corporation		429			—			—			429
Sonar Entertainment, Inc.		1,179			1,179			—			—
Springbrook Holding Company, LLC		1,463			—			—			1,463
Surf Opco, LLC		16,667			13,061			1,000			2,606
TELA Bio, Inc.		3,333			—			—			3,333
TGG TS Acquisition Company		1,750			—			—			1,750
THLP CO. LLC		4,495			1,942			79			2,474
Telesoft Holdings, LLC		2,273			189			—			2,084
Thomas Scientific, LLC		2,963			—			—			2,963
TissueTech, Inc.		6,250			—			—			6,250
Treace Medical Concepts, Inc.		23,417			400			—			23,017
Trench Plate Rental Co.		1,818			482			106			1,230
Truck-Lite Co., LLC		3,052			—			95			2,957
Turbo Buyer, Inc.		923			—			—			923
U.S. Auto Finance, Inc.		28,334			7,366			—			20,968
USLS Acquisition, Inc.		1,608			884			71			653
Ultimate Baked Goods Midco LLC		3,243			851			385			2,007
Unchained Labs, LLC		3,290			—			—			3,290
Upstack Holdco Inc.		6,600			—			110			6,490
ViewRay Inc.		4,917			250			—			4,667
WelldyneRX, LLC		1,923			—			—			1,923
Westfall Technik, Inc.		2,039			2,039			—			—
Wildcat BuyerCo, Inc.		725			145			30			550
Total Commitments	$	652,078	$		252,242	$		42,893	$		356,943

* These investments are in a foreign currency and the total commitment has been converted to USD using the December 31, 2022 exchange rate.

** For all letters of credit issued and outstanding on December 31, 2022, $42,488 will expire in 2023 and $405 will expire in 2024.

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

(24)

Securities that are exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2022, the aggregate fair value of these securities is $163,906 or 16.59% of the Company's net assets. The acquisition dates of the restricted securities are as follows:


Issuer	Investment Type	Acquisition Date
1244311 B.C. Ltd.	Common Equity - Common Stock	9/30/2020
AIC SPV Holdings II, LLC	Preferred Equity - Preferred Stock	6/1/2017
Carbon6 Technologies, Inc.	Preferred Equity - Preferred Equity	8/22/2022
Carbonfree Chemicals Holdings LLC	Common Equity - Common Equity / Interest	11/19/2019
ChyronHego Corporation	Preferred Equity - Preferred Equity	12/29/2020
Merx Aviation Finance, LLC	Common Equity - Membership Interests	5/22/2013
MSEA Tankers LLC	Common Equity - Class A Units	12/12/2014
Owl Parent Holdings, LLC	Common Equity - Common Stock	2/4/2022
Pelican Energy, LLC	Common Equity - Membership Interests	3/28/2012
Project Comfort Buyer, Inc.	Preferred Equity - Preferred Equity	5/16/2022
Renew Financial LLC (f/k/a Renewable Funding, LLC)	Common Equity - Common Stock	12/23/2020
Renew Financial LLC (f/k/a Renewable Funding, LLC)	Preferred Equity - Series D Preferred Stock	10/1/2015
Renew Financial LLC (f/k/a Renewable Funding, LLC)	Preferred Equity - Series B Preferred Stock	4/9/2014
Renew Financial LLC (f/k/a Renewable Funding, LLC)	Preferred Equity - Preferred Equity	7/12/2022
Renew JV LLC	Common Equity - Membership Interests	3/20/2017
SHD Oil & Gas, LLC	Common Equity - Series C Units	12/27/2012
SHD Oil & Gas, LLC	Common Equity - Series A Units	11/18/2016
SMC IR Holdings, LLC	Common Equity - Common Stock	3/8/2022
Trench Safety Solutions Holdings, LLC	Common Equity - Series A-1 Units	4/29/2022
Wm. Bolthouse Farms, Inc.	Common Equity - Equity Interests	7/28/2022
FC2 LLC	Common Equity - Common Stock	10/14/2022
HSI Halo Holdings, LLC	Common Equity - Common Stock	11/9/2022

(25)

The interest rate on these loans is subject to Prime, which as of December 31, 2022 was 7.50%

(26)

The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2022 was 4.39%

(27)

The interest rate on these loans is subject to SONIA, which as of December 31, 2022 was 3.43%

(28)

The interest rate on these loans is subject to 3 months LIBOR, which as of December 31, 2022 was 4.77%

(29)

The interest rate on these loans is subject to 6 months LIBOR, which as of December 31, 2022 was 5.14%

(30)

The interest rate on these loans is subject to 12 months LIBOR, which as of December 31, 2022 was 5.48%

(31)

The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2022 was 4.36%

(32)

The interest rate on these loans is subject to 3 months SOFR, which as of December 31, 2022 was 4.59%

(33)

The interest rate on these loans is subject to 6 months SOFR, which as of December 31, 2022 was 4.78%

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

(34)

The following shows the composition of the Company’s portfolio at cost by control designation, investment type and industry as of December 31, 2022:


Industry	First Lien - Secured Debt		Second Lien - Secured Debt		Unsecured Debt		Structured Products and Other		Preferred Equity		Common Equity/Interests		Warrants		Total
Non-Controlled / Non-Affiliated Investments
Advertising, Printing & Publishing	$	43,489	$	—	$	—	$	—	$	—	$	432	$	—	$	43,921
Aerospace & Defense		13,659		—		—		—		—		—		—		13,659
Automotive		59,964		23,621		—		—		—		350		—		83,935
Aviation and Consumer Transport		17,129		—		—		—		—		—		—		17,129
Beverage, Food & Tobacco		101,929		—		—		—		448		1,409		—		103,786
Business Services		211,239		67,049		—		—		89		1,971		—		280,348
Chemicals, Plastics & Rubber		23,188		—		—		—		—		—		—		23,188
Construction & Building		31,287		—		—		—		—		500		—		31,787
Consumer Goods – Durable		20,534		—		—		—		—		107		—		20,641
Consumer Goods – Non-durable		72,495		—		—		—		492		2,135		—		75,122
Consumer Services		166,266		—		—		—		—		—		—		166,266
Diversified Investment Vehicles, Banking, Finance, Real Estate		34,207		—		—		—		—		—		—		34,207
Education		36,394		—		—		—		—		—		—		36,394
Energy – Electricity		7,231		—		—		—		5,623		3		—		12,857
Healthcare & Pharmaceuticals		465,242		—		50		—		583		725		389		466,989
High Tech Industries		295,224		—		—		—		—		1,000		—		296,224
Hotel, Gaming, Leisure, Restaurants		20,599		—		—		—		—		—		—		20,599
Insurance		83,144		—		—		—		—		—		—		83,144
Manufacturing, Capital Equipment		29,069		7,965		—		—		11,849		250		—		49,133
Media – Diversified & Production		2,699		—		—		—		—		—		—		2,699
Retail		31,232		—		—		—		—		—		—		31,232
Telecommunications		—		7,096		—		—		—		—		—		7,096
Transportation – Cargo, Distribution		57,427		—		—		—		—		—		—		57,427
Utilities – Electric		14,580		—		—		—		—		—		—		14,580
Wholesale		46,412		—		—		—		—		798		—		47,210
Total Non-Controlled / Non-Affiliated Investments	$	1,884,639	$	105,731	$	50	$	—	$	19,084	$	9,680	$	389	$	2,019,573
Non-Controlled / Affiliated Investments
Chemicals, Plastics & Rubber	$	12,500	$	—	$	—	$	—	$	—	$	56,505	$	—	$	69,005
Consumer Goods – Durable		4,302		—		—		—		—		1,000		—		5,302
Diversified Investment Vehicles, Banking, Finance, Real Estate		—		—		—		16,998		—		—		—		16,998
Energy – Electricity		—		—		—		—		15,446		2,285		—		17,731
Energy – Oil & Gas		—		—		—		—		—		12,271		—		12,271
Total Non-Controlled / Affiliated Investments	$	16,802	$	—	$	—	$	16,998	$	15,446	$	72,061	$	—	$	121,307

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)


Industry	First Lien - Secured Debt		Second Lien - Secured Debt		Unsecured Debt		Structured Products and Other		Preferred Equity		Common Equity/Interests		Warrants		Total
Controlled Investments
Aviation and Consumer Transport	$	150,000	$	—	$	—	$	—	$	—	$	146,500	$	—	$	296,500
Energy – Oil & Gas		—		—		—		—		—		44,865		—		44,865
High Tech Industries		99,532		—		—		—		6,000		—		—		105,532
Transportation – Cargo, Distribution		—		—		—		—		—		19,397		—		19,397
Total Controlled Investments	$	249,532	$	—	$	—	$	—	$	6,000	$	210,762	$	—	$	466,294
Total	$	2,150,973	$	105,731	$	50	$	16,998	$	40,530	$	292,503	$	389	$	2,607,174

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

(35)

The following shows the composition of the Company’s portfolio at fair value by control designation, investment type and industry as of December 31, 2022:


Industry	First Lien - Secured Debt			Second Lien - Secured Debt			Unsecured Debt			Structured Products and Other			Preferred Equity			Common Equity/Interests			Warrants			Total			% of Net Assets
Non-Controlled / Non-Affiliated Investments
Advertising, Printing & Publishing	$	42,741		$	—		$	—		$	—		$	—		$	472		$	—		$	43,213			4.37	%
Aerospace & Defense		13,427			—			—			—			—			—			—			13,427			1.36	%
Automotive		58,627			1,402			—			—			—			410			—			60,439			6.12	%
Aviation and Consumer Transport		17,172			—			—			—			—			—			—			17,172			1.74	%
Beverage, Food & Tobacco		101,276			—			—			—			234			2,201			—			103,711			10.50	%
Business Services		208,092			55,996			—			—			89			2,721			—			266,898			27.01	%
Chemicals, Plastics & Rubber		22,700			—			—			—			—			—			—			22,700			2.30	%
Construction & Building		30,621			—			—			—			—			248			—			30,869			3.12	%
Consumer Goods – Durable		20,670			—			—			—			—			540			—			21,210			2.15	%
Consumer Goods – Non-durable		72,447			239			—			—			45			1,176			—			73,907			7.48	%
Consumer Services		163,820			—			—			—			—			—			—			163,820			16.58	%
Diversified Investment Vehicles, Banking, Finance, Real Estate		34,100			—			—			—			—			—			—			34,100			3.45	%
Education		35,890			—			—			—			—			—			—			35,890			3.63	%
Energy – Electricity		2,009			—			—			—			—			—			—			2,009			0.20	%
Healthcare & Pharmaceuticals		463,603			—			50			—			892			3,457			474			468,476			47.41	%
High Tech Industries		293,117			—			—			—			—			1,438			—			294,555			29.81	%
Hotel, Gaming, Leisure, Restaurants		20,409			—			—			—			—			—			—			20,409			2.07	%
Insurance		82,920			—			—			—			—			—			—			82,920			8.39	%
Manufacturing, Capital Equipment		28,620			7,437			—			—			9,763			417			—			46,237			4.68	%
Media – Diversified & Production		2,180			—			—			—			—			—			—			2,180			0.22	%
Retail		31,219			—			—			—			—			—			—			31,219			3.16	%
Telecommunications		—			5,845			—			—			—			—			—			5,845			0.59	%
Transportation – Cargo, Distribution		57,058			—			—			—			—			—			—			57,058			5.77	%
Utilities – Electric		14,589			—			—			—			—			—			—			14,589			1.48	%
Wholesale		46,496			—			—			—			—			850			—			47,346			4.79	%
Total Non-Controlled / Non-Affiliated Investments	$	1,863,803		$	70,919		$	50		$	—		$	11,023		$	13,930		$	474		$	1,960,199			198.38	%
% of Net Assets		188.62	%		7.18	%		0.01	%		0.00	%		1.12	%		1.41	%		0.05	%		198.38	%
Non-Controlled / Affiliated Investments
Chemicals, Plastics & Rubber	$	12,500		$	—		$	—		$	—		$	—		$	20,202		$	—		$	32,702			3.31	%
Consumer Goods – Durable		4,007			—			—			—			—			340			—			4,347			0.44	%
Diversified Investment Vehicles, Banking, Finance, Real Estate		—			—			—			9,413			—			—			—			9,413			0.95	%
Energy – Electricity		—			—			—			—			2,035			449			—			2,484			0.25	%
Energy – Oil & Gas		—			—			—			—			—			195			—			195			0.02	%
Total Non-Controlled / Affiliated Investments	$	16,507		$	—		$	—		$	9,413		$	2,035		$	21,186		$	—		$	49,141			4.97	%
% of Net Assets		1.67	%		0.00	%		0.00	%		0.95	%		0.21	%		2.14	%		0.00	%		4.97	%

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)


Industry	First Lien - Secured Debt			Second Lien - Secured Debt			Unsecured Debt			Structured Products and Other			Preferred Equity			Common Equity/Interests			Warrants			Total			% of Net Assets
Controlled Investments
Aviation and Consumer Transport	$	150,000		$	—		$	—		$	—		$	—		$	111,446		$	—		$	261,446			26.46	%
Energy – Oil & Gas		—			—			—			—			—			580			—			580			0.06	%
High Tech Industries		99,999			—			—			—			22,499			—			—			122,498			12.40	%
Transportation – Cargo, Distribution		—			—			—			—			—			4,256			—			4,256			0.43	%
Total Controlled Investments	$	249,999		$	—		$	—		$	—		$	22,499		$	116,282		$	—		$	388,780			39.35	%
% of Net Assets		25.30	%		0.00	%		0.00	%		0.00	%		2.28	%		11.77	%		0.00	%		39.35	%
Total	$	2,130,309		$	70,919		$	50		$	9,413		$	35,557		$	151,398		$	474		$	2,398,120			242.70	%
% of Net Assets		215.60	%		7.18	%		0.01	%		0.95	%		3.60	%		15.32	%		0.05	%		242.70	%

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)


Industry Classification		Percentage of Total Investments (at Fair Value) as of December 31, 2022
Healthcare & Pharmaceuticals		19.5%
High Tech Industries		17.4%
Aviation and Consumer Transport		11.6%
Business Services		11.1%
Consumer Services		6.8%
Beverage, Food & Tobacco		4.3%
Insurance		3.5%
Consumer Goods – Non-durable		3.1%
Transportation – Cargo, Distribution		2.6%
Automotive		2.5%
Chemicals, Plastics & Rubber		2.3%
Wholesale		2.0%
Manufacturing, Capital Equipment		1.9%
Diversified Investment Vehicles, Banking, Finance, Real Estate		1.8%
Advertising, Printing & Publishing		1.8%
Education		1.5%
Retail		1.3%
Construction & Building		1.3%
Consumer Goods – Durable		1.1%
Hotel, Gaming, Leisure, Restaurants		0.9%
Utilities – Electric		0.6%
Aerospace & Defense		0.6%
Telecommunications		0.2%
Energy – Electricity		0.2%
Media – Diversified & Production		0.1%
Energy – Oil & Gas		0.0%
Total Investments		100.0%

See notes to financial statements.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited)

(In thousands, except share and per share data)

Note 1. Organization

MidCap Financial Investment Corporation (the “Company,” “MFIC,” “we,” “us,” or “our”), a Maryland corporation incorporated on February 2, 2004, is a closed-end, externally managed, diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). In addition, for tax purposes we have elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). We commenced operations on April 8, 2004 receiving net proceeds of $870,000 from our initial public offering by selling 62 million shares of common stock at a price of $15.00 per share (20.7 million shares at a price of $45.00 per share adjusted for the one-for-three reverse stock split). Since then, and through September 30, 2023, we have raised approximately $2,240,067 in net proceeds from additional offerings of common stock and repurchased common stock for $248,107.

On August 1, 2022, the Company changed its name from "Apollo Investment Corporation" to "MidCap Financial Investment Corporation". Our common stock began to trade under the ticker “MFIC” on the NASDAQ Global Stock Market on August 12, 2022.

On November 3, 2022, the Company's Board changed the Company’s fiscal year end from March 31 to December 31, effective December 31, 2022.

Apollo Investment Administration, LLC (the “Administrator” or “AIA”), an affiliate of AGM, provides, among other things, administrative services and facilities for the Company. Furthermore, AIA provides on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance.

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

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Note 2. Significant Accounting Policies

The following is a summary of the significant accounting and reporting policies used in preparing the financial statements.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the requirements on Form 10-Q, ASC 946, Financial Services — Investment Companies (“ASC 946”), and Articles 6, 10 and 12 of Regulation S-X. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of the financial statements for the periods presented, have been included.

Under the 1940 Act, ASC 946, and the regulations pursuant to Article 6 of Regulation S-X, we are precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services to benefit us.

These financial statements should be read in conjunction with the audited financial statements and accompanying notes included in our Transition Report on Form 10-KT for the nine months ended December 31, 2022.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of income, expenses, gains and losses during the reported periods. Changes in the economic environment, financial markets, credit worthiness of our portfolio companies, the global outbreak of a novel coronavirus (COVID-19) and any other parameters used in determining these estimates could cause actual results to differ materially.

Cash and Cash Equivalents

The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and near maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less from the date of purchase would qualify, with limited exceptions. The Company deems that certain money market funds, U.S. Treasury bills, repurchase agreements, and other high-quality, short-term debt securities would qualify as cash equivalents.

Cash and cash equivalents are carried at cost which approximates fair value. Cash and cash equivalents held as of September 30, 2023 was $42,951. Cash and cash equivalents held as of December 31, 2022 was $84,713.

Collateral on Option Contracts

Collateral on option contracts represents restricted cash held by our counterparty as collateral against our derivative instruments until such contracts mature or are settled upon per agreement of buyer and seller of the contract. In accordance with ASC 230, Statement of Cash Flows, the Statements of Cash Flows outline the changes in cash, including both restricted and unrestricted cash, cash equivalents and foreign currencies. As of and for the periods ended September 30, 2023 and December 31, 2022 the Company did not hold any derivative contracts.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Investment Transactions

Investments are recognized when we assume an obligation to acquire a financial instrument and assume the risks for gains and losses related to that instrument. Investments are derecognized when we assume an obligation to sell a financial instrument and forego the risks for gains or losses related to that instrument. Specifically, we record all security transactions on a trade date basis. Amounts for investments recognized or derecognized but not yet settled are reported as a receivable for investments sold and a payable for investments purchased, respectively, in the Statements of Assets and Liabilities.

Fair Value Measurements

The Company follows guidance in ASC 820, Fair Value Measurement (“ASC 820”), where fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are determined within a framework that establishes a three-tier hierarchy which maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities.

ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for the asset or liability.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. The level assigned to the investment valuations may not be indicative of the risk or liquidity associated with investing in such investments. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may differ materially from the values that would be received upon an actual disposition of such investments.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Investment Valuation Process

The Board has designated the Investment Adviser as its "valuation designee" pursuant to Rule 2a-5 under the 1940 Act, and in that role the Investment Adviser is responsible for performing fair value determinations relating to all of the Company's investments, including periodically assessing and managing any material valuation risks and establishing and applying fair value methodologies, in accordance with valuation policies and procedures that have been approved by the Company's Board of Directors (the "Board"). Even though the Company's Board of Directors designated the Company's Investment Adviser as "valuation designee," the Company's Board of Directors continues to be responsible for overseeing the processes for determining fair valuation.

Under the Company's valuation policies and procedures, the Investment Adviser values investments, including certain secured debt, unsecured debt and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations (unless they are deemed not to represent fair value). We attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker, primary market dealer or other independent pricing service). We utilize mid-market pricing as a practical expedient for fair value unless a different point within the range is more representative. If and when market quotations are unavailable or are deemed not to represent fair value, we typically utilize independent third party valuation firms to assist us in determining fair value. Accordingly, such investments go through our multi-step valuation process as described below. In each case, our independent third party valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations for such investments. Investments purchased within the quarter before the valuation date and debt investments with remaining maturities of 60 days or less may each be valued at cost with interest accrued or discount accreted/premium amortized to the date of maturity (although they are typically valued at available market quotations), unless such valuation, in the judgment of our Investment Adviser, does not represent fair value. In this case such investments shall be valued at fair value as determined in good faith by or under the direction of the Investment Adviser including using market quotations where available. Investments that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Investment Adviser. Such determination of fair values may involve subjective judgments and estimates.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Investment Adviser undertakes a multi-step valuation process each quarter, as described below:

Our quarterly valuation process begins with independent valuation firms conducting independent appraisals and assessments for all the investments they have been engaged to review. If an independent valuation firm is not engaged
during a particular quarter, the valuation may be conducted by the Investment Adviser;

Preliminary valuation conclusions are then documented and discussed with senior management of our Investment Adviser.

The Investment Adviser discusses valuations and determines in good faith the fair value of each investment in our portfolio based on the input of the applicable independent valuation firm.

For Level 3 investments entered into within the current quarter, the cost (purchase price adjusted for accreted original issue discount/amortized premium) or any recent comparable trade activity on the security investment shall be considered to reasonably approximate the fair value of the investment, provided that no material change has since occurred in the issuer’s business, significant inputs or the relevant environment.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Investments determined by these valuation procedures which have a fair value of less than $1 million during the prior fiscal quarter may be valued based on inputs identified by the Investment Adviser without the necessity of obtaining valuation from an independent valuation firm, if once annually an independent valuation firm using the procedures described herein provides an independent assessment of value. Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, seniority of investment in the investee company’s capital structure, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, our principal market (as the reporting entity) and enterprise values, among other factors. When readily available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process. During the three months ended September 30, 2023, there were no significant changes to the Company’s valuation techniques and related inputs considered in the valuation process.

Derivative Instruments

The Company recognizes all derivative instruments as assets or liabilities at fair value in its financial statements. Derivative contracts entered into by the Company are not designated as hedging instruments, and as a result the Company presents changes in fair value and realized gains or losses through current period earnings.

Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management process. The derivatives may require the Company to pay or receive an upfront fee or premium. These upfront fees or premiums are carried forward as cost or proceeds to the derivatives.

Exchange-traded derivatives which include put and call options are valued based on the last reported sales price on the date of valuation. Over-the-counter (“OTC”) derivatives, including credit default swaps, are valued by the Investment Adviser using quotations from counterparties. In instances where models are used, the value of the OTC derivative is derived from the contractual terms of, and specific risks inherent in, the instrument as well as the availability and reliability of observable inputs, such as credit spreads.

As of and for the periods ended September 30, 2023 and December 31, 2022, the Company did not hold any derivative contracts.

Offsetting Assets and Liabilities

The Company has elected not to offset cash collateral against the fair value of derivative contracts. The fair values of these derivatives are presented on a gross basis, even when derivatives are subject to master netting agreements.

As of and for the periods ended September 30, 2023 and December 31, 2022, the Company did not hold any derivative contracts.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Valuation of Other Financial Assets and Financial Liabilities

ASC 825, Financial Instruments, permits an entity to choose, at specified election dates, to measure certain assets and liabilities at fair value (the “Fair Value Option”). We have not elected the Fair Value Option to report selected financial assets and financial liabilities. Debt issued by the Company is reported at amortized cost (see Note 6 to the financial statements). The carrying value of all other financial assets and liabilities approximates fair value due to their short maturities or their close proximity of the originations to the measurement date.

Realized Gains or Losses

Security transactions are accounted for on a trade date basis. Realized gains or losses on investments are calculated by using the specific identification method. Securities that have been called by the issuer are recorded at the call price on the call effective date.

Investment Income Recognition

The Company records interest and dividend income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Some of our loans and other investments, including certain preferred equity investments, may have contractual payment-in-kind (“PIK”) interest or dividends. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, the Company capitalizes the accrued interest or dividends receivable (reflecting such amounts as the basis in the additional securities received). PIK generally becomes due at maturity of the investment or upon the investment being called by the issuer. At the point the Company believes PIK is not fully expected to be realized, the PIK investment will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are reversed from the related receivable through interest or dividend income, respectively. The Company does not reverse previously capitalized PIK interest or dividends. Upon capitalization, PIK is subject to the fair value estimates associated with their related investments. PIK investments on non-accrual status are restored to accrual status if the Company believes that PIK is expected to be realized.

Investments that are expected to pay regularly scheduled interest and/or dividends in cash are generally placed on non-accrual status when principal or interest/dividend cash payments are past due 30 days or more and/or when it is no longer probable that principal or interest/dividend cash payments will be collected. Such non-accrual investments are restored to accrual status if past due principal and interest or dividends are paid in cash, and in management’s judgment, are likely to continue timely payment of their remaining interest or dividend obligations. Interest or dividend cash payments received on non-accrual designated investments may be recognized as income or applied to principal depending upon management’s judgment.

Loan origination fees, original issue discount (“OID”), and market discounts are capitalized and accreted into interest income over the respective terms of the applicable loans using the effective interest method or straight-line, as applicable. Upon the prepayment of a loan, prepayment premiums, any unamortized loan origination fees, OID, or market discounts are recorded as interest income. Other income generally includes amendment fees, bridge fees, and structuring fees which are recorded when earned.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The Company records as dividend income the accretable yield from its beneficial interests in structured products such as CLOs based upon a number of cash flow assumptions that are subject to uncertainties and contingencies. Such assumptions include the rate and timing of principal and interest receipts (which may be subject to prepayments and defaults) of the underlying pool of assets. These assumptions are updated on at least a quarterly basis to reflect changes related to a particular security, actual historical data, and market changes. A structured product investment typically has an underlying pool of assets. Payments on structured product investments are and will be payable solely from the cash flows from such assets. As such, any unforeseen event in these underlying pools of assets might impact the expected recovery of principal and future accrual of income.

Expenses

Expenses include management fees, performance-based incentive fees, interest expense, insurance expenses, administrative service fees, legal fees, directors’ fees, audit and tax service expenses, third-party valuation fees and other general and administrative expenses. Expenses are recognized on an accrual basis.

Financing Costs

The Company records expenses related to shelf filings and applicable offering costs as deferred financing costs in the Statements of Assets and Liabilities. To the extent such expenses relate to equity offerings, these expenses are charged as a reduction of capital upon utilization, in accordance with ASC 946-20-25, or charged to expense if no offering is completed.

The Company records origination and other expenses related to its debt obligations as deferred financing costs. The deferred financing cost for all outstanding debt is presented as a direct deduction from the carrying amount of the related debt liability, except that incurred under the Senior Secured Facility (as defined in Note 6 to the financial statements), which the Company presents as an asset on the Statements of Assets and Liabilities. These expenses are deferred and amortized as part of interest expense using the straight-line method over the stated life of the obligation which approximates the effective yield method. In the event that we modify or extinguish our debt before maturity, the Company follows the guidance in ASC 470-50, Modification and Extinguishments (“ASC 470-50”). For modifications to or exchanges of our Senior Secured Facility (as defined in Note 6 to the financial statements), any unamortized deferred financing costs relating to lenders who are not part of the new lending group are expensed. For extinguishments of our senior secured notes and senior unsecured notes, any unamortized deferred financing costs are deducted from the carrying amount of the debt in determining the gain or loss from the extinguishment.

Foreign Currency Translations

The accounting records of the Company are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the foreign exchange rate on the date of valuation. The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. The Company’s investments in foreign securities may involve certain risks, including without limitation: foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments and therefore the earnings of the Company.

Dividends and Distributions

Dividends and distributions to common stockholders are recorded as of the ex-dividend date. The amount to be paid out as a distribution is determined by the Board of Directors each quarter. Net realized capital gains, if any, are generally distributed or deemed distributed at least annually. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Share Repurchases

In connection with the Company’s share repurchase program, the cost of shares repurchased is charged to net assets on the trade date.

Federal and State Income Taxes

We have elected to be treated as a RIC under the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must (among other requirements) meet certain source-of-income and asset diversification requirements and timely distribute to its stockholders at least 90% of its investment company taxable income as defined by the Code, for each year. The Company (among other requirements) has made and intends to continue to make the requisite distributions to its stockholders, which will generally relieve the Company from corporate-level income taxes. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to stockholders through September 30, 2023 may include return of capital, however, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until we file our tax return for the tax year ending December 31, 2023. The character of income and gains that we will distribute is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to stockholder dividend and distributions and other permanent book and tax difference are reclassified to paid-in capital.

If we do not distribute (or are not deemed to have distributed) at least 98% of our annual ordinary income and 98.2% of our capital gains in the calendar year earned, we will generally be required to pay excise tax equal to 4% of the amount by which 98% of our annual ordinary income and 98.2% of our capital gains exceed the distributions from such taxable income for the year. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, we accrue excise taxes, if any, on estimated undistributed taxable income.

If we fail to satisfy the annual distribution requirement or otherwise fail to qualify as a RIC in any taxable year, we would be subject to tax on all of our taxable income at regular corporate rates. Distribution would generally be taxable to our individual and other non-corporate taxable stockholders as ordinary dividend income eligible for the reduced maximum rate applicable to qualified dividend income to the extent of our current and accumulated earnings and profits provided certain holding period and other requirements are met. Subject to certain limitation under the Code, corporate distributions would be eligible for the dividend-received deduction. To qualify again to be taxed as a RIC in a subsequent year, we would be required to distribute to our stockholders our accumulated earnings and profits attributable to non RIC years. In addition, if we failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, we would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of five years.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

We follow ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other operating expenses in the financial statements. As of September 30, 2023, there were no uncertain tax positions and no amounts accrued for interest or penalties. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although we file both federal and state income tax returns, our major tax jurisdiction is federal.

Retroactive Adjustments for Common Stock Reverse Split

The Company’s Board of Directors approved a one-for-three reverse stock split of the Company’s common stock on October 30, 2018, which was effective as of close of business as of November 30, 2018 (the “Reverse Stock Split”). All common share and common per share amounts in the financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to this reverse stock split as disclosed in Note 7.

Note 3. Related Party Agreements and Transactions

Investment Advisory Agreement with AIM

The Company has an investment advisory management agreement with the Investment Adviser (the “Investment Advisory Agreement”) under which AIM receives a fee from the Company, consisting of two components — a base management fee and a performance-based incentive fee.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Base Management Fee

The base management fee is calculated at an annual rate of 1.75% (0.4375% per quarter) of the Company's net asset value as of the final business day of the prior calendar quarter; provided, however, that the base management fee shall not be greater than 1.50% (0.375% per quarter) of the lesser of (i) the average of the value of the Company's gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters and (ii) the average monthly value (measured as of the last day of each month) of the Company's gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) during the most recently completed calendar quarter. The base management fee is payable quarterly in arrears. The value of the Company's gross assets is calculated in accordance with the Company's valuation procedures.

For the period from April 1, 2018 to December 31, 2022, the base management fee was calculated initially at an annual rate of 1.50% (0.375% per quarter) of the lesser of (i) the average of the value of the Company’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters and (ii) the average monthly value (measured as of the last day of each month) of the Company’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) during the most recently completed calendar quarter; provided, however, in each case, the base management fee was calculated at an annual rate of 1.00% (0.250% per quarter) of the average of the value of the Company’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) that exceeds the product of (A) 200% and (B) the value of the Company’s net asset value at the end of the prior calendar quarter. The base management fee was payable quarterly in arrears. The value of the Company’s gross assets was calculated in accordance with the Company's valuation procedures.

Performance-based Incentive Fee

The incentive fee (the “Incentive Fee”) consists of two components that are determined independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on income and a portion is based on capital gains, each as described below:

(i) Incentive Fee on Pre-Incentive Fee Net Income - effective January 1, 2023

The Incentive Fee on pre-incentive fee net investment income is determined and paid quarterly in arrears by calculating the amount by which (x) the aggregate amount of the pre-incentive fee net investment income with respect of the current calendar quarter and each of the eleven preceding calendar quarters (in either case, the “Trailing Twelve Quarters”) exceeds (y) the preferred return amount in respect of the Trailing Twelve Quarters; provided, however, that the pre-incentive fee net investment income in respect of the current calendar quarter exceeds the multiple of (A) 1.75% and (B) the Company's net asset value at the beginning of such calendar quarter. For the purposes of the Incentive Fee calculations, each calendar quarter comprising the relevant Trailing Twelve Quarters that commenced prior to January 1, 2023 shall be known as a “Legacy Fee Quarter” while a calendar quarter that commenced on or after January 1, 2023 shall be known as a “Current Fee Quarter.”

The preferred return amount is determined on a quarterly basis, and is calculated by summing the amounts obtained by multiplying 1.75% by the Company’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The preferred return amount is calculated after making appropriate adjustments to the Company’s net asset value at the beginning of each applicable calendar quarter for Company capital issuances and distributions during the applicable calendar quarter.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The amount of the Incentive Fee on Income that is paid to the Investment Adviser for a particular quarter equals the excess of the incentive fee on pre-incentive fee net investment income, so calculated less the aggregate incentive fee on pre-incentive fee net investment income that were paid to the Investment Adviser (excluding waivers, if any) in the preceding eleven calendar quarters comprising the relevant Trailing Twelve Quarters.

The Company will pay the Investment Adviser an incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:

(1) no incentive fee in any calendar quarter in which our pre-incentive fee net investment income for the Trailing Twelve Quarters does not exceed the preferred return amount.

(2) 100% of our pre-incentive fee net investment income for the Trailing Twelve Quarters, if any, that exceeds the preferred return amount but is less than or equal to the catch-up amount, which shall be the sum of (i) the product of 2.1875% multiplied by the Company's net asset value at the beginning of each applicable Legacy Fee Quarter included in the relevant Trailing Twelve Quarters and (ii) the product of 2.1212% multiplied by the Company's net asset value at the beginning of each applicable Current Fee Quarter included in the relevant Trailing Twelve Quarters.

(3) for any quarter in which the Company’s pre-incentive fee net investment income for the Trailing Twelve Quarters exceeds the catch-up amount, the incentive fee shall equal 20.00% for each Legacy Fee Quarter and 17.50% otherwise of the amount of the Company’s pre-incentive fee net investment income for such Trailing Twelve Quarters, provided, however, that the incentive fee on income for any quarter shall not be greater than 20.00% or 17.50%, as applicable, of the amount of the Company's current quarter’s pre-incentive fee net investment income.

The Incentive Fee on Income as calculated is subject to the Incentive Fee Cap. The Incentive Fee Cap in any quarter is an amount equal to (a) 20.00% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Legacy Fee Quarters included in the relevant Trailing Twelve Quarters and 17.50% of the Cumulative Pre-Incentive Fee Net Return during the relevant Current Fee Quarters included in the relevant Trailing Twelve Quarters less (b) the aggregate Incentive Fees on Income that were paid to the Investment Adviser (excluding waivers, if any) in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.

(ii) Incentive Fee on Pre-Incentive Fee Net Income - (January 1, 2019 - December 31, 2022)

For the period from January 1, 2019 to December 31, 2022, the incentive fee on pre-incentive fee net investment income was determined and paid quarterly in arrears by calculating the amount by which (x) the aggregate amount of the pre-incentive fee net investment income with respect of the applicable calendar quarter and each of the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after April 1, 2018 (the “trailing twelve quarters”) exceeds (y) the preferred return amount in respect of the trailing twelve quarters.

The preferred return amount was determined on a quarterly basis, and was calculated by summing the amounts obtained by multiplying 1.75% by the Company’s net asset value at the beginning of each applicable calendar quarter comprising the relevant trailing twelve quarters. The preferred return amount was calculated after making appropriate adjustments to the Company’s net asset value at the beginning of each applicable calendar quarter for Company capital issuances and distributions during the applicable calendar quarter.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The amount of the Incentive Fee on Income that was paid to the Investment Adviser for a particular quarter equaled the excess of the incentive fee on pre-incentive fee net investment income, so calculated less the aggregate incentive fee on pre-incentive fee net investment income that were paid to the Investment Adviser (excluding waivers, if any) in the preceding eleven calendar quarters comprising the relevant trailing twelve quarters.

The Company paid the Investment Adviser an incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:

(1) no incentive fee in any calendar quarter in which our pre-incentive fee net investment income for the trailing twelve quarters did not exceed the preferred return amount.

(2) 100% of our pre-incentive fee net investment income for the trailing twelve quarters, if any, that exceeded the preferred return amount but is less than or equal to an amount (the “catch-up amount”) determined by multiplying 2.1875% by the Company’s net asset value at the beginning of each applicable calendar quarter comprising the relevant trailing twelve quarters.

(3) for any quarter in which the Company’s pre-incentive fee net investment income for the trailing twelve quarters exceeded the catch-up amount, the incentive fee should equal 20% of the amount of the Company’s pre-incentive fee net investment income for such trailing twelve quarters.

The Incentive Fee on Income as calculated was subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter was an amount equal to (a) 20% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant trailing twelve quarters less (b) the aggregate Incentive Fees on Income that were paid to the Investment Adviser (excluding waivers, if any) in the preceding eleven calendar quarters (or portion thereof) comprising the relevant trailing twelve quarters.

For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant trailing twelve quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the trailing twelve quarters less (y) any Net Capital Loss, since April 1, 2018, in respect of the trailing twelve quarters. If, in any quarter, the Incentive Fee Cap was zero or a negative value, the Company shall pay no Incentive Fee on Income to the Investment Adviser in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Incentive Fee on Income calculated in accordance with the calculation described above, the Company shall pay the Investment Adviser the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap was equal to or greater than the Incentive Fee on Income calculated in accordance with the calculation described above, the Company shall pay the Investment Adviser the Incentive Fee on Income for such quarter.

“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.

B. Incentive Fee Based on Cumulative Net Realized Gains

The Incentive Fee on Capital Gains is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory management agreement). This fee shall equal 17.50% of the sum of the Company’s realized capital gains on a cumulative basis, calculated as of the end of each calendar year (or upon termination of investment advisory management agreement), computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any Incentive Fees on Capital Gains previously paid to the Investment Adviser. The aggregate unrealized capital depreciation of the Company shall be calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Company’s portfolio as of the applicable calculation date and (b) the accreted or amortized cost basis of such investment.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Prior to January 1, 2023, the Incentive Fee on Capital Gains was determined and paid in arrears as of the end of each calendar year (or upon termination of the investment advisory management agreement). This fee equaled 20.0% of the sum of the Company’s realized capital gains on a cumulative basis, calculated as of the end of each calendar year (or upon termination of investment advisory management agreement), computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any Incentive Fees on Capital Gains previously paid to the Investment Adviser. The aggregate unrealized capital depreciation of the Company was calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Company’s portfolio as of the applicable calculation date and (b) the accreted or amortized cost basis of such investment.

For accounting purposes only, we are required under GAAP to accrue a theoretical capital gains incentive fee based upon net realized capital gains and unrealized capital gain and loss on investments held at the end of each period. The accrual of this theoretical capital gains incentive fee assumes all unrealized capital gain and loss is realized in order to reflect a theoretical capital gains incentive fee that would be payable to the Investment Adviser at each measurement date. There was no accrual for theoretical capital gains incentive fee for the three and nine months ended September 30, 2023 and 2022. It should be noted that a fee so calculated and accrued would not be payable under the Investment Advisers Act of 1940 (the “Advisers Act”) or the investment advisory management agreement, and would not be paid based upon such computation of capital gains incentive fees in subsequent periods. Amounts actually paid to the Investment Adviser will be consistent with the Advisers Act and formula reflected in the investment advisory management agreement which specifically excludes consideration of unrealized capital gain.

For the three and nine months ended September 30, 2023, the Company recognized $4,374 and $12,972, respectively, of management fees, and $5,917 and $18,233, respectively, of incentive fees before impact of waived fees. For the three and nine months ended September 30, 2022, the Company recognized $8,914 and $26,801, respectively, of management fees, and $3,976 and $6,415, respectively, of incentive fees before impact of waived fees. For the three and nine months ended September 30, 2023 and 2022, no management fees and no incentive fees were waived.

As of September 30, 2023 and December 31, 2022, management and performance-based incentive fees payable were $10,291 and $9,060, respectively.

Fee Offset

On January 16, 2019, the Company and AIM entered into a fee offset agreement in connection with revenue realized by AIM and its affiliates for the management of certain aircraft assets. The Company will receive an offsetting credit against total incentive fees otherwise due to AIM under the investment advisory management agreement. The amount offset will initially be 20% of the management fee revenue earned and incentive fee revenue realized by AIM and its affiliates in connection with managing aircraft assets on related insurance balance sheets (“New Balance Sheet Investments”), new aircraft managed account capital (“New Managed Accounts”) and new dedicated aircraft funds (“New Aircraft Funds”). Once the aggregate capital raised by the New Aircraft Funds or New Managed Accounts and capital invested by the New Balance Sheet Investments exceeds $3 billion cumulatively, the fee offset will step down to 10% of the amount of incremental management fee revenue earned and incentive fee revenue realized by AIM and its affiliates. The fee offset will be in place for seven years, however the incentive fees realized by AIM and its affiliates after this seven-year period from applicable investments that were raised or made within the seven-year period will also be used to offset incentive fees payable to AIM by the Company. The offset will be limited to the amount of incentive fee payable by the Company to AIM and any unapplied fee offset which exceeds the incentive fees payable in a given quarter will carry forward to be credited against the incentive fees payable by the Company in subsequent quarters.

Effective February 21, 2023, Merx and Apollo agreed to terminate the fee offset agreement in exchange for a termination fee of $7.5 million.

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

For the three and nine months ended September 30, 2023, management fee offset was $0 and $274, respectively. For the three and nine months ended September 30, 2022, management fee offset was $87 and 230, respectively.

Administration Agreement with AIA

The Company has also entered into an administration agreement with the Administrator (the “Administration Agreement”) under which AIA provides administrative services for the Company. For providing these services, facilities and personnel, the Company reimburses the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator and requested to be reimbursed by the Administrator in performing its obligations under the Administration Agreement. The expenses include rent and the Company’s allocable portion of compensation and other related expenses for its Chief Financial Officer, Chief Legal Officer and Chief Compliance Officer and their respective staffs. For the three and nine months ended September 30, 2023, the Company recognized administrative services expense under the Administration Agreement of $1,621 and $4,469, respectively. For the three and nine months ended September 30, 2022, the Company recognized administrative services expense under the Administration Agreement of $1,301 and $3,996, respectively. There was no payable to AIA and its affiliates for expenses paid on our behalf as of September 30, 2023 and December 31, 2022.

Administrative Service Expense Reimbursement

Merx Aviation Finance, LLC (“Merx”), a wholly-owned portfolio company of the Company, has entered into an administration agreement with the Administrator (the “Merx Administration Agreement”) under which AIA provides administrative services to Merx and several Merx managed entities. For the three and nine months ended September 30, 2023, the Company recognized administrative service expense reimbursements of $76 and $224, respectively, under the Merx Administration Agreement. For the three and nine months ended September 30, 2022, the Company recognized administrative service expense reimbursements of $75 and $225, respectively.

Debt Expense Reimbursements

The Company has also entered into debt expense reimbursement agreements with Merx and several other portfolio companies, which will reimburse the Company for reasonable out-of-pocket expenses incurred, including any interest, fees or other amounts incurred by the Company in connection with letters of credit issued on their behalf. For the three and nine months ended September 30, 2023, the Company recognized debt expense reimbursements of $327 and $865, respectively, under the debt expense reimbursement agreements. For the three and nine months ended September 30, 2022, the Company recognized debt expense reimbursements of $184 and $376, respectively, under the debt expense reimbursement agreements.

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Co-Investment Activity

We may co-invest on a concurrent basis with affiliates of ours, subject to compliance with applicable regulations and our allocation procedures. Certain types of negotiated co-investments may be made only in accordance with the terms of the exemptive order we received from the SEC permitting us to do so. On December 29, 2021, we received an exemptive order from the SEC, which was amended on January 10, 2023 (the “Order”) permitting us greater flexibility to negotiate the terms of co-investment transactions with certain of our affiliates, including investment funds managed by AIM or its affiliates and Apollo proprietary accounts, subject to the conditions included therein. Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors must be able to reach certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our Board of Directors’ approved criteria. In certain situations where co-investment with one or more funds managed by AIM or its affiliates is not covered by the Order, the personnel of AIM or its affiliates will need to decide which fund will proceed with the investment. Such personnel will make these determinations based on allocation policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations. The Order is subject to certain terms and conditions so there can be no assurance that we will be permitted to co-invest with certain of our affiliates other than in the circumstances currently permitted by regulatory guidance and the Order.

As of September 30, 2023, the Company’s co-investment holdings were 77% of the portfolio or $1,835,453, measured at fair value. On a cost basis, 72% of the portfolio or $1,848,919 were co-investments. As of December 31, 2022, the Company’s co-investment holdings were 74% of the portfolio or $1,783,438, measured at fair value. On a cost basis, 69% of the portfolio or $1,797,140 were co-investments.

Merx Aviation

Effective January 16, 2019, Mr. Gary Rothschild, President and Chief Executive Officer of Merx, became an employee of Apollo Management Holdings, L.P. ("AMH"), an affiliate of the Company’s investment adviser. Mr. Rothschild also retained his role as the President and Chief Executive Officer of Merx.

Effective January 16, 2019, Merx entered into a series of service arrangements with affiliates of AGM. Under a servicing agreement with ACM (the “Servicing Agreement”), Merx serves as technical servicer to aircraft clients of ACM and its affiliates. Under a research support agreement with ACM (the “Research Support Agreement”), Merx employees assist ACM with technical due-diligence and underwriting of new aircraft-related investment opportunities. Under a technical support agreement (the “Technical Support Agreement”), Merx and AMH share the services of Mr. Gary Rothschild, who is the President and Chief Executive Officer of Merx and an employee of AMH. In addition, on the same date the Company and AIM entered into a fee offset agreement in connection with revenue realized by AIM and its affiliates for the management of certain aircraft assets (the “Fee Offset Agreement”) under which the Company receives an offsetting credit against fees otherwise due to AIM under the Investment Advisory Agreement.

In 2022, we announced our plans to reduce our aviation leasing platform that is operating through Merx. Effective February 21, 2023, as a result of the planned reduction and the pending departure of certain Merx personnel, Merx and Apollo agreed to an Amended Servicing Agreement and to terminate the Research Support Agreement, the Technical Support Agreement and the Fee Offset Agreement in exchange for a termination fee of $7.5 million. Under the Amended Servicing Agreement and the subservicing agreement with an affiliate, as part of the February 21, 2023 termination payment, Merx will continue to service certain legacy Apollo aircraft investments during its reduction.

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

On September 1, 2022, $110,700 of the Merx first lien secured revolver held by the Company was converted into common equity. On September 30, 2023, Merx amended its credit agreement and the commitment of the Merx first lien secured revolver decreased to $100,000. The balance of the Merx revolver as of September 30, 2023 was $81,075.

Note 4. Earnings Per Share

The following table sets forth the computation of earnings (loss) per share (“EPS”), pursuant to ASC 260-10, for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,						Nine Months Ended September 30,
		2023			2022			2023			2022
Basic Earnings Per Share
Net increase (decrease) in net assets resulting from operations	$		29,963	$		15,993	$		85,500	$		25,890
Weighted average shares outstanding			65,253,275			64,737,122			65,356,324			63,990,220
Basic earnings (loss) per share	$		0.46	$		0.25	$		1.31	$		0.40

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Note 5. Investments

Fair Value Measurement and Disclosures

The following table shows the composition of our investment portfolio as of September 30, 2023, with the fair value disaggregated into the three levels of the fair value hierarchy in accordance with ASC 820:


					Fair Value Hierarchy
	Cost		Fair Value		Level 1		Level 2		Level 3
First Lien Secured Debt	$	2,097,387	$	2,076,910	$	—	$	—	$	2,076,910
Second Lien Secured Debt		80,142		66,558		—		—		66,558
Unsecured Debt		—		—		—		—		—
Structured Products and Other		46,438		40,761		—		—		40,761
Preferred Equity		25,669		34,343		—		—		34,343
Common Equity/Interests		327,258		150,165		1,380		—		148,785
Warrants		389		371		—		—		371
Total Investments	$	2,577,283	$	2,369,108	$	1,380	$	—	$	2,367,728
Money Market Fund	$	249	$	249	$	249	$	—	$	—
Total Cash Equivalents	$	249	$	249	$	249	$	—	$	—
Total Investments after Cash Equivalents	$	2,577,532	$	2,369,357	$	1,629	$	—	$	2,367,728

The following table shows the composition of our investment portfolio as of December 31, 2022, with the fair value disaggregated into the three levels of the fair value hierarchy in accordance with ASC 820:


					Fair Value Hierarchy
	Cost		Fair Value		Level 1		Level 2		Level 3
First Lien Secured Debt	$	2,150,973	$	2,130,309	$	—	$	—	$	2,130,309
Second Lien Secured Debt		105,731		70,919		—		—		70,919
Unsecured Debt		50		50		—		—		50
Structured Products and Other		16,998		9,413		—		—		9,413
Preferred Equity		40,530		35,557		—		—		35,557
Common Equity/Interests		292,503		151,398		1,761		323		149,314
Warrants		389		474		—		—		474
Total Investments	$	2,607,174	$	2,398,120	$	1,761	$	323	$	2,396,036

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The following table shows changes in the fair value of our Level 3 investments during the three months ended September 30, 2023:


	First Lien Secured Debt (2)			Second Lien Secured Debt (2)			Unsecured Debt			Structured Products and Other			Preferred Equity			Common Equity/Interests			Warrants		Total
Fair value as of June 30, 2023	$	2,116,366		$	68,439		$	26		$	40,437		$	36,385		$	145,937		$	337	$	2,407,927
Net realized gains (losses)		390			(45	)		—			—			—			14			—		359
Net change in unrealized gains (losses)		(2,467	)		209			2			936			(1,883	)		3,163			34		(6	)
Net amortization on investments		1,517			59			—			—			—			—			—		1,576
Purchases, including capitalized PIK (3)		30,799			—			—			—			(159	)		158			—		30,798
Sales (3)		(69,695	)		(2,104	)		(28	)		(612	)		—			(487	)		—		(72,926	)
Transfers out of Level 3 (1)		—			—			—			—			—			—			—		—
Transfers into Level 3 (1)		—			—			—			—			—			—			—		—
Fair value as of September 30, 2023	$	2,076,910		$	66,558		$	—		$	40,761		$	34,343		$	148,785		$	371	$	2,367,728

Net change in unrealized gains (losses) on Level 3 investments still held as of September 30, 2023	$	(2,929	)	$	209		$	—		$	936		$	(138	)	$	(13,492	)	$	34	$	(15,380	)

The following table shows changes in the fair value of our Level 3 investments during the nine months ended September 30, 2023:


	First Lien Secured Debt (2)			Second Lien Secured Debt (2)			Unsecured Debt			Structured Products and Other			Preferred Equity			Common Equity/Interests			Warrants			Total
Fair value as of December 31, 2022	$	2,130,309		$	70,919		$	50		$	9,413		$	35,557		$	149,314		$	474		$	2,396,036
Net realized gains (losses)		3,369			(1,174	)		—			—			—			381			—			2,576
Net change in unrealized gains (losses)		186			21,228			—			1,907			(1,105	)		(21,125	)		(103	)		988
Net amortization on investments		5,979			219			—			—			—			(36	)		—			6,162
Purchases, including capitalized PIK (3)		387,107			—			2			30,052			(109	)		23,783			—			440,835
Sales (3)		(450,040	)		(24,634	)		(52	)		(611	)		—			(4,124	)		—			(479,461	)
Transfers out of Level 3 (1)		—			—			—			—			—			—			—			—
Transfers into Level 3 (1)		—			—			—			—			—			592			—			592
Fair value as of September 30, 2023	$	2,076,910		$	66,558		$	—		$	40,761		$	34,343		$	148,785		$	371		$	2,367,728

Net change in unrealized gains (losses) on Level 3 investments still held as of September 30, 2023	$	(1,257	)	$	(991	)	$	—		$	2,961		$	697		$	(15,291	)	$	(103	)	$	(13,984	)

(1)

Transfers out (if any) of Level 3 are due to an increase in the quantity and reliability of broker quotes obtained and transfers into (if any) Level 3 are due to a decrease in the quantity and reliability of broker quotes obtained as assessed by the Investment Adviser. Transfers are assumed to have occurred at the end of the period. There were no transfers between Level 1 and Level 2 fair value measurements during the period shown.

(2)

Includes unfunded commitments measured at fair value of $(3,497).

(3)

Includes reorganizations and restructuring of investments.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The following table shows changes in the fair value of our Level 3 investments during the three months ended September 30, 2022:


	First Lien Secured Debt (2)			Second Lien Secured Debt (2)			Unsecured Debt		Structured Products and Other			Preferred Equity		Common Equity/Interests			Warrants			Total
Fair value as of June 30, 2022	$	2,297,105		$	93,910		$	—	$	8,957		$	30,953	$	102,186		$	98		$	2,533,209
Net realized gains (losses)		(462	)		—			—		—			—		—			—			(462	)
Net change in unrealized gains (losses)		(7,670	)		(5,070	)		—		(209	)		6,562		(3,569	)		(18	)		(9,974	)
Net amortization on investments		3,244			2,775			—		—			—		—			—			6,019
Purchases, including capitalized PIK (3)		113,223			62			—		—			1,250		110,846			—			225,381
Sales (3)		(273,908	)		(6,227	)		—		—			—		(26,517	)		—			(306,652	)
Transfers out of Level 3 (1)		—			—			—		—			—		—			—			—
Transfers into Level 3 (1)		14,668			—			—		—			—		—			—			14,668
Fair value as of September 30, 2022	$	2,146,200		$	85,450		$	—	$	8,748		$	38,765	$	182,946		$	80		$	2,462,189

Net change in unrealized gains (losses) on Level 3 investments still held as of September 30, 2022	$	(7,816	)	$	(4,214	)	$	—	$	(208	)	$	6,561	$	(3,569	)	$	(18	)	$	(9,264	)

The following table shows changes in the fair value of our Level 3 investments during the nine months ended September 30, 2022:


	First Lien Secured Debt (2)			Second Lien Secured Debt (2)			Unsecured Debt			Structured Products and Other			Preferred Equity		Common Equity/Interests			Warrants			Total
Fair value as of December 31, 2021	$	2,267,313		$	105,014		$	22,000		$	10,821		$	28,957	$	158,515		$	372		$	2,592,992
Net realized gains (losses)		(1,039	)		425			25			—			—		1,199			—			610
Net change in unrealized gains (losses)		(18,686	)		223			—			(2,073	)		8,528		(44,700	)		(292	)		(57,000	)
Net amortization on investments		13,567			2,946			—			—			—		—			—			16,513
Purchases, including capitalized PIK (3)		548,471			203			—			—			1,280		136,185			—			686,139
Sales (3)		(679,468	)		(21,644	)		(22,025	)		—			—		(68,291	)		—			(791,428	)
Transfers out of Level 3 (1)		—			(1,717	)		—			—			—		38			—			(1,679	)
Transfers into Level 3 (1)		16,042			—			—			—			—		—			—			16,042
Fair value as of September 30, 2022	$	2,146,200		$	85,450		$	—		$	8,748		$	38,765	$	182,946		$	80		$	2,462,189

Net change in unrealized gains (losses) on Level 3 investments still held as of September 30, 2022	$	(19,256	)	$	(4,823	)	$	—		$	(2,083	)	$	8,528	$	(44,382	)	$	(292	)	$	(62,308	)

(1)

(2)

Includes unfunded commitments measured at fair value of $(4,563).

(3)

Includes reorganizations and restructuring of investments.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The following tables summarize the significant unobservable inputs the Company used to value its investments categorized within Level 3 as of September 30, 2023 and December 31, 2022. In addition to the techniques and inputs noted in the tables below, according to our valuation policy we may also use other valuation techniques and methodologies when determining our fair value measurements. The below tables are not intended to be all-inclusive, but rather provide information on the significant unobservable inputs as they relate to the Company’s determination of fair values.

The unobservable inputs used in the fair value measurement of our Level 3 investments as of September 30, 2023 were as follows:


				Quantitative Information about Level 3 Fair Value Measurements
Asset Category		Fair Value		Valuation Techniques/Methodologies	Unobservable Input	Range		Weighted Average (1)
First Lien Secured Debt	$		7,802	Recent Transaction	Recent Transaction	N/A	N/A	N/A
			115,220	Recovery Analysis	Recoverable Amount	N/A	N/A	N/A
			1,953,554	Yield Analysis	Discount Rate	6.6%	21.8%	12.6%
			334	Estimated Proceeds	Estimated Proceeds	N/A	N/A	N/A
Second Lien Secured Debt			3,086	Market Comparable Technique	Comparable Multiple	8.8x	8.8x	8.8x
			238	Recovery Analysis	Recoverable Amount	N/A	N/A	N/A
			63,234	Yield Analysis	Discount Rate	14.2%	24.1%	16.9%
Structured Products and Other			40,761	Yield Analysis	Discount Rate	13.0%	13.8%	13.5%
Preferred Equity			33,924	Market Comparable Technique	Comparable Multiple	2.3x	12.5x	11.0x
			250	Recent Transaction	Recent Transaction	N/A	N/A	N/A
			—	Recovery Analysis	Recoverable Amount	N/A	N/A	N/A
			78	Residual Value	Residual Value	N/A	N/A	N/A
			91	Yield Analysis	Discount Rate	13.5%	13.5%	13.5%
Common Equity/Interests			12,336	Market Comparable Technique	Comparable Multiple	3.8x	28.5x	12.0x
			280	Option Pricing Model	Expected Volatility	35.0%	35.0%	35.0%
			—	Recent Transaction	Recent Transaction	N/A	N/A	N/A
			300	Recovery Analysis	Recoverable Amount	N/A	N/A	N/A
			114,875	Yield Analysis	Discount Rate	13.5%	14.2%	14.2%
			20,994	Estimated Proceeds	Estimated Proceeds	N/A	N/A	N/A
Warrants			371	Option Pricing Model	Expected Volatility	50.0%	50.0%	50.0%
Total Level 3 Investments	$		2,367,728

_________________

(1)

The weighted average information is generally derived by assigning each disclosed unobservable input a proportionate weight based on the fair value of the related investment. For the commodity price unobservable input, the weighted average price is an undiscounted price based upon the estimated production level from the underlying reserves.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The unobservable inputs used in the fair value measurement of our Level 3 investments as of December 31, 2022 were as follows:

Quantitative Information about Level 3 Fair Value Measurements

Asset Category

Fair Value

Valuation Techniques/Methodologies

Unobservable Input

Range

Weighted Average (1)

First Lien Secured Debt

150,000

Discounted Cash Flow

Discount Rate

11.4%

12.0%

Residual Value

N/A

69,333

Recent Transaction

N/A

2,539

Recovery Analysis

Recoverable Amount

N/A

1,908,437

Yield Analysis

Discount Rate

7.1%

52.8%

12.0%

Second Lien Secured Debt

6,429

Market Comparable Technique

Comparable Multiple

11.0x

1,402

Recovery Analysis

Recoverable Amount

N/A

62,849

Yield Analysis

Discount Rate

13.3%

23.1%

15.50%

239

Sale Proceeds

N/A

Structured Products and Other

9,413

Yield Analysis

Discount Rate

12.3%

12.30%

Preferred Equity

33,183

Market Comparable Technique

Comparable Multiple

2.1

19.3

13.4

1,961

Option Pricing Model

Expected Volatility

90.0%

250

Recent Transaction

N/A

Recovery Analysis

Recoverable Amount

N/A

Residual Value

N/A

Yield Analysis

Discount Rate

12.5%

Common Equity/Interests

111,446

Discounted Cash Flow

Discount Rate

11.4%

Residual Value

N/A

11,996

Market Comparable Technique

Comparable Multiple

6.5

36.5

13.3

190

Option Pricing Model

Expected Volatility

35.0%

90.0%

35.0%

4,256

Recent Transaction

N/A

—

Recovery Analysis

Recoverable Amount

N/A

449

Yield Analysis

Discount Rate

12.5%

20,977

Sale Proceeds

N/A

Warrants

474

Option Pricing Model

Expected Volatility

50.0%

Unsecured Debt

Recent Transaction

N/A

Total Level 3 Investments

2,396,036

____________________

(1)

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The significant unobservable inputs used in the fair value measurement of the Company’s debt and equity securities are primarily earnings before interest, taxes, depreciation and amortization (“EBITDA”) comparable multiples and market discount rates. The Company typically uses EBITDA comparable multiples on its equity securities to determine the fair value of investments. The Company uses market discount rates for debt securities to determine if the effective yield on a debt security is commensurate with the market yields for that type of debt security. If a debt security’s effective yield is significantly less than the market yield for a similar debt security with a similar credit profile, the resulting fair value of the debt security may be lower. For certain investments where fair value is derived based on a recovery analysis, the Company uses underlying commodity prices from third party market pricing services to determine the fair value and/or recoverable amount, which represents the proceeds expected to be collected through asset sales or liquidation. Further, for certain investments, the Company also considered the probability of future events which are not in management’s control. Significant increases or decreases in any of these inputs in isolation would result in a significantly lower or higher fair value measurement. The significant unobservable inputs used in the fair value measurement of the structured products include the discount rate applied in the valuation models in addition to default and recovery rates applied to projected cash flows in the valuation models. Specifically, when a discounted cash flow model is used to determine fair value, the significant input used in the valuation model is the discount rate applied to present value the projected cash flows. Increases in the discount rate can significantly lower the fair value of an investment; conversely decreases in the discount rate can significantly increase the fair value of an investment. The discount rate is determined based on the market rates an investor would expect for a similar investment with similar risks. For certain investments such as warrants, the Company may use an option pricing technique, of which the applicable method is the Black-Scholes Option Pricing Method (“BSM”), to perform valuations. The BSM is a model of price variation over time of financial instruments, such as equity, that is used to determine the price of call or put options. Various inputs are required but the primary unobservable input into the BSM model is the underlying asset volatility.

Investment Transactions

For the three and nine months ended September 30, 2023, purchases of investments on a trade date basis were $30,345 and $283,004, respectively. For the three and nine months ended September 30, 2022, purchases of investments on a trade date basis were $113,314 and $560,799, respectively.

For the three and nine months ended September 30, 2023, sales and repayments (including prepayments and unamortized fees) of investments on a trade date basis were $72,925 and $323,689, respectively. For the three and nine months ended September 30, 2022, sales and repayments (including prepayments and unamortized fees) of investments on a trade date basis were $195,952 and $654,330, respectively.

PIK Income

The Company holds loans and other investments, including certain preferred equity investments, that have contractual PIK income. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. During the three and nine months ended September 30, 2023, PIK income earned was $479 and $2,076, respectively. During the three and nine months ended September 30, 2022, PIK income earned was $856 and $2,436, respectively.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The following table shows the change in capitalized PIK balance for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2023		2022				2023				2022
PIK balance at beginning of period	$	23,117	$	39,835		$		21,534		$		38,625
PIK income capitalized		455		674				2,057				2,008
Adjustments due to investments exited or written off		—		(12,095	)			(19	)			(12,219	)
PIK income received in cash		—		—				—				—
PIK balance at end of period	$	23,572	$	28,414		$		23,572		$		28,414

Dividend Income on CLOs and Structured Finance Products

The Company holds structured products and other investments. The CLO and structured finance products are entitled to recurring distributions which are generally equal to the excess cash flow generated from the underlying investments after payment of the contractual payments to debt holders and fund expenses. The Company records as dividend income the accretable yield from its beneficial interests in structured products such as CLOs based upon a number of cash flow assumptions that are subject to uncertainties and contingencies. During the three and nine months ended September 30, 2023, dividend income from structured products was $636 and $704, respectively. During the three and nine months ended September 30, 2022, dividend income from structured products was $220 and $862, respectively.

Investments on Non-Accrual Status

As of September 30, 2023, 1.3% of total investments at amortized cost, or 0.5% of total investments at fair value, were on non-accrual status. As of December 31, 2022, 1.9% of total investments at amortized cost, or 0.6% of total investments at fair value, were on non-accrual status.

Note 6. Debt and Foreign Currency Transactions and Translations

On April 4, 2018, the Company’s Board of Directors, including a “required majority” (as defined in Section 57(o) of the Investment Company Act of 1940, as amended) of the Board, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the Investment Company Act of 1940. As a result, effective on April 4, 2019, our asset coverage requirement applicable to senior securities was reduced from 200% to 150% (i.e., the revised regulatory leverage limitation permits BDCs to double the amount of borrowings, such that we would be able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us).

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The Company’s outstanding debt obligations as of September 30, 2023 were as follows:


	Date Issued/ Amended	Total Aggregate Principal Amount Committed			Principal Amount Outstanding				Fair Value				Final Maturity Date
Senior Secured Facility	4/19/2023	$	1,705,000	**	$	962,859		*	$	962,859	(1	)	4/19/2028
2025 Notes	3/3/2015		350,000			350,000				336,013	(2	)	3/3/2025
2026 Notes	7/16/2021		125,000			125,000				114,291	(2	)	7/16/2026
Total Debt Obligations		$	2,180,000		$	1,437,859			$	1,413,163
Deferred Financing Costs and Debt Discount						(3,362	)
Total Debt Obligations, net of Deferred Financing Cost and Debt Discount					$	1,434,497

* Includes foreign currency debt obligations as outlined in Foreign Currency Transactions and Translations within this note to the financial statements.

** Prior to November 19, 2022, total lender commitments were $1,810,000. As of September 30, 2023, total lender commitments were $1,705,000. The total lender commitments will remain $1,705,000 until December 22, 2024 and will decrease to $1,550,000 thereafter.

(1)

The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of September 30, 2023. The valuation is based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.

(2)

The fair value of these debt obligations would be categorized as Level 2 under ASC 820 as of September 30, 2023. The valuation is based on broker quoted prices.

The Company’s outstanding debt obligations as of December 31, 2022 were as follows:


	Date Issued/ Amended	Total Aggregate Principal Amount Committed			Principal Amount Outstanding				Fair Value				Final Maturity Date
Senior Secured Facility	12/22/2020	$	1,763,829	**	$	1,012,503		*	$	1,012,503	(1	)	12/22/2025
2025 Notes	3/3/2015		350,000			350,000				333,002	(2	)	3/3/2025
2026 Notes	7/16/2021		125,000			125,000				110,254	(2	)	7/16/2026
Total Debt Obligations		$	2,238,829		$	1,487,503			$	1,455,759
Deferred Financing Costs and Debt Discount					$	(4,109	)
Total Debt Obligations, net of Deferred Financing Cost and Debt Discount					$	1,483,394

* Includes foreign currency debt obligations as outlined in Foreign Currency Transactions and Translations within this note to the financial statements.

** Prior to November 19, 2022, total lender commitments were $1,810,000. As of December 31, 2022, total lender commitments were $1,763,829.

(1)

The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of December 31, 2022. The valuation is based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.

(2)

The fair value of these debt obligations would be categorized as Level 2 under ASC 820 as of December 31, 2022. The valuation is based on broker quoted prices.

Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Senior Secured Facility

On April 19, 2023, the Company amended and restated its senior secured, multi-currency, revolving credit facility (the “Senior Secured Facility”), previously amended and restated as of December 22, 2020 and November 19, 2018. The amended and restated agreement extended the final maturity date through April 19, 2028. Lender commitments under the Senior Secured Facility were $1,810,000 prior to November 19, 2022 and decreased to $1,705,000 as non-extending commitments were paid down. The total lender commitments will remain $1,705,000 until December 22, 2024 and will decrease to $1,550,000 thereafter. The Senior Secured Facility includes an “accordion” feature that allows the Company to increase the size of the Facility to $2,325,000. The Senior Secured Facility is secured by substantially all of the assets in the Company’s portfolio, including cash and cash equivalents.

Commencing April 19, 2027, the Company is required to repay, in twelve consecutive monthly installments of equal size, the outstanding amount under the Senior Secured Facility as of April 19, 2027. The stated interest rates on outstanding borrowings under the Senior Secured Facility depend on the type of borrowing and the “gross borrowing base” at the time. USD borrowings accrue at (a) either Term SOFR plus 1.85% per annum or Term SOFR plus 1.975% per annum, or (b) either Alternate Base Rate plus 0.75% per annum or Alternate Base Rate plus 0.875% per annum. The Company is required to pay a commitment fee of 0.375% per annum on any unused portion of the Senior Secured Facility and fronting fees of up to 2.25% per annum on the letters of credit issued.

The Senior Secured Facility contains affirmative and restrictive covenants, events of default and other customary provisions for similar debt facilities, including: (a) periodic financial reporting requirements, (b) maintaining minimum stockholders’ equity of the greater of (i) 30% of the total assets of the Company and its consolidated subsidiaries as of the last day of any fiscal quarter and (ii) the sum of (A) $705,000 plus (B) 25% of the net proceeds from the sale of equity interests in the Company after the closing date of the Senior Secured Facility, (c) maintaining a ratio of total assets, less total liabilities (other than indebtedness) to total indebtedness, in each case of the Company and its consolidated subsidiaries, of not less than 1.5:1.0, (d) limitations on the incurrence of additional indebtedness, including a requirement to meet a certain minimum liquidity threshold before the Company can incur such additional debt, (e) limitations on liens, (f) limitations on investments (other than in the ordinary course of the Company’s business), (g) limitations on mergers and disposition of assets (other than in the normal course of the Company’s business activities), (h) limitations on the creation or existence of agreements that permit liens on properties of the Company’s consolidated subsidiaries and (i) limitations on the repurchase or redemption of certain unsecured debt and debt securities. In addition to the asset coverage ratio described in clause (c) of the preceding sentence, borrowings under the Senior Secured Facility (and the incurrence of certain other permitted debt) are subject to compliance with a borrowing base that applies different advance rates to different types of assets in the Company’s portfolio. The advance rate applicable to any specific type of asset in the Company’s portfolio will also depend on the relevant asset coverage ratio as of the date of determination. Borrowings under the Senior Secured Facility will also continue to be subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The Senior Secured Facility also provides for the issuance of letters of credit up to an aggregate amount of $150,000. As of September 30, 2023 and December 31, 2022, the Company had $60,591 and $37,692, respectively, in standby letters of credit issued through the Senior Secured Facility. The amount available for borrowing under the Senior Secured Facility is reduced by any standby letters of credit issued through the Senior Secured Facility. Under GAAP, these letters of credit are considered commitments because no funding has been made and as such are not considered a liability. These letters of credit are not senior securities because they are not in the form of a typical financial guarantee and the portfolio companies are obligated to refund any drawn amounts. The available remaining capacity under the Senior Secured Facility was $681,550 and $713,634 as of September 30, 2023 and December 31, 2022, respectively. Terms used in this disclosure have the meanings set forth in the Senior Secured Facility agreement.

Senior Unsecured Notes

2025 Notes

On March 3, 2015, the Company issued $350,000 aggregate principal amount of senior unsecured notes for net proceeds of $343,650 (the “2025 Notes”). The 2025 Notes will mature on March 3, 2025. Interest on the 2025 Notes is due semi-annually on March 3 and September 3, at an annual rate of 5.25%, commencing on September 3, 2015. The 2025 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness

2026 Notes

On July 16, 2021, the Company issued $125,000 aggregate principal amount of general unsecured notes for net proceeds of $122,965 (the “2026 Notes”). The 2026 Notes will mature on July 16, 2026. Interest on the 2026 Notes is due semi-annually on January 16 and July 16, at an annual rate of 4.50%, commencing on January 16, 2022. The 2026 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness.

The following table summarizes the average and maximum debt outstanding, and the interest and debt issuance cost for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,								Nine Months Ended September 30,
		2023				2022				2023				2022
Average debt outstanding	$		1,437,218		$		1,539,332		$		1,451,728		$		1,587,011
Maximum amount of debt outstanding			1,483,105				1,597,794				1,484,362				1,669,385

Weighted average annualized interest cost (1)			6.76	%			4.79	%			6.61	%			3.89	%
Annualized amortized debt issuance cost			0.40	%			0.38	%			0.40	%			0.36	%
Total annualized interest cost			7.16	%			5.17	%			7.02	%			4.25	%

____________________

(1)

Includes the stated interest expense and commitment fees on the unused portion of the Senior Secured Facility. Commitment fees for the three and nine months ended September 30, 2023 were $650 and $1,945, respectively. Commitment fees for the three and nine months ended September 30, 2022 were $677 and $1,905, respectively.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Foreign Currency Transactions and Translations

The Company had the following foreign-denominated debt outstanding on the Senior Secured Facility as of September 30, 2023:


	Original Principal Amount (Local)		Original Principal Amount (USD)		Principal Amount Outstanding		Unrealized Gain/(Loss)		Reset Date
British Pound	£	45,000	$	55,987	$	54,896	$	1,091		10/31/2023
Total			$	55,987	$	54,896	$	1,091

The Company had the following foreign-denominated debt outstanding on the Senior Secured Facility as of December 31, 2022:


	Original Principal Amount (Local)		Original Principal Amount (USD)		Principal Amount Outstanding		Unrealized Gain/(Loss)		Reset Date
British Pound	£	41,000	$	51,037	$	49,540	$	1,497		1/30/2023
Total			$	51,037	$	49,540	$	1,497

As of September 30, 2023 and December 31, 2022, the Company was in compliance with all debt covenants for all outstanding debt obligations.

Note 7. Stockholders’ Equity

The Company issued approximately $30,000 of common stock in August 2022. Subsequent to the August 2022 stock issuance, the Company has conducted no additional stock offerings.

The Company adopted the following plans, approved by the Board of Directors, for the purpose of repurchasing its common stock in accordance with applicable rules specified in the Securities Exchange Act of 1934 (the “1934 Act”) (the “Repurchase Plans”):


Date of Agreement/Amendment	Maximum Cost of Shares That May Be Repurchased		Cost of Shares Repurchased		Remaining Cost of Shares That May Be Repurchased
August 5, 2015	$	50,000	$	50,000	$	—
December 14, 2015		50,000		50,000		—
September 14, 2016		50,000		50,000		—
October 30, 2018		50,000		50,000		—
February 6, 2019		50,000		48,107		1,893
February 3, 2022		25,000		—		25,000
Total as of September 30, 2023	$	275,000	$	248,107	$	26,893

The Repurchase Plans were designed to allow the Company to repurchase its shares both during its open window periods and at times when it otherwise might be prevented from doing so under applicable insider trading laws or because of self-imposed trading blackout periods. A broker selected by the Company will have the authority under the terms and limitations specified in an agreement with the Company to repurchase shares on the Company’s behalf in accordance with the terms of the Repurchase Plans. Repurchases are subject to SEC regulations as well as certain price, market volume and timing constraints specified in the Repurchase Plans. Pursuant to the Repurchase Plans, the Company may from time to time repurchase a portion of its shares of common stock and the Company is hereby notifying stockholders of its intention as required by applicable securities laws.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Under the Repurchase Plans described above, the Company allocated the following amounts to be repurchased in accordance with SEC Rule 10b5-1 (the “10b5-1 Repurchase Plans”):


Effective Date	Termination Date	Amount Allocated to 10b5-1 Repurchase Plans
September 15, 2015	November 5, 2015	$	5,000
January 1, 2016	February 5, 2016		10,000
April 1, 2016	May 19, 2016		5,000
July 1, 2016	August 5, 2016		15,000
September 30, 2016	November 8, 2016		20,000
January 4, 2017	February 6, 2017		10,000
March 31, 2017	May 19, 2017		10,000
June 30, 2017	August 7, 2017		10,000
October 2, 2017	November 6, 2017		10,000
January 3, 2018	February 8, 2018		10,000
June 18, 2018	August 9, 2018		10,000
September 17, 2018	October 31, 2018		10,000
December 12, 2018	February 7, 2019		10,000
February 25, 2019	May 17, 2019		25,000
March 18, 2019	May 17, 2019		10,000
June 4, 2019	August 7, 2019		25,000
June 17, 2019	August 7, 2019		20,000
September 16, 2019	November 6, 2019		20,000
December 6, 2019	February 5, 2020		25,000
December 16, 2019	February 5, 2020		15,000
March 12, 2020	March 19, 2020		20,000
March 30, 2021	May 21, 2021		10,000
June 16, 2021	November 5, 2021		10,000
December 16, 2021	August 3, 2022		5,000
December 27, 2022	February 22, 2023		10,000

During the three months ended September 30, 2023, the Company did not repurchase any shares.

During the nine months ended September 30, 2023, the Company repurchased 198,084 shares at a weighted average price per share of $11.60, inclusive of commissions, for a total cost of $2,297. This represent a discount of approximately 23.63% of the average net asset value per share for the nine months ended September 30, 2023.

During the three months ended September 30, 2022, the Company did not repurchase any shares.

During the nine months ended September 30, 2022, the Company repurchased 189,127 shares at a weighted average price per share of $12.73, inclusive of commissions, for a total cost of $2,407. This represents a discount of approximately 18.39% of the average net asset value per share for the nine months ended September 30, 2022.

Since the inception of the Repurchase Plans through September 30, 2023, the Company repurchased 15,593,120 shares at a weighted average price per share of $15.91, inclusive of commissions, for a total cost of $248,107. Including fractional shares, the Company has repurchased 15,593,150 shares at a weighted average price per share of $15.91, inclusive of commissions for a total cost of $248,107.

On October 30, 2018, the Company’s Board of Directors approved a one-for-three reverse stock split of the Company’s common stock which was effective as of the close of business on November 30, 2018. The Company's common stock began trading on a split-adjusted basis on December 3, 2018. The fractional shares that resulted from the Reverse Stock Split were approximately 29 shares and they were canceled by paying cash in lieu of the fair value.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

On August 2, 2022, the Company entered into a share subscription agreement (“Purchase Agreement”) with MFIC Holdings, LP, a subsidiary of MidCap FinCo Designated Activity Company (together with its subsidiaries, “MidCap Financial”), a middle-market specialty finance firm discretionarily managed by an affiliate of the Company's investment adviser, in connection with the issuance and sale of the Company's common stock, par value $0.001 per share (the “Offering”). Pursuant to the Purchase Agreement, the Company issued 1,932,641 shares of its common stock at a purchase price of $15.52 per share, the net asset value per share of the Company's common stock as of June 30, 2022. The total proceeds of the offering excluding expenses was approximately $30,000,000. The shares are subject to a two-year lock-up period. MidCap Financial agreed to bear any expenses that the Company incurred in connection with the Offering greater than $300,000.

Note 8. Commitments and Contingencies

The Company has various commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. As of September 30, 2023, and December 31, 2022, the Company had the following unfunded commitments to its portfolio companies:


	September 30, 2023		December 31, 2022
Unfunded revolver obligations and bridge loan commitments (1)	$	114,298	$	158,193
Standby letters of credit issued and outstanding (2)		67,599		42,893
Unfunded delayed draw loan commitments (including commitments with performance thresholds not met) (3)		142,575		198,750
Total Unfunded Commitments (4)	$	324,473	$	399,836

____________________

(1)

The unfunded revolver obligations may or may not be funded to the borrowing party in the future. The amounts relate to loans with various maturity dates, but the entire amount was eligible for funding to the borrowers as of September 30, 2023 and December 31, 2022, subject to the terms of each loan’s respective credit agreements which includes borrowing covenants that need to be met prior to funding. As of September 30, 2023 and December 31, 2022, the bridge loan commitments included in the balances were $0 and $0, respectively.

(2)

For all these letters of credit issued and outstanding, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. None of the letters of credit issued and outstanding are recorded as a liability on the Company’s Statements of Assets and Liabilities as such letters of credit are considered in the valuation of the investments in the portfolio company.

(3)

The Company’s commitment to fund delayed draw loans is triggered upon the satisfaction of certain pre-negotiated terms and conditions which can include covenants to maintain specified leverage levels and other related borrowing base covenants. For commitments to fund delayed draw loans with performance thresholds, borrowers are required to meet certain performance requirements before the Company is obligated to fulfill these commitments.

(4)

The Company also had an unfunded revolver commitment to its fully controlled affiliate Merx Aviation Finance, LLC of $18,925 and $50,000 as of September 30, 2023 and December 31, 2022, respectively. Given the Company’s controlling interest, the timing and the amount of the funding has not been determined.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Note 9. Financial Highlights

The following is a schedule of financial highlights for the nine months ended September 30, 2023 and 2022.


		Nine Months Ended September 30, 2023				Nine Months Ended September 30, 2022
		(Unaudited)				(Unaudited)
Per Share Data*
Net asset value at beginning of period	$		15.10		$		16.08
Net investment income (1)			1.32				1.14
Net realized and change in unrealized gains (losses) (1)			(0.01	)			(0.74	)
Net increase in net assets resulting from operations			1.31				0.40
Distribution of net investment income (2)			(1.14	)			(1.04	)
Distribution of return of capital (2)			—				—
Accretion due to share repurchases			0.01				0.01
Net asset value at end of period	$		15.28		$		15.45

Per share market value at end of period	$		13.75		$		10.22
Total return (3)			31.95	%		(12.71)%
Shares outstanding at end of period			65,253,275				65,451,359
Weighted average shares outstanding			65,356,324				63,990,220

Ratio/Supplemental Data
Net assets at end of period (in millions)	$		996.8		$		1,011.0
Annualized ratio of operating expenses to average net assets (4)(5)			5.68	%			5.78	%
Annualized ratio of interest and other debt expenses to average net assets (5)			10.26	%			6.71	%
Annualized ratio of total expenses to average net assets (4)(5)			15.94	%			12.49	%
Annualized ratio of net investment income to average net assets (5)			11.62	%			9.70	%
Average debt outstanding (in millions)	$		1,451.7		$		1,587.0
Average debt per share	$		22.21		$		24.80
Annualized portfolio turnover rate (5)			15.83	%			29.60	%
Asset coverage per unit (6)	$		1,693		$		1,648

____________________

* Totals may not foot due to rounding.

(1)

Financial highlights are based on the weighted average number of shares outstanding for the period presented.

(2)

The tax character of distributions is determined based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under GAAP. Although the tax character of distributions paid to stockholders through September 30, 2023 may include return of capital, the exact amount cannot be determined at this point. Per share amounts are based on actual rate per share.

(3)

Total return is based on the change in market price per share during the respective periods. Total return also takes into account distributions, if any, reinvested in accordance with the Company’s dividend reinvestment plan. Total return does not reflect sales load.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

(4)

The ratio of operating expenses to average net assets and the ratio of total expenses to average net assets are shown inclusive of all voluntary management and incentive fee waivers (See Note 3 to the financial statements). For the nine months ended September 30, 2023, the annualized ratio of operating expenses to average net assets and the annualized ratio of total expenses to average net assets would be 5.75% and 16.13%, respectively, without the voluntary fee waivers. For the nine months ended September 30, 2022, the annualized ratio of operating expenses to average net assets and the annualized ratio of total expenses to average net assets would be 5.84% and 12.60%, respectively, without the voluntary fee waivers.

(5)

Annualized for the nine months ended September 30, 2023 and 2022.

(6)

The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by one thousand to determine the asset coverage per unit. As of September 30, 2023, the Company's asset coverage was 169%.

Note 10. Subsequent Events

Management has evaluated subsequent events through the date of issuance of these financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the financial statements other than those disclosed below.

On November 2, 2023, the Company completed a $402,360 term debt securitization (the "2023 Debt Securitization"), a form of secured financing incurred by MFIC Bethesda CLO 1 LLC (the "CLO Issuer"), an indirect wholly owned, consolidated subsidiary of the Company. The notes offered by the CLO Issuer in connection with the 2023 Debt Securitization consist of $232,000 of AAA(sf) Class A-1 Senior Secured Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 2.40%, $16,000 of AAA(sf) Class A-2 Senior Secured Floating Rate Notes due 2035, which bear interest at three-month SOFR plus 2.90% and $154,360 of Subordinated notes due 2135, which do not bear interest. The 2023 Debt Securitization is backed by a diversified portfolio of middle-market commercial loans, which the CLO Issuer purchased from the Company pursuant to a loan sale agreement entered into on the closing date of the 2023 Debt Securitization using the proceeds of the 2023 Debt Securitization. The Company retained all Class A-2 Notes and all Subordindated Notes and the proceeds from the CLO transaction were used to repay borrowings under the Company's Facility. The Company serves as collateral manager to the CLO Issuer, Deutsche Bank Securities Inc. acted as initial purchaser and Apollo Global Securities, LLC acted as placement agent.

On November 7, 2023, the Company’s Board of Directors declared a base distribution of $0.38 per share, payable on December 28, 2023 to stockholders of record as of December 12, 2023. There can be no assurances that the Board will continue to declare a base distribution of $0.38 per share.

On November 7, 2023, the Company entered into an Agreement and Plan of Merger (the “AFT Merger Agreement”) with Apollo Senior Floating Rate Fund Inc., a Maryland corporation (“AFT”), AFT Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company (“AFT Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser. The AFT Merger Agreement provides that, subject to the terms and conditions set forth in the AFT Merger Agreement, at the effective time of the merger (the “AFT Effective Time”), AFT Merger Sub will be merged with and into AFT (the “AFT First Merger”), with AFT continuing as the surviving company and as a wholly-owned subsidiary of the Company. Immediately after the effectiveness of the AFT First Merger, AFT will be merged with and into the Company, with the Company continuing as the surviving company (together with the AFT First Merger, the “AFT Merger”). Both the Company’s Board of Directors and AFT’s board of directors, including all of the respective independent directors, in each case, on the recommendation of special committees comprised solely of certain independent directors of the Company or AFT, as applicable, have approved the AFT Merger Agreement and the transactions contemplated thereby.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

On November 7, 2023, the Company entered into an Agreement and Plan of Merger (the “AIF Merger Agreement” and, together with the AFT Merger Agreement, the “Merger Agreements”) with Apollo Tactical Income Fund Inc., a Maryland corporation (“AIF”), AIF Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company (“AIF Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser. The AIF Merger Agreement provides that, subject to the terms and conditions set forth in the AIF Merger Agreement, at the effective time of the merger (the “AIF Effective Time”), AIF Merger Sub will be merged with and into AIF (the “AIF First Merger”), with AIF continuing as the surviving company and as a wholly-owned subsidiary of the Company. Immediately after the effectiveness of the AIF First Merger, AIF will be merged with and into the Company, with the Company continuing as the surviving company (together with the AIF First Merger, the “AIF Merger” and, together with the AFT Merger, the “Mergers”). Both the Company’s Board of Directors and AIF’s board of directors, including all of the respective independent directors, in each case, on the recommendation of special committees comprised solely of certain independent directors of the Company or AIF, as applicable, have approved the AIF Merger Agreement and the transactions contemplated thereby.

Subject to the terms and conditions of the applicable Merger Agreement, at the AFT Effective Time or AIF Effective Time, as applicable, each share of AFT Common Stock and AIF Common Stock issued and outstanding immediately prior to the such effective time (other than shares owned by the Company or any of its consolidated subsidiaries) will be converted into the right to receive a number of shares of the Company’s Common Stock equal to an exchange ratio calculated based on each of the Company’s, AFT’s and AIF’s respective NAVs (cash will be paid in lieu of fractional shares).

Each Merger Agreement contains representations and warranties by the Company and the other parties thereto, subject to specified exceptions and qualifications. Under the applicable Merger Agreement, immediately following the AFT Effective Time or AIF Effective Time, as applicable, the Company will repay or prepay any amounts outstanding under AFT’s existing credit facility as of the AFT Effective Time or AIF’s existing credit facility as of the AIF Effective Time, as the case may be, subject to the conditions set forth in the Company’s Senior Secured Credit Facility. Consummation of the Mergers, which is currently anticipated to occur in the first half of 2024, is subject to certain closing conditions, including but not limited to requisite approvals of the Company’s, AFT’s and AIF’s stockholders. The consummation of each Merger is not contingent on the closing of the other Merger. Following the consummation of the Mergers and subject to applicable law, the Company will distribute to holders of shares of the Company’s Common Stock as of a record date to be determined by the Company’s Board of Directors an amount in cash equal to $0.20 per share of the Company’s Common Stock.

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Report of Independent Registered Public Accounting Firm

To the stockholders and Board of Directors of MidCap Financial Investment Corporation

Results of Review of Interim Financial Information

We have reviewed the accompanying statement of assets and liabilities, including the schedule of investments, of MidCap Financial Investment Corporation (the “Company”) as of September 30, 2023, the related statements of operations and changes in net assets for the three-month and nine-month periods ended September 30, 2023 and 2022, the statements of cash flows and the financial highlights for the nine-month periods ended September 30, 2023 and 2022, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the statements of assets and liabilities, including the schedule of investments, of the Company as of December 31, 2022, the related statement of operations, changes in net assets, and cash flows for the year then ended (not presented herein), and the financial highlights for the year then ended (not presented herein); and in our report dated February 21, 2023, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying statement of assets and liabilities, including the schedule of investments, as of December 31, 2022, is fairly stated, in all material respects, in relation to the statement of assets and liabilities, including the schedule of investments, from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Deloitte & Touche LLP

New York, New York

November 7, 2023

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this report. Some of the statements in this report constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained herein involve risks and uncertainties, including statements as to:

•

our future operating results;

•

our business prospects and the prospects of our portfolio companies;

•

the impact of investments that we expect to make;

•

our contractual arrangements and relationships with third parties;

•

the dependence of our future success on the general economy and its impact on the industries in which we invest;

•

the ability of our portfolio companies to achieve their objectives;

•

our expected financings and investments;

•

the adequacy of our cash resources and working capital;

•

the ability of the parties to consummate the Mergers on the expected timeline, or at all;

•

the ability to realize the anticipated benefits of the Mergers;

•

the effects of disruption on our business from the proposed Mergers;

•

the combined company’s plans, expectations, objectives and intentions as a result of the Mergers;

•

any potential termination of either Merger Agreement;

•

the actions of our stockholders or the stockholders of AFT and AIF with respect to the proposals submitted for their approval in connection with the Mergers;

•

the effects of the COVID-19 pandemic on us and our portfolio companies; and

•

the timing of cash flows, if any, from the operations of our portfolio companies.

We generally use words such as “anticipates,” “believes,” “expects,” “intends” and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason, including any factors set forth in “Risk Factors” and elsewhere in this report.

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the Securities and Exchange Commission (“SEC”), including any annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

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Overview

MidCap Financial Investment Corporation (the “Company,” “MFIC,” “we,” “us,” or “our”) was incorporated under the Maryland General Corporation Law in February 2004. We have elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). As such, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private or thinly traded public U.S. companies, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, for federal income tax purposes we have elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Pursuant to this election and assuming we qualify as a RIC, we generally do not have to pay corporate-level federal income taxes on any income we distribute to our stockholders. We commenced operations on April 8, 2004 upon completion of our initial public offering that raised $870 million in net proceeds from selling 62 million shares of common stock at a price of $15.00 per share (20.7 million shares at a price of $45.00 per share adjusted for the one-for-three reverse stock split). Since then, and through September 30, 2023, we have raised approximately $2.24 billion in net proceeds from additional offerings of common stock and we have repurchased common stock for $248.1 million.

On August 1, 2022, the Company changed its name from "Apollo Investment Corporation" to "MidCap Financial Investment Corporation." Our common stock began to trade under the ticker “MFIC” on the NASDAQ Global Stock Market on August 12, 2022.

On November 7, 2023, the Company entered into (i) an Agreement and Plan of Merger (the “AFT Merger Agreement”) with Apollo Senior Floating Rate Fund Inc., a Maryland corporation (“AFT”), AFT Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company (“AFT Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser, and (ii) an Agreement and Plan of Merger (the “AIF Merger Agreement” and, together with the AFT Merger Agreement, the “Merger Agreements”) with Apollo Tactical Income Fund Inc., a Maryland corporation (“AIF”), AIF Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company (“AIF Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser. The Merger Agreements provide that, subject to the terms and conditions set forth in the applicable Merger Agreement, at the effective time of such merger, AFT and AIF will, through a two-step merger process, merge with and into the Company, with the Company continuing as the surviving company. Each of the Company’s Board of Directors, and AFT’s and AIF’s board of directors, including all of the respective independent directors, in each case, on the recommendation of special committees comprised solely of certain independent directors of the Company or AFT and AIF, as applicable, have approved the applicable Merger Agreement and the transactions contemplated thereby. Consummation of the Mergers, which is currently anticipated to occur in the first half of 2024, is subject to certain closing conditions, including requisite approvals of the Company’s, AFT’s and AIF’s stockholders and certain other closing conditions. See “—Recent Developments” for further information regarding the Merger Agreements and the Mergers.

Apollo Investment Management, L.P. (the “Investment Adviser” or “AIM”) is our investment adviser and an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (“AGM”). The Investment Adviser, subject to the overall supervision of our Board of Directors, manages the day-to-day operations of, and provides investment advisory services to the Company. AGM and other affiliates manage other funds that may have investment mandates that are similar, in whole or in part, with ours. AIM and its affiliates may determine that an investment is appropriate both for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, AIM may determine that we should invest on a side-by-side basis with one or more other funds. We make all such investments subject to compliance with applicable regulations and interpretations, and our allocation procedures. Certain types of negotiated co-investments may be made only in accordance with the terms of the exemptive order (the “Order”) we received from the SEC permitting us to do so. Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors must be able to reach certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed

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transaction are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any

person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our Board of Directors’ approved criteria. In certain situations where co-investment with one or more funds managed by AIM or its affiliates is not covered by the Order, the personnel of AIM or its affiliates will need to decide which fund will proceed with the investment. Such personnel will make these determinations based on allocation policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations. The Order is subject to certain terms and conditions so there can be no assurance that we will be permitted to co-invest with certain of our affiliates other than in the circumstances currently permitted by regulatory guidance and the Order.

Apollo Investment Administration, LLC (the “Administrator” or “AIA”), an affiliate of AGM, provides, among other things, administrative services and facilities for the Company. In addition to furnishing us with office facilities, equipment, and clerical, bookkeeping and recordkeeping services, AIA also oversees our financial records as well as prepares our reports to stockholders and reports filed with the SEC. AIA also performs the calculation and publication of our net asset value, the payment of our expenses and oversees the performance of various third-party service providers and the preparation and filing of our tax returns. Furthermore, AIA provides on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance.

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment, the competitive environment for the types of investments we make and market disruptions due to COVID-19. As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). As of September 30, 2023, non-qualifying assets represented approximately 7.2% of the total assets of the Company.

Revenue

We generate revenue primarily in the form of interest and dividend income from the securities we hold and capital gains, if any, on investment securities that we may acquire in portfolio companies. Our debt investments, whether in the form of mezzanine or senior secured loans, generally have a stated term of five to ten years and bear interest at a fixed rate or a floating rate usually determined on the basis of a benchmark, such as the Secured Overnight Financing Rate ("SOFR"), London Interbank Offered Rate (“LIBOR”), the Euro Interbank Offered Rate (“EURIBOR”), the federal funds rate, or the prime rate. Interest on debt securities is generally payable quarterly or semiannually and while U.S. subordinated debt and corporate notes typically accrue interest at fixed rates, some of our investments may include zero coupon and/or step-up bonds that accrue income on a constant yield to call or maturity basis. In addition, some of our investments provide for payment-in-kind (“PIK”) interest or dividends. Such amounts of accrued PIK interest or dividends are added to the cost of the investment on the respective capitalization dates and generally become due at maturity of the investment or upon the investment being called by the issuer. We may also generate revenue in the form of commitment, origination, structuring fees, fees for providing managerial assistance and, if applicable, consulting fees, etc.

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Expenses

For all investment professionals of AIM and their staff, when and to the extent engaged in providing investment advisory and management services to us, the compensation and routine overhead expenses of that personnel which is allocable to those services are provided and paid for by AIM. We bear all other costs and expenses of our operations and transactions, including those relating to:

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investment advisory and management fees;

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expenses incurred by AIM payable to third parties, including agents, consultants or other advisors, in monitoring our financial and legal affairs and in monitoring our investments and performing due diligence on our prospective portfolio companies;

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calculation of our net asset value (including the cost and expenses of any independent valuation firm);

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direct costs and expenses of administration, including independent registered public accounting and legal costs;

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costs of preparing and filing reports or other documents with the SEC;

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interest payable on debt, if any, incurred to finance our investments;

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offerings of our common stock and other securities;

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registration and listing fees;

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fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments;

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transfer agent and custodial fees;

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taxes;

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independent directors’ fees and expenses;

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marketing and distribution-related expenses;

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the costs of any reports, proxy statements or other notices to stockholders, including printing and postage costs;

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our allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;

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organizational costs; and

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all other expenses incurred by us or the Administrator in connection with administering our business, such as our allocable portion of overhead under the administration agreement, including rent and our allocable portion of the cost of our Chief Financial Officer, Chief Legal Officer and Chief Compliance Officer and their respective staffs.

We expect our general and administrative operating expenses related to our ongoing operations to increase moderately in dollar terms. During periods of asset growth, we generally expect our general and administrative operating expenses to decline as a percentage of our total assets and increase during periods of asset declines. Incentive fees, interest expense and costs relating to future offerings of securities, among others, may also increase or reduce overall operating expenses based on portfolio performance, interest rate benchmarks, and offerings of our securities relative to comparative periods, among other factors.

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Portfolio and Investment Activity

Our portfolio and investment activity during the three and nine months ended September 30, 2023 and 2022, was as follows:


	Three Months Ended September 30,							Nine Months Ended September 30,
(in millions)*	2023			2022			2023				2022
Investments made in portfolio companies	$	30.3			113.0		$		283.0		$	560.8
Investments sold		—			—				—			(9.7	)
Net activity before repaid investments		30.3			113.0				283.0			551.1
Investments repaid		(72.9	)		(196.0	)			(323.7	)		(644.6	)
Net investment activity	$	(42.6	)		(82.9	)	$		(40.7	)	$	(93.5	)

Portfolio companies, at beginning of period		150			140				135			139
Number of investments in new portfolio companies		2			1				22			14
Number of exited companies		(3	)		(5	)			(8	)		(17	)
Portfolio companies at end of period		149			136				149			136

Number of investments in existing portfolio companies		32			51				68			82

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* Totals may not foot due to rounding.

Our portfolio composition and weighted average yields as of September 30, 2023 and December 31, 2022 were as follows:


	September 30, 2023				December 31, 2022
Portfolio composition, at fair value:
First lien secured debt			88	%			89	%
Second lien secured debt			3	%			3	%
Total secured debt			91	%			92	%
Unsecured debt			—	%			0	%
Structured products and other			2	%			0	%
Preferred equity			1	%			2	%
Common equity/interests and warrants			6	%			6	%
Weighted average yields, at amortized cost (1):
First lien secured debt (2)			11.9	%			10.8	%
Second lien secured debt (2)			14.4	%			13.2	%
Secured debt portfolio (2)			12.0	%			10.9	%
Unsecured debt portfolio (2)			—	%			10.0	%
Total debt portfolio (2)			12.0	%			10.9	%
Total portfolio (3)			10.1	%			9.3	%
Interest rate type, at fair value (4):
Fixed rate amount	$	0.0 billion			$	0.0 billion
Floating rate amount	$	2.0 billion			$	2.0 billion
Fixed rate, as percentage of total			0	%			0	%
Floating rate, as percentage of total			100	%			100	%
Interest rate type, at amortized cost (4):
Fixed rate amount	$	0.0 billion			$	0.0 billion
Floating rate amount	$	2.1 billion			$	2.0 billion
Fixed rate, as percentage of total			0	%			0	%
Floating rate, as percentage of total			100	%			100	%

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(1)

An investor’s yield may be lower than the portfolio yield due to sales loads and other expenses.

(2)

Exclusive of investments on non-accrual status.

(3)

Inclusive of all income generating investments, non-income generating investments and investments on non-accrual status.

(4)

The interest rate type information is calculated using the Company’s corporate debt portfolio and excludes aviation, oil and gas, structured credit, renewables, shipping, commodities and investments on non-accrual status.

Since the initial public offering of MidCap Financial Investment Corporation in April 2004 and through September 30, 2023, invested capital totaled $23.8 billion in 617 portfolio companies. Over the same period, the Company completed transactions with more than 100 different financial sponsors.

Recent Developments

Pending Mergers with AFT and AIF

AFT Merger. On November 7, 2023, the Company entered into an Agreement and Plan of Merger (the “AFT Merger Agreement”) with Apollo Senior Floating Rate Fund Inc., a Maryland corporation (“AFT”), AFT Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company (“AFT Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser. The AFT Merger Agreement provides that, subject to the terms and conditions set forth in the AFT Merger Agreement, at the effective time of the merger (the “AFT Effective Time”), AFT Merger Sub will be merged with and into AFT (the “AFT First Merger”), with AFT continuing as the surviving company and as a wholly-owned subsidiary of the Company. Immediately after the effectiveness of the AFT First Merger, AFT will be merged with and into the Company, with the Company continuing as the surviving company (together with the AFT First Merger, the “AFT Merger”). Both the Company’s Board of Directors and AFT’s board of directors, including all of the respective independent directors, in each case, on the recommendation of special committees comprised solely of certain independent directors of the Company or AFT, as applicable, have approved the AFT Merger Agreement and the transactions contemplated thereby.

Subject to the terms and conditions of the AFT Merger Agreement, at the AFT Effective Time, each share of AFT Common Stock issued and outstanding immediately prior to the AFT Effective Time (other than shares owned by the Company or any of its consolidated subsidiaries, including AFT Merger Sub (the “AFT Cancelled Shares”)) will be converted into the right to receive a number of shares of the Company’s Common Stock equal to the AFT Exchange Ratio (as defined below) (cash will be paid in lieu of fractional shares). AFT has no preferred stock outstanding, and no preferred stock will be issued by the Company as a result of the AFT Merger.

Under the AFT Merger Agreement, as of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the AFT Effective Time (such date, the “AFT Determination Date”), the Company and AFT will deliver to the other a calculation of its NAV as of such date (such calculation with respect to AFT, the “Closing AFT Net Asset Value” and such calculation with respect to the Company, the “Closing AFT Merger MFIC Net Asset Value”), in each case using the same set of assumptions, methodologies and adjustments as has been historically used in preparing such calculation. Based on such calculations, the parties will calculate: (1) the “AFT Per Share NAV,” which will be equal to (i) the Closing AFT Net Asset Value divided by (ii) the number of shares of AFT Common Stock issued and outstanding as of the AFT Determination Date (excluding any AFT Cancelled Shares) and (2) the “AFT Merger MFIC Per Share NAV,” which will be equal to (A) the Closing AFT Merger MFIC Net Asset Value divided by (B) the number of shares of the Company’s Common Stock issued and outstanding as of the AFT Determination Date. The “AFT Exchange Ratio” will be equal to the quotient (rounded to four decimal places) of (i) the AFT Per Share NAV divided by (ii) the AFT Merger MFIC Per Share NAV. Furthermore, promptly following closing of the AFT Merger, the Adviser or its affiliates will pay to holders of shares of AFT Common Stock that are issued and outstanding immediately prior to the AFT Effective Time a special payment equal to $0.25 per share of AFT Common Stock, subject to deduction for any applicable withholding tax.

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The AFT Merger Agreement contains representations and warranties by the Company, AFT Merger Sub, the Adviser and AFT, subject to specified exceptions and qualifications.

Under the AFT Merger Agreement, immediately following the AFT Effective Time, the Company will repay or prepay any amounts outstanding under AFT’s existing credit facility as of the AFT Effective Time, subject to the conditions set forth in the Senior Secured Facility.

The AFT Merger Agreement also contains certain termination rights in favor of the Company and AFT, including if the AFT Merger is not completed on or before November 7, 2024, or if the requisite approvals of the Company’s and AFT’s stockholders are not obtained. The AFT Merger Agreement provides that, upon the termination of the AFT Merger Agreement under certain circumstances, a third party that enters into a definitive transaction with AFT may be required to pay the Company a termination fee of $7,029. The AFT Merger Agreement also provides that, upon the termination of the AFT Merger Agreement under certain circumstances, a third party that enters into a definitive agreement with the Company, the Company may be required to pay to AFT a termination fee of $29,905.

Consummation of the AFT Merger, which is currently anticipated to occur in the first half of 2024, is subject to certain closing conditions, including requisite approvals of the Company’s and AFT’s stockholders and certain other closing conditions. Neither the closing of the AFT Merger nor the closing of the AIF Merger is contingent on the closing of the other merger.

AIF Merger. On November 7, 2023, the Company entered into an Agreement and Plan of Merger (the “AIF Merger Agreement” and, together with the AFT Merger Agreement, the “Merger Agreements”) with Apollo Tactical Income Fund Inc., a Maryland corporation (“AIF”), AIF Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company (“AIF Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser. The AIF Merger Agreement provides that, subject to the terms and conditions set forth in the AIF Merger Agreement, at the effective time of the merger (the “AIF Effective Time”), AIF Merger Sub will be merged with and into AIF (the “AIF First Merger”), with AIF continuing as the surviving company and as a wholly-owned subsidiary of the Company. Immediately after the effectiveness of the AIF First Merger, AIF will be merged with and into the Company, with the Company continuing as the surviving company (together with the AIF First Merger, the “AIF Merger” and, together with the AIF Merger, the “Mergers”). Both the Company’s Board of Directors and AIF’s board of directors, including all of the respective independent directors, in each case, on the recommendation of special committees comprised solely of certain independent directors of the Company or AIF, as applicable, have approved the AIF Merger Agreement and the transactions contemplated thereby.

Subject to the terms and conditions of the AIF Merger Agreement, at the AIF Effective Time, each share of AIF Common Stock issued and outstanding immediately prior to the AIF Effective Time (other than shares owned by the Company or any of its consolidated subsidiaries, including AIF Merger Sub (the “AIF Cancelled Shares”) will be converted into the right to receive a number of shares of the Company’s Common Stock equal to the AIF Exchange Ratio (as defined below) (cash will be paid in lieu of fractional shares). AIF has no preferred stock outstanding, and no preferred stock will be issued by the Company as a result of the AIF Merger.

Under the AIF Merger Agreement, as of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the AIF Effective Time (such date, the “AIF Determination Date”), each of the Company and AIF will deliver to the other a calculation of its NAV as of such date (such calculation with respect to AIF, the “Closing AIF Net Asset Value” and such calculation with respect to the Company, the “Closing AIF Merger MFIC Net Asset Value”), in each case using the same set of assumptions, methodologies and adjustments as has been historically used in preparing such calculation. Based on such calculations, the parties will calculate: (1) the “AIF Per Share NAV,” which will be equal to (i) the Closing AIF Net Asset Value divided by (ii) the number of shares of AIF Common Stock issued and outstanding as of the AIF Determination Date (excluding any AIF Cancelled Shares) and (2) the “AIF Merger MFIC Per Share NAV,” which will be equal to (A) the Closing AIF Merger MFIC Net Asset Value divided by (B) the number of shares of the Company’s Common Stock issued and outstanding as of the AIF Determination Date. The “AIF Exchange Ratio” will be equal to the quotient (rounded to four decimal places) of (i) the AIF

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Per Share NAV divided by (ii) the AIF Merger MFIC Per Share NAV. Furthermore, promptly following the closing of the AIF Merger, the Adviser or its affiliates will pay to holders of shares of AIF Common Stock that are issued and outstanding immediately prior to the AIF Effective Time a special payment equal to $0.25 per share of AIF Common Stock, subject to deduction for any applicable withholding tax.

The AIF Merger Agreement contains representations and warranties by the Company, AIF Merger Sub, the Adviser and AIF, subject to specified exceptions and qualifications.

Under the AIF Merger Agreement, immediately following the AIF Effective Time, the Company will repay or prepay any amounts outstanding under AIF’s existing credit facility as of the AIF Effective Time, subject to the conditions set forth in the Company’s Senior Secured Credit Facility.

The AIF Merger Agreement also contains certain termination rights in favor of the Company and AIF, including if the AIF Merger is not completed on or before November 7, 2024, or if the requisite approvals of the Company’s and AIF’s stockholders are not obtained. The AIF Merger Agreement provides that, upon the termination of the AIF Merger Agreement under certain circumstances, a third party that enters into a definitive transaction with AIF may be required to pay the Company a termination fee of $6,348. The AIF Merger Agreement also provides that, upon the termination of the AIF Merger Agreement under certain circumstances, a third party that enters into a definitive agreement with the Company, the Company may be required to pay to AIF a termination fee of $29,905.

Consummation of the AIF Merger, which is currently anticipated to occur in the first half of 2024, is subject to certain closing conditions, including requisite approvals of the Company’s and AIF’s stockholders and certain other closing conditions. Neither the closing of the AIF Merger nor the closing of the AFT Merger (as defined below) is contingent on the closing of the other merger.

Distribution after the Consummation of the Mergers. Following the consummation of the Mergers and subject to applicable law, the Company will distribute to holders of shares of the Company’s Common Stock as of a record date to be determined by the Company’s Board of Directors an amount in cash equal to $0.20 per share of the Company’s Common Stock.

The foregoing descriptions of the Merger Agreements and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreements, which have been included as Exhibits 2.1 and 2.2 to this Quarterly Report on Form 10-Q. The representations, warranties, covenants and agreements contained in each Merger Agreement were made only for purposes of such Merger Agreement and as of specific dates; were solely for the benefit of the parties to such Merger Agreement (except as may be expressly set forth in such Merger Agreement); may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to such Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors and security holders should not rely on such representations, warranties, covenants or agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any of the parties to the Merger Agreements or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties, covenants and agreements may change after the date of each Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the parties to such Merger Agreement. For more information, see the Company’s current report on Form 8-K filed with the SEC on November 7, 2023.

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Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, gains and losses. Changes in the economic environment, financial markets, credit worthiness of portfolio companies and any other parameters used in determining such estimates could cause actual results to differ materially. In addition to the discussion below, our significant accounting policies are further described in the notes to the financial statements.

Fair Value Measurements

ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.

Level 3: Unobservable inputs for the asset or liability.

As of September 30, 2023, $2.37 billion or 99.9% of the Company’s investments were classified as Level 3. The high proportion of Level 3 investments relative to our total investments is directly related to our investment philosophy and target portfolio, which consists primarily of long-term secured debt, as well as unsecured and mezzanine positions of private middle-market companies. A fundamental difference exists between our investments and those of comparable publicly traded fixed income investments, namely high-yield bonds, and this difference affects the valuation of our private investments relative to comparable publicly traded instruments.

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Senior secured loans, or senior loans, are higher in the capital structure than high-yield bonds, and are typically secured by assets of the borrowing company. This improves their recovery prospects in the event of default and affords senior loans a structural advantage over high-yield bonds. Many of the Company’s investments are also privately negotiated and contain covenant protections that limit the issuer to take actions that could harm us as a creditor. High-yield bonds typically do not contain such covenants.

Given the structural advantages of capital seniority and covenant protection, the valuation of our private debt portfolio is driven more by investment specific credit factors than movements in the broader debt capital markets. Each security is evaluated individually and as indicated below, we value our private investments based upon a multi-step valuation process, including valuation recommendations from independent valuation firms.

Investment Valuation Process

Pursuant to Rule 2a-5 under the 1940 Act, the Company’s Board of Directors has designated the Investment Adviser as its "valuation designee” to perform the fair value determinations for all investments held by the Company. The Company's Board of Directors continues to be responsible for overseeing the processes for determining fair valuation.

Under the Company's valuation policies and procedures, the Investment Adviser values investments, including certain secured debt, unsecured debt, and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations (unless they are deemed not to represent fair value). We attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker, primary market dealer or other independent pricing service). We utilize mid-market pricing as a practical expedient for fair value unless a different point within the range is more representative. If and when market quotations are unavailable or are deemed not to represent fair value, we typically utilize independent third party valuation firms to assist us in determining fair value. Accordingly, such investments go through our multi-step valuation process as described below. In each case, our independent third party valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations for such investments. Investments purchased within the quarter before the valuation date and debt investments with remaining maturities of 60 days or less may each be valued at cost with interest accrued or discount accreted/premium amortized to the date of maturity (although they are typically valued at available market quotations), unless such valuation, in the judgment of our Investment Adviser, does not represent fair value. In this case, such investments shall be valued at fair value as determined in good faith by or under the direction of the Investment Adviser, including using market quotations where available. Investments that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Investment Adviser. Such determination of fair values may involve subjective judgments and estimates.

Our quarterly valuation process begins with each portfolio company or investment being initially valued by using certain inputs provided, among others, by the investment professionals of our Investment Adviser who are responsible for the portfolio investment.

Preliminary valuation conclusions are then documented and discussed with senior management of our Investment Adviser.

The Investment Adviser discusses valuations and determines in good faith the fair value of each investment in our portfolio based on the input of the applicable independent valuation firm.

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Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, seniority of investment in the investee company’s capital structure, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, our principal market (as the reporting entity) and enterprise values, among other factors. When readily available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process. During the six months ended September 30, 2023, there were no significant changes to the Company’s valuation techniques and related inputs considered in the valuation process.

Because there is not a readily available market value for most of the investments in our portfolio, substantially all of our portfolio investments are valued at fair value as determined in good faith by our investment adviser, as the valuation designee, as described herein. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had an active market existed for such investments and may differ materially from the values that we may ultimately realize.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned.

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Results of Operations

Operating results for the three and nine months ended September 30, 2023 and 2022 were as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)*	2023			2022			2023			2022
Investment Income
Interest income	$	66.7		$	56.3		$	198.1		$	160.4
Dividend income		0.7			0.3			0.9			0.9
PIK interest income		0.5			0.9			2.1			2.4
Other income		0.3			1.5			3.5			3.3
Total investment income	$	68.2		$	58.9		$	204.6		$	167.0
Expenses
Management and performance-based incentive fees, net of amounts waived	$	10.3		$	12.9		$	30.9		$	33.0
Interest and other debt expenses, net of reimbursements		25.9			20.0			76.2			50.5
Administrative services expense, net of reimbursements		1.5			1.2			4.2			3.8
Other general and administrative expenses		2.5			2.2			7.0			6.7
Net Expenses	$	40.3		$	36.2		$	118.3		$	94.0
Net Investment Income	$	27.9		$	22.7		$	86.2		$	73.0
Net Realized and Change in Unrealized Gains (Losses)
Net realized gains (losses)	$	(0.2	)	$	(0.2	)	$	(1.2	)	$	(1.9	)
Net change in unrealized gains (losses)		2.3			(6.5	)		0.5			(45.2	)
Net Realized and Change in Unrealized Gains (Losses)	$	2.1		$	(6.6	)	$	(0.7	)		(47.1	)
Net Increase in Net Assets Resulting from Operations	$	30.0		$	16.0		$	85.5		$	25.9

Net Investment Income on Per Average Share Basis (1)	$	0.43		$	0.35		$	1.32		$	1.14
Earnings per share — basic (1)	$	0.46		$	0.25		$	1.31		$	0.40

* Totals may not foot due to rounding.

(1) Based on the weighted average number of shares outstanding for the period presented.

Total Investment Income

For the three months ended September 30, 2023 as compared to the three months ended September 30, 2022

The increase in total investment income for the three months ended September 30, 2023 compared to the three months ended September 30, 2022 was primarily driven by the increase in total interest income (including PIK interest income) of $10.0 million. The increase in total interest income was due to an increase in the average yield for the total debt portfolio, from 9.6% for the three months ended September 30, 2022 to 12.0% for the three months ended September 30, 2023. The increase was partially offset by a decrease in other income and prepayment fees and income recognized from the acceleration of discount, premium, or deferred fees on repaid investments. Prepayment fees and income recognized from acceleration of discount, premium, or deferred fees on repaid investments totaled $3.0 million for the three months ended September 30, 2022 and $0.6 million for the three months ended September 30, 2023. The decrease in other income of $1.2 million was primarily due to decrease in amendment fees and consent fees. Furthermore, the increase in dividend income of $0.5 million was primarily due to income generated from structured products.

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For the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022

The increase in total investment income for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 was primarily driven by the increase in total interest income (including PIK interest income) of $37.4 million. The increase in total interest income was due to an increase in the average yield for the total debt portfolio, from 8.8% for the nine months ended September 30, 2022 to 11.4% for the nine months ended September 30, 2023. The increase was partially offset by a decrease in amortization and in prepayment fees and income recognized from the acceleration of discount, premium, or deferred fees on repaid investments, which totaled $8.6 million for the nine months ended September 30, 2022 and $3.8 million for the nine months ended September 30, 2023. Furthermore, the increase in other income of $0.2 million was primarily due to an increase in structuring and commitment fees received.

Net Expenses

For the three months ended September 30, 2023 as compared to the three months ended September 30, 2022

The increase in net expenses for the three months ended September 30, 2023 compared to the three months ended September 30, 2022 was primarily driven by the increase in interest and other debt expenses of $5.9 million. The increase in interest and other debt expenses was attributed to an increase in the total annualized cost of debt, from 5.17% for the three months ended September 30, 2022 to 7.16% for the three months ended September 30, 2023. Further, the decrease of $2.6 million in management and performance-based incentive fees (net of amounts waived) was primarily driven by a decrease in gross management fee due to the change in fee structure effective January 1, 2023. This was partially offset by an increase in performance-based incentive fees.

For the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022

The increase in net expenses for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 was primarily driven by the increase in interest and other debt expenses of $25.7 million. The increase in interest and other debt expenses was attributed to an increase in the total annualized cost of debt, from 4.25% for the nine months ended September 30, 2022 to 7.02% for the nine months ended September 30, 2023. Further, the decrease of $2.1 million in management and performance-based incentive fees (net of amounts waived) was primarily driven by a decrease in gross management fee due to the change in fee structure effective January 1, 2023. This was partially offset by an increase in performance-based incentive fees.

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Net Realized Gains (Losses)

For the three months ended September 30, 2023 as compared to the three months ended September 30, 2022

During the three months ended September 30, 2023, we recognized gross realized gains of $0.1 million and gross realized losses of $0.3 million, resulting in net realized losses of $0.2 million.

During the three months ended September 30, 2022, we recognized gross realized gains of $0.3 million and gross realized losses of $0.5 million, resulting in net realized losses of $0.2 million.

For the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022

During the nine months ended September 30, 2023, we recognized gross realized gains of $0.2 million and gross realized losses of $1.4 million, resulting in net realized losses of $1.2 million. There were no significant realized gains (losses) for the nine months ended September 30, 2023.

During the nine months ended September 30, 2022, we recognized gross realized gains of $0.0 million and gross realized losses of $1.9 million, resulting in net realized losses of $1.9 million. Net realized losses for the nine months ended September 30, 2022 was primarily driven by the write off of the Company’s investment in AVAD, LLC. Significant realized gains (losses) for the nine months ended September 30, 2022 are summarized below:


(in millions)	Net Realized Gain (Loss)
AVAD, LLC	$	(1.0	)

Net Change in Unrealized Gains (Losses)

For the three months ended September 30, 2023 as compared to the three months ended September 30, 2022

During the three months ended September 30, 2023, we recognized gross unrealized gains of $13.1 million and gross unrealized losses of $10.8 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized gains of $2.3 million. Net change in unrealized gains (losses) for the three months ended September 30, 2023 was primarily driven by the increase in cashflows from Merx Aviation Finance, LLC, the financial under-performance of ViewRay and widening credit spreads. Significant changes in unrealized gains (losses) for the three months ended September 30, 2023 are summarized below:


(in millions)	Net Change in Unrealized Gain (Loss)
Merx Aviation Finance, LLC	$	2.5
ViewRay		(2.4	)
Renew Financial LLC (f/k/a Renewable Funding, LLC)		(1.8	)
NFA Group		(1.6	)
Westfall Technik, Inc.		(1.0	)

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During the three months ended September 30, 2022, we recognized gross unrealized gains of $25.4 million and gross unrealized losses of $31.9 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized losses of $6.5 million. Net change in unrealized gains (losses) for the three months ended September 30, 2022 was primarily driven by decrease in value of Spotted Hawk due to revised outlook on company's performance as well as decrease in value of K&N Parent, Inc. due to performance softness. Significant changes in unrealized gains (losses) for the three months ended September 30, 2022 are summarized below:


(in millions)	Net Change in Unrealized Gain (Loss)
ChyronHego Corporation	$	7.1
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.)		4.2
MSEA Tankers LLC		1.5
AVAD, LLC		1.3
Ambrosia Buyer Corp.		1.3
Spotted Hawk		(7.0	)
K&N Parent, Inc.		(5.3	)
Merx Aviation Finance, LLC		(4.5	)
NFA Group		(3.0	)
Renew Financial LLC (f/k/a Renewable Funding, LLC)		(1.7	)
The Club Company		(1.1	)

For the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022

During the nine months ended September 30, 2023, we recognized gross unrealized gains of $19.7 million and gross unrealized losses of $19.2 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized gains of $0.5 million. Net change in unrealized gains (losses) for the nine months ended September 30, 2023 was primarily driven by the increase in cashflows from Merx Aviation Finance, LLC, the financial under-performance of ViewRay and widening credit spreads. Significant changes in unrealized gains (losses) for the nine months ended September 30, 2023 are summarized below:


(in millions)	Net Change in Unrealized Gain (Loss)
Merx Aviation Finance, LLC	$	2.9
Golden Bear		2.5
AVAD, LLC		1.1
ViewRay		(3.3	)
Renew Financial LLC (f/k/a Renewable Funding, LLC)		(1.8	)
Berner Foods		(1.5	)
Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon SPE I LLC)		(1.5	)
Ambrosia Buyer Corp.		(1.2	)
Sequential Brands Group, Inc.		(1.2	)

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During the nine months ended September 30, 2022, we recognized gross unrealized gains of $49.3 million and gross unrealized losses of $94.5 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized losses of $45.2 million. Net change in unrealized gains (losses) for the nine months ended September 30, 2022 was primarily driven by the decrease in value of Merx Aviation Finance LLC due to various lease restructuring, aircraft sales and impacts from the Russian/Ukraine conflict. Significant changes in unrealized gains (losses) for the nine months ended September 30, 2022 are summarized below:


(in millions)	Net Change in Unrealized Gain (Loss)
ChyronHego Corporation	$	11.1
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.)		10.7
Ambrosia Buyer Corp.		2.7
Emmes Corporation		1.7
Merx Aviation Finance, LLC		(38.3	)
MSEA Tankers LLC		(10.2	)
K&N Parent, Inc.		(7.3	)
NFA Group		(7.3	)
Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon SPE I LLC)		(4.0	)
Renew Financial LLC (f/k/a Renewable Funding, LLC)		(2.4	)
The Club Company		(2.3	)
Golden Bear		(2.1	)
Spotted Hawk		(1.8	)
CARE Fertility		(1.1	)

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Liquidity and Capital Resources

The Company’s liquidity and capital resources are generated and generally available through periodic follow-on equity and debt offerings, our Senior Secured Facility (as defined in Note 6 to the financial statements), our senior secured notes, our senior unsecured notes, investments in special purpose entities in which we hold and finance particular investments on a non-recourse basis, as well as from cash flows from operations, investment sales of liquid assets and repayments of senior and subordinated loans and income earned from investments.

We believe that our current cash and cash equivalents on hand, our short-term investments, proceeds from the sale of our 2025 Notes and 2026 Notes, our available borrowing capacity under our Senior Secured Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months.

Cash Equivalents

The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less from the date of purchase would qualify, with limited exceptions. The Company deems that certain money market funds, U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities would qualify as cash equivalents (See Note 2 to the financial statements) At the end of each fiscal quarter, we consider taking proactive steps utilizing cash equivalents with the objective of enhancing our investment flexibility during the following quarter, pursuant to Section 55 of the 1940 Act. More specifically, we may purchase U.S. Treasury bills from time-to-time on the last business day of the quarter and typically close out that position on the following business day, settling the sale transaction on a net cash basis with the purchase, subsequent to quarter end. The Company may also utilize repurchase agreements or other balance sheet transactions, including drawing down on our Senior Secured Facility, as we deem appropriate. The amount of these transactions or such drawn cash for this purpose is excluded from total assets for purposes of computing the asset base upon which the management fee is determined.

Debt

See Note 6 to the financial statements for information on the Company’s debt.

The following table shows the contractual maturities of our debt obligations as of September 30, 2023:


		Payments Due by Period
(in millions)	Total			Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years
Senior Secured Facility (1)	$		962.9	$	—	$	—	$	962.9	$	—
2025 Notes			350.0		—		350.0		—		—
2026 Notes			125.0		—		125.0		—		—
Total Debt Obligations	$		1,437.9	$	—	$	475.0	$	962.9	$	—

____________________

(1)

As of September 30, 2023, aggregate lender commitments under the Senior Secured Facility totaled $1.71 billion and $681.5 million of unused capacity. As of September 30, 2023, there were $60.6 million of letters of credit issued under the Senior Secured Facility as shown as part of total commitments in Note 8 to the financial statements.

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Stockholders’ Equity

See Note 7 to the financial statements for information on the Company’s public offerings and share repurchase plans.

Distributions

Distributions paid to stockholders during the three and nine months ended September 30, 2023 totaled $24.8 million ($0.38 per share) and $74.5 million ($1.14 per share), respectively. Distributions paid to stockholders during the three and nine months ended September 30, 2022 totaled $22.8 million ($0.36 per share) and $68.7 million ($1.08 per share), respectively. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. Although the tax character of distributions paid to stockholders through September 30, 2023 may include return of capital, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until we file our tax return for the tax year ended December 31, 2023. Tax characteristics of all distributions will be reported to stockholders on Form 1099 after the end of the calendar year. Our quarterly distributions, if any, will be determined by our Board of Directors.

To maintain our RIC status, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. Although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment. Currently, we have substantial net capital loss carryforwards and consequently do not expect to generate cumulative net capital gains in the foreseeable future.

We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a dividend, then stockholders’ cash dividends will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash dividends.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, due to the asset coverage test applicable to us as a BDC, we may in the future be limited in our ability to make distributions. Also, our revolving credit facility may limit our ability to declare dividends if we default under certain provisions or fail to satisfy certain other conditions. If we do not distribute a certain percentage of our income annually, we may suffer adverse tax consequences, including possible loss of the tax benefits available to us as a RIC. In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual PIK, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may not be able to meet the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC.

With respect to the distributions to stockholders, income from origination, structuring, closing, commitment and other upfront fees associated with investments in portfolio companies is treated as taxable income and accordingly, distributed to stockholders.

PIK Income

For the three and nine months ended September 30, 2023, PIK income totaled $0.5 million and $2.1 million on total investment income of $68.2 million and $204.6 million, respectively. For the three and nine months ended September 30, 2022, PIK income totaled $0.9 million and $2.4 million on total investment income of $58.9 million and $167.0 million, respectively. In order to maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders annually in the form of distributions, even though the Company has not yet collected the cash. See Note 5 to the financial statements for more information on the Company’s PIK income.

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Related Party Transactions

See Note 3 to the financial statements for information on the Company’s related party transactions.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates and the valuations of our investment portfolio. Uncertainty with respect to the economic effects of rising interest rates in response to inflation, the war in Russia and Ukraine and the COVID-19 pandemic introduced significant volatility in the financial markets, and the effects of this volatility has materially impacted and could continue to materially impact our market risks, including those listed below. For additional information concerning these risks and their potential impact on our business and our operating results, see Part II - Other information, Item 1A. Risk Factors.

Investment valuation risk

Because there is not a readily available market value for most of the investments in our portfolio, we value all of our portfolio investments at fair value as determined in good faith by our board of directors based on, among other things, the input of our management and audit committee and independent valuation firms that have been engaged at the direction of our board of directors to assist in the valuation of each portfolio investment without a readily available market quotation (with certain de minimis exceptions). Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” and “—Fair Value Measurements” as well as Notes 2 and 5 to our financial statements for the three and nine months ended September 30, 2023 for more information relating to our investment valuation.

Interest Rate Risk

Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of September 30, 2023, a majority of our debt portfolio investments bore interest at variable rates, which generally are SOFR-based (or based on an equivalent applicable currency rate such as SOFR) and typically have durations of one to six months after which they reset to current market interest rates, and many of which are subject to certain floors. Further, our Senior Secured Facility bears interest at SOFR rates with no interest rate floors, while our 2025 Notes and 2026 Notes bears interest at a fixed rate. Some of our investments are LIBOR-based. As of September 30, 2023, all non-U.S. dollar LIBOR publications have been phased out. The phase out of a majority of the U.S. dollar publications was delayed until June 30, 2023. Potential changes, or uncertainty related to such potential changes, may adversely affect the market for LIBOR-based securities, including our portfolio of LIBOR-indexed, floating-rate debt securities, or the cost of our borrowings. SOFR appears to be the preferred alternative replacement rate for U.S. dollar LIBOR, but there is no guarantee SOFR will become the dominant alternative. Please see Part 1 of our transition report on Form 10-KT for the nine months ended December 31, 2022, “Item 1A. Risk Factors—Risks Relating to the Current Environment — The interest rates of some of our floating-rate loans to our portfolio companies may be priced using a spread over LIBOR, which is being phased out."

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We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

The following table shows the estimated annual impact on net investment income of base rate changes in interest rates (considering interest rate flows for variable rate instruments) to our loan portfolio and outstanding debt as of September 30, 2023, assuming no changes in our investment and borrowing structure:


Basis Point Change	Net Investment Income		Net Investment Income Per Share
Up 150 basis points	$	13.7 million	$	0.210
Up 100 basis points		9.2 million		0.140
Up 50 basis points		4.6 million		0.070
Down 50 basis points		(4.6) million		(0.070	)
Down 100 basis points		(9.2) million		(0.140	)
Down 150 basis points		(13.7) million		(0.210	)

We may hedge against interest rate fluctuations from time-to-time by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of September 30, 2023 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Changes in Internal Control Over Financial Reporting

Management has not identified any change in the Company’s internal control over financial reporting that occurred during the third quarter of 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently subject to any material legal proceedings, nor, to our knowledge are any material legal proceedings threatened against us. From time to time, we may become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our portfolio companies. While we do not expect that the resolution of these matters if they arise would materially affect our business, financial condition or results of operations, resolution will be subject to various uncertainties and could result in the expenditure of significant financial and managerial resources.

Item 1A. Risk Factors

In addition to the risk factor below and other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Transition Report on Form 10-KT for the nine months ended December 31, 2022, which could materially affect our business, financial condition and/or operating results. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

Risks Relating to the Mergers

Because the market price of our common stock and the NAV per share of our common stock, AIF’s Common Stock and AFT’s Common Stock will fluctuate, AIF Stockholders and AFT Stockholders cannot be sure of the market value of the consideration they will receive in connection with the Mergers until the AIF Closing and AFT Closing.

At the AIF Effective Time and AFT Effective Time, each share of AIF Common Stock and AFT Common Stock issued and outstanding immediately prior to the AIF Effective Time and AFT Effective Time (other than AIF Cancelled Shares and AFT Cancelled Shares), respectively, will be converted into the right to receive a number of shares of our common stock, equal to the AIF Exchange Ratio and AFT Exchange Ratio (cash may be paid in lieu of fractional shares). The market value of such consideration to be received by AIF Stockholders upon completion of the AIF Merger (the “AIF Merger Consideration”) may vary from the closing price of AIF Common Stock and our common stock, respectively, on the date the AIF Merger was announced, on the date of the AIF Special Meeting to consider the AIF Merger Proposal and on the date the AIF Merger is completed. The market value of such consideration to be received by AFT Stockholders upon completion of the AFT Merger (the “AFT Merger Consideration”) may vary from the closing price of AFT Common Stock and our common stock, respectively, on the date the AFT Merger was announced, on the date of the AFT Special Meeting to consider the AFT Merger Proposal and on the date the AFT Merger is completed. Any change in the market price of our common stock prior to completion of the Mergers will affect the market value of the AIF Merger Consideration and AFT Merger Consideration that AIF Stockholders and AFT Stockholders, respectively, will receive upon completion of the Mergers. Additionally, the AIF Exchange Ratio and AFT Exchange Ratio will fluctuate as AIF’s, AFT’s and our respective NAVs change prior to the AIF Closing and AFT Closing.

Accordingly, at the time of the AIF Special Meeting and AFT Special Meeting, AIF Stockholders and AFT Stockholders, respectively, will not know or be able to calculate the market value of the AIF Merger Consideration and AFT Merger Consideration they would receive upon completion of the Mergers, and at the closing of the Mergers, our NAV and the NAV AIF and AFT may be lower than the respective market prices. Neither AIF, AFT nor the Company is permitted to terminate the Merger Agreements or resolicit the vote of their respective stockholders solely because of changes in the market price of shares of our common stock. There will be no adjustment to the AIF Merger Consideration or AFT Merger Consideration for changes in the market price of shares of our Common Stock.

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Changes in the market price of our common stock may result from a variety of factors, including, among other things:


	•		significant volatility in the market price and trading volume of securities of Business Development Companies (“BDCs”) or other companies in our sector, which are not necessarily related to the operating performance of these companies;
	•		changes in regulatory policies, accounting pronouncements or tax guidelines, particularly with respect to RICs and BDCs;
	•		loss of our BDC or RIC status;
	•		changes in earnings or variations in operating results or distributions that exceed our net investment income;
	•		increases in expenses associated with defense of litigation and responding to SEC inquiries;
	•		changes in accounting guidelines governing valuation of our investments;
	•		changes in the value of our portfolio of investments, including as a result of general economic conditions, interest rate shifts and changes in the performance of our portfolio companies;
	•		any shortfall in investment income or net investment income or any increase in losses from levels expected by investors or securities analysts;
	•		departure of our Adviser’s key personnel; and
	•		general economic trends and other external factors, including those related to the COVID-19 pandemic.

These factors are generally beyond our control. The range of high and low sales prices per share of our common Stock as reported on the NASDAQ for the three-month period ended September 30, 2023 was a low of $12.35 and a high of $14.03. However, historical trading prices are not necessarily indicative of future performance. AIF Stockholders and AFT Stockholders should obtain current market quotations for shares of our common stock prior to the AIF Special Meeting and AFT Special Meeting, respectively.

Sales of shares of our common stock after the completion of the Mergers may cause the trading price of our common stock to decline.

For illustrative purposes, based on September 30, 2023 NAVs (and adjusted for estimated transaction costs), MFIC would issue approximately 13,852,198 and 15,338,414 shares of our common stock for each share of AIF Common Stock outstanding and AFT Common Stock outstanding, respectively, resulting in pro forma ownership of 69% for current our stockholders, 15% for current AIF Stockholders and 16% for current AFT Stockholders. Former AIF Stockholders and AFT Stockholders may be required to or decide to sell the shares of our common stock that they receive pursuant to the applicable Merger Agreement. In addition, our stockholders may decide not to hold their shares after completion of either or both Mergers. In each case, such sales of our common stock could have the effect of depressing the trading price for our common stock and may take place promptly following the completion of either or both Mergers. If this occurs, it could impair our ability to raise additional capital through the sale of equity securities should we desire to do so.

The market prices of our common stock, AIF Common Stock and AFT Common Stock after the Mergers may be affected by factors different from those affecting such common stock currently.

Our and AIF’s and AFT’s business differ in some respects. For example, our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation, while AIF’s and AFT’s investment objective is to seek current income with a secondary objective of preservation of capital. Accordingly, the results of operations of the combined company and the market prices of our common stock after the Mergers may be affected by factors different from those currently affecting the independent results of operations and trading price of each of the Company, AIF and AFT, such as a larger stockholder base, a different

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portfolio composition and a different capital structure. Accordingly, our and AIF’s and AFT’s respective historical trading prices and financial results may not be indicative of these matters for the combined company following the Mergers.

Most of our stockholders, AIF Stockholders and AFT Stockholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Mergers.

Our stockholders will experience a substantial reduction in their percentage ownership interests and effective voting power in respect of the combined company relative to their percentage ownership interests in us prior to the Mergers unless they hold a comparable or greater percentage ownership in AIF or AFT. Consequently, our stockholders should generally expect to exercise less influence over the management and policies of the combined company following the Mergers than they currently exercise over the management and policies of the Company. Similarly, AIF Stockholders and AFT Stockholders will experience a substantial reduction in their percentage ownership interests and effective voting power in respect of the combined company relative to their percentage ownership interests in AIF and AFT, respectively, prior to the Mergers unless they hold a comparable or greater percentage ownership in us and AIF or AFT, as applicable. Consequently, AIF Stockholders and AFT Stockholders should generally expect to exercise less influence over the management and policies of the combined company following the Mergers than they currently exercise over the management and policies of AIF and AFT, respectively. In addition, prior to completion of the Mergers, subject to certain restrictions in the Merger Agreements and certain restrictions under the 1940 Act for issuances at prices below the then-current NAV per share of our common stock, AIF Common Stock and AFT Common Stock, we, AIF and AFT may issue additional shares of our common stock, AIF Common Stock and AFT Common Stock, respectively, which would further reduce the percentage ownership of the combined company to be held by our current stockholders or the current AIF Stockholders and AFT Stockholders.

We may be unable to realize the benefits anticipated by the Mergers, including estimated cost savings, or it may take longer than anticipated to achieve such benefits.

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

We also expect to achieve certain synergies and cost savings from the Mergers when the companies have fully integrated their portfolios. It is possible that the estimates of these synergies and potential cost savings could ultimately be incorrect. The cost savings estimates also assume that we will be able to combine its operations and AIF’s and AFT’s operations in a manner that permits those cost savings to be fully realized. If the estimates turn out to be incorrect or if we are not able to successfully combine AIF’s and AFT’s investment portfolios or businesses with our operations, the anticipated synergies and cost savings may not be fully realized or realized at all or may take longer to realize than expected.

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The announcement and pendency of the proposed Mergers could adversely affect our, AIF’s and/or AFT’s business, financial results and operations.

The announcement and pendency of the proposed Mergers could cause disruptions in and create uncertainty surrounding our, AIF’s and/or AFT’s business, including affecting relationships with existing and future borrowers, which could have a significant negative impact on future revenues and results of operations, regardless of whether the Mergers are completed. In addition, we, AIF and AFT have diverted, and will continue to divert, management resources towards the completion of the Mergers, which could have a negative impact on each of their future revenues and results of operations.

We, AIF and AFT are also subject to restrictions on the conduct of each of their businesses prior to the completion of the Mergers as provided in the Merger Agreements, generally requiring us, AIF and AFT to conduct their businesses only in the ordinary course and subject to specific limitations, including, among other things, certain restrictions on their ability to make certain investments and acquisitions, sell, transfer or dispose of their assets, amend their organizational documents and enter into or modify certain material contracts. These restrictions could prevent us, AIF or AFT from pursuing otherwise attractive business opportunities, industry developments and future opportunities and may otherwise have a significant negative impact on their future investment income and results of operations.

If either or both of the Mergers does not close, we, AIF and/or AFT will not benefit from the expenses incurred in pursuit of the Mergers.

The Mergers may not be completed. If the Mergers are not completed, we, AIF and AFT will have incurred substantial expenses for which no ultimate benefit will have been received. We, AIF and AFT will be responsible for paying certain expenses in connection with the Mergers, and as a result our stockholders, AIF Stockholders and AFT Stockholders will bear those costs. Specifically, all fees and expenses incurred in connection with the Merger Agreements and the transactions contemplated thereby (including the AIF Merger and AFT Merger) will be paid by the party incurring such fees or expenses, whether or not the transactions contemplated by the Merger Agreements (including the AIF Merger and AFT Merger) are consummated; provided, however, notwithstanding the foregoing, upon the closing of each Merger, an affiliate of Apollo has agreed to reimburse us, AFT and AIF for all merger-related expenses incurred and payable in connection with the transactions. If a Merger does not close, a portion of the merger-related expenses of AFT or AIF, as applicable, will be reimbursed by an affiliate of Apollo (with the remainder to be borne by AFT or AIF, as applicable), and all of our expenses related to that merger will be borne by us. It is anticipated that our Adviser or its affiliate will bear expenses of approximately $7,234 in connection with the Mergers, if consummated. It is anticipated that we will bear expenses of approximately $0 if the AIF Merger is not consummated, and expenses of approximately $0 if the AFT Merger is not consummated. It is anticipated that AIF will bear expenses of approximately $420 if the AIF Merger is not consummated. It is anticipated that AFT will bear expenses of approximately $478 if the AFT Merger is not consummated.

The termination of either or both of the Merger Agreements could negatively impact us, AIF and/or AFT.

If either or both of the Merger Agreements is terminated, there may be various consequences, including:

•

our business or the businesses of AIF and/or AFT may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Mergers, without realizing any of the anticipated benefits of completing the Mergers;

•

AIF and/or AFT may not be able to find a party willing to pay an equivalent or more attractive price than the price we agreed to pay in the Mergers; and

•

we, AIF and/or AFT will not realize the anticipated benefits of the Mergers.

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Under certain circumstances, we, AIF or AFT would be obligated to pay a termination fee upon termination of the Merger Agreements.

The Mergers may not be completed. The Merger Agreements provides for the payment, subject to applicable law, by us, AIF or AFT of a termination fee under certain circumstances. The AFT Merger Agreement provides that, upon the termination of the AFT Merger Agreement under certain circumstances, a third party that enters into a definitive transaction with AFT may be required to pay us a termination fee of $7,029. The AFT Merger Agreement also provides that, upon the termination of the AFT Merger Agreement under certain circumstances, a third party that enters into a definitive agreement with us, we may be required to pay to AFT a termination fee of $29,905. The AIF Merger Agreement provides that, upon the termination of the AIF Merger Agreement under certain circumstances, a third party that enters into a definitive transaction with AIF may be required to pay us a termination fee of $6,348. The AIF Merger Agreement also provides that, upon the termination of the AIF Merger Agreement under certain circumstances, a third party that enters into a definitive agreement with us, we may be required to pay to AIF a termination fee of $29,905.

The Merger Agreements limit our ability and the ability of AIF and AFT to pursue alternatives to the Mergers.

The Merger Agreements include restrictions on our ability and the ability of AIF and AFT to solicit proposals for alternative transactions or engage in discussions regarding such proposals, subject to exceptions and termination provisions, which could have the effect of discouraging such proposals from being made or pursued. These provisions include a termination fee of $29,905, which is equal to 3.0% of our net asset value as of September 30, 2023, payable by third parties to us under certain circumstances; a termination fee of $6,348, which is equal to 3.0% of the net asset value of AIF as of September 30, 2023, payable by third parties to AIF under certain circumstances; and a termination fee of $7,029, which is equal to 3.0% of the net asset value of AFT as of September 30, 2023, payable by third parties to AFT under certain circumstances. These termination fees might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of us, AIF or AFT from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share market price than that proposed in the Mergers or might result in a potential competing acquirer proposing to pay a lower per share price to acquire us, AIF or AFT than it might otherwise have proposed to pay.

The opinions delivered to our Special Committee, the AIF Special Committee and the AFT Special Committee from their respective financial advisors prior to the signing of the Merger Agreements will not reflect changes in circumstances since the date of the opinions.

The opinion of Lazard Ltd, the financial advisor to the our Special Committee, was delivered to our Special Committee and our Board of directors on, and was dated, November 6, 2023. The opinion of Keefe, Bruyette & Woods Inc., A Stifel Company, the financial advisor to the AIF Special Committee, was delivered to the AIF Special Committee and the AIF Board on, and was dated, November 6, 2023. The opinion of Keefe, Bruyette & Woods Inc., A Stifel Company, the financial advisor to the AFT Special Committee, was delivered to the AFT Special Committee and the AFT Board on, and was dated, November 6, 2023. Changes in our, AIF’s or AFT’s operations and prospects, general market and economic conditions and other factors that may be beyond the control of us, AIF or AFT may significantly alter our, AIF’s or AFT’s respective value or the respective price of shares of our common stock, AIF Common Stock or AFT Common Stock by the time the AIF Merger or AFT Merger, as applicable, is completed. The opinions do not speak as of the time the AIF Merger or the AFT Merger, as applicable, will be completed or as of any date other than the date of such opinions. For a description of the opinion that the MFIC Special Committee received from its financial advisor.

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The Mergers are subject to closing conditions, including stockholder approvals, that, if not satisfied or (to the extent legally allowed) waived, will result in the Mergers not being completed, which may result in material adverse consequences to the business and operations of us, AIF and/or AFT.

The Mergers are subject to closing conditions, including certain approvals of our stockholders, AIF Stockholders and/or AFT Stockholders that, if not satisfied, will prevent the Mergers from being completed. The closing condition that AIF Stockholders and AFT Stockholders approve the applicable Merger Proposal may not be waived under applicable law and must be satisfied for each of the Mergers to be completed. If AIF Stockholders and/or AFT Stockholders do not approve the applicable Merger Proposal and either or both of the Mergers is not completed, the resulting failure could have a material adverse impact on us, AIF’s and/or AFT’s respective businesses and operations. The closing of the AIF Merger is not contingent on the closing of the AFT Merger, and vice versa. If our stockholders do not approve the issuance of shares in connection with the Mergers and the Mergers are not completed, the resulting failure of the Mergers could have a material adverse impact on us, AIF’s and AFT’s respective businesses and operations. In addition to the required approvals of our stockholders, AIF Stockholders and AFT Stockholders, the Mergers are subject to a number of other conditions beyond the control of us, AIF and AFT that may prevent, delay or otherwise materially adversely affect completion of the Mergers. We, AIF and AFT cannot predict whether and when these other conditions will be satisfied. The failure to complete the Mergers would result in us, AIF and AFT, and our stockholders, AIF Stockholders and AFT Stockholders, failing to realize the anticipated benefits of the Mergers.

We, AIF and/or AFT may, to the extent legally allowed, waive one or more conditions to the AIF Merger and/or the AFT Merger, as applicable, without resoliciting stockholder approval.

Certain conditions to our, AIF’s and AFT’s respective obligations to complete the AIF Merger and/or the AIF Merger, as applicable, may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by mutual agreement. In the event that any such waiver does not require resolicitation of stockholders, we, AIF and/or AFT will each have the discretion to complete the AIF Merger and/or the AFT Merger, as applicable, without seeking further stockholder approval. The conditions requiring the approval of our stockholders, AIF Stockholders and AFT Stockholders, as applicable, however, cannot be waived.

We, AIF and AFT will be subject to operational uncertainties and contractual restrictions while the Mergers are pending.

Uncertainty about the effect of the Mergers may have an adverse effect on us, AIF and/or AFT and, consequently, on the combined company following completion of the Mergers. These uncertainties may cause those that deal with us, AIF and/or AFT to seek to change their existing business relationships with them. In addition, the Merger Agreement restricts us, AIF and AFT from taking actions that each might otherwise consider to be in its best interests. These restrictions may prevent us, AIF and/or AFT from pursuing certain business opportunities that may arise prior to the completion of the Mergers.

Litigation filed against us, AIF and/or AFT in connection with the Mergers could result in substantial costs and could delay or prevent either or both of the Mergers from being completed.

From time to time, we, AIF and/or AFT may be subject to legal actions, including securities class action lawsuits and derivative lawsuits, as well as various regulatory, governmental and law enforcement inquiries, investigations and subpoenas in connection with the Mergers. These or any similar securities class action lawsuits and derivative lawsuits, regardless of their merits, may result in substantial costs and divert management time and resources. An adverse judgment in such cases could have a negative impact on the liquidity and financial condition of us, AIF, AFT and/or the combined company following the Mergers or could prevent either or both of the Mergers from being completed.

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The Mergers may trigger certain “change of control” provisions and other restrictions in contracts of us, AIF and/or AFT or their affiliates and the failure to obtain any required consents or waivers could adversely impact the combined company.

Certain of our agreements and the agreements of AIF, AFT or their affiliates may require by their terms the consent or waiver of one or more counterparties in connection with the Mergers. The failure to obtain any such consent or waiver may permit such counterparties to terminate, or otherwise increase their rights or our, AIF’s or AFT’s obligations under, any such agreement because the Mergers or other transactions contemplated by the Merger Agreements may violate an anti-assignment, change of control or similar provision relating to any of such transactions. If this occurs, we may have to seek to replace that agreement with a new agreement or seek an amendment to such agreement. We, AIF and AFT cannot assure you that we will be able to replace or amend any such agreement on comparable terms or at all.

If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these agreements could adversely affect the financial performance or results of operations of the combined company following the Mergers, including preventing us from operating a material part of AIF’s or AFT’s businesses.

In addition, the consummation of the Mergers may violate, conflict with, result in a breach of provisions of, or the loss of any benefit under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration or other change of any right or obligation (including any payment obligation) under, certain agreements of us, AIF and AFT. Any such violation, conflict, breach, loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the Mergers.

The shares of our common stock to be received by AIF Stockholders and AFT Stockholders as a result of the Mergers will have different rights associated with them than shares of AIF Common Stock and AFT Common Stock currently held by them.

The rights associated with AIF Common Stock and AFT Common Stock are different from the rights associated with our common stock.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities


Date of Agreement/Amendment	Maximum Cost of Shares That May Be Repurchased		Cost of Shares Repurchased		Remaining Cost of Shares That May Be Repurchased
August 5, 2015	$	50.0 million	$	50.0 million	$	— million
December 14, 2015		50.0 million		50.0 million		— million
September 14, 2016		50.0 million		50.0 million		— million
October 30, 2018		50.0 million		50.0 million		— million
February 6, 2019		50.0 million		48.1 million		1.9 million
February 3, 2022		25.0 million		— million		25.0 million
Total as of September 30, 2023	$	275.0 million	$	248.1 million	$	26.9 million

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Under the Repurchase Plans described above, the Company allocated the following amounts to be repurchased in accordance with SEC Rule 10b5-1 (the “10b5-1 Repurchase Plans”):


Effective Date	Termination Date	Amount Allocated to 10b5-1 Repurchase Plans
September 15, 2015	November 5, 2015	$	5.0 million
January 1, 2016	February 5, 2016		10.0 million
April 1, 2016	May 19, 2016		5.0 million
July 1, 2016	August 5, 2016		15.0 million
September 30, 2016	November 8, 2016		20.0 million
January 4, 2017	February 6, 2017		10.0 million
March 31, 2017	May 19, 2017		10.0 million
June 30, 2017	August 7, 2017		10.0 million
October 2, 2017	November 6, 2017		10.0 million
January 3, 2018	February 8, 2018		10.0 million
June 18, 2018	August 9, 2018		10.0 million
September 17, 2018	October 31, 2018		10.0 million
December 12, 2018	February 7, 2019		10.0 million
February 25, 2019	May 17, 2019		25.0 million
March 18, 2019	May 17, 2019		10.0 million
June 4, 2019	August 7, 2019		25.0 million
June 17, 2019	August 7, 2019		20.0 million
September 16, 2019	November 6, 2019		20.0 million
December 6, 2019	February 5, 2020		25.0 million
December 16, 2019	February 5, 2020		15.0 million
March 12, 2020	March 19, 2020		20.0 million
March 30, 2021	May 21, 2021		10.0 million
June 16, 2021	November 5, 2021		10.0 million
December 16, 2021	August 3, 2022		5.0 million
December 27, 2022	February 22, 2023		10.0 million

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The following table presents information with respect to the Company’s purchases of its common stock since adoption of the Repurchase Plans through September 30, 2023:


Month	Total Number of Shares Purchased		Average Price Paid Per Share*			Total Number of Shares Purchased as Part of Publicly Announced Plans		Maximum Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans
August 2015		510,000	$	19.71			510,000	$	$ 40.0 million
September 2015		603,466		18.46			603,466		28.8 million
November 2015		1,116,666			18.10		1,116,666		8.6 million
December 2015		627,443		17.58			627,443		47.6 million
January 2016		670,708		14.91			670,708		37.6 million
June 2016		362,933		16.73			362,933		31.5 million
July 2016		16,491		16.53			16,491		31.2 million
August 2016		596,294		17.67			596,294		20.7 million
September 2016		411,523		18.13			411,523		63.2 million
October 2016		527,417		17.82			527,417		53.8 million
November 2016		239,289		17.45			239,289		49.6 million
August 2017		33,333		17.96			33,333		49.0 million
September 2017		186,767		17.98			186,767		45.7 million
October 2017		144,867		17.96			144,867		43.1 million
November 2017		64,500		17.79			64,500		41.9 million
December 2017		50,100		17.89			50,100		41.0 million
January 2018		577,386		17.32			577,386		31.0 million
February 2018		70,567		16.23			70,567		29.9 million
May 2018		263,667		17.12			263,667		25.4 million
June 2018		198,601		16.94			198,601		22.0 million
July 2018		8,867		16.75			8,867		21.9 million
August 2018		502,767		17.11			502,767		13.3 million
September 2018		444,467		16.54			444,467		5.9 million
October 2018		160,800		16.46			160,800		53.3 million
November 2018		595,672		15.81			595,672		43.9 million
December 2018		741,389		13.49			741,359		33.9 million
February 2019		19,392		15.16			19,392		83.6 million
March 2019		291,426			15.40		291,426		79.1 million
April 2019		44,534		15.23			44,534		78.4 million
May 2019		298,026		15.93			298,026		73.6 million
June 2019		607,073		15.97			607,073		63.9 million
July 2019		89,610			16.10		89,610		62.5 million
August 2019		758,020		16.15			758,020		50.3 million
September 2019		32,371		16.26			32,371		49.7 million
October 2019		495,464		15.65			495,464		42.0 million
November 2019		6,147		15.91			6,147		41.9 million
March 2020		1,286,565		11.62			1,286,565		26.9 million
May 2021		145,572		13.92			145,572		24.9 million
July 2021		44,418		13.46			44,418		24.3 million
August 2021		45,675		13.32			45,675		23.7 million
September 2021		360,860		13.02			360,860		19.0 million
October 2021		308,005			13.30		308,005		14.9 million
November 2021		419,372		13.05			419,372		9.4 million
December 2021		227,429		12.44			227,429		6.6 million
January 2022		60,605			12.70		60,605		30.8 million
April 2022		88,478		12.82			88,478		29.7 million
May 2022		40,044		12.57			40,044		29.2 million
May 2023		171,061		11.56			171,061		27.2 million
June 2023		27,023		11.84			27,023		26.9 million
Total		15,593,150	$		15.91		15,593,120

____________________

* The average price per share is inclusive of commissions.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the fiscal quarter ended September 30, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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Item 6. Exhibits

(a)

Exhibits


2.1	Agreement and Plan of Merger, dated as of November 7, 2023, among MidCap Financial Investment Corporation, Apollo Senior Floating Rate Fund Inc., AFT Merger Sub, Inc. and Apollo Investment Management, L.P. (for the limited purposes set forth therein). (1)
2.2	Agreement and Plan of Merger, dated as of November 7, 2023, among MidCap Financial Investment Corporation, Apollo Tactical Income Fund Inc., AIF Merger Sub, Inc. and Apollo Investment Management, L.P. (for the limited purposes set forth therein). (2)
3.1(a)	Articles of Amendment (3)
3.1(b)	Articles of Amendment and Restatement (4)
3.1(c)	Articles of Amendment and Restatement (5)
3.1(d)	Articles of Amendment (6)
3.1(e)	Articles of Amendment (7)
3.2	Sixth Amended and Restated Bylaws (8)
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
101.INS	Inline XBRL Instance Document*
101.SHC	Inline XBRL Taxonomy Extension Schema Document*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104	Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)*

_________________________

* Filed herewith.

(1)

Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed on November 7, 2023.

(2)

Incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K, filed on November 7, 2023.

(3)

Incorporated by reference from the Registrant’s pre-effective Amendment No. 1 to the Registration Statement under the Securities Act of 1933, as amended, as Form N-2, filed on March 12, 2004.

(4)

Incorporated by reference from the Registrant’s pre-effective Amendment No. 3 to the Registration Statement under the Securities Act of 1933, as amended, on Form N-2, filed on April 1, 2004.

(5)

Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on December 3, 2018.

(6)

Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on July 22, 2019.

(7)

Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on August 12, 2022.

(8)

Incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K, filed on August 12, 2022.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 7, 2023.


	MIDCAP FINANCIAL INVESTMENT CORPORATION

	By:	/s/ TANNER POWELL
	Tanner Powell
	Chief Executive Officer

	By:	/s/ GREGORY W. HUNT
	Gregory W. Hunt
	Chief Financial Officer and Treasurer

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