MidCap Financial Investment Corp
For the period ended Dec 31, 2023. Filed Feb 26, 2024.
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FY2023 · Filed Feb 26, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a)
The following documents are filed as part of this report:
a.
Consolidated Financial Statements – See the Index to Consolidated Financial Statements in Item 8 of this report.
b.
Financial Statement Schedules – None.
c.
Exhibits – The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC (according to the number assigned to them in Item 601 of Regulation S-K):
| 2.1 | Agreement and Plan of Merger, dated as of November 7, 2023, among the Registrant, 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 the Registrant, 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 (5) |
| 3.1(d) | Articles of Amendment (6) |
| 3.1(e) | Articles of Restatement (7) |
| 3.2 | Sixth Amended and Restated Bylaws (8) |
| 4.1 | Form of Stock Certificate (29) |
| 4.2 | In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, certain instruments respecting long-term debt of the Registrant have been omitted but will be furnished to the SEC upon request. |
| 4.3 | Indenture, dated as of October 9, 2012, between the Registrant and U.S. Bank National Association, as Trustee (9) |
| 4.4 | Fourth Supplemental Indenture, dated as of March 3, 2015, relating to the 5.250% Notes due 2025, between the Registrant and U.S. Bank National Association, as Trustee (10) |
| 4.5 | Form of 5.250% Notes due 2025 (contained in the Fourth Supplemental Indenture filed as Exhibit 4.4 hereto) (10) |
| 4.6 | Fifth Supplemental Indenture, dated July 16, 2021, relating to the 4.500% Notes due 2026, between the Registrant and U.S. Bank National Association, as Trustee (11) |
| 4.7 | Form of 4.500% Notes due 2026 (contained in the Fifth Supplemental Indenture filed as Exhibit 4.6 hereto) (11) |
| 4.8 | Sixth Supplemental Indenture, dated December 13, 2023, relating to the 8.00% Notes due 2028, between the Registrant and U.S. Bank Trust Company, National Association, as Trustee (12) |
| 4.9 | Form of 8.00% Notes due 2028 (contained in the Sixth Supplemental Indenture filed as Exhibit 4.8 hereto) (12) |
| 4.10 | Description of the Registrant’s Registered Securities (13) |
| 10.1 | Fourth Amended and Restated Investment Advisory Management Agreement between the Registrant and Apollo Investment Management, L.P. (14) |
| 10.2 | Second Amended and Restated Administration Agreement between the Registrant and Apollo Investment Administration, LLC (15) |
| 10.3 | Dividend Reinvestment Plan (16) |
| 10.4 | Custodian Agreement (17) |
| 10.5 | Amended and Restated Trademark License Agreement between the Registrant and Apollo Management Holdings, L.P., dated as of May 14, 2012 (18) |
| 10.6 | Form of Transfer Agency and Service Agreement (19) |
| 10.7 | Amended and Restated Senior Secured Revolving Credit Agreement, dated as of April 19, 2023, between the Registrant, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (20) |
| 10.8 | Trademark License Agreement between the Registrant and Apollo Capital Management, L.P., dated August 2, 2022 (21) |
| 10.9 | Fee Offset Agreement, dated as of January 16, 2019 (22) |
| 10.10 | Indenture, dated as of November 2, 2023, by and between MFIC Bethesda CLO 1 LLC, as issuer and Deutsche Bank National Trust Company, as trustee (23) |
| 10.11 | Purchase and Placement Agency Agreement, dated as of November 2, 2023, by and among MFIC Bethesda CLO 1 LLC, as issuer, Deutsche Bank Securities Inc., as initial purchaser and Apollo Global Securities Inc., as placement agent (24) |
| 10.12 | Collateral Management Agreement, dated as of November 2, 2023, by and between MFIC Bethesda CLO 1 LLC, as issuer, and the Registrant, as collateral manager (25) |
| 10.13 | Master Loan Sale Agreement, dated as of November 2, 2023, by and among the Registrant, as transferor, MFIC Bethesda CLO 1 Depositor LLC, as retention holder and MFIC Bethesda CLO 1 LLC, as issuer (26) |
| 11.1 | Computation of Per Share Earnings (included in the notes to the financial statements contained in this annual report) |
| 14.1 | Amended and Restated Code of Ethics (27) |
| 21.1 | Subsidiaries of the Registrant (included in the notes to the financial statements contained in this annual report) |
| 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)* |
| 97.1 | Clawback Policy* |
| 99.1 | Audited Financial Statements of Merx Aviation Finance LLC as of and for the year ended March 31, 2022 (28) |
| 99.2 | Consent of Independent Registered Public Accounting Firm* |
| 99.3 | Consent of Independent Auditors* |
| 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 to Exhibit (a)(2) to the Registrant’s pre-effective Amendment No. 1 to the Registration Statement under the Securities Act of 1933, as amended, on Form N-2, filed on March 12, 2004.
(4)
Incorporated by reference to Exhibit (a) to 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.
(9)
Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on October 9, 2012.
(10)
Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on March 3, 2015.
(11)
Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on July 16, 2021.
(12)
Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed on December 13, 2023.
(13)
Incorporated by reference to Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K, filed on May 21, 2020.
(14)
Incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-KT, filed on February 21, 2023.
(15)
Incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K, filed on May 18, 2018.
(16)
Incorporated by reference to Exhibit (e) to the Registrant’s pre-effective Amendment No. 1 to the Registration Statement under the Securities Act of 1933, as amended, on Form N-2, filed on March 12, 2004.
(17)
Incorporated by reference to Exhibit (j) to 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.
(18)
Incorporated by reference to Exhibit 10.5 to the Registrant's Annual Report on Form 10-K, filed on May 23, 2012.
(19)
Incorporated by reference to Exhibit (k)(2) to 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.
(20)
Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on April 20, 2023.
(21)
Incorporated by reference to Exhibit 1.3 to the Registrant's Current Report on Form 8-K, filed on August 2, 2022.
(22)
Incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q, filed on February 6, 2019.
(23)
Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 3, 2023.
(24)
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on November 3, 2023.
(25)
Incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed on November 3, 2023.
(26)
Incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed on November 3, 2023.
(27)
Incorporated by reference to Exhibit (r)(1) to the Registrant’s Registration Statement under the Securities Act of 1933, as amended, on Form N-2, filed on October 7, 2008.
(28)
Incorporated by reference to Exhibit 99.1 to the Registrant’s Annual Report on Form 10-K, filed on May 19, 2022.
(29)
Incorporated by reference to Exhibit (d) to the Registrant’s pre-effective Amendment No. 1 to the Registration Statement under the Securities Act of 1933, as amended, on Form N-2, filed on March 12, 2004.
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