As filed with the Securities and Exchange Commission on March 28, 2019

Securities Act File No. 333-216665

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



 

FORM N-2



 

 
x   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
o   Pre-Effective Amendment No.
x   Post-Effective Amendment No. 8


 

MONROE CAPITAL CORPORATION

(Exact Name of Registrant as Specified in Charter)



 

311 South Wacker Drive, Suite 6400
Chicago, Illinois 60606

(Address of Principal Executive Offices)



 

(312) 258-8300

(Registrant’s Telephone Number, including Area Code)



 

Theodore L. Koenig
Chief Executive Officer
311 South Wacker Drive, Suite 6400
Chicago, Illinois 60606

(Name and Address of Agent for Service)



 

WITH COPIES TO:

Jonathan H. Talcott
E. Peter Strand
Nelson Mullins Riley & Scarborough LLP
101 Constitution Avenue, NW, Suite 900
Washington, D.C. 20001
Telephone: (202) 689-2806
Facsimile: (202) 689-2862



 

Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement.

If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. þ

It is proposed that this filing will become effective (check appropriate box):

x when declared effective pursuant to section 8(c).

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(c) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(c), may determine.

 

 


 
 

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION

 
PRELIMINARY PROSPECTUS              , 2019

$300,000,000

Monroe Capital Corporation

Common Stock
Preferred Stock
Warrants
Subscription Rights
Debt Securities

We are a specialty finance company focused on providing financing solutions primarily to lower middle-market companies in the United States and Canada. We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Our investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through investment in senior secured, unitranche secured and junior secured debt and, to a lesser extent, unsecured subordinated debt and equity investments. We use our extensive leveraged finance origination infrastructure and broad expertise in sourcing loans to invest in primarily senior secured, unitranche secured and junior secured debt of middle-market companies.

We invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities are often referred to as “high yield” or “junk.” In addition, many of the debt securities we hold do not fully amortize prior to maturity, which heightens the risk that we may lose all or a part of our investment.

We may offer, from time to time, in one or more offerings or series, together or separately, up to $300,000,000 of our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities (consisting of debentures, notes or other evidence of indebtedness), subscription rights or debt securities, which we refer to, collectively, as the “securities.” We may sell our common stock through underwriters or dealers, “at-the-market” to or through a market maker into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this prospectus.

Monroe Capital BDC Advisors, LLC serves as our investment advisor. Monroe Capital Management Advisors, LLC serves as our administrator. Each of Monroe Capital BDC Advisors, LLC and Monroe Capital Management Advisors, LLC is affiliated with Monroe Capital, LLC, a leading lender to middle-market companies.

Our common stock is listed on The Nasdaq Global Select Market under the symbol “MRCC.” If our shares trade at a discount to our net asset value, it may increase the risk of loss for purchasers in this offering. On March 27, 2019, the last reported sale price of our stock on The Nasdaq Global Select Market was $12.01 per share. Our net asset value as of December 31, 2018 was $12.66 per share.

Shares of closed-end investment companies, including business development companies, frequently trade at a discount to their net asset value. If our shares trade at a discount to our net asset value, it will likely increase the risk of loss for purchasers in this offering. On June 20, 2018, our stockholders voted to allow us to issue common stock at a price below net asset value per share for a period of twelve months subject to certain conditions. Sales of common stock at prices below net asset value per share dilute the interests of existing stockholders, have the effect of reducing our net asset value per share and may reduce our market price per share. In addition, continuous sales of common stock below net asset value may have a negative impact on total returns and could have a negative impact on the market price of our shares of common stock. See “Risk Factors” and “Sales of Common Stock Below Net Asset Value.”

An investment in our securities is subject to risks, including a risk of total loss of investment. In addition, the companies in which we invest are subject to special risks. Substantially all of the debt instruments in which we invest (i) have and will have variable interest rate provisions that may make it more difficult for borrowers to make debt repayments to us in a rising interest rate environment and (ii) will likely have a principal amount outstanding at maturity, that may lead to a substantial loss to us if the borrower is unable to refinance or repay. See “Risk Factors” beginning on page 14 to read about factors you should consider, including the risk of leverage, before investing in our securities.

This prospectus and the accompanying prospectus supplement, if any, contain important information you should know before investing. Please read it before you invest and keep it for future reference. We file annual, quarterly and current reports, proxy statements and other information about us with the Securities and Exchange Commission, or the SEC. This information is available free of charge by contacting us at 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606, Attention: Investor Relations, by calling us collect at (312) 258-8300, or on our website at www.monroebdc.com. The SEC also maintains a website at www.sec.gov that contains such information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.

The date of this prospectus is           , 2019


 
 

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TABLE OF CONTENTS

 
ABOUT THIS PROSPECTUS     ii  
SUMMARY     1  
FEES AND EXPENSES     10  
AVAILABLE INFORMATION     13  
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE     13  
RISK FACTORS     14  
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS     45  
USE OF PROCEEDS     46  
PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS     47  
SELECTED CONSOLIDATED FINANCIAL DATA     49  
SELECTED QUARTERLY CONSOLIDATED FINANCIAL DATA     51  
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     52  
BUSINESS     81  
PORTFOLIO COMPANIES     94  
MANAGEMENT     103  
MANAGEMENT AND OTHER AGREEMENTS     110  
RELATED PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS     119  
CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS     122  
DETERMINATION OF NET ASSET VALUE     123  
SALES OF COMMON STOCK BELOW NET ASSET VALUE     125  
DIVIDEND REINVESTMENT PLAN     130  
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS     132  
DESCRIPTION OF OUR CAPITAL STOCK     140  
DESCRIPTION OF OUR PREFERRED STOCK     146  
DESCRIPTION OF OUR SUBSCRIPTION RIGHTS     147  
DESCRIPTION OF OUR DEBT SECURITIES     149  
DESCRIPTION OF OUR WARRANTS     159  
REGULATION     161  
CUSTODIAN, TRANSFER AND DIVIDEND PAYING AGENT AND REGISTRAR     168  
BROKERAGE ALLOCATION AND OTHER PRACTICES     168  
PLAN OF DISTRIBUTION     169  
LEGAL MATTERS     171  
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     171  
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS     F-1  

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the SEC using the “shelf” registration process. Under the shelf registration process, we may offer from time to time up to $300,000,000 of our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities (consisting of debentures, notes or other evidence of indebtedness) on the terms to be determined at the time of the offering. We may sell our common stock through underwriters or dealers, “at-the-market” to or through a market maker, into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this prospectus. The securities may be offered at prices and on terms described in one or more supplements to this prospectus. This prospectus provides you with a general description of the securities that we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. Please carefully read this prospectus and any prospectus supplement, together with any exhibits, before you make an investment decision.

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations, cash flows and prospects may have changed since that date. We will update these documents to reflect material changes only as required by law.

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SUMMARY

This summary highlights some of the information in this prospectus. It is not complete and may not contain all of the information that you may want to consider. You should read this entire prospectus carefully, including, in particular, the more detailed information set forth under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

As used in this prospectus, except as otherwise indicated, the terms:

“we,” “us” and “our” refer to Monroe Capital Corporation, a Maryland corporation;
MC Advisors refers to Monroe Capital BDC Advisors, LLC, our investment advisor and a Delaware limited liability company;
MC Management refers to Monroe Capital Management Advisors, LLC, our administrator and a Delaware limited liability company;
Monroe Capital refers to Monroe Capital LLC, a Delaware limited liability company, and its subsidiaries and affiliates;
SLF refers to MRCC Senior Loan Fund I, LLC, an unconsolidated Delaware limited liability company, in which we co-invest with NLV Financial Corporation (“NLV”) primarily in senior secured loans;
MRCC SBIC refers to Monroe Capital Corporation SBIC, LP, a Delaware limited partnership, our wholly-owned subsidiary that operates as a small business investment company pursuant to a license received from the United States Small Business Administration; and
LIBOR refers to the one-month, three-month or six-month London Interbank Offered Rate as reported by the British Bankers’ Association. Unless stated otherwise herein, LIBOR refers to the one-month rate.

Monroe Capital Corporation

We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, or the 1940 Act, and that has elected to be treated as a regulated investment company, or RIC, for tax purposes under the U.S. Internal Revenue Code of 1986, as amended, or the Code, commencing with our taxable year ended December 31, 2012. We provide customized financing solutions to lower middle-market companies in the United States and Canada focused primarily on senior secured, junior secured and unitranche secured (a combination of senior secured and junior secured debt in the same facility in which we syndicate a “first out” portion of the loan to an investor and retain a “last out” portion of the loan) debt and, to a lesser extent, unsecured subordinated debt and equity, including equity co-investments in preferred and common stock and warrants.

Our investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through investment in senior secured, unitranche secured and junior secured debt and, to a lesser extent, unsecured subordinated debt and equity investments. We seek to use our extensive leveraged finance origination infrastructure and broad expertise in sourcing loans to invest in primarily senior secured, unitranche secured and junior secured debt of middle-market companies. We believe that our primary focus on lending to lower middle-market companies offers several advantages as compared to lending to larger companies, including more attractive economics, lower leverage, more comprehensive and restrictive covenants, more expansive events of default, relatively small debt facilities that provide us with enhanced influence over our borrowers, direct access to borrower management and improved information flow.

In this prospectus, the term “middle-market” generally refers to companies having annual revenue of between $20 million and $500 million and/or annual earnings before interest, taxes, depreciation and amortization, or EBITDA, of between $3 million and $50 million. Within the middle-market, we consider companies having annual revenues of less than $250 million and/or EBITDA of less than $25 million to be in the “lower middle-market.”

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Portfolio Update

Since the consummation of the initial public offering in October 2012, we have grown the fair value of our portfolio of investments to approximately $553.6 million as of December 31, 2018. As of December 31, 2018, our portfolio consisted of 74 different portfolio companies, comprised of approximately 79.3% senior secured debt, 10.6% unitranche secured debt, 3.8% junior secured debt and 6.3% equity securities. As of December 31, 2018, the weighted average annualized effective yield on portfolio investments (which represents the expected annualized effective yield to be generated by us on our portfolio based on the composition of our portfolio as of such date) prior to leverage was 10.0% based on the par value of our debt investments and the cost basis of our preferred equity investments. For the year ended December 31, 2018, our total return based on average net asset value was 2.2% and our total return based on market value was (21.7)%.

Our weighted average annualized effective yield on portfolio investments may be higher than an investor’s yield on an investment in shares of our common stock. The weighted average annualized effective yield on portfolio investments is a metric on the investment portfolio alone and does not represent a return to stockholders. This metric is not inclusive of our fees and expenses, the impact of leverage on the portfolio or sales load that may be paid by investors. In addition, total return figures disclosed above do not consider the effect of any sales load that may be incurred in connection with the sale of shares of our common stock. Our estimated weighted average annualized effective yield on portfolio investments and total return based on net asset value do not represent actual investment returns to stockholders. Our weighted average annualized effective yield on portfolio investments and total return figures are subject to change and, in the future, may be greater or less than the rates set forth above. See “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these statements. See footnotes 3, 4 and 5 to the table included in “Selected Consolidated Financial Data” for information regarding the calculation of our total return based on market value, total return based on average net asset value, and weighted average annualized effective yield on portfolio investments, respectively.

Asset Coverage Approval

On March 27, 2018, our board of directors approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act (the “SBCAA”). On June 20, 2018, our stockholders approved a proposal to accelerate the effective date of the modified asset coverage requirements. As a result, the asset coverage ratio test applicable to us was decreased from 200% to 150%, effective June 21, 2018. As of December 31, 2018, we had an asset coverage ratio of 223%. For a discussion of the principal risk factors associated with these senior securities, see “Risk Factors” beginning on page 14 of this prospectus.

Our Investment Advisor

Our investment activities are managed by our investment advisor, MC Advisors. MC Advisors is responsible for sourcing potential investments, conducting research and due diligence on prospective investments and their private equity sponsors, analyzing investment opportunities, structuring our investments and managing our investments and portfolio companies on an ongoing basis. MC Advisors was organized in February 2011 and is a registered investment adviser under the Investment Advisers Act of 1940, as amended, or the Advisers Act.

Under the investment advisory and management agreement with MC Advisors, or the Investment Advisory Agreement, we pay MC Advisors a base management fee and an incentive fee for its services. See “Management and Other Agreements — Investment Advisory Agreement — Management and Incentive Fee” for a discussion of the base management fee and incentive fee payable by us to MC Advisors. Our independent directors periodically review MC Advisors’ services and fees as well as its portfolio management decisions and portfolio performance. In connection with these reviews, our independent directors consider whether our fees and expenses (including those related to leverage) remain appropriate.

MC Advisors seeks to capitalize on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Monroe Capital’s investment professionals. The senior management team of Monroe Capital, including Theodore L. Koenig and

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Aaron D. Peck, provides investment services to MC Advisors pursuant to a staffing agreement, or the Staffing Agreement, between MC Management, an affiliate of Monroe Capital, and MC Advisors. Messrs. Koenig and Peck have developed a broad network of contacts within the investment community and average more than 30 years of experience investing in debt and equity securities of lower middle-market companies. In addition, Messrs. Koenig and Peck have extensive experience investing in assets that constitute our primary focus and have expertise in investing throughout all periods of the economic cycle. MC Advisors is an affiliate of Monroe Capital and is supported by experienced investment professionals of Monroe Capital under the terms of the Staffing Agreement. Monroe Capital’s core team of investment professionals has an established track record in sourcing, underwriting, executing and monitoring transactions. From Monroe Capital’s formation in 2004 through December 31, 2018, Monroe Capital’s investment professionals invested in over 1,275 loan and related investments with an aggregate principal value of over $10.5 billion.

In addition to their roles with Monroe Capital and MC Advisors, Messrs. Koenig and Peck serve as our interested directors. Mr. Koenig has more than 30 years of experience in structuring, negotiating and closing transactions on behalf of asset-backed lenders, commercial finance companies, financial institutions and private equity investors at organizations including Monroe Capital, which Mr. Koenig founded in 2004, and Hilco Capital LP, where he led investments in over 20 companies in the lower middle-market. Mr. Peck has more than 25 years of public company management, leveraged finance and commercial lending experience at organizations including Deerfield Capital Management LLC, Black Diamond Capital Management LLC and Salomon Smith Barney Inc. See “Management — Biographical Information — Interested Directors.”

Messrs. Koenig and Peck are joined on the investment committee of MC Advisors by Michael J. Egan and Jeremy T. VanDerMeid, each of whom is a senior investment professional at Monroe Capital. Mr. Egan has more than 30 years of experience in commercial finance, credit administration and banking at organizations including Hilco Capital, The CIT Group/Business Credit, Inc., The National Community Bank of New Jersey (The Bank of New York) and KeyCorp. Mr. VanDerMeid has more than 20 years of lending and corporate finance experience at organizations including Morgan Stanley Investment Management, Dymas Capital Management Company, LLC and Heller Financial. See “Management — Biographical Information —  Investment Committee.”

About Monroe Capital

Monroe Capital, a Delaware limited liability company that was founded in 2004, is a leading lender to middle-market companies. As of December 31, 2018, Monroe Capital had approximately $7.0 billion in assets under management. Monroe Capital has maintained a continued lending presence in the lower middle-market throughout the most recent economic downturn. The result is an established lending platform that we believe generates consistent primary and secondary deal flow from a network of proprietary relationships and additional deal flow from a diverse portfolio of over 500 current investments. From Monroe Capital’s formation in 2004 through December 31, 2018, Monroe Capital’s investment professionals invested in over 1,275 loan and related investments with an aggregate principal value of over $10.5 billion. The senior investment team of Monroe Capital averages more than 25 years of experience and has developed a proven investment and portfolio management process that has performed through multiple market cycles. In addition, Monroe Capital’s investment professionals are supported by administrative and back-office personnel focused on operations, finance, legal and compliance, accounting and reporting, marketing, information technology and office management.

Market Opportunity

We invest primarily in senior secured, unitranche secured and junior secured debt issued to lower middle-market companies in the United States and, to a lesser extent and in accordance with the limitations on foreign investments in the 1940 Act, Canada. We believe that U.S. and Canadian lower middle-market companies comprise a large, growing and fragmented market that offers attractive financing opportunities. We believe that there exists a large number of prospective lending opportunities for lenders, which should allow us to generate substantial investment opportunities and build an attractive portfolio of investments. See “Business.”

Investment Strategy

Our investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation primarily through investments in senior secured, unitranche secured and junior

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secured debt and, to a lesser extent, unsecured subordinated debt and equity. We also seek to invest opportunistically in attractively priced, broadly syndicated loans, which should enhance our geographic and industry portfolio diversification and increase our portfolio’s liquidity. We do not target any specific industry, however, as of December 31, 2018, our investments in the High Tech Industries, Services: Business, and Banking, Finance, Insurance & Real Estate industries represented approximately 16.9%, 10.4% and 10.1%, respectively, of the fair value of our portfolio. To achieve our investment objective, we utilize the following investment strategy:

Attractive Current Yield on Investment Portfolio.  We believe our sourcing network allows us to enter into transactions with attractive yields and investment structures. Based on current market conditions and our pipeline of new investments, we expect our target directly originated senior and unitranche secured debt will have an average maturity of three to seven years and interest rates of 7% to 13%, and we expect our target directly originated junior secured debt and unsecured subordinated debt will have an average maturity of four to seven years and interest rates of 8% to 15%. In addition, based on current market conditions and our pipeline of new investments, we expect that our target debt investments will typically have a variable coupon (with a LIBOR floor), may include payment-in-kind, or PIK, interest (interest that is not received in cash, but added to the principal balance of the loan), and that we will typically receive upfront closing fees of 1% to 4%. We may also receive warrants or other forms of upside equity participation. Our transactions are generally secured and supported by a lien on all assets and/or a pledge of company stock in order to provide priority of return and to influence any corporate actions. Although we will target investments with the characteristics described in this paragraph, we cannot provide assurance that our new investments will have these characteristics and we may enter into investments with different characteristics as the market dictates. For a description of the characteristics of our current investment portfolio, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Portfolio and Investment Activity.” Until investment opportunities can be found, we may invest our undeployed capital in cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less from the date of investment. These temporary investments may have lower yields than our other investments and, accordingly, may result in lower distributions, if any, during such period. See “Use of Proceeds.”

Sound Portfolio Construction.  We strive to exercise discipline in portfolio creation and management and to implement effective governance throughout our business. Monroe Capital and MC Advisors, which is comprised of substantially the same investment professionals who have operated Monroe Capital, have been, and we believe will continue to be, conservative in the underwriting and structuring of covenant packages in order to enable early intervention in the event of weak financial performance by a portfolio company. We seek to pursue lending opportunities selectively and to maintain a diversified portfolio. We believe that exercising disciplined portfolio management through continued intensive account monitoring and timely and relevant management reporting allows us to mitigate risks in our debt investments. In addition, we have implemented rigorous governance processes through segregation of duties, documented policies and procedures and independent oversight and review of transactions, which we believe helps us to maintain a low level of non-performing loans. We believe that Monroe Capital’s proven process of thorough origination, conservative underwriting, due diligence and structuring, combined with careful account management and diversification, enabled it to protect investor capital, and we believe MC Advisors follows the same philosophy and processes in originating, structuring and managing our portfolio investments.

Predictability of Returns.  Beyond conservative structuring and protection of capital, we seek a predictable exit from our investments. We seek to invest in situations where there are a number of potential exit options that can result in full repayment or a modest refinance of our investment. We seek to structure the majority of our transactions as secured loans with a covenant package that provides for full or partial repayment upon the completion of asset sales and restructurings. Because we seek to structure these transactions to provide for contractually determined, periodic payments of principal and interest, we are less likely to depend on merger and acquisition activity or public equity markets to exit our debt investments. As a result, we believe that we can achieve our target returns even in a period when public markets are depressed.

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Competitive Strengths

We believe that we represent an attractive investment opportunity for the following reasons:

Deep, Experienced Management Team.  We are managed by MC Advisors, which has access through the Staffing Agreement to Monroe Capital’s experienced team comprised of over 100 professionals, including seven senior partners that average more than 25 years of direct lending experience. We are led by our Chairman and Chief Executive Officer, Theodore L. Koenig, and Aaron D. Peck, our Chief Financial Officer and Chief Investment Officer. This extensive experience includes the management of investments with borrowers of varying credit profiles and transactions completed in all phases of the credit cycle. Monroe Capital’s senior investment professionals provide us with a difficult-to-replicate sourcing network and a broad range of transactional, financial, managerial and investment skills. This expertise and experience is supported by administrative and back office personnel focused on operations, finance, legal and compliance, accounting and reporting, marketing, information technology and office management. From Monroe Capital’s formation in 2004 through December 31, 2018, Monroe Capital’s investment professionals invested in more than 1,275 loan and related investments with an aggregate principal value of over $10.5 billion.

Differentiated Relationship-Based Sourcing Network.  We believe Monroe Capital’s senior investment professionals benefit from extensive relationships with commercial banks, private equity firms, financial intermediaries, management teams and turn-around advisors. We believe that this broad sourcing network differentiates us from our competitors and offers us a diversified origination approach that does not rely on a single channel and offers us consistent deal flow throughout the economic cycle. We also believe that this broad network allows us to originate a substantial number of non-private equity-sponsored investments.

Extensive Institutional Platform for Originating Middle-Market Deal Flow.  Monroe Capital’s broad network of relationships and significant origination resources enable us to review numerous lending opportunities, permitting us to exercise a high degree of selectivity in terms of loans to which we ultimately commit. Monroe Capital estimates that it reviewed approximately 2,000 investment opportunities during 2018. Monroe Capital’s over 1,275 previously executed transactions, over 500 of which are with current borrowers, offer us another source of deal flow, as these debt investments reach maturity or seek refinancing. We believe we are also positioned to benefit from Monroe Capital’s established brand name, strong track record in partnering with industry participants and reputation for closing deals on time and as committed. Monroe Capital’s senior investment professionals are complemented by extensive experience in capital markets transactions, risk management and portfolio monitoring.

Disciplined, “Credit-First” Underwriting Process.  Monroe Capital has developed a systematic underwriting process that applies a consistent approach to credit review and approval, with a focus on evaluating credit first and then appropriately assessing the risk-reward profile of each loan. MC Advisors’ assessment of credit outweighs pricing and other considerations, as we seek to minimize potential credit losses through effective due diligence, structuring and covenant design. MC Advisors seeks to customize each transaction structure and financial covenant to reflect risks identified through the underwriting and due diligence process. We also seek to actively manage our origination and credit underwriting activities through personal visits and calls on all parties involved with an investment, including the management team, private equity sponsors, if any, or other lenders.

Established Credit Risk Management Framework.  We seek to manage our credit risk through a well-defined portfolio strategy and credit policy. In terms of credit monitoring, MC Advisors assigns each loan to a particular portfolio management professional and maintains an internal credit rating analysis for all loans. MC Advisors then employs ongoing review and analysis, together with regular investment committee meetings to review the status of certain complex and challenging loans and a comprehensive quarterly review of all loan transactions. MC Advisors’ investment professionals also have significant turnaround and debt work-out experience, which gives them perspective on the risks and possibilities throughout the entire credit cycle. We believe this careful approach to investment and monitoring enables us to identify problems early and gives us an opportunity to assist borrowers before they face difficult liquidity constraints. By anticipating possible negative contingencies and preparing for them, we believe that we diminish the probability of underperforming assets and loan losses.

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Credit Facility

We have a credit facility with ING Capital LLC, or the Lender, as agent, which as of December 31, 2018 consisted of a revolving line of credit of $200.0 million, which may be increased to up to $300.0 million pursuant to an accordion feature. On March 1, 2019, we amended and restated our revolving credit facility and on March 20, 2019, we further amended our revolving credit facility.

As amended March 1, 2019 and March 20, 2019, we may make draws under the revolver from time-to-time through March 2023 to make or purchase additional investments or for general working capital purposes until the maturity date of the credit facility, or the earliest to occur of (a) March 1, 2024, subject to extension as mutually agreed by us and the Lender, (b) the termination of the facility in accordance with its terms or (c) any other date mutually agreed to by us and the Lender. The revolving credit facility is secured by a lien on all of our assets, including cash on hand, but excluding the assets of our wholly-owned subsidiary, MRCC SBIC. The material terms of the credit facility are as follows:

total borrowing capacity currently equal to $255.0 million and up to $400.0 million pursuant to an accordion feature, subject to, among other things, availability under a defined borrowing base, which varies based on our portfolio characteristics and certain eligibility criteria and concentration limits, as well as valuation methodologies;
an interest rate equal to, at our election, (a) LIBOR (one-month, three-month or six-month at our discretion based on the term of the borrowing) plus 2.375% per annum, or (b) a daily rate equal to 1.375% per annum plus the greater of the prime interest rate, the federal funds rate plus 0.5% or LIBOR plus 1.0%;
in addition to the stated interest rate on borrowings under the revolving credit facility, we are required to pay a fee of 0.5% per annum on any unused portion of the revolving credit facility if the unused portion of the facility is less than 65% of the then available maximum borrowing or a fee of 1.0% per annum on any unused portion of the revolving credit facility if the unused portion of the facility is greater than or equal to 65% of the then available maximum borrowing; and
customary financial covenants and negative covenants and events of default.

As of December 31, 2018, we had U.S. dollar borrowings of $117.1 million and non-U.S. dollar borrowings denominated in Great Britain pounds of £14.8 million ($18.9 million in U.S. dollars) under our revolving credit facility and availability of $64.0 million.

MRCC SBIC

On February 28, 2014, our wholly-owned subsidiary, MRCC SBIC, received a license from the U.S. Small Business Administration (“SBA”) to operate as a Small Business Investment Company (“SBIC”) under Section 301(c) of the Small Business Investment Act of 1958. MRCC SBIC commenced operations on September 16, 2013. As our wholly-owned subsidiary, MRCC SBIC relies on one or more exclusions from the definition of “investment company” under the 1940 Act and does not elect to be regulated as business development company under the 1940 Act. MRCC SBIC has an investment objective substantially similar to ours and makes similar types of investments in accordance with SBIC regulations.

On April 13, 2016, MRCC SBIC was approved by the SBA for an additional $75.0 million in SBA-guaranteed debentures, for a total of $115.0 million in available debentures.

We have received exemptive relief from the SEC to permit us to exclude the debt of our SBIC subsidiary guaranteed by the SBA from the definition of senior securities for the purposes of the asset coverage ratio we are required to maintain under the 1940 Act, which provides us with increased flexibility, but also increases our risks associated with leverage.

Recent Developments

On March 21, 2019, we completed an offering of $40.0 million in additional aggregate principal amount of our 5.75% Notes due 2023 (the “Notes”) in a registered direct offering to institutional investors. The Notes are a further issuance of notes initially issued by us on September 12, 2018 (the “2023 Notes”). The Notes mature on October 31, 2023, and may be redeemed in whole or in part at any time, or from time to time, at

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our option on or after October 31, 2020. The Notes will bear interest at a rate of 5.75% per year, payable quarterly on January 31, April 30, July 31 and October 31 of each year, beginning on April 30, 2019.

Operating and Regulatory Structure

Our investment activities are managed by MC Advisors under the supervision of our board of directors, a majority of whom are independent of us, MC Advisors and our and its respective affiliates.

As a business development company, we are required to comply with certain regulatory requirements. For example, while we are permitted to finance investments using leverage, which may include the issuance of notes, other borrowings and shares of preferred stock, our ability to use leverage is limited in significant respects. We are required to maintain an asset coverage ratio, as defined in the 1940 Act, of at least 150%, effective June 21, 2018. See “Regulation.” Any decision on our part to use leverage will depend upon our assessment of the attractiveness of available investment opportunities in relation to the costs and perceived risks of such leverage. The use of leverage to finance investments creates certain risks and potential conflicts of interest. See “Risk Factors — Risks Relating to Our Business and Structure — We maintain a revolving credit facility and use other borrowed funds to make investments or fund our business operations, which exposes us to risks typically associated with leverage and increases the risk of investing in us” and “Risk Factors — Risks Relating to Our Business and Structure — Recently-enacted legislation allows us to incur additional leverage, which could increase the risk of investing in us.”

Also, as a business development company, we are generally prohibited from acquiring assets other than “qualifying assets” unless, after giving effect to any acquisition, at least 70% of our total assets are qualifying assets. Qualifying assets generally include securities of “eligible portfolio companies,” cash, cash equivalents, U.S. government securities and high-quality debt instruments maturing in one year or less from the time of investment. Under the rules of the 1940 Act, “eligible portfolio companies” include (a) private domestic operating companies, (b) public domestic operating companies whose securities are not listed on a national securities exchange (e.g., The Nasdaq Global Market) or registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and (c) public domestic operating companies having a market capitalization of less than $250 million. Public domestic operating companies whose securities are quoted on the over-the-counter bulletin board or through OTC Markets Group are not listed on a national securities exchange and therefore are eligible portfolio companies. See “Regulation.” Additionally, to the extent we invest in the securities of companies domiciled in or with their principal places of business outside of the United States, we seek to limit those investments to companies domiciled or with their principal place of business in Canada. Any investments in Canadian companies will not be qualifying assets, meaning that in accordance with the 1940 Act, we cannot invest more than 30% of our assets in Canadian securities and other non-qualifying assets.

We have elected to be treated for U.S. federal income tax purposes as a RIC under the Code. In order to continue to qualify to be treated as a RIC, we must satisfy certain source of income, asset diversification and distribution requirements. See “Material U.S. Federal Income Tax Considerations.”

Conflicts of Interests

Subject to certain 1940 Act restrictions, including restrictions on co-investments with affiliates, MC Advisors’ allocation policy offers us the right to participate in all investment opportunities that MC Advisors determines are appropriate for us in view of our investment objective, policies and strategies and other relevant factors. These offers are subject to the exception that, in accordance with MC Advisors’ conflict of interest and allocation policies, we might not participate in each individual opportunity but are entitled, on an overall basis, to participate equitably with other entities sponsored or managed by MC Advisors and its affiliates.

Affiliates of MC Advisors manage other assets in seven closed-end funds, two small business investment companies and 15 private funds that also have an investment strategy focused primarily on senior secured, unitranche secured and junior secured debt and, to a lesser extent, unsecured subordinated debt to lower middle-market companies. In addition, MC Advisors manages our wholly-owned SBIC subsidiary, MRCC SBIC, as the manager of MRCC SBIC’s general partner, a private BDC, Monroe Capital Income Plus Corporation, and it or its affiliates may manage other entities in the future with an investment focus similar to

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ours. To the extent that we compete with entities managed by MC Advisors or any of its affiliates for a particular investment opportunity, MC Advisors seeks to allocate investment opportunities across the entities for which such opportunities are appropriate, consistent with (a) its internal conflict of interest and allocation policies, (b) the requirements of the Advisers Act and (c) certain restrictions under the 1940 Act and rules thereunder regarding co-investments with affiliates. MC Advisors’ allocation policies are intended to ensure that we may generally share equitably with other investment funds or other investment vehicles managed by MC Advisors or its affiliates in investment opportunities, particularly those involving a security with limited supply or involving differing classes of securities of the same issuer, which may be suitable for us and such other investment funds or other investment vehicles.

MC Advisors and/or its affiliates may in the future sponsor or manage investment funds, accounts or other investment vehicles with similar or overlapping investment strategies, and MC Advisors has put in place a conflict-resolution policy that addresses the co-investment restrictions set forth under the 1940 Act. MC Advisors seeks to ensure an equitable allocation of investment opportunities when we are able to invest alongside other accounts managed by MC Advisors and its affiliates. We received exemptive relief from the SEC on October 15, 2014 that permits us greater flexibility relating to co-investments, subject to certain conditions. When we invest alongside such other accounts as permitted under the 1940 Act, pursuant to SEC staff interpretations or our exemptive relief from the SEC that permits greater flexibility relating to co-investments, such investments will be made consistent with such relief and MC Advisors’ allocation policy. Under this allocation policy, a fixed percentage of each opportunity, which may vary based on asset class and from time to time, will be offered to us and similar eligible accounts, as periodically determined by MC Advisors and approved by our board of directors, including a majority of our independent directors. The allocation policy provides that allocations among us and other accounts will generally be made pro rata based on each account’s capital available for investment, as determined, in our case, by our board of directors, including a majority of our independent directors. It is our policy to base our determinations as to the amount of capital available for investment on such factors as the amount of cash on hand, existing commitments and reserves, if any, the targeted leverage level, the targeted asset mix and diversification requirements and other investment policies and restrictions set by our board of directors, or imposed by applicable laws, rules, regulations or interpretations. We expect that these determinations will be made similarly for other accounts. In situations where co-investment with other entities sponsored or managed by MC Advisors or its affiliates is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer, MC Advisors will need to decide whether we or such other entity or entities will proceed with the investment. MC Advisors will make these determinations based on its policies and procedures, which will generally require that such opportunities be offered to eligible accounts on a basis that is fair and equitable over time. See “Related Party Transactions and Certain Relationships.”

Corporate History and Additional Information

We were incorporated under the laws of Maryland on February 9, 2011. Our principal executive offices are located at 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606, and our telephone number is (312) 258-8300. We maintain a website at www.monroebdc.com and make all of our periodic and current reports, proxy statements and other information available, free of charge, on or through our website. Information on our website is not incorporated into or part of this prospectus. You may also obtain such information free of charge by contacting us in writing at 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606, attention: Investor Relations.

We have filed with the SEC a registration statement on Form N-2, of which this prospectus is a part, under the Securities Act of 1933, as amended, or the Securities Act. This registration statement contains additional information about us and the securities being offered by this prospectus. We also file periodic reports, current reports, proxy statements and other information with the SEC. This information is available on the SEC’s website at www.sec.gov.

Sale of Common Stock Below NAV

We may offer, and have in the past offered, shares of our common stock at a discount from our most recently determined net asset value per share pursuant to authority granted by our stockholders on June 20, 2018, June 21, 2017, July 14, 2016, June 24, 2015, June 27, 2014 and July 9, 2013. Our board of directors

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has in the past determined that it would be in our and our stockholders’ best interests to issue shares of our common stock below net asset value. See “Risk Factors” and “Sales of Common Stock Below Net Asset Value.”

Risk Factors

The value of our assets, as well as the market price of our securities will fluctuate. Our investments may be risky, and you may lose all or part of your investment in us. A material portion of our portfolio may have exposure to specific industries. See “Risk Factors” beginning on page 14 of this prospectus for a more detailed discussion of the material risks you should carefully consider before deciding to invest in our securities.

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FEES AND EXPENSES

The following table is intended to assist you in understanding the costs and expenses that an investor in our common stock will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and actual amounts and percentages may vary. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “you,” “us,” “the Company” or “Monroe Capital Corporation,” or that “we” will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in Monroe Capital Corporation.

 
Stockholder transaction expenses:
        
Sales load (as a percentage of offering price)     %(1) 
Offering expenses (as a percentage of offering price)     %(2) 
Dividend reinvestment plan expenses     %(3) 
Total stockholder transaction expenses (as a percentage of offering price)     %(2) 
Estimated annual expenses (as a percentage of net assets attributable to common stock):
        
Base management fee     3.54 %(4) 
Incentive fees payable under the Investment Advisory Agreement     2.38 %(5) 
Interest payments on borrowed funds     5.86 %(6) 
Other expenses (estimated)     1.35 %(7) 
Acquired fund fees and expenses     1.05 %(8) 
Total annual expenses (estimated)     14.18 %(9) 

(1) In the event that the securities to which this prospectus relates are sold to or through underwriters or agents, a corresponding prospectus supplement will disclose the applicable sales load.
(2) The related prospectus supplement will disclose the estimated amount of total offering expenses (which may include offering expenses borne by third parties on our behalf), the offering price and the offering expenses borne by us as a percentage of the offering price.
(3) The expenses of the dividend reinvestment plan are included in “other expenses.” See “Dividend Reinvestment Plan.”
(4) Our base management fee is 1.75% of our total assets (which includes assets purchased with borrowed amounts but does not include cash and cash equivalents). For the purposes of this table, we have assumed that the base management fee will remain at 1.75% as set forth in the Investment Advisory Agreement. We may from time to time decide it is appropriate to change the terms of the Investment Advisory Agreement. Under the 1940 Act, any material change to the Investment Advisory Agreement generally must be submitted to our stockholders for approval. The “base management fee” percentage is calculated as a percentage of net assets attributable to common stockholders, rather than total assets, including assets that have been funded with borrowed monies, because common stockholders bear all of this cost. The base management fee in the table above assumes the base management fee remains consistent with fees incurred for the three months ended December 31, 2018 of $2.3 million, based on average total assets (excluding cash) for the period of $525.6 million, as a percentage of our average net assets for the period of $261.8 million. See “Management and Other Agreements — Investment Advisory Agreement.”
(5) Estimated assuming that annual incentive fees earned by MC Advisors remains consistent with the incentive fees earned, gross of the Incentive Fee Limitation due to the total return requirement, for the three months ended December 31, 2018 of $1.6 million, as a percentage of our average net assets of $261.8 million for the period. For information about our Incentive Fee Limitation and incentive fee waiver, see “Management and Other Agreements —  Investment Advisory Agreement” and “Consolidated Statements of Operations” in our financial statements included in this prospectus.

The incentive fee consists of two parts:

The first part of the incentive fee, payable quarterly in arrears, equals 20% of our pre-incentive fee net investment income (including interest that is accrued but not yet received in cash), subject to a 2% quarterly (8% annualized) rate of return on the value of our net assets, or hurdle rate, and a “catch-up” provision measured as of the end of each calendar quarter. Under this provision, in any calendar quarter, MC Advisors receives no incentive fee until our net investment income equals the hurdle rate of 2% but

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then receives, as a “catch-up,” 100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.5%. The effect of this provision is that, if pre-incentive fee net investment income exceeds 2.5% in any calendar quarter, MC Advisors will receive 20% of our pre-incentive fee net investment income as if a hurdle rate did not apply. The first component of the incentive fee will be computed and paid on income that includes, in the case of investments with a deferred interest feature such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities, accrued income that we have not yet received in cash. Since the hurdle rate is fixed, as interest rates rise, it will be easier for the MC Advisors to surpass the hurdle rate and receive an incentive fee based on net investment income. The foregoing incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of our pre-incentive fee net investment income will be payable except to the extent that 20% of the cumulative net increase in net assets resulting from operations over the then current and 11 preceding calendar quarters exceeds the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters. In other words, any ordinary income incentive fee that is payable in a calendar quarter will be limited to the lesser of (i) 20% of the amount by which our pre-incentive fee net investment income for such calendar quarter exceeds the 2% hurdle, subject to the “catch-up” provision, and (ii) (x) 20% of the cumulative net increase in net assets resulting from operations for the then current and 11 preceding calendar quarters minus (y) the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the sum of our pre-incentive fee net investment income, base management fees, realized gains and losses and unrealized appreciation and depreciation for the then current and 11 preceding calendar quarters.

The second part of the incentive fee, payable annually in arrears, equals 20% of our realized capital gains on a cumulative basis from inception through the end of the fiscal year, if any (or upon the termination of the Investment Advisory Agreement, as of the termination date), computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation, less the aggregate amount of any previously paid capital gain incentive fees. We will accrue (but not pay) an expense for potential payment of capital gain incentive fees with respect to any unrealized appreciation on our portfolio.

See “Management and Other Agreements — Investment Advisory Agreement.”

(6) We may borrow funds from time to time to make investments to the extent we determine that it is appropriate to do so. The costs associated with any outstanding borrowings are indirectly borne by our investors. The table assumes borrowings are consistent with the average borrowings for the three months ended December 31, 2018 of $277.8 million, no preferred stock issued or outstanding and average net assets of $261.8 million. For the three months ended December 31, 2018, we had interest expense of $3.8 million (including fees for unused portions of commitments). As of December 31, 2018, the weighted average interest rate of our revolving credit facility (excluding debt issuance costs) was 5.02%, the weighted average interest rate on our SBA-guaranteed debentures (excluding debt issuance costs) was 3.42% and the interest rate on our senior unsecured notes was 5.75%. Although we do not have any current plans to issue debt securities or preferred stock in the next twelve months, we may issue debt securities or preferred stock, subject to our compliance with applicable requirements under the 1940 Act.
(7) Includes our estimated overhead expenses, including payments under the Administration Agreement based on our allocable portion of overhead and other expenses incurred by MC Management. The table above assumes “other expenses” remain consistent with the $0.9 million incurred during the three months ended December 31, 2018 and average net assets for the period of $261.8 million.
(8) Our stockholders indirectly bear the expenses of our investment in SLF. SLF does not pay any fees to MC Advisors or its affiliates; however, SLF has entered into an administration agreement with MC Management, pursuant to which certain loan servicing and administrative functions are delegated to MC Management. SLF may reimburse MC Management for its allocable share of overhead and other expenses incurred by MC Management. For the year ended December 31, 2018, SLF incurred $72 thousand of allocable expenses. The table above assumes “acquired fund fees and expenses” remain consistent with the $0.7 million of expenses incurred for the three months ended December 31, 2018 and average net assets for the period of $261.8 million. Future expenses for SLF may be substantially higher or lower because certain expenses may fluctuate over time.

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(9) “Total annual expenses” as a percentage of consolidated net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage our net assets and increase our total assets. We calculate the “total annual expenses” percentage as a percentage of net assets (defined as total assets less indebtedness and after taking into account any incentive fees payable during the period), rather than the total assets, including assets that have been purchased with borrowed amounts. The terms of our indebtedness may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Borrowings.” If the “total annual expenses” percentage were calculated instead as a percentage of consolidated total assets, our “total annual expenses” would be 6.88% of consolidated total assets. With certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 150%, effective June 21, 2018. We have received exemptive relief from the SEC to permit us to exclude the debt of our SBIC subsidiary guaranteed by the SBA from the definition of senior securities for the purposes of the asset coverage ratio. We have included our estimated leverage expenses (consistent with the assumptions in footnote (7)) in “total annual expenses.”

Example

The following example illustrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed we would have no additional leverage, that none of our assets are cash or cash equivalents and that our annual operating expenses would remain at the levels set forth in the table above. Transaction expenses are not included in the following example:

       
You would pay the following expenses on a $1,000 investment   1 Year   3 Years   5 Years   10 Years
Assuming a 5% annual return (assumes no return from net realized capital gains or net unrealized capital appreciation)   $ 118     $ 354     $ 590     $ 1,180  
Assuming a 5% annual return (assumes entire return is from realized capital gains and thus subject to the capital gains incentive fee)   $ 128     $ 385     $ 645     $ 1,306  

This table is to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. As incentive fees vary based on the character of the 5% return, the example above provides (i) expenses assuming no return from capital gains (therefore not meeting the hurdle rate for the first part of the incentive fee) and (ii) expenses assuming the entire return is from realized capital gains (resulting in a capital gains incentive fee). For the three months ended December 31, 2018, our return included net realized and unrealized capital losses. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all dividends and distributions at net asset value, if our board of directors authorizes and we declare a cash distribution, participants in our dividend reinvestment plan who have not otherwise elected to receive cash will receive a number of shares of our common stock, determined by dividing the total dollar amount of the distribution payable to a participant by the market price per share of our common stock at the close of trading on the valuation date for the distribution. See “Dividend Reinvestment Plan” for additional information regarding our dividend reinvestment plan.

This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.

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AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form N-2, together with all amendments and related exhibits, under the Securities Act, with respect to the securities offered by this prospectus. The registration statement contains additional information about us and the securities being offered by this prospectus.

We file with or submit to the SEC annual, quarterly and current reports, proxy statements and other information meeting the informational requirements of the Exchange Act. We maintain a website at www.monroebdc.com and make all of our annual, quarterly and current reports, proxy statements and other publicly filed information available, free of charge, on or through our website. Information contained on our website is not incorporated into this prospectus, and you should not consider information on our website to be part of this prospectus. You may also obtain such information by contacting us in writing at 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606, Attention: Investor Relations. The SEC maintains a website that contains reports, proxy and information statements and other information we file with the SEC at www.sec.gov.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This prospectus is part of a registration statement that we have filed with the SEC. Commencing March 24, 2019, we are allowed to “incorporate by reference” the information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to comprise a part of this prospectus from the date we file that document. Any reports filed by us with the SEC on or after March 24, 2019 and before the date that any offering of any securities by means of this prospectus and any accompanying prospectus supplement is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus.

We incorporate by reference into this prospectus additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from March 24, 2019 until all of the securities offered by this prospectus and any accompanying prospectus supplement have been sold or we otherwise terminate the offering of these securities; provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus and any accompanying prospectus supplement. Information that we file with the SEC subsequent to March 23, 2019 will automatically update and may supersede information in this prospectus, any accompanying prospectus supplement and information previously filed with the SEC.

You may request a copy of these filings (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents) at no cost by writing or calling the following address and telephone number:

Investor Relations
Monroe Capital Corporation
311 South Wacker Drive, Suite 6400
Chicago, Illinois 60606
(312) 258-8300

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with different or additional information, and you should not rely on such information if you receive it. We are not making an offer of or soliciting an offer to buy, any securities in any state or other jurisdiction where such offer or sale is not permitted. You should not assume that the information in this prospectus or in the documents incorporated by reference is accurate as of any date other than the date on the front of this prospectus or those documents.

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RISK FACTORS

Investing in our securities involves a number of significant risks. Before you invest in our securities, you should be aware of various risks, including those described below. You should carefully consider these risk factors, together with all of the other information included in this prospectus and the applicable prospectus supplement, before you decide whether to make an investment in our securities. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occurs, our business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, our net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment. The risk factors described below are the principal risk factors associated with an investment in us as well as those factors generally associated with an investment company with investment objectives, investment policies, capital structure or trading markets similar to ours.

Risks Relating to Our Business and Structure

We depend upon MC Advisors’ senior management for our success, and upon its access to the investment professionals of Monroe Capital and its affiliates.

We do not have any internal management capacity or employees. We depend on the investment expertise, skill and network of business contacts of the senior investment professionals of MC Advisors, who evaluate, negotiate, structure, execute, monitor and service our investments in accordance with the terms of the Investment Advisory Agreement. Our success depends to a significant extent on the continued service and coordination of the senior investment professionals of MC Advisors, particularly Messrs. Koenig, Peck, Egan and VanDerMeid, who comprise the MC Advisors investment committee. These individuals may have other demands on their time now and in the future, and we cannot assure you that they will continue to be actively involved in our management. Each of these individuals is an employee of MC Management and is not subject to an employment contract. The departure of any of these individuals or competing demands on their time in the future could have a material adverse effect on our ability to achieve our investment objective.

MC Advisors evaluates, negotiates, structures, closes and monitors our investments in accordance with the terms of the Investment Advisory Agreement. We can offer no assurance, however, that MC Advisors’ senior investment professionals will continue to provide investment advice to us. If these individuals do not maintain their existing relationships with Monroe Capital and its affiliates and do not develop new relationships with other sources of investment opportunities, we may not be able to grow our investment portfolio or achieve our investment objective. In addition, individuals with whom Monroe Capital’s senior investment professionals have relationships are not obligated to provide us with investment opportunities. Therefore, we can offer no assurance that such relationships will generate investment opportunities for us.

MC Advisors, an affiliate of Monroe Capital, provides us with access to Monroe Capital’s investment professionals. MC Advisors also depends upon Monroe Capital to obtain access to deal flow generated by the investment professionals of Monroe Capital and its affiliates. The Staffing Agreement provides that MC Management will make available to MC Advisors experienced investment professionals and access to the senior investment personnel of Monroe Capital for purposes of evaluating, negotiating, structuring, closing and monitoring our investments. We are not a party to this Staffing Agreement and cannot assure you that MC Management will fulfill its obligations under the agreement. Furthermore, the Staffing Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. If MC Management fails to perform or terminates the agreement, we cannot assure you that MC Advisors will enforce the Staffing Agreement or that such agreement will not be terminated by either party or that we will continue to have access to the investment professionals of Monroe Capital and its affiliates or their information and deal flow.

The investment committee that oversees our investment activities is provided by MC Advisors under the Investment Advisory Agreement. The loss of any member of MC Advisors’ investment committee or of other Monroe Capital senior investment professionals would limit our ability to achieve our investment objective and operate as we anticipate. This could have a material adverse effect on our financial condition and results of operations.

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Our business model depends to a significant extent upon strong referral relationships with financial institutions, sponsors and investment professionals. Any inability of MC Advisors to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.

We depend upon the senior investment professionals of MC Advisors to maintain their relationships with financial institutions, sponsors and investment professionals, and we rely to a significant extent upon these relationships to provide us with potential investment opportunities. If the senior investment professionals of MC Advisors fail to maintain such relationships, or to develop new relationships with other sources of investment opportunities, we will not be able to grow our investment portfolio. In addition, individuals with whom the senior investment professionals of MC Advisors have relationships are not obligated to provide us with investment opportunities, and, therefore, we can offer no assurance that these relationships will generate investment opportunities for us in the future.

Our financial condition and results of operations depend on our ability to manage our business effectively.

Our ability to achieve our investment objective and grow depends on our ability to manage our business. This depends, in turn, on MC Advisors’ ability to identify, invest in and monitor companies that meet our investment criteria. The achievement of our investment objectives depends upon MC Advisors’ execution of our investment process, its ability to provide competent, attentive and efficient services to us and, to a lesser extent, our access to financing on acceptable terms. MC Advisors has substantial responsibilities under the Investment Advisory Agreement. The senior origination professionals and other personnel of MC Advisors and its affiliates may be called upon to provide managerial assistance to our portfolio companies. These activities may distract them or slow our rate of investment. Any failure to manage our business and our future growth effectively could have a material adverse effect on our business, financial condition, results of operations and prospects. Our results of operations depend on many factors, including the availability of opportunities for investment, readily accessible short and long-term funding alternatives in the financial markets and economic conditions. Furthermore, if we cannot successfully operate our business or implement our investment policies and strategies, it could negatively impact our ability to pay dividends or other distributions and you may lose all or part of your investment.

There may be conflicts related to obligations that MC Advisors’ senior investment professionals and members of its investment committee have to other clients.

The senior investment professionals and members of the investment committee of MC Advisors serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do, or of investment funds, accounts or other investment vehicles sponsored or managed by MC Advisors or its affiliates. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in our best interests or in the best interest of our stockholders. For example, Messrs. Koenig, Peck, Egan and VanDerMeid have and will continue to have management responsibilities for other investment funds, accounts or other investment vehicles sponsored or managed by affiliates of MC Advisors. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the best interests of us or our stockholders. MC Advisors seeks to allocate investment opportunities among eligible accounts in a manner that is fair and equitable over time and consistent with its allocation policy.

MC Advisors manages other assets in a private BDC, and affiliates of MC Advisors manage other assets in seven closed-end funds, two small business investment companies and 15 private funds that also have an investment strategy focused primarily on senior secured, unitranche secured and junior secured debt and, to a lesser extent, unsecured subordinated debt to lower middle-market companies. Except for the private BDC, none of these funds are registered with the SEC. In addition, MC Advisors and/or its affiliates may manage other entities in the future with an investment strategy that has the same or similar focus as ours.

Monroe Capital and its affiliates seek to allocate investment opportunities among eligible accounts made pro rata based on each account’s capital available for investment, as determined, in our case, by our board of directors, including our independent directors. It is the policy of Monroe Capital and its affiliates to base the determinations as to the amount of capital available for investment on such factors as the amount of cash

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on hand, existing commitments and reserves, if any, the targeted leverage level, the targeted asset mix and diversification requirements and other investment policies and restrictions set by our board of directors, or imposed by applicable laws, rules, regulations or interpretations. We expect that these determinations will be made similarly for other accounts. In situations where co-investment with other entities sponsored or managed by MC Advisors or its affiliates is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer, MC Advisors will need to decide whether we or such other entity or entities will proceed with the investment. MC Advisors will make these determinations based on its policies and procedures which require that such opportunities be offered to eligible accounts on a basis that is fair and equitable over time. However, there can be no assurance that we will be able to participate in all investment opportunities that are suitable to us.

MC Advisors or its investment committee may, from time to time, possess material nonpublic information, limiting our investment discretion.

The managing members and the senior origination professionals of MC Advisors and the senior professionals and members of MC Advisors’ investment committee may serve as directors of, or in a similar capacity with, companies in which we invest, the securities of which are purchased or sold on our behalf. In the event that material nonpublic information is obtained with respect to such companies, or we become subject to trading restrictions under the internal trading policies of those companies or as a result of applicable law or regulations, we could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition may have a material adverse effect on us.

Our management and incentive fee structure may create incentives for MC Advisors that are not fully aligned with the interests of our stockholders.

In the course of our investing activities, we pay management and incentive fees to MC Advisors. Management fees are based on our total assets (which include assets purchased with borrowed amounts but exclude cash and cash equivalents). As a result, investors in our common stock invest on a “gross” basis and receive distributions on a “net” basis after expenses, resulting in a lower rate of return than one might achieve through direct investments. Because these fees are based on our total assets, including assets purchased with borrowed amounts but excluding cash and cash equivalents, MC Advisors benefits when we incur debt or otherwise use leverage. This fee structure may encourage MC Advisors to cause us to borrow money to finance additional investments or to maintain leverage when it would otherwise be appropriate to pay off our indebtedness. Under certain circumstances, the use of borrowed money may increase the likelihood of default, which would disfavor our stockholders. Our board of directors is charged with protecting our interests by monitoring how MC Advisors addresses these and other conflicts of interest associated with its management services and compensation. While our board of directors is not expected to review or approve each investment, our independent directors periodically review MC Advisors’ services and fees as well as its portfolio management decisions and portfolio performance. In connection with these reviews, our independent directors consider whether our fees and expenses (including those related to leverage) remain appropriate. As a result of this arrangement, MC Advisors or its affiliates may from time to time have interests that differ from those of our stockholders, giving rise to a conflict.

The part of the incentive fee payable to MC Advisors that relates to our net investment income is computed and paid on income that may include interest income that has been accrued but not yet received in cash. This fee structure may be considered to involve a conflict of interest for MC Advisors to the extent that it may encourage MC Advisors to favor debt financings that provide for deferred interest, rather than current cash payments of interest. MC Advisors may have an incentive to invest in PIK interest securities in circumstances where it would not have done so but for the opportunity to continue to earn the incentive fee even when the issuers of the deferred interest securities would not be able to make actual cash payments to us on such securities. This risk could be increased because MC Advisors is not obligated to reimburse us for any incentive fees received even if we subsequently incur losses or never receive in cash the deferred income that was previously accrued. In addition, the part of the incentive fee payable to MC Advisors that relates to our net investment income generally does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. However, part one incentive fees are subject to the Incentive Fee Limitation. Any net investment income incentive fee would not be subject to repayment.

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Our incentive fee may induce MC Advisors to make certain investments, including speculative investments.

MC Advisors receives an incentive fee based, in part, upon net capital gains realized on our investments. Unlike that portion of the incentive fee based on income, there is no hurdle rate applicable to the portion of the incentive fee based on net capital gains. As a result, MC Advisors may have a tendency to invest more capital in investments that are likely to result in capital gains as compared to income producing securities. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.

The Investment Advisory Agreement with MC Advisors and the Administration Agreement with MC Management were not negotiated on an arm’s length basis and may not be as favorable to us as if they had been negotiated with an unaffiliated third-party.

We negotiated the Investment Advisory Agreement and the Administration Agreement with related parties. Consequently, their terms, including fees payable to MC Advisors, may not be as favorable to us as if they had been negotiated with an unaffiliated third-party. In addition, we may choose not to enforce, or to enforce less vigorously, our rights and remedies under these agreements because of our desire to maintain our ongoing relationship with MC Advisors and MC Management. Any such decision, however, would breach our fiduciary obligations to our stockholders.

Our ability to enter into transactions with our affiliates is restricted, which may limit the scope of investments available to us.

We are prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our independent directors and, in some cases, of the SEC. Any person that owns, directly or indirectly, five percent or more of our outstanding voting securities is our affiliate for purposes of the 1940 Act, and we are generally prohibited from buying or selling any security from or to such affiliate, absent the prior approval of our independent directors. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, which could include investments in the same portfolio company, without prior approval of our independent directors and, in some cases, of the SEC. We are prohibited from buying or selling any security from or to any person who owns more than 25% of our voting securities or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. As a result of these restrictions, we may be prohibited from buying or selling any security (other than any security of which we are the issuer) from or to any portfolio company of a private equity fund managed by MC Advisors or its affiliates without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us.

We may, however, co-invest with MC Advisors and its affiliates’ other clients in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations. For example, we may co-invest with such accounts consistent with guidance promulgated by the SEC staff permitting us and such other accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that MC Advisors, acting on our behalf and on behalf of other clients, negotiates no term other than price. We may also co-invest with MC Advisors’ affiliates’ other clients as otherwise permissible under regulatory guidance, applicable regulations, exemptive relief granted to us by the SEC on October 15, 2014 and MC Advisors’ allocation policy, which the investment committee of MC Advisors maintains in writing. Under this allocation policy, a fixed percentage of each opportunity, which may vary based on asset class and from time to time, is offered to us and similar eligible accounts, as periodically determined by MC Advisors and approved by our board of directors, including our independent directors. The allocation policy further provides that allocations among us and these other accounts are generally made pro rata based on each account’s capital available for investment, as determined, in our case, by our board of directors. It is our policy to base our determinations as to the amount of capital available for investment based on such factors as: the amount of cash on-hand, existing commitments and reserves, if any, the targeted leverage level, the targeted asset mix and diversification requirements and other investment policies and restrictions set by our board of directors or imposed by applicable laws, rules, regulations or interpretations. We expect that these determinations will be made similarly for other accounts. However, we can offer no assurance that investment opportunities will be allocated to us fairly or equitably in the short-term or over time.

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In situations where co-investment with other funds managed by MC Advisors or its affiliates is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer or where the different investments could be expected to result in a conflict between our interests and those of other MC Advisors clients, MC Advisors must decide which client will proceed with the investment. MC Advisors makes these determinations based on its policies and procedures, which generally require that such opportunities be offered to eligible accounts on a basis that will be fair and equitable over time. Moreover, except in certain circumstances, we are unable to invest in any issuer in which a fund managed by MC Advisors or its affiliates has previously invested. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates.

We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of the majority of the members of our board of directors who are not interested persons and, in some cases, prior approval by the SEC. The SEC has interpreted the business development company regulations governing transactions with affiliates to prohibit certain “joint transactions” between entities that share a common investment adviser.

We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.

We compete with a number of specialty and commercial finance companies to make the types of investments that we make in middle-market companies, including business development companies, traditional commercial banks, private investment funds, regional banking institutions, small business investment companies, investment banks and insurance companies. Additionally, with increased competition for investment opportunities, alternative investment vehicles such as hedge funds may seek to invest in areas they have not traditionally invested in or from which they had withdrawn during the economic downturn, including investing in middle-market companies. As a result, competition for investments in lower middle-market companies has intensified, and we expect that trend to continue. Many of our existing and potential competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we offer. We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we are forced to match our competitors’ pricing, terms and structure, however, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. A significant part of our competitive advantage stems from the fact that the lower middle-market is underserved by traditional commercial and investment banks, and generally has less access to capital. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms.

Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a business development company or the source of income, asset diversification and distribution requirements we must satisfy to maintain our RIC status. The competitive pressures we face may have a material adverse effect on our business, financial condition and results of operations. As a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we may not be able to identify and make investments that are consistent with our investment objective.

We will be subject to corporate-level federal income tax if we are unable to qualify or maintain qualification as a RIC under Subchapter M of the Code.

We elected to be treated as a RIC under Subchapter M of the Code commencing with our taxable year ended December 31, 2012, have qualified in each taxable year since, and intend to qualify annually hereafter; however, no assurance can be given that we will be able to qualify for and maintain RIC status. To receive RIC tax treatment under the Code and to be relieved of federal taxes on income and gains distributed to our stockholders, we must meet certain requirements, including source-of-income, asset diversification and distribution requirements. The annual distribution requirement applicable to RICs is satisfied if we distribute at least 90% of our net ordinary income and net short-term

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capital gains in excess of net long-term capital losses, if any, to our stockholders on an annual basis. In addition, we will be subject to a 4% nondeductible federal excise tax to the extent that we do not satisfy certain additional minimum distribution requirements on a calendar year basis. To the extent we use debt financing, we will be subject to certain asset coverage ratio requirements under the 1940 Act and may be subject to financial covenants under loan and credit agreements, each of which could, under certain circumstances, restrict us from making annual distributions necessary to receive RIC tax treatment. If we are unable to obtain cash from other sources, we may fail to be taxed as a RIC and, thus, may be subject to corporate-level federal income tax on our entire taxable income without regard to any distributions made by us. In order to be taxed as a RIC, we must also meet certain asset diversification requirements at the end of each calendar quarter. Failure to meet these tests may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because most of our investments are in private or thinly traded public companies, any such dispositions could be made at disadvantageous prices and may result in substantial losses. If we fail to be taxed as a RIC for any reason and become subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distributions to stockholders and the amount of our distributions and the amount of funds available for new investments. Such a failure would have a material adverse effect on us and our stockholders. See “Material U.S. Federal Income Tax Considerations — Taxation as a RIC.”

An extended disruption in the capital markets and the credit markets could negatively affect our business.

As a business development company, it will be necessary for us to maintain our ability to raise additional capital for investment purposes. Without sufficient access to the capital markets or credit markets, we may be forced to curtail our business operations or we may not be able to pursue new business opportunities. The capital markets and the credit markets have experienced periods of extreme volatility and disruption and, accordingly, there has been and may in the future be uncertainty in the financial markets in general. Ongoing disruptive conditions in the financial industry and the impact of new legislation in response to those conditions could restrict our business operations and could adversely impact our results of operations and financial condition.

We access the capital markets periodically to issue debt or equity securities or borrow from financial institutions in order to obtain such additional capital. Unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. A reduction in the availability of new capital could limit our ability to pursue new business opportunities and grow our business. In addition, we are required to distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders to qualify for the tax benefits available to RICs. As a result, these earnings will not be available to fund new investments. An inability to access the capital markets successfully could limit our ability to grow our business and execute our business strategy fully and could decrease our earnings, if any, which may have an adverse effect on the value of our securities.

We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.

For U.S. federal income tax purposes, we will include in income certain amounts that we have not yet received in cash, such as original issue discount, or through contracted PIK interest, which represents contractual interest added to the loan balance and due at the end of the loan term. Original issue discount, which could be significant relative to our overall investment activities, or increases in loan balances as a result of contracted PIK arrangements, will be included in income before we receive any corresponding cash payments. We also may be required to include in income certain other amounts that we will not receive in cash.

That part of the incentive fee payable by us that relates to our net investment income is computed and paid on income that may include interest that has been accrued but not yet received in cash, such as original issue discount and PIK interest. If we pay a net investment income incentive fee on interest that has been accrued, but not yet received in cash, it will increase the basis of our investment in that loan, which will reduce the capital gain incentive fee that we would otherwise pay in the future. Nevertheless, if we pay a net investment income incentive fee on interest that has been accrued but not yet received, and if that portfolio

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company defaults on such a loan, it is possible that accrued interest previously included in the calculation of the incentive fee will become uncollectible.

Because we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirements applicable to RICs. In such a case, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations and sourcings to meet these distribution requirements. If we are not able to obtain such cash from other sources, we may fail to qualify for the tax benefits available to RICs and thus be subject to corporate-level income tax. See “Material U.S. Federal Income Tax Considerations —  Taxation as a RIC.”

Recently-enacted legislation allows us to incur additional leverage, which could increase the risk of investing in us.

The 1940 Act generally prohibits us from incurring indebtedness unless immediately after such borrowing we have an asset coverage for total borrowings of at least 200% (i.e., the amount of debt may not exceed 50% of the value of our total assets). However, on March 23, 2018, the SBCAA was signed into law, which included various changes to regulations under the federal securities laws that impact BDCs. The SBCAA amended the 1940 Act to allow BDCs to decrease their asset coverage requirement from 200% to 150% (i.e. the amount of debt may not exceed 66.7% of the value of our total assets), if certain requirements are met. Under the SBCAA, BDCs are allowed to reduce their asset coverage requirement to 150%, and thereby increase leverage capacity, if shareholders representing at least a majority of the votes cast, when quorum is met, approve a proposal to do so. If a BDC receives stockholder approval, it would be allowed to reduce its asset coverage requirement to 150% on the first day after such approval. Alternatively, the SBCAA allows the majority of a BDC’s independent directors to approve the reduction in its asset coverage requirement to 150%, and such approval would become effective after one year. In either case, a BDC would be required to make certain disclosures on its website and in SEC filings regarding, among other things, the receipt of approval to reduce its asset coverage requirement to 150%, its leverage capacity and usage, and risks related to leverage.

On March 27, 2018, our board of directors unanimously approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCAA. On March 27, 2018, our board of directors also recommended the submission of a proposal for stockholders to approve the application of the 150% minimum asset coverage requirements at our annual meeting of stockholders held on June 20, 2018. At the annual meeting, our stockholders approved this proposal, and we became subject to the 150% minimum asset coverage ratio, effective June 21, 2018.

Leverage is generally considered a speculative investment technique and increases the risk of investing in our securities. Leverage magnifies the potential for loss on investments in our indebtedness and on invested equity capital. As we use leverage to partially finance our investments, you will experience increased risks of investing in our securities. If the value of our assets increases, then leveraging would cause the net asset value attributable to our common stock to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged our business. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net investment income to increase more than it would without the leverage, while any decrease in our income would cause net investment income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to pay distributions, scheduled debt payments or other payments related to our securities. The effects of leverage would cause any decrease in net asset value for any losses to be greater than any increase in net asset value for any corresponding gains. If we incur additional leverage, you will experience increased risks of investing in our common stock. See “Risk Factors — Risks Relating to Our Business and Structure — We maintain a revolving credit facility and use other borrowed funds to make investments or fund our business operations, which exposes us to risks typically associated with leverage and increases the risk of investing in us.”

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Regulations governing our operation as a business development company affect our ability to and the way in which we raise additional capital.

We may issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, which we refer to collectively as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, we are permitted as a business development company to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 150% (as of June 21, 2018) of total assets less all liabilities and indebtedness not represented by senior securities, immediately after each issuance of senior securities (other than the SBA debentures of an SBIC subsidiary, as permitted by exemptive relief we have been granted by the SEC). If the value of our assets declines, we may be unable to satisfy this test. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. This could have a material adverse effect on our operations and we may not be able to make distributions in an amount sufficient to be subject to taxation as a RIC, or at all. In addition, issuance of securities could dilute the percentage ownership of our current stockholders in us.

No person or entity from which we borrow money will have a veto power or a vote in approving or changing any of our fundamental policies. If we issue preferred stock, the preferred stock would rank “senior” to common stock in our capital structure, preferred stockholders would have separate voting rights on certain matters and might have other rights, preferences or privileges more favorable than those of our common stockholders, and the issuance of preferred stock could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for holders of our common stock or otherwise be in your best interest. Holders of our common stock will directly or indirectly bear all of the costs associated with offering and servicing any preferred stock that we issue. In addition, any interests of preferred stockholders may not necessarily align with the interests of holders of our common stock and the rights of holders of shares of preferred stock to receive dividends would be senior to those of holders of shares of our common stock.

As a business development company, we generally are not able to issue our common stock at a price below net asset value per share without first obtaining the approval of our stockholders and our independent directors. If we raise additional funds by issuing more common stock or senior securities convertible into, or exchangeable for, our common stock, then percentage ownership of our stockholders at that time would decrease, and our stockholders might experience dilution. We have stockholder approval to sell our common stock below net asset value through June 20, 2019. We may seek further stockholder approval to sell shares below net asset value in the future.

We maintain a revolving credit facility and use other borrowed funds to make investments or fund our business operations, which exposes us to risks typically associated with leverage and increases the risk of investing in us.

We maintain a revolving credit facility, have issued debt securities and may borrow money, including through the issuance of additional debt securities or preferred stock, to leverage our capital structure, which is generally considered a speculative investment technique. As a result:

our common stock is exposed to an increased risk of loss because a decrease in the value of our investments would have a greater negative impact on the value of our common stock than if we did not use leverage;
if we do not appropriately match the assets and liabilities of our business, adverse changes in interest rates could reduce or eliminate the incremental income we make with the proceeds of any leverage;
our ability to pay distributions on our common stock may be restricted if our asset coverage ratio, as provided in the 1940 Act, is not at least 150% and any amounts used to service indebtedness or preferred stock would not be available for such distributions;
any credit facility is subject to periodic renewal by its lenders, whose continued participation cannot be guaranteed;

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our revolving credit facility with ING Capital LLC, as agent, is, and any other credit facility we may enter into would be, subject to various financial and operating covenants, including that our portfolio of investments satisfies certain eligibility and concentration limits as well as valuation methodologies;
such securities would be governed by an indenture or other instrument containing covenants restricting our operating flexibility;
we bear the cost of issuing and paying interest or distributions on such securities, which costs are entirely borne by our common stockholders; and
any convertible or exchangeable securities that we issue may have rights, preferences and privileges more favorable than those of our common stock.

The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns, net of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing in the table below.

         
  Assumed Return on Our Portfolio
(Net of Expenses)(1)
     -10%   -5%   0%   5%   10%
Corresponding return to common stockholder(2)(3)     -28.11 %      -16.91 %      -5.71 %      5.50 %      16.70 % 

(1) The assumed return on our portfolio is required by regulation of the SEC to assist investors in understanding the effects of leverage and is not a prediction of, and does not represent, our projected or actual performance.
(2) Assumes $579.8 million in total assets, $321.0 million in debt outstanding, of which $205.0 million is senior securities outstanding and $258.8 million in net assets, as of December 31, 2018, and an average cost of funds of 4.60%, which was the weighted average interest rate of borrowing on our revolving credit facility, SBA debentures and 2023 Notes as of December 31, 2018. The interest rate on our revolving credit facility is a variable rate. See “Summary — Credit Facility.” Actual interest payments may be different.
(3) In order for us to cover our annual interest payments on indebtedness, we must achieve annual returns on our December 31, 2018 total portfolio assets of at least 2.55%.

We are subject to risks associated with our revolving credit facility and the terms of our revolving credit facility may contractually limit our ability to incur additional indebtedness.

Our revolving credit facility, as amended, imposes certain conditions that may limit the amount of our distributions to stockholders. Distributions payable in our common stock under our dividend reinvestment plan are not limited by the revolving credit facility. Distributions in cash or property other than our common stock are generally limited to 115% of the amount of distributions required to maintain our ability to be subject to taxation as a RIC. We are required under the revolving credit facility to maintain our ability to be subject to taxation as a RIC.

The revolving credit facility requires us to comply with certain financial and operational covenants, including asset coverage ratios and a minimum net worth. For example, the revolving credit facility requires that we maintain an asset coverage ratio of at least 1.5 to 1 and a senior debt coverage ratio of at least 2 to 1 at all times. We may divert cash to pay the lenders in amounts sufficient to cause these tests to be satisfied. Our compliance with these covenants depends on many factors, some of which, such as market conditions, are beyond our control.

Our ability to sell our investments is also limited under the revolving credit facility. Under the revolving credit facility, the sale of any portfolio investment may not cause our covered debt amount to exceed our borrowing base. As a result, there may be times or circumstances during which we are unable to sell investments, pay distributions or take other actions that might be in our best interests.

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Availability of borrowings under the revolving credit facility is linked to the valuation of the collateral pursuant to a borrowing base mechanism. As such, declines in the fair market value of our investments which are collateral to the revolving credit facility may reduce availability under our revolving credit facility.

To the extent we use debt to finance our investments, changes in interest rates will affect our cost of capital and net investment income.

To the extent we borrow money to make investments, our net investment income depends, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income in the event we use debt to finance our investments. In periods of rising interest rates, our cost of funds would increase, which could reduce our net investment income. We expect that our long-term fixed-rate investments will be financed primarily with issuances of equity and long-term debt securities. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act.

You should also be aware that a rise in the general level of interest rates typically leads to higher interest rates applicable to our debt investments. Accordingly, an increase in interest rates may result in an increase of the amount of incentive fees payable to MC Advisors.

In July 2017, the head of the United Kingdom Financial Conduct Authority announced the desire to phase out the use of LIBOR by the end of 2021. There is currently no definitive information regarding the future utilization of LIBOR or of any particular replacement rate. As such, the potential effect of any such event on our cost of capital and net investment income cannot yet be determined. In addition, any further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market value for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us and could have a material adverse effect on our business, financial condition and results of operations.

We are exposed to risks associated with changes in interest rates.

Interest rate fluctuations may have a substantial negative impact on our investments, the value of our common stock and our rate of return on invested capital. A reduction in the interest rates on new investments relative to interest rates on current investments could have an adverse impact on our net investment income while an increase in interest rates could decrease the value of any investments we hold which earn fixed interest rates and increase our interest expense, thereby decreasing our net income. An increase in interest rates available to investors could also make investment in our common stock less attractive unless we are able to increase our dividend rate. In addition, a significant increase in market interest rates could also result in an increase in our non-performing assets and a decrease in the value of our portfolio because our floating-rate loan portfolio companies may be unable to meet higher payment obligations.

MRCC SBIC is subject to SBA regulations.

Under current SBA regulations, a licensed SBIC can invest in entities that have a tangible net worth not exceeding $19.5 million and an average annual net income after U.S. federal income taxes (excluding any carryover losses) not exceeding $6.5 million for the two most recent fiscal years. In addition, a licensed SBIC must invest 25.0% of its capital in those entities that have a tangible net worth not exceeding $6.0 million and an average annual net income after U.S. federal income taxes (excluding any carryover losses) not exceeding $2.0 million for the two most recent fiscal years. The SBA regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged and are based on either the number of employees or the gross sales. The SBA regulations permit licensed SBICs to make long term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory services. The SBA also places certain limitations on the financing terms of investments by SBICs in portfolio companies and prohibits SBICs from providing funds for certain purposes or to businesses in certain prohibited industries. Further, the SBA regulations require that a licensed SBIC be periodically examined and audited by the SBA staff to determine its compliance with the

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relevant SBA regulations. Compliance with these SBA requirements may cause MRCC SBIC to forego attractive investment opportunities that are not permitted under the SBA regulations, and may cause MRCC SBIC to make investments it otherwise would not make in order to remain in compliance with these regulations.

Failure to comply with the SBA regulations could result in the loss of the SBIC license and the resulting inability to participate in the SBA debenture program. The SBA prohibits, without prior SBA approval, a “change of control” of an SBIC or transfers that would result in any person (or a group of persons acting in concert) owning 10.0% or more of a class of capital stock of a licensed SBIC. Current SBA regulations provide the SBA with certain rights and remedies if an SBIC violates their terms. Remedies for regulatory violations are graduated in severity depending on the seriousness of capital impairment or other regulatory violations. For minor regulatory infractions, the SBA issues a warning. For more serious infractions, the use of SBA debentures may be limited or prohibited, outstanding debentures can be declared to be immediately due and payable, restrictions on distributions and making new investments may be imposed and management fees may be required to be reduced. In severe cases, the SBA may require the removal of a general partner of an SBIC or its officers, directors, managers or partners, or the SBA may obtain appointment of a receiver for the SBIC.

SBA regulations limit the amount that may be borrowed from the SBA by an SBIC.

The SBA regulations currently limit the amount that is available to be borrowed by any SBIC and guaranteed by the SBA to 300.0% of an SBIC’s regulatory capital or $175.0 million (as amended June 21, 2018), whichever is less. For two or more SBICs under common control (commonly referred to as a “family of funds”), the maximum amount of outstanding SBA debentures cannot exceed $350.0 million (prior to December 18, 2015, this limitation was $225.0 million). If MRCC SBIC borrows the maximum amount from the SBA and thereafter requires additional capital, our cost of capital may increase, and there is no assurance that we will be able to obtain additional financing on acceptable terms.

Moreover, there can be no assurance that MRCC SBIC will continue to receive SBA debenture funding. Receipt of SBA debenture funding depends upon an SBIC’s continued compliance with SBA regulations and policies and the availability of funding. The amount of SBA debenture funding available to SBICs depends upon annual Congressional authorizations and in the future may be subject to annual Congressional appropriations. There can be no assurance that there will be sufficient SBA debenture funding available at the times desired by MRCC SBIC.

The debentures issued by the SBA to MRCC SBIC have a maturity of ten years and bear interest semi-annually at fixed rates. MRCC SBIC will need to generate sufficient cash flow to make required debt payments to the SBA. If MRCC SBIC is unable to generate such cash flow, the SBA, as a debt holder, will have a superior claim to our assets over our stockholders in the event it liquidates or the SBA exercises its remedies under such debentures as the result of a default by MRCC SBIC.

MRCC SBIC, as an SBIC, is limited in its ability to make distributions to us, which could result in us being unable to meet the minimum distribution requirements to maintain our ability to be subject to taxation as a RIC.

In order to maintain our ability to be subject to taxation as a RIC, we are required to distribute to our stockholders on an annual basis 90.0% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses. For this purpose, our taxable income includes the income of MRCC SBIC (and any other entities that are disregarded as separate from us for U.S. federal income tax purposes). MRCC SBIC’s ability to make distributions to us may be limited by the Small Business Investment Act of 1958, as amended, and the regulations promulgated thereunder. As a result, in order to maintain our ability to be subject to taxation as a RIC, we may be required to make distributions attributable to MRCC SBIC’s income without receiving any corresponding cash distributions from it with respect to such income. We can make no assurances that MRCC SBIC will be able to make, or not be limited in making, distributions to us. If we are unable to satisfy the annual distribution requirements, we may fail to maintain our ability to be subject to taxation as a RIC, which would result in the imposition of corporate-level U.S. federal income tax on our

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entire taxable income without regard to any distributions made by us. See “— We will be subject to corporate-level U.S. federal income tax if we are unable to qualify or maintain qualification as a RIC under Subchapter M of the Code.”

If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a business development company, which would have a material adverse effect on our business, financial condition and results of operations.

As a business development company, we may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets, as defined in Section 55(a) of the 1940 Act. See “Regulation — Qualifying Assets.” We believe that most of the investments that we may acquire in the future will constitute qualifying assets. However, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could violate the 1940 Act provisions applicable to business development companies. As a result of such violation, specific rules under the 1940 Act could prevent us, for example, from making follow-on investments in existing portfolio companies which could result in the dilution of our position or could require us to dispose of investments at inappropriate times in order to come into compliance with the 1940 Act. If we need to dispose of investments quickly, it could be difficult to dispose of such investments on favorable terms. We may not be able to find a buyer for such investments and, even if we do find a buyer, we may have to sell the investments at a substantial loss. Any such outcomes would have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Many of our portfolio investments are recorded at fair value as determined in good faith by our board of directors and, as a result, there may be uncertainty as to the value of our portfolio investments.

Under the 1940 Act, we are required to carry our portfolio investments at market value or if there is no readily available market value, at fair value as determined by our board of directors. Many of our portfolio investments may take the form of securities that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be readily determinable, and we value these securities at fair value as determined in good faith by our board of directors, including to reflect significant events affecting the value of our securities. As part of the valuation process, we may take into account the following types of factors, if relevant, in determining the fair value of our investments:

a comparison of the portfolio company’s securities to publicly traded securities;
the enterprise value of a portfolio company;
the nature and realizable value of any collateral;
the portfolio company’s ability to make payments and its earnings and discounted cash flow;
the markets in which the portfolio company does business; and
changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made in the future and other relevant factors.

We expect that most of our investments (other than cash and cash equivalents) will be classified as Level 3 in the fair value hierarchy and require disclosures about the level of disaggregation along with the inputs and valuation techniques we use to measure fair value. This means that our portfolio valuations are based on unobservable inputs and our own assumptions about how market participants would price the asset or liability in question. Inputs into the determination of fair value of our portfolio investments require significant management judgment or estimation. Even if observable market data is available, such information may be the result of consensus pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information. We employ the services of one or more independent service providers to conduct fair value appraisals of material investments for which market quotations are not readily available. These fair value appraisals for material investments are received at least once every calendar year for each portfolio company investment, but are

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generally received quarterly. The types of factors that the board of directors may take into account in determining the fair value of our investments generally include, as appropriate, comparison to publicly traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Due to this uncertainty in the value of our portfolio investments, a fair value determination may cause net asset value on a given date to materially understate or overstate the value that we may ultimately realize upon one or more of our investments. As a result, investors purchasing shares of our common stock based on an overstated net asset value would pay a higher price than the value of the investments might warrant. Conversely, investors selling shares during a period in which the net asset value understates the value of investments will receive a lower price for their shares than the value the investment portfolio might warrant.

We adjust quarterly the valuation of our portfolio to reflect the determination of our board of directors of the fair value of each investment in our portfolio. Any changes in fair value are recorded in our consolidated statements of operations as net change in unrealized gain (loss).

We may experience fluctuations in our quarterly operating results.

We could experience fluctuations in our quarterly operating results due to a number of factors, including our ability or inability to make investments in companies that meet our investment criteria, the interest rate payable to us on the debt securities we acquire, the default rate on such securities, the level of our expenses, including the cost of our indebtedness, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.

We and our portfolio companies are subject to regulation at the local, state and federal level. These laws and regulations, as well as their interpretation, may change from time to time, including as the result of interpretive guidance or other directives from the U.S. President and others in the executive branch, and new laws, regulations and interpretations may also come into effect, including those governing the types of investments we or our portfolio companies are permitted to make, any of which could have a material adverse effect on our business. In particular, on July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, became law. The scope of the Dodd-Frank Act impacts many aspects of the financial services industry, and it requires the development and adoption of many implementing regulations. The effects of Dodd-Frank on the financial services industry will depend, in large part, upon the extent to which regulators exercise the authority granted to them and the approaches taken in implementing regulations. President Trump and certain members of Congress have indicated that they will seek to amend or repeal portions of the Dodd-Frank Act, among other federal laws, which may create regulatory uncertainty in the near term, and in May 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act was enacted and eased financial regulations and reduced oversight for certain entities. While the impact of the Dodd-Frank Act, and recently-enacted federal tax reform legislation on us and our portfolio companies may not be known for an extended period of time, the Dodd-Frank Act and federal tax reform, including future rules implementing their provisions and the interpretation of those rules, along with other legislative and regulatory proposals directed at the financial services industry or affecting taxation that are proposed or pending in the U.S. Congress, may negatively impact the operations, cash flows or financial condition of us or our portfolio companies, impose additional costs on us or our portfolio companies, intensify the regulatory supervision of us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies. In addition, if we do not comply with applicable laws and regulations, we could lose any licenses that we then hold for the conduct of our business and may be subject to civil fines and criminal penalties.

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Additionally, changes to the laws and regulations governing our operations, including those associated with RICs, may cause us to alter our investment strategy in order to avail ourselves of new or different opportunities or result in the imposition of corporate-level taxes on us. Such changes could result in material differences to the strategies and plans set forth herein and may shift our investment focus from the areas of expertise of MC Advisors to other types of investments in which MC Advisors may have little or no expertise or experience. Any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment.

On May 24, 2018, President Trump signed into law the Economic Growth, Regulatory Relief, and Consumer Protection Act, which increased from $50 billion to $250 billion the asset threshold for designation of “systemically important financial institutions” or “SIFIs” subject to enhanced prudential standards set by the Federal Reserve Board, staggering application of this change based on the size and risk of the covered bank holding company. On May 30, 2018, the Federal Reserve Board voted to consider changes to the Volcker Rule that would loosen compliance requirements for all banks. The effect of this change and any further rules or regulations are and could be complex and far-reaching, and the change and any future laws or regulations or changes thereto could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business, financial condition and results of operations.

Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business, financial condition and results of operations.

Legislative or other actions relating to taxes could have a negative effect on us.

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. On December 22, 2017, the U.S. House of Representatives and U.S. Senate enacted the legislation known as the Tax Cuts and Jobs Act (the “2017 Tax Act”). The 2017 Tax Act was signed by the President on December 23, 2017. The 2017 Tax Act makes significant changes to the U.S. income tax rules applicable to both individuals and entities, including corporations. The 2017 Tax Act includes provisions that, among other things, reduce the U.S. corporate tax rate from 35 percent to 21 percent, introduce a capital investment deduction, limit the interest deduction, limit the use of net operating losses to offset future taxable income, repeal the corporate alternative minimum tax and make extensive changes to the U.S. international tax system. The 2017 Tax Act is complex and far-reaching, and we cannot predict the impact its enactment will have on us, our subsidiaries, our portfolio companies and the holders of our securities. While we do not foresee that the 2017 Tax Act or any additional tax legislation will have any impact on our ability to qualify for tax treatment as a RIC, we cannot predict with certainty how any changes in the tax laws, U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation might affect us, investors or our portfolio investments.

Uncertainty about presidential administration initiatives could negatively impact our business, financial condition and results of operations.

The current administration has called for significant changes to U.S. trade, healthcare, immigration, foreign and government regulatory policy. In this regard, there is significant uncertainty with respect to legislation, regulation and government policy at the federal level, as well as the state and local levels. Recent events have created a climate of heightened uncertainty and introduced new and difficult-to-quantify macroeconomic and political risks with potentially far-reaching implications. There has been a corresponding meaningful increase in the uncertainty surrounding interest rates, inflation, foreign exchange rates, trade volumes and fiscal and monetary policy. To the extent the U.S. Congress or the current administration implements changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, corporate taxes, healthcare, the U.S. regulatory environment, inflation and other areas. Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business, financial condition, operating results and

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cash flows. Until we know what policy changes are made and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.

Our board of directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse.

Our board of directors has the authority, except as otherwise prohibited by the 1940 Act, to modify or waive certain of our operating policies and strategies without prior notice and without stockholder approval. However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a business development company. Under Maryland law, we also cannot be dissolved without prior stockholder approval except by judicial action. We cannot predict the effect any changes to our current operating policies and strategies would have on our business, operating results and the price value of our common stock. Nevertheless, any such changes could adversely affect our business and impair our ability to make distributions.

MC Advisors can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.

MC Advisors has the right to resign under the Investment Advisory Agreement without penalty at any time upon 60 days’ written notice to us, whether we have found a replacement or not. If MC Advisors resigns, we may not be able to find a new investment advisor or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected and the market price of our securities may decline. In addition, the coordination of our internal management and investment activities is likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by MC Advisors and its affiliates. Even if we were able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our financial condition, business and results of operations.

MC Management can resign on 60 days’ notice from its role as our administrator under the Administration Agreement, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.

MC Management has the right to resign under the Administration Agreement without penalty upon 60 days’ written notice to us, whether we have found a replacement or not. If MC Management resigns, we may not be able to find a new administrator or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected and the market price of our shares may decline. In addition, the coordination of our internal management and administrative activities is likely to suffer if we are unable to identify and reach an agreement with a service provider or individuals with the expertise possessed by MC Management. Even if we were able to retain a comparable service provider or individuals to perform such services, whether internal or external, their integration into our business and lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our financial condition, business and results of operations.

Efforts to comply with the Sarbanes-Oxley Act involve significant expenditures, and non-compliance with the Sarbanes-Oxley Act may adversely affect us and the market price of our securities.

As a publicly traded company, we incur legal, accounting and other expenses, including costs associated with the periodic reporting requirements applicable to a company whose securities are registered under the Exchange Act, as well as additional corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and other rules implemented by the SEC.

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We are subject to the Sarbanes-Oxley Act, and the related rules and regulations promulgated by the SEC. Under current SEC rules, our management is required to report on its internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act and rules and regulations of the SEC thereunder. We are required to review on an annual basis our internal controls over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal controls over financial reporting. As a result, we expect to continue to incur associated expenses, which may negatively impact our financial performance and our ability to make distributions. This process also will result in a diversion of our management’s time and attention. We cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or the impact of the same on our operations and may not be able to ensure that the process is effective or that the internal controls are or will be effective in a timely manner. There can be no assurance that our quarterly reviews and annual audits will not identify additional material weaknesses. In the event that we are unable to maintain or achieve compliance with the Sarbanes-Oxley Act and related rules, our value and results of operations may be adversely affected. As a result, we expect to incur significant associated expenses, which may negatively impact our financial performance and our ability to make distributions.

The failure in cyber security systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning, could impair our ability to conduct business effectively.

The occurrence of a disaster such as a cyber-attack, a natural catastrophe, an industrial accident, a terrorist attack or war, events unanticipated in our disaster recovery systems, or a support failure from external providers, could have an adverse effect on our ability to conduct business and on our results of operations and financial condition, particularly if those events affect our computer-based data processing, transmission, storage, and retrieval systems or destroy data. If a significant number of Monroe Capital employees were unavailable in the event of a disaster, our ability to effectively conduct our business could be severely compromised.

We depend heavily upon computer systems to perform necessary business functions. Despite our implementation of a variety of security measures, our computer systems could be subject to cyber-attacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. Like other companies, we may experience threats to our data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations, which could result in damage to our reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss.

We may incur lender liability as a result of our lending activities.

In recent years, a number of judicial decisions have upheld the right of borrowers and others to sue lending institutions on the basis of various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is founded on the premise that a lender has either violated a duty, whether implied or contractual, of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or stockholders. We may be subject to allegations of lender liability, which could be time-consuming and expensive to defend and result in significant liability.

We may incur liability as a result of providing managerial assistance to our portfolio companies.

In the course of providing significant managerial assistance to certain portfolio companies, certain of our management and directors may serve as directors on the boards of such companies. To the extent that litigation arises out of investments in these companies, our management and directors may be named as defendants in such litigation, which could result in an expenditure of our funds, through our indemnification of such officers and directors, and the diversion of management time and resources.

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MC Advisors may not be able to achieve the same or similar returns as those achieved by our senior management and investment teams while they were employed at prior positions.

The track record and achievements of the senior investment professionals of Monroe Capital are not necessarily indicative of future results that will be achieved by MC Advisors. As a result, MC Advisors may not be able to achieve the same or similar returns as those achieved by the senior investment professionals of Monroe Capital.

Risks Related to Our Investments

Economic recessions or downturns could impair our portfolio companies and harm our operating results.

Many of our portfolio companies are susceptible to economic slowdowns or recessions and may be unable to repay our loans during these periods. Therefore, our non-performing assets are likely to increase and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions may decrease the value of collateral securing some of our loans and the value of our equity investments and could lead to financial losses in our portfolio and a corresponding decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing our investments and harm our operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, acceleration of its loans and foreclosure on its assets, which could trigger cross-defaults under other agreements and jeopardize our portfolio company’s ability to meet its obligations under the debt securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. It is possible that we could become subject to a lender liability claim, including as a result of actions taken if we or MC Advisors render significant managerial assistance to the borrower. Furthermore, if one of our portfolio companies were to file for bankruptcy protection, even though we may have structured our investment as senior secured debt, depending on the facts and circumstances, including the extent to which we or MC Advisors provided managerial assistance to that portfolio company or otherwise exercise control over it, a bankruptcy court might re-characterize our debt as a form of equity and subordinate all or a portion of our claim to claims of other creditors.

Market conditions have materially and adversely affected debt and equity capital markets in the United States and around the world.

In the past, the global capital markets experienced periods of disruption resulting in increasing spreads between the yields realized on riskier debt securities and those realized on securities perceived as being risk-free and a lack of liquidity in parts of the debt capital markets, significant write-offs in the financial services sector relating to subprime mortgages and the re-pricing of credit risk in the broadly syndicated market. These events, along with the deterioration of the housing market, illiquid market conditions, declining business and consumer confidence and the failure of major financial institutions in the United States, led to a general decline in economic conditions. This economic decline materially and adversely affected the broader financial and credit markets and reduced the availability of debt and equity capital for the market as a whole and to financial firms in particular. If such a period of disruption were to occur in the future, to the extent that we wish to use debt to fund our investments, the debt capital that will be available to us, if at all, may be at a higher cost, and on terms and conditions that may be less favorable, than what we expect, which could negatively affect our financial performance and results. A prolonged period of market illiquidity may cause us to reduce the volume of loans we originate and/or fund below historical levels and adversely affect the value of our portfolio investments, which could have a material and adverse effect on our business, financial condition, and results of operations. The spread between the yields realized on riskier debt securities and those realized on securities perceived as being risk-free has remained narrow on a relative basis recently. If these spreads were to widen or if there were deterioration of market conditions, these events could materially and adversely affect our business.

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Our investments in leveraged portfolio companies may be risky, and you could lose all or part of your investment.

Investment in leveraged companies involves a number of significant risks. Leveraged companies, including lower middle-market companies, in which we invest may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold. Such developments may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of our realizing any guarantees that we may have obtained in connection with our investment. In addition, our junior secured loans are generally subordinated to senior loans. As such, other creditors may rank senior to us in the event of an insolvency.

Our portfolio companies will likely consist primarily of lower middle-market, privately owned companies, which may present a greater risk of loss than loans to larger companies.

Our portfolio consists, and will most likely continue to consist, primarily of loans to lower middle-market, privately owned companies. Compared to larger, publicly traded firms, these companies generally have more limited access to capital and higher funding costs, may be in a weaker financial position and may need more capital to expand, compete and operate their business. In addition, many of these companies may be unable to obtain financing from public capital markets or from traditional sources, such as commercial banks. Accordingly, loans made to these types of borrowers may entail higher risks than loans made to companies that have larger businesses, greater financial resources or are otherwise able to access traditional credit sources on more attractive terms.

Investing in lower middle-market companies involves a number of significant risks, including that lower middle-market companies:

may have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;
are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;
typically have more limited access to the capital markets, which may hinder their ability to refinance borrowings;
will be unable to refinance or repay at maturity the unamortized loan balance as we structure our loans such that a significant balance remains due at maturity;
generally have less predictable operating results, may be particularly vulnerable to changes in customer preferences or market conditions, depend on one or a limited number of major customers;
may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and
generally have less publicly available information about their businesses, operations and financial condition. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and may lose all or part of our investment.

Any of these factors or changes thereto could impair a portfolio company’s financial condition, results of operation, cash flow or result in other adverse events, such as bankruptcy, any of which could limit a portfolio company’s ability to make scheduled payments on loans from us. This, in turn, may lead to their inability to make payments on outstanding borrowings, which could result in losses in our loan portfolio and a decrease in our net interest income and book value.

Loans may become nonperforming for a variety of reasons.

A nonperforming loan may require substantial debt work-out negotiations or restructuring that may entail a substantial reduction in the interest rate and/or a substantial write-down of the principal of such loan. Because of the unique and customized nature of a loan agreement and the private syndication of a loan,

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certain loans may not be purchased or sold as easily as publicly traded securities, and, historically, the trading volume in the loan market has been small relative to other markets. Loans may encounter trading delays due to their unique and customized nature, and transfers of interests in loans may require the consent of an agent or borrower.

The lack of liquidity in our investments may adversely affect our business.

All of our assets may be invested in illiquid securities, and a substantial portion of our investments in leveraged companies will be subject to legal and other restrictions on resale or will otherwise be less liquid than more broadly traded public securities. The illiquidity of these investments may make it difficult for us to sell such investments when desired. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded these investments. As a result, we do not expect to achieve liquidity in our investments in the near-term. However, to maintain the election to be regulated as a business development company and qualify as a RIC, we may have to dispose of investments if we do not satisfy one or more of the applicable criteria under the respective regulatory frameworks. We may also face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we or MC Advisors have material nonpublic information regarding such portfolio company.

Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our net asset value through increased net unrealized losses.

As a business development company, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by our board of directors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate our valuation. We record decreases in the market values or fair values of our investments as unrealized losses. Declines in prices and liquidity in the corporate debt markets may result in significant net unrealized losses on our portfolio. The effect of all of these factors on our portfolio may reduce our net asset value by increasing net unrealized losses on our portfolio. Depending on market conditions, we could incur substantial realized losses and may suffer additional unrealized losses in future periods, which could have a material adverse effect on our business, financial condition and results of operations.

Our portfolio companies may prepay loans, which prepayment may reduce stated yields if capital returned cannot be invested in transactions with equal or greater expected yields.

The loans underlying our portfolio may be callable at any time, and many of them can be repaid with no premium to par. It is generally not clear and highly unpredictable when or if any loan might be called. Whether a loan is called will depend both on the continued positive performance of the portfolio company and the existence of favorable financing market conditions that allow such company the ability to replace existing financing with less expensive capital. As market conditions change frequently, it is unknown when, and if, this may be possible for each portfolio company. Risks associated with owning loans include the fact that prepayments may occur at any time, sometimes without premium or penalty, and that the exercise of prepayment rights during periods of declining spreads could cause us to reinvest prepayment proceeds in lower-yielding instruments. In the case of some of these loans, having the loan called early may reduce our achievable yield if the capital returned cannot be invested in transactions with equal or greater expected yields.

Our portfolio may be exposed in part to one or more specific industries, which may subject us to a risk of significant loss in a particular investment or investments if there is a downturn in that particular industry.

Our portfolio may be exposed in part to one or more specific industries. A downturn in any particular industry in which we are invested could significantly impact the aggregate returns we realize. If an industry in which we have significant investments suffers from adverse business or economic conditions, as these industries have to varying degrees, a material portion of our investment portfolio could be affected adversely, which, in turn, could adversely affect our financial position and results of operations.

As of December 31, 2018, our investments in the High Tech Industries, Services: Business, and Banking, Finance, Insurance & Real Estate Industries represented approximately 16.9%, 10.4%, and 10.1%,

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respectively, of the fair value of our portfolio and are subject to certain risks particular to these industries. The laws and rules governing the business of companies in these industries and interpretations of those laws and rules are subject to frequent change and broad latitude is given to the agencies administering those regulations. Existing or future laws and rules could force our portfolio companies operating in these industries to change how they do business, restrict revenue, increase costs, change reserve levels and change business practices. Policy changes on the local, state and federal level, such as the expansion of the government’s role in these industries and changes to tax laws affecting these industries or real estate in particular, could fundamentally change the dynamics of these industries. In addition, various changes in real estate conditions, such as housing supply and demand, credit availability, the attractiveness of real estate investments and zoning and tax considerations, among other things, may impact our real estate related investments. We have invested and will continue investing in technology companies, many of which may have narrow product lines and small market shares, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as to general economic downturns. The revenues, income (or losses), and valuations of technology-related companies can and often do fluctuate suddenly and dramatically. In addition, technology-related markets are generally characterized by abrupt business cycles and intense competition, where the leading companies in any particular category may hold a highly concentrated percentage of the overall market share. Any of these factors could materially adversely affect the operations of a portfolio company in these industries and, in turn, impair our ability to timely collect principal and interest payments owed to us.

To the extent original issue discount and payment-in-kind interest constitute a portion of our income, we will be exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing such income.

Our investments include original issue discount, or OID, components and may include PIK interest or PIK dividend components. For the year ended December 31, 2018, PIK interest and PIK dividends comprised approximately 3.9% and 1.4% of our investment income, respectively. To the extent original issue discount constitutes a portion of our income, we are exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash, including the following:

We must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any OID or other amounts accrued will be included in investment company taxable income for the year of the accrual, we may be required to make a distribution to our stockholders in order to satisfy our annual distribution requirements, even though we will not have received any corresponding cash amount. As a result, we may have to sell some of our investments at times or at prices that would not be advantageous to us, raise additional debt or equity capital or forgo new investment opportunities.
The higher yield of OID instruments reflect the payment deferral and credit risk associated with these instruments.
Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at the maturity of the obligation.
OID instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of the collateral.
OID instruments generally represent a significantly higher credit risk than coupon loans.
OID income received by us may create uncertainty about the source of our cash distributions to stockholders. For accounting purposes, any cash distributions to stockholders representing OID or market discount income are not treated as coming from paid-in capital, even though the cash to pay them comes from the offering proceeds. Thus, although a distribution of OID or market discount interest comes from the cash invested by the stockholders, Section 19(a) of the 1940 Act does not require that stockholders be given notice of this fact by reporting it as a return of capital.

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The deferral of PIK interest has a negative impact on liquidity, as it represents non-cash income that may require distribution of cash dividends to stockholders in order to maintain our RIC status. In addition, the deferral of PIK interest also increases the loan-to-value (“LTV”) ratio at a compounding rate, thus, increasing the risk that we will absorb a loss in the event of foreclosure.
OID and market discount instruments create the risk of non-refundable incentive fee payments to MC Advisors based on non-cash accruals that we may not ultimately realize.

We have not yet identified the portfolio company investments we will acquire using the proceeds of an offering.

We have not yet identified potential investments for our portfolio that we may acquire with the proceeds of an offering. Privately negotiated investments in illiquid securities or private middle-market companies require substantial due diligence and structuring, and we cannot assure you that we will achieve our anticipated investment pace. You will be unable to evaluate any future portfolio company investments prior to purchasing our securities. Additionally, MC Advisors will select our investments subsequent to the closing of an offering, and our stockholders will have no input with respect to such investment decisions. These factors increase the uncertainty, and thus the risk, of investing in our securities.

Pending investment in portfolio companies, we will invest the net proceeds of offerings in cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less from the date of investment. We expect these temporary investments to earn yields substantially lower than the income that we expect to receive in respect of investments. As a result, any distributions we make during this period may be substantially smaller than the distributions that we would expect to pay when our portfolio is fully invested.

We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited by the 1940 Act with respect to the proportion of our assets that may be invested in securities of a single issuer.

We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. Our portfolio is and may in the future be concentrated in a limited number of portfolio companies and industries. Beyond the asset diversification requirements associated with our qualification as a RIC under the Code, we do not have fixed guidelines for diversification. Although we are classified as a non-diversified investment company within the meaning of the 1940 Act, we maintain the flexibility to operate as a diversified investment company and have done so for an extended period of time. To the extent that we operate as a non-diversified investment company in the future, we may be subject to greater risk. To the extent that we assume large positions in the securities of a small number of issuers, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. As a result, the aggregate returns we realize may be significantly adversely affected if a small number of investments perform poorly or if we need to write down the value of any one investment. Additionally, while we are not targeting any specific industries, our investments may be concentrated in relatively few industries. As a result, a downturn in any particular industry in which we are invested could also significantly impact the aggregate returns we realize.

We may hold the debt securities of leveraged companies that may, due to the significant volatility of such companies, enter into bankruptcy proceedings.

Leveraged companies may experience bankruptcy or similar financial distress. The bankruptcy process has a number of significant inherent risks. Many events in a bankruptcy proceeding are the product of contested matters and adversary proceedings and are beyond the control of the creditors. A bankruptcy filing by a portfolio company may adversely and permanently affect the portfolio company. If the proceeding is converted to a liquidation, the value of the issuer may not equal the liquidation value that was believed to exist at the time of the investment. The duration of a bankruptcy proceeding is also difficult to predict, and a creditor’s return on investment can be adversely affected by delays until the plan of reorganization or liquidation ultimately becomes effective. The administrative costs in connection with a bankruptcy proceeding

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are frequently high and would be paid out of the debtor’s estate prior to any return to creditors. Because the standards for classification of claims under bankruptcy law are vague, our influence with respect to the class of securities or other obligations we own may be lost by increases in the number and amount of claims in the same class or by different classification and treatment. In the early stages of the bankruptcy process, it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made. In addition, certain claims that have priority by law (for example, claims for taxes) may be substantial.

Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.

Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in seeking to:

increase or maintain in whole or in part our position as a creditor or equity ownership percentage in a portfolio company;
exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or
preserve or enhance the value of our investment.

We have discretion to make follow-on investments, subject to the availability of capital resources and the provisions of the 1940 Act. Failure on our part to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our level of risk, because we prefer other opportunities or because we are inhibited by compliance with business development company requirements or the desire to maintain our RIC status. Our ability to make follow-on investments may also be limited by MC Advisors’ allocation policy.

Because we do not hold controlling equity interests in the majority of our portfolio companies, we may not be able to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies, which could decrease the value of our investments.

Although we may do so in the future, we do not currently hold controlling equity positions in the majority of our portfolio companies. Our debt investments may provide limited control features such as restrictions, for example, on the ability of a portfolio company to assume additional debt, or to use the proceeds of our investment for other than certain specified purposes. “Control” under the 1940 Act is presumed at more than 25% equity ownership, and may also be present at lower ownership levels where we provide managerial assistance. When we do not acquire a controlling equity position in a portfolio company, we may be subject to the risk that a portfolio company may make business decisions with which we disagree, and that the management and/or stockholders of a portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity of the debt and equity investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company and may therefore suffer a decrease in the value of our investments.

Defaults by our portfolio companies will harm our operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its assets. This could trigger cross-defaults under other agreements and jeopardize such portfolio company’s ability to meet its obligations under the debt or equity securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company.

In addition, many of our investments will likely have a principal amount outstanding at maturity, which could result in a substantial loss to us if the borrower is unable to refinance or repay.

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Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.

We generally seek to invest capital in senior secured, unitranche secured and junior secured loans and, to a lesser extent, unsecured subordinated debt and equity. The portfolio companies in which we invest usually have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in which we invest. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the debt securities in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying senior creditors, the portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt securities in which we invest, we would have to share any distributions on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

Additionally, certain loans that we make to portfolio companies may be secured on a second-priority basis by the same collateral securing senior secured debt of such companies. The first-priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of obligations secured by first-priority liens on the collateral will generally control the liquidation of, and be entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second-priority liens after payment in full of all obligations secured by the first-priority liens on the collateral. If such proceeds were not sufficient to repay amounts outstanding under the loan obligations secured by the second-priority liens, then, to the extent not repaid from the proceeds of the sale of the collateral, we will only have an unsecured claim against the portfolio company’s remaining assets, if any.

The rights we may have with respect to the collateral securing the loans we make to our portfolio companies with senior debt outstanding may also be limited pursuant to the terms of one or more intercreditor agreements that we enter into with the holders of such senior debt, including in unitranche secured transactions. Under a typical intercreditor agreement, at any time that obligations that have the benefit of the first-priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first-priority liens:

the ability to cause the commencement of enforcement proceedings against the collateral;
the ability to control the conduct of such proceedings;
the approval of amendments to collateral documents;
releases of liens on the collateral; and
waivers of past defaults under collateral documents.

We may not have the ability to control or direct such actions, even if our rights are adversely affected. In addition, a bankruptcy court may choose not to enforce an intercreditor agreement or other agreement with creditors.

We may also make unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateral of such companies. Liens on such portfolio companies’ collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured loan agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of

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such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment in full of all secured loan obligations. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any.

We may also make subordinated investments that rank below other obligations of the obligor in right of payment. Subordinated investments are generally more volatile than secured loans and are subject to greater risk of default than senior obligations as a result of adverse changes in the financial condition of the obligor or in general economic conditions. If we make a subordinated investment in a portfolio company, the portfolio company may be highly leveraged, and its relatively high LTV ratio may create increased risks that its operations might not generate sufficient cash flow to service all of its debt obligations.

We may be subject to risks associated with syndicated loans.

From time to time, our investments may consist of syndicated loans. Under the documentation for such loans, a financial institution or other entity typically is designated as the administrative agent and/or collateral agent. This agent is granted a lien on any collateral on behalf of the other lenders and distributes payments on the indebtedness as they are received. The agent is the party responsible for administering and enforcing the loan and generally may take actions only in accordance with the instructions of a majority or two-thirds in commitments and/or principal amount of the associated indebtedness. In most cases, we do not expect to hold a sufficient amount of the indebtedness to be able to compel any actions by the agent. Accordingly, we may be precluded from directing such actions unless we act together with other holders of the indebtedness. If we are unable to direct such actions, we cannot assure you that the actions taken will be in our best interests.

There is a risk that a loan agent may become bankrupt or insolvent. Such an event would delay, and possibly impair, any enforcement actions undertaken by holders of the associated indebtedness, including attempts to realize upon the collateral securing the associated indebtedness and/or direct the agent to take actions against the related obligor or the collateral securing the associated indebtedness and actions to realize on proceeds of payments made by obligors that are in the possession or control of any other financial institution. In addition, we may be unable to remove the agent in circumstances in which removal would be in our best interests. Moreover, agented loans typically allow for the agent to resign with certain advance notice.

The disposition of our investments may result in contingent liabilities.

A significant portion of our investments involve private securities. In connection with the disposition of an investment in private securities, we may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to potential liabilities. These arrangements may result in contingent liabilities that ultimately result in funding obligations that we must satisfy through our return of distributions previously made to us.

Investments in securities of foreign companies, if any, may involve significant risks in addition to the risks inherent in U.S. investments.

We may make investments in securities of foreign companies. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies, including changes in exchange control regulations, political and social instability, expropriation and imposition of foreign taxes. In addition, any investments that we make that are denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Factors such as trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments may affect currency values. We may employ hedging techniques to minimize these risks, but we cannot assure you that we will, in fact, hedge currency risk, or, that if we do, such strategies will be effective.

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We may be subject to additional risks if we engage in hedging transactions and/or invest in foreign securities.

The 1940 Act generally requires that 70% of our investments be in issuers each of whom, in addition to other requirements, is organized under the laws of, and has its principal place of business in, any state of the United States, the District of Columbia, Puerto Rico, the Virgin Islands or any other possession of the United States. Our investment strategy does not contemplate a significant number of investments in securities of non-U.S. companies. We expect that these investments would focus on the same investments that we intend to make in U.S. middle-market companies and, accordingly, would be complementary to our overall strategy and enhance the diversity of our holdings.

To the extent that these investments are denominated in a foreign currency, we may engage in hedging transactions. Engaging in either hedging transactions or investing in foreign securities would entail additional risks to our stockholders. We may, for example, use instruments such as interest rate swaps, caps, collars and floors, forward contracts or currency options or borrow under a revolving credit facility in foreign currencies to minimize our foreign currency exposure. In each such case, we generally would seek to hedge against fluctuations of the relative values of our portfolio positions from changes in market interest rates or currency exchange rates. Hedging against a decline in the values of our portfolio positions would not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of the positions declined. However, such hedging could establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions could also limit the opportunity for gain if the values of the underlying portfolio positions increased. Moreover, it might not be possible to hedge against an exchange rate or interest rate fluctuation that was so generally anticipated that we would not be able to enter into a hedging transaction at an acceptable price. Our ability to engage in hedging transactions may also be adversely affected by recent rules adopted by the U.S. Commodity Futures Trading Commission.

While we may enter into such transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates could result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged could vary. Moreover, for a variety of reasons, we might not seek to establish a perfect correlation between the hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation could prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it might not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities would likely fluctuate as a result of factors not related to currency fluctuations.

We may not realize gains from our equity investments.

We currently hold and we may in the future make investments that include warrants or other equity or equity-related securities. In addition, we may from time to time make non-control, equity co-investments in companies in conjunction with private equity sponsors. Our goal is ultimately to realize gains upon our disposition of such equity interests.

However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. We also may be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests. We often seek puts or similar rights to give us the right to sell our equity securities back to the portfolio company issuer. We may be unable to exercise these put rights for the consideration provided in our investment documents if the issuer is in financial distress.

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Risks Relating to Offerings Pursuant to this Prospectus

Investing in our securities may involve an above-average degree of risk.

The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a higher risk of volatility or loss of principal. Our investments in portfolio companies may be highly speculative and aggressive and, therefore, an investment in our securities may not be suitable for someone with lower risk tolerance.

Shares of closed-end investment companies, including business development companies, often trade at a discount to their net asset value.

Shares of closed-end investment companies, including business development companies, may trade at a discount from net asset value. This characteristic of closed-end investment companies and business development companies is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our common stock will trade at, above or below net asset value.

Investors in our equity securities may not receive distributions or our distributions may not grow over time and a portion of our distributions may be a return of capital.

We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this prospectus. For example, due to the asset coverage test applicable to us under the 1940 Act as a business development company, we may be limited in our ability to make distributions. To the extent that we make distributions to stockholders that include a return of capital, that portion of the distribution essentially constitutes a return of the stockholders’ investment. Although such return of capital may not be taxable, such distribution may decrease the investor’s basis in our common stock and increase an investor’s tax liability for capital gains upon the future sale of the stock.

If we sell common stock at a discount to our net asset value per share, stockholders who do not participate in such sale will experience immediate dilution in an amount that may be material.

The issuance or sale by us of shares of our common stock at a price per share, after offering expenses and commission, that is a discount to net asset value poses a risk of dilution to our stockholders. In particular, stockholders who do not purchase additional shares at or below the discounted price in proportion to their current ownership will experience an immediate decrease in net asset value per share (as well as in the aggregate net asset value of their shares if they do not participate at all). These stockholders will also experience a disproportionately greater decrease in their participation in our earnings and assets and their voting power than the increase we experience in our assets, potential earning power and voting interests from such issuance or sale. In addition, such sales may adversely affect the price at which our common stock trades.

We may not be able to pay distributions, our distributions may not grow over time and/or a portion of our distributions may be a return of capital.

We have paid and intend to continue to pay distributions to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to sustain a specified level of cash distributions or make periodic increases in cash distributions. Our ability to pay distributions might be adversely affected by, among other things, the impact of one or more of the risk factors described in this prospectus. In addition, the inability to satisfy the asset coverage test applicable to us as a business development company could limit our ability to pay distributions. All distributions will be paid at the discretion of our board of directors and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applicable business development company regulations and such other factors as our board of directors may deem relevant from time to time. We cannot assure you that we will continue to pay distributions to our stockholders.

When we make distributions, we will be required to determine the extent to which such distributions are paid out of current or accumulated earnings and profits. Distributions in excess of current and accumulated

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earnings and profits will be treated as a non-taxable return of capital to the extent of an investor’s basis in our stock and, assuming that an investor holds our stock as a capital asset, thereafter as a capital gain.

We may choose to pay a portion of our dividends in our own stock, in which case you may be required to pay tax in excess of the cash you receive.

We have adopted a dividend reinvestment plan that provides for reinvestment of our dividends and other distributions on behalf of our stockholders, unless a stockholder elects to receive cash pursuant to such plan. See “Dividend Reinvestment Plan.” We may distribute taxable dividends that are payable in part in our stock. Taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income (or as long-term capital gain or qualified dividend income to the extent such distribution is properly reported as such) to the extent of our current and accumulated earnings and profits for federal income tax purposes. The tax rate for ordinary income will vary depending on a stockholder’s particular characteristics. For individuals, the top marginal federal ordinary income tax rate is 37%. To the extent distributions paid by us to non-corporate stockholders (including individuals) are attributable to dividends from U.S. corporations and certain qualified foreign corporations, such distributions generally will be eligible for a maximum qualified dividend federal tax rate of 20%. However, in this regard, it is anticipated that distributions paid by us will generally not be attributable to such dividends and, therefore, generally will not qualify for the preferential federal tax rate. Distributions of our net capital gains (which is generally our realized net long-term capital gains in excess of realized net short-term capital losses) properly reported by us as “capital gain dividends” will be taxable to a U.S. stockholder as long-term capital gains currently at a maximum federal tax rate of 20%. See “Material U.S. Federal Income Tax Considerations” for a more detailed discussion.

As a result of receiving dividends in the form of our common stock, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold federal tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in shares of our common stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of shares of our common stock.

In addition, as discussed above, our loans may contain a PIK interest provision. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and recorded as interest income. To avoid the imposition of corporate-level tax, we will need to make sufficient distributions, a portion of which may be paid in shares of our common stock, regardless of whether our recognition of income is accompanied by a corresponding receipt of cash.

Provisions of the Maryland General Corporation Law and our charter and bylaws could deter takeover attempts and have an adverse effect on the price of our common stock.

The Maryland General Corporation Law and our charter and bylaws contain provisions that may discourage, delay or make more difficult a change in control of us or the removal of our directors. See “Description of Our Capital Stock — Certain Provisions of the Maryland General Corporation Law and Our Charter and Bylaws.” We are subject to the Maryland Business Combination Act, subject to any applicable requirements of the 1940 Act. Our board of directors has adopted a resolution exempting from the Maryland Business Combination Act any business combination between us and any other person, subject to prior approval of such business combination by our board of directors, including approval by a majority of our independent directors. If the resolution exempting business combinations is repealed or our board of directors does not approve a business combination, the Maryland Business Combination Act may discourage third parties from trying to acquire control of us and increase the difficulty of consummating such an offer.

The SEC staff has taken the position that, under the 1940 Act, an investment company may not avail itself of the Maryland Control Share Acquisition Act. As a result, we will amend our bylaws to be subject to the Maryland Control Share Acquisition Act only if the board of directors determines that it would be in our

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best interests and, after notification, the SEC staff does not object to our determination that our being subject to the Maryland Control Share Acquisition Act does not conflict with the 1940 Act. If such conditions are met, and we amend our bylaws to repeal the exemption from the Maryland Control Share Acquisition Act, the Maryland Control Share Acquisition Act also may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating such a transaction.

We have adopted certain measures that may make it difficult for a third-party to obtain control of us, including provisions of our charter classifying our board of directors in three staggered terms and authorizing our board of directors to classify or reclassify shares of our capital stock in one or more classes or series and to cause the issuance of additional shares of our stock. These provisions, as well as other provisions of our charter and bylaws, may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders.

The market price of our securities may fluctuate significantly.

The market price and liquidity of the market for our securities may be higher or lower than the price you pay and may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

significant volatility in the market price and trading volume of securities of business development companies or other companies in our sector, which is not necessarily related to the operating performance of these companies;
changes in regulatory policies or tax guidelines, particularly with respect to RICs or business development companies;
loss of RIC or business development company status;
the ability of MRCC SBIC, or any other SBIC subsidiary we may form, to obtain and maintain an SBIC license;
changes or perceived changes in earnings or variations in operating results;
changes or perceived changes in the value of our portfolio of investments;
changes in accounting guidelines governing valuation of our investments;
any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;
departure of MC Advisors’ key personnel;
operating performance of companies comparable to us;
general economic trends and other external factors; and
loss of a major funding source.

We may allocate the net proceeds from our offerings in ways with which you may disagree.

We will have significant flexibility in investing the proceeds of offerings pursuant to this prospectus and may use the proceeds from such offerings in ways with which you may disagree or for purposes other than those contemplated at the time of the offering. We will also pay operating expenses, and may pay other expenses such as due diligence expenses of potential new investments, from net proceeds.

Our stockholders will experience dilution in their ownership percentage if they do not participate in our dividend reinvestment plan.

All dividends declared in cash payable to stockholders that are participants in our dividend reinvestment plan are automatically reinvested in shares of our common stock. As a result, our stockholders that do not participate in our dividend reinvestment plan will experience dilution in their ownership percentage of our common stock over time.

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Holders of any preferred stock that we may issue will have the right to elect members of the board of directors and have class voting rights on certain matters.

The 1940 Act requires that holders of shares of preferred stock must be entitled as a class to elect two directors at all times and to elect a majority of the directors if dividends on such preferred stock are in arrears by two years or more, until such arrearage is eliminated. In addition, certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock, including changes in fundamental investment restrictions and conversion to open-end status and, accordingly, preferred stockholders could veto any such changes. Restrictions imposed on the declarations and payment of dividends or other distributions to the holders of our common stock and preferred stock, both by the 1940 Act and by requirements imposed by rating agencies, might impair our ability to maintain our qualification as a RIC for U.S. federal income tax purposes.

Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering. In addition, if the subscription price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of your shares.

In the event we issue subscription rights, stockholders who do not fully exercise their subscription rights should expect that they will, at the completion of a rights offering pursuant to this prospectus, own a smaller proportional interest in us than would otherwise be the case if they fully exercised their rights. We cannot state precisely the amount of any such dilution in share ownership because we do not know at this time what proportion of the shares will be purchased as a result of such rights offering.

In addition, if the subscription price is less than the net asset value per share of our common stock, then our stockholders would experience an immediate dilution of the aggregate net asset value of their shares as a result of the offering. The amount of any decrease in net asset value is not predictable because it is not known at this time what the subscription price and net asset value per share will be on the expiration date of a rights offering or what proportion of the shares will be purchased as a result of such rights offering. Such dilution could be substantial.

These dilutive effects may be exacerbated if we were to conduct multiple subscription rights offerings, particularly if such offerings were to occur over a short period of time. In addition, subscription rights offerings and the prospect of future subscription rights offerings may create downward pressure on the secondary market price of our common stock due to the potential for the issuance of shares at a price below our net asset value, without a corresponding change to our net asset value.

If we issue preferred stock, debt securities or convertible debt securities, the net asset value and market value of our common stock may become more volatile.

We cannot assure you that the issuance of preferred stock and/or debt securities would result in a higher yield or return to the holders of our common stock. The issuance of preferred stock, debt securities or convertible debt would likely cause the net asset value and market value of our common stock to become more volatile. If the dividend rate on the preferred stock, or the interest rate on the debt securities, were to approach the net rate of return on our investment portfolio, the benefit of leverage to the holders of our common stock would be reduced. If the dividend rate on the preferred stock, or the interest rate on the debt securities, were to exceed the net rate of return on our portfolio, the use of leverage would result in a lower rate of return to the holders of common stock than if we had not issued the preferred stock or debt securities. Any decline in the net asset value of our investment would be borne entirely by the holders of our common stock. Therefore, if the market value of our portfolio were to decline, the leverage would result in a greater decrease in net asset value to the holders of our common stock than if we were not leveraged through the issuance of preferred stock. This decline in net asset value would also tend to cause a greater decline in the market price for our common stock.

There is also a risk that, in the event of a sharp decline in the value of our net assets, we would be in danger of failing to maintain required asset coverage ratios which may be required by the preferred stock, debt securities, convertible debt or units or of a downgrade in the ratings of the preferred stock, debt securities, convertible debt or units or our current investment income might not be sufficient to meet the dividend requirements on the preferred stock or the interest payments on the debt securities. In order to

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counteract such an event, we might need to liquidate investments in order to fund redemption of some or all of the preferred stock, debt securities or convertible debt. In addition, we would pay (and the holders of our common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred stock, debt securities, convertible debt or any combination of these securities. Holders of preferred stock, debt securities or convertible debt may have different interests than holders of common stock and may at times have disproportionate influence over our affairs.

The trading market or market value of our publicly issued debt securities may fluctuate.

If we issue publicly issued debt securities, they may or may not have an established trading market. We cannot assure you that a trading market for our publicly issued debt securities will ever develop or be maintained if developed. In addition to our creditworthiness, many factors may materially adversely affect the trading market for, and market value of, our publicly issued debt securities. These factors include, but are not limited to, the following:

the time remaining to the maturity of these debt securities;
the outstanding principal amount of debt securities with terms identical to these debt securities;
the ratings assigned by national statistical ratings agencies;
the general economic environment;
the supply of debt securities trading in the secondary market, if any;
the redemption or repayment features, if any, of these debt securities;
the level, direction and volatility of market interest rates generally; and
market rates of interest higher or lower than rates borne by the debt securities.

You should also be aware that there may be a limited number of buyers when you decide to sell your debt securities. This too may materially adversely affect the market value of the debt securities or the trading market for the debt securities.

Terms relating to redemption may materially adversely affect your return on any debt securities that we may issue.

If your debt securities are redeemable at our option, we may choose to redeem your debt securities at times when prevailing interest rates are lower than the interest rate paid on your debt securities. In addition, if your debt securities are subject to mandatory redemption, we may also be required to redeem your debt securities at times when prevailing interest rates are lower than the interest rate paid on your debt securities. In this circumstance, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as your debt securities being redeemed.

Our credit ratings, if any, may not reflect all risks of an investment in our debt securities or any convertible debt securities.

Our credit ratings, if any, will be an assessment by third parties of our ability to pay our obligations. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of any publicly issued debt securities. Our credit ratings, however, may not reflect the potential impact of risks related to market conditions generally or other factors discussed herein about the market value of, or trading market for, any publicly issued debt securities.

Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.

As of December 31, 2018, we had 20,444,564 shares of common stock outstanding. Sales of substantial amounts of our common stock, or the availability of such common stock for sale, could adversely affect the prevailing market prices for our common stock. If this occurs and continues, it could impair our ability to raise additional capital through the sale of securities should we desire to do so.

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The issuance of subscription rights, warrants or convertible debt that are exchangeable for our common stock, will cause the interests of our common stockholders in us to be diluted as a result of any such rights, warrants or convertible debt offering.

Stockholders who do not fully exercise rights, warrants or convertible debt issued to them in any offering of subscription rights, warrants or convertible debt to purchase our common stock should expect that they will, at the completion of the offering, own a smaller proportional interest in us than would otherwise be the case if they fully exercised their rights, warrants or convertible debt. We cannot state precisely the amount of any such dilution in share ownership because we do not know what proportion of the common stock would be purchased as a result of any such offering.

In addition, if the subscription price, warrant price or convertible debt price is less than our net asset value per share of common stock at the time of such offering, then our stockholders would experience an immediate dilution of the aggregate net asset value of their shares as a result of the offering. The amount of any such decrease in net asset value is not predictable because it is not known at this time what the subscription price, warrant price, convertible debt price or net asset value per share will be on the expiration date of such offering or what proportion of our common stock will be purchased as a result of any such offering. The risk of dilution is greater if there are multiple rights offerings. However, our board of directors will make a good faith determination that any offering of subscription rights, warrants or convertible debt would result in a net benefit to existing stockholders.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including:

our dependence on key personnel;
our ability to maintain or develop referral relationships;
the ability of MC Advisors to identify, invest in and monitor companies that meet our investment criteria;
actual and potential conflicts of interest with MC Advisors and its affiliates;
possession of material nonpublic information;
potential divergent interests of MC Advisors and our stockholders arising from our incentive fee structure;
restrictions on affiliate transactions;
competition for investment opportunities;
our ability to maintain our qualification as a RIC and as a business development company;
the impact of a protracted decline in the liquidity of credit markets on our business and portfolio investments;
the adequacy of our financing sources;
the timing, form and amount of any payments, dividends or other distributions from our portfolio companies;
our use of leverage;
changes in interest rates;
SBA regulations affecting MRCC SBIC or any other wholly-owned SBIC subsidiary;
uncertain valuations of our portfolio investments;
fluctuations in our quarterly operating results;
our ability to issue securities at a discount to net asset value per share;
changes in laws or regulations applicable to us or our portfolio companies; and
general economic and political conditions and their impact on the industries in which we invest.

We have based the forward-looking statements included in this prospectus on information available to us on the date of this prospectus. Actual results could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus. However, we will update this prospectus to reflect any material changes to the information contained herein.

You should understand that, under Sections 27A(b)(2)(B) of the Securities Act and Section 21E(b)(2)(B) of the Exchange Act, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with any offering of securities pursuant to this prospectus or in periodic reports we file under the Exchange Act.

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USE OF PROCEEDS

Unless otherwise specified in a prospectus supplement, we intend to use all or substantially all of the net proceeds from the sale of our securities to invest in portfolio companies directly in accordance with our investment objective and strategies and for general corporate purposes. We will also pay operating expenses, including management and administrative fees, and may pay other expenses from the net proceeds of any offering of our securities.

We anticipate that we will use substantially all of the net proceeds of an offering for the above purposes within approximately six months after the completion of any offering of our securities, depending on the availability of appropriate investment opportunities consistent with our investment objective and market conditions. It may take more or less time for us to identify, negotiate and enter into investments and fully deploy any proceeds we raise, and we cannot assure you that we will achieve our targeted investment pace.

Until such appropriate investment opportunities can be found, we will invest the net proceeds of any offering of our securities primarily in cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less from the date of investment. These temporary investments may have lower yields than our other investments and, accordingly, may result in lower distributions, if any, during such period. Our ability to achieve our investment objective may be limited to the extent that the net proceeds from an offering, pending full investment, are held in lower yielding interest-bearing deposits or other short-term instruments. See “Regulation — Temporary Investments” for additional information about temporary investments we may make while waiting to make longer-term investments in pursuit of our investment objective.

The prospectus supplement to this prospectus relating to an offering will more fully identify the use of the proceeds from such offering.

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PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

Our common stock began trading on The Nasdaq Global Market under the ticker symbol “MRCC” on October 25, 2012. Prior to that date, there was no established trading market for our common stock. Our common stock is now traded on the Nasdaq Global Select Market. Our common stock has historically traded both above and below net asset value (“NAV”).

The following table sets forth the high and low closing sales prices of our common stock, the closing sales price as a percentage of our NAV and the distributions declared by us since January 1, 2017.

           
  NAV(1)   Closing Sales Price   Premium
(Discount) of
High Sales
Price to
NAV(2)
  Premium
(Discount) of
Low Sales
Price to
NAV(2)
  Declared
Distributions(3)
     High   Low
Year ending December 31, 2019
                                                     
First Quarter (through
March 27, 2019)
    (4)    $ 13.25     $ 9.58       (4)      (4)    $ 0.35 (5) 
Year ending December 31, 2018
                                                     
Fourth Quarter   $ 12.66     $ 13.56     $ 9.16       7.1 %      (27.6 )%    $ 0.35 (6) 
Third Quarter   $ 12.95     $ 14.00     $ 13.22       8.1 %      2.1 %    $ 0.35 (6) 
Second Quarter   $ 13.35     $ 14.52     $ 12.31       8.8 %      (7.8 )%    $ 0.35 (6) 
First Quarter   $ 13.49     $ 14.28     $ 12.20       5.9 %      (9.6 )%    $ 0.35 (6) 
Year ending December 31, 2017
                                                     
Fourth Quarter   $ 13.77     $ 14.70     $ 13.75       6.8 %      (0.1 )%    $ 0.35 (7) 
Third Quarter   $ 14.01     $ 15.22     $ 13.50       8.6 %      (3.6 )%    $ 0.35 (7) 
Second Quarter   $ 14.05     $ 16.14     $ 14.92       14.9 %      6.2 %    $ 0.35 (7) 
First Quarter   $ 14.34     $ 16.09     $ 15.18       12.2 %      5.9 %    $ 0.35 (7) 

(1) NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period.
(2) Calculated by taking the respective high or low closing sales price divided by the quarter end NAV and subtracting 1.
(3) Represents the distribution declared in the specified quarter. We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, stockholders’ cash distributions 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 distributions. See “Dividend Reinvestment Plan.”
(4) NAV calculation is not yet available.
(5) Our management monitors available taxable earnings, including net investment income and realized capital gains, to determine if a tax return of capital may occur for the year. To the extent that our taxable earnings fall below the total amount of our distributions for that fiscal year, a portion of those distributions may be deemed a tax return of capital to our stockholders. The tax character of distributions will be determined at the end of the fiscal year.
(6) There was no return of capital for tax purposes for the year ended December 31, 2018.
(7) There was no return of capital for tax purposes for the year ended December 31, 2017.

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To the extent we have income available, we intend to make quarterly distributions to our stockholders. Our quarterly distributions, if any, are determined by our board of directors. Any distributions to our stockholders are declared out of assets legally available for distribution.

We elected to be treated as a RIC under the Code beginning with our taxable year ending December 31, 2012, have qualified in each taxable year since, and intend to qualify annually hereafter. To obtain and maintain RIC tax treatment, we must distribute at least 90% of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses, if any. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute during each calendar year an amount at least equal to the sum of: (a) 98% of our net ordinary income for such calendar year; (b) 98.2% of our net capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year; and (c) any net ordinary income and net capital gains for preceding years that were not distributed during such years and on which we previously paid no U.S. federal income tax.

We currently intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain such capital gains for investment and elect to treat such gains as deemed distributions to you. If this happens, you will be treated for U.S. federal income tax purposes as if you had received an actual distribution of the capital gains that we retain and reinvested the net after tax proceeds in us. In this situation, you would be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to your allocable share of the tax we paid on the capital gains deemed distributed to you. See “Material U.S. Federal Income Tax Considerations.” We cannot assure you that we will achieve results that will permit us to continue to pay any cash distributions, and if we issue senior securities, we will be prohibited from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if such distributions are limited by the terms of any of our borrowings.

Our management monitors available taxable earnings, including net investment income and realized capital gains, to determine if a tax return of capital may occur for the year. To the extent that our taxable earnings fall below the total amount of our distributions for that fiscal year, a portion of those distributions may be deemed a tax return of capital to our stockholders. The tax character of distributions will be determined at the end of the fiscal year. A return of capital distribution is not a distribution from earnings and profits, but is rather a return of the money initially invested and while it may not be currently taxable, it lowers the stockholder’s basis in the stock, which may result in higher capital gains when the stockholder’s investment in us is ultimately sold.

Unless you elect to receive your dividends in cash, we intend to make such distributions in additional shares of our common stock under our dividend reinvestment plan. Although distributions paid in the form of additional shares of our common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, investors participating in our dividend reinvestment plan will not receive any corresponding cash distributions with which to pay any such applicable taxes. If you hold shares of our common stock in the name of a broker or financial intermediary, you should contact such broker or financial intermediary regarding your election to receive distributions in cash in lieu of shares of our common stock. Any dividends reinvested through the issuance of shares through our dividend reinvestment plan will increase our assets on which the base management fee and the incentive fee are determined and paid to MC Advisors. See “Dividend Reinvestment Plan.”

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SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data as of and for the years ended December 31, 2018, 2017, 2016, 2015 and 2014 are derived from our consolidated financial statements that have been audited by RSM US LLP, our independent registered public accounting firm. This consolidated financial data should be read in conjunction with our consolidated financial statements and related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

           
           
  As of and for the years ended December 31,
     2018   2017   2016   2015   2014
Consolidated statements of operations data:
                                            
Total investment income   $ 58,384     $ 51,107     $ 45,018     $ 36,898     $ 29,913  
Base management fees     8,879       7,726       6,347       5,129       4,091  
Incentive fees, net of incentive fee waiver(1)     1,751       5,378       5,504       4,685       3,512  
All other expenses     15,854       11,999       10,661       8,343       7,235  
Net investment income     31,900       26,004       22,506       18,741       15,075  
Net realized gain (loss)     (30,030 )      (372 )      587       304       299  
Net change in unrealized gain (loss)     3,978       (13,480 )      1,272       (1,153 )      (1,465 ) 
Net increase (decrease) in
net assets resulting from operations
  $ 5,848     $ 12,152     $ 24,365     $ 17,892     $ 13,909  
Per share data (basic and diluted):
                                            
Net asset value   $ 12.66     $ 13.77     $ 14.52     $ 14.19     $ 14.05  
Net investment income     1.57       1.40       1.55       1.60       1.57  
Net realized gain (loss)     (1.48 )      (0.03 )      0.04       0.03       0.03  
Net change in unrealized gain (loss)     0.20       (0.72 )      0.09       (0.10 )      (0.15 ) 
Net increase (decrease) in
net assets resulting from operations
  $ 0.29     $ 0.65     $ 1.68     $ 1.53     $ 1.45  
Distributions declared:
                                            
From net investment income   $ 1.40     $ 1.37     $ 1.40     $ 1.37     $ 1.36  
From capital gains           0.03             0.03        
From return of capital                              
Total distributions declared   $ 1.40     $ 1.40     $ 1.40     $ 1.40     $ 1.36  
Consolidated statements of assets and liabilities data at year end:
                                            
Investments, at fair value   $ 553,621     $ 494,138     $ 412,920     $ 341,091     $ 233,535  
Cash     3,744       4,332       5,958       5,278       4,561  
Restricted cash     13,982       2,867       2,373       8,588       1,176  
Other assets     8,482       6,095       3,294       2,353 (2)      1,834 (2) 
Total assets     579,829       507,432       424,545       357,310 (2)      241,106 (2) 
Total debt     313,764       221,942       177,869       162,607 (2)      103,829 (2) 
Other liabilities     7,298       6,791       5,826       10,168 (2)      3,539 (2) 
Total liabilities     321,062       228,733       183,695       172,775 (2)      107,368 (2) 
Total net assets   $ 258,767     $ 278,699     $ 240,850     $ 184,535     $ 133,738  
Other data:
                                   
Total return based on market value(3)     (21.7 )%      (1.8 )%      29.0 %      (0.2 )%      30.7 % 
Total return based on average net asset value(4)     2.2 %      4.6 %      11.7 %      11.0 %      10.3 % 
Weighted average annualized effective yield at year end(5)     10.0 %      10.0 %      9.6 %      10.6 %      11.6 % 
Number of portfolio company investments at year end     74       72       70       55       40  
Purchases of investments for the year   $ 240,420     $ 264,393     $ 147,780     $ 193,631     $ 132,183  
Principal payments, sales of investments and settlement of forward contracts for the year   $ 159,161     $ 173,446     $ 81,446     $ 88,379     $ 107,073  

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(1) During the years ended December 31, 2018, 2017, 2016, 2015 and 2014, MC Advisors waived part one incentive fees (based on net investment income) of zero, $308 thousand, $273 thousand, zero and zero, respectively.
(2) In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the statements of assets and liabilities as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. We adopted ASU 2015-03 during the year ended December 31, 2016 and the consolidated statements of assets and liabilities for prior years were also revised to reflect this presentation.
(3) Total return based on market value is calculated assuming a purchase of common shares at the market value on the first day and a sale at the market value on the last day of the periods reported. Distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under our dividend reinvestment plan (“DRIP”). Total return based on market value does not reflect brokerage commissions.
(4) Total return based on average net asset value is calculated by dividing the net increase (decrease) in net assets from operations by the average net asset value.
(5) The weighted average annualized effective yield on portfolio investments at year end is computed by dividing (a) interest income on debt investments and preferred equity investments (with a stated coupon rate) at the period end effective rate for each investment by (b) the par value of our debt investments (excluding debt investments on non-accrual status acquired for no cost in a restructuring) and the cost basis of our preferred equity investments. The weighted average annualized effective yield on portfolio investments is a metric on the investment portfolio alone and does not represent a return to stockholders. This metric is not inclusive of our fees and expenses, the impact of leverage on the portfolio or sales load that may be paid by investors.

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SELECTED QUARTERLY CONSOLIDATED FINANCIAL DATA

The following table sets forth certain unaudited quarterly financial information for each quarter in our two most recent fiscal years, which were the calendar years ended December 31, 2018 and 2017. This information was derived from our unaudited consolidated financial statements. Results for any quarter are not necessarily indicative of results for the full year or for any future quarter.

       
  For the quarter ended
     December 31,
2018
  September 30,
2018
  June 30,
2018
  March 31,
2018
     (in thousands, except per share data)
Total investment income   $ 14,835     $ 13,779     $ 14,820     $ 14,950  
Net investment income   $ 7,803     $ 7,726     $ 7,906     $ 8,465  
Net gain (loss)   $ (6,632 )    $ (8,719 )    $ (3,626 )    $ (7,075 ) 
Net increase (decrease) in net assets resulting from operations   $ 1,171     $ (993 )    $ 4,280     $ 1,390  
Net investment income per share – basic and diluted   $ 0.38     $ 0.38     $ 0.39     $ 0.42  
Net increase (decrease) in net assets resulting from operations per share – basic and diluted   $ 0.06     $ (0.05 )    $ 0.21     $ 0.07  
Net asset value per share at period end   $ 12.66     $ 12.95     $ 13.35     $ 13.49  

       
  For the quarter ended
     December 31,
2017
  September 30,
2017
  June 30,
2017
  March 31,
2017
     (in thousands, except per share data)
Total investment income   $ 13,364     $ 13,469     $ 12,268     $ 12,006  
Net investment income   $ 6,995     $ 6,887     $ 6,088     $ 6,034  
Net gain (loss)   $ (4,754 )    $ (569 )    $ (5,064 )    $ (3,465 ) 
Net increase (decrease) in net assets resulting from operations   $ 2,241     $ 6,318     $ 1,024     $ 2,569  
Net investment income per share – basic and diluted   $ 0.35     $ 0.34     $ 0.35     $ 0.36  
Net increase (decrease) in net assets resulting from operations per share – basic and diluted   $ 0.11     $ 0.31     $ 0.06     $ 0.15  
Net asset value per share at period end   $ 13.77     $ 14.01     $ 14.05     $ 14.34  

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes thereto. The following discussion and other parts of this prospectus contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Risk Factors” and “Special Note Regarding Forward-Looking Statements” appearing elsewhere in this prospectus.

Overview

Monroe Capital Corporation is an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, we have elected to be treated as a regulated investment company (“RIC”) under the subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). We were incorporated under the Maryland General Corporation Law on February 9, 2011. We are a specialty finance company focused on providing financing solutions primarily to lower middle-market companies in the United States and Canada. We provide customized financing solutions focused primarily on senior secured, junior secured and unitranche secured (a combination of senior secured and junior secured debt in the same facility in which we syndicate a “first out” portion of the loan to an investor and retain a “last out” portion of the loan) debt and, to a lesser extent, unsecured subordinated debt and equity, including equity co-investments in preferred and common stock, and warrants.

Our shares are currently listed on the NASDAQ Global Select Market under the symbol “MRCC”.

Our investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through investment in senior secured, unitranche secured and junior secured debt and, to a lesser extent, subordinated debt and equity investments. We seek to use our extensive leveraged finance origination infrastructure and broad expertise in sourcing loans to invest in primarily senior secured, unitranche secured and junior secured debt of middle-market companies. Our investments will generally range between $2.0 million and $18.0 million each, although this investment size may vary proportionately with the size of our capital base. As of December 31, 2018, our portfolio included approximately 79.3% senior secured debt, 10.6% unitranche secured debt, 3.8% junior secured debt and 6.3% equity securities, compared to December 31, 2017, when our portfolio included approximately 78.5% senior secured debt, 8.2% unitranche secured debt, 7.8% junior secured debt and 5.5% equity securities. We expect that the companies in which we invest may be leveraged, often as a result of leveraged buy-outs or other recapitalization transactions, and, in certain cases, will not be rated by national ratings agencies. If such companies were rated, we believe that they would typically receive a rating below investment grade (between BB and CCC under the Standard & Poor’s system) from the national rating agencies.

While our primary focus is to maximize current income and capital appreciation through debt investments in thinly traded or private U.S. companies, we may invest a portion of the portfolio in opportunistic investments in order to seek to enhance returns to stockholders. Such investments may include investments in high-yield bonds, distressed debt, private equity or securities of public companies that are not thinly traded and securities of middle-market companies located outside of the United States. We expect that these public companies generally will have debt securities that are non-investment grade.

On February 28, 2014, our wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP (“MRCC SBIC”), a Delaware limited partnership, received a license from the Small Business Administration (“SBA”) to operate as a Small Business Investment Company (“SBIC”) under Section 301(c) of the Small Business Investment Act of 1958. MRCC SBIC commenced operations on September 16, 2013. See “SBA Debentures” below for more information.

On September 12, 2018, we closed a public offering of $69.0 million in aggregate principal amount of senior unsecured notes (“2023 Notes”). The 2023 Notes will mature on October 31, 2023. See “2023 Notes” below for more information.

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Investment income

We generate interest income on the debt investments in portfolio company investments that we originate or acquire. Our debt investments, whether in the form of senior secured, unitranche secured or junior secured debt, typically have an initial term of three to seven years and bear interest at a fixed or floating rate. In some instances we receive payments on our debt investment based on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. In some cases, our investments provide for deferred interest of payment-in-kind (“PIK”) interest. In addition, we may generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums and prepayment gains (losses) on loans as interest income. As the frequency or volume of the repayments which trigger these prepayment premiums and prepayment gains (losses) may fluctuate significantly from period to period, the associated interest income recorded may also fluctuate significantly from period to period, the associated interest income recorded may also fluctuate significantly from period to period. Interest and fee income is recorded on the accrual basis to the extent we expect to collect such amounts. Interest income is accrued based upon the outstanding principal amount and contractual terms of debt and preferred equity investments. Interest is accrued on a daily basis. All other income is recorded into income when earned. We record fees on loans based on the determination of whether the fee is considered a yield enhancement or payment for a service. If the fee is considered a yield enhancement associated with a funding of cash on a loan, the fee is generally deferred and recognized into interest income using the effective interest method if captured in the cost basis or using the straight-line method if the loan is unfunded and therefore there is no cost basis. If the fee is not considered a yield enhancement because a service was provided, and the fee is payment for that service, the fee is deemed earned and recognized as fee income in the period the service has been completed.

Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies. Each distribution received from limited liability company (“LLC”) and limited partnership (“LP”) investments is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, we will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment. The frequency and volume of the distributions on common equity securities and LLC and LP investments may fluctuate significantly from period to period.

Expenses

Our primary operating expenses include the payment of fees to Monroe Capital BDC Advisors, LLC (“MC Advisors”) under the Investment Advisory and Management Agreement (management and incentive fees), and the payment of fees to Monroe Capital Management Advisors, LLC (“MC Management”) for our allocable portion of overhead and other expenses under the Administration Agreement and other operating costs. See Note 6 to our consolidated financial statements and “Related Party Transactions” below for additional information on our Investment Advisory and Management Agreement and Administration agreement. Our expenses also include interest expense on our various forms of indebtedness. We bear all other out-of-pocket costs and expenses of our operations and transactions.

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Net gain (loss)

We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the cost basis of the investment without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments, secured borrowings, foreign currency and other transactions within net change in unrealized gain (loss) in the consolidated statements of operations.

Portfolio and Investment Activity

During the year ended December 31, 2018, we invested $112.4 million in 20 new portfolio companies and $128.0 million in 31 existing portfolio companies and had $159.2 million in aggregate amount of sales and principal repayments, resulting in net investments of $81.2 million for the year.

During the year ended December 31, 2017, we invested $200.4 million in 27 new portfolio companies and $64.0 million in 31 existing portfolio companies and had $173.4 million in aggregate amount of sales and principal repayments, resulting in net investments of $91.0 million for the year.

During the year ended December 31, 2016, we invested $105.2 million in 21 new portfolio companies and $42.6 million in 16 existing portfolio companies and had $81.4 million in aggregate amount of sales and principal repayments, resulting in net investments of $66.4 million for the year.

The following table shows portfolio yield by security type:

       
  December 31, 2018   December 31, 2017
     Weighted Average Annualized Contractual Coupon Yield(1)   Weighted Average Annualized Effective Yield(2)   Weighted Average Annualized Contractual Coupon Yield(1)   Weighted Average Annualized Effective Yield(2)
Senior secured loans     10.2 %      10.2 %      9.6 %      9.6 % 
Unitranche secured loans     10.3       10.8       9.3       11.3  
Junior secured loans     9.0       9.0       9.4       9.4  
Preferred equity securities     0.5       0.5       10.8       10.8  
Total     10.0 %      10.0 %      9.8 %      10.0 % 

(1) The weighted average annualized contractual coupon yield at period end is computed by dividing (a) the interest income on debt investments and preferred equity investments (with a stated coupon rate) at the period end contractual coupon rate for each investment by (b) the par value of our debt investments (excluding debt investments on non-accrual status acquired for no cost in a restructuring) and the cost basis of our preferred equity investments.
(2) The weighted average annualized effective yield on portfolio investments at period end is computed by dividing (a) interest income on debt investments and preferred equity investments (with a stated coupon rate) at the period end effective rate for each investment by (b) the par value of our debt investments (excluding debt investments on non-accrual status acquired for no cost in a restructuring) and the cost basis of our preferred equity investments. The weighted average annualized effective yield on portfolio investments is a metric on the investment portfolio alone and does not represent a return to stockholders. This metric is not inclusive of our fees and expenses, the impact of leverage on the portfolio or sales load that may be paid by investors.

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The following table shows the composition of the investment portfolio (in thousands):

       
  December 31, 2018   December 31, 2017
Fair Value:
                                   
Senior secured loans   $ 439,068       79.3 %    $ 387,874       78.5 % 
Unitranche secured loans     58,852       10.6       40,295       8.2  
Junior secured loans     21,154       3.8       38,549       7.8  
LLC equity interest in SLF     27,634       5.0       9,640       1.9  
Equity securities     6,913       1.3       17,780       3.6  
Total   $ 553,621       100.0 %    $ 494,138       100.0 % 

Our portfolio composition remained relatively consistent with December 31, 2017, with the largest shifts in portfolio composition a result of the prepayments of junior secured loans and the additional investments made in SLF during the year ended December 31, 2018. The overall contractual and effective yield on the portfolio stayed relatively flat as compared to December 31, 2017. General increases in LIBOR during the year ended December 31, 2018 were partially offset by a slight increase in investments on non-accrual status.

The following table shows the portfolio composition by industry grouping at fair value (in thousands):

       
  December 31, 2018   December 31, 2017
Fair Value:
                                   
Aerospace & Defense   $       %    $ 5,000       1.0 % 
Automotive     2,883       0.5              
Banking, Finance, Insurance & Real Estate     55,839       10.1       61,407       12.4  
Beverage, Food & Tobacco     15,544       2.8       17,770       3.6  
Capital Equipment     4,995       0.9              
Chemicals, Plastics & Rubber     14,971       2.7       8,860       1.8  
Construction & Building     24,942       4.5       10,057       2.0  
Consumer Goods: Durable     15,552       2.8       11,808       2.4  
Consumer Goods: Non-Durable     19,181       3.5       24,717       5.0  
Containers, Packaging & Glass     9,694       1.8       4,928       1.0  
Energy: Oil & Gas     2,516       0.4       2,352       0.5  
Environmental Industries     12,195       2.2       4,457       0.9  
Healthcare & Pharmaceuticals     52,769       9.5       65,582       13.3  
High Tech Industries     93,698       16.9       46,239       9.4  
Hotels, Gaming & Leisure     20,264       3.7       42,744       8.6  
Investment Funds & Vehicles     27,634       5.0       9,640       2.0  
Media: Advertising, Printing & Publishing     21,908       4.0       23,264       4.7  
Media: Broadcasting & Subscription     4,483       0.8       15,965       3.2  
Media: Diversified & Production     5,000       0.9       5,006       1.0  
Retail     33,863       6.1       41,644       8.4  
Services: Business     57,592       10.4       41,724       8.5  
Services: Consumer     15,849       2.9       21,474       4.3  
Telecommunications                 3,152       0.6  
Utilities: Electric                 2,792       0.6  
Utilities: Water     14,509       2.6              
Wholesale     27,740       5.0       23,556       4.8  
Total   $ 553,621       100.0 %    $ 494,138       100.0 % 

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Portfolio Asset Quality

MC Advisors’ portfolio management staff closely monitors all credits, with senior portfolio managers covering agented and more complex investments. MC Advisors segregates our capital markets investments by industry. The MC Advisors’ monitoring process and projections developed by Monroe Capital both have daily, weekly, monthly and quarterly components and related reports, each to evaluate performance against historical, budget and underwriting expectations. MC Advisors’ analysts will monitor performance using standard industry software tools to provide consistent disclosure of performance. When necessary, MC Advisors will update our internal risk ratings, borrowing base criteria and covenant compliance reports.

As part of the monitoring process, MC Advisors regularly assesses the risk profile of each of our investments and rates each of them based on an internal proprietary system that uses the categories listed below, which we refer to as MC Advisors’ investment performance rating. For any investment rated in grades 3, 4 or 5, MC Advisors, through its internal Portfolio Management Group (“PMG”), will increase its monitoring intensity and prepare regular updates for the investment committee, summarizing current operating results and material impending events and suggesting recommended actions. The PMG is responsible for oversight and management of any investments rated in grades 3, 4, or 5. MC Advisors monitors and, when appropriate, changes the investment ratings assigned to each investment in our portfolio. In connection with our valuation process, MC Advisors reviews these investment ratings on a quarterly basis, and our board of directors (the “Board”) reviews and affirms such ratings. A definition of the rating system follows:

 
Investment
Performance
Risk Rating
  Summary Description
       
Grade 1   Includes investments exhibiting the least amount of risk in our portfolio. The issuer is performing above expectations or the issuer’s operating trends and risk factors are generally positive.
Grade 2   Includes investments exhibiting an acceptable level of risk that is similar to the risk at the time of origination. The issuer is generally performing as expected or the risk factors are neutral to positive.
Grade 3   Includes investments performing below expectations and indicates that the investment’s risk has increased somewhat since origination. The issuer may be out of compliance with debt covenants; however, scheduled loan payments are generally not past due.
Grade 4   Includes an issuer performing materially below expectations and indicates that the issuer’s risk has increased materially since origination. In addition to the issuer being generally out of compliance with debt covenants, scheduled loan payments may be past due (but generally not more than six months past due).
Grade 5   Indicates that the issuer is performing substantially below expectations and the investment risk has substantially increased since origination. Most or all of the debt covenants are out of compliance or payments are substantially delinquent. Investments graded 5 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we expect to recover.
                      

Our investment performance risk ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or reflect or represent any third-party assessment of any of our investments.

In the event of a delinquency or a decision to rate an investment grade 4 or grade 5, the PMG, in consultation with the investment committee, will develop an action plan. Such a plan may require a meeting with the borrower’s management or the lender group to discuss reasons for the default and the steps management is undertaking to address the under-performance, as well as amendments and waivers that may be required. In the event of a dramatic deterioration of a credit, MC Advisors and the PMG form a team or

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engage outside advisors to analyze, evaluate and take further steps to preserve our value in the credit. In this regard, we would expect to explore all options, including in a private equity sponsored investment, assuming certain responsibilities for the private equity sponsor or a formal sale of the business with oversight of the sale process by us. The PMG and the investment committee have extensive experience in running debt work-out transactions and bankruptcies.

The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale as of December 31, 2018 (in thousands):

   
Investment Performance Rating   Investments at
Fair Value
  Percentage of
Total Investments
1   $       % 
2     452,549       81.8  
3     57,741       10.4  
4     43,331       7.8  
5            
Total   $ 553,621       100.0 % 

The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale as of December 31, 2017 (in thousands):

   
Investment Performance Rating   Investments at
Fair Value
  Percentage of
Total Investments
1   $ 3,445       0.7 % 
2     415,094       84.0  
3     57,547       11.6  
4     18,052       3.7  
5            
Total   $ 494,138       100.0 % 

As of December 31, 2018, we had five borrowers with loans or preferred equity securities on non-accrual status (Curion Holdings, LLC (“Curion”) promissory notes, Education Corporation of America (“ECA”), Incipio, LLC (“Incipio”) third lien tranches, Millennial Brands LLC (“Millennial”), and Rockdale Blackhawk, LLC (“Rockdale”) pre-petition debt), and these investments totaled $16.8 million in fair value, or 3.0% of our total investments at fair value. The Curion promissory notes and the Incipio third lien tranches were obtained in restructurings during the year ended December 31, 2018 for no cost. As of December 31, 2017, we had two borrowers with loans and preferred equity securities on non-accrual status (Millennial and TPP Operating, Inc. (“TPP”)), and these investments totaled $8.5 million in fair value, or 1.7% of our total investments at fair value. Loans or preferred equity securities are placed on non-accrual status when principal, interest or dividend payments become materially past due, or when there is reasonable doubt that principal, interest or dividends will be collected.

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Results of Operations

Operating results were as follows (in thousands):

   
  For the years ended
December 31,
     2018   2017   2016
Total investment income   $ 58,384     $ 51,107     $ 45,018  
Total expenses, net of incentive fee waiver     26,484       25,103       22,512  
Net investment income     31,900       26,004       22,506  
Net realized gain (loss) on investments     (30,014 )      (439 )      587  
Net realized gain (loss) on secured borrowings           66        
Net realized gain (loss) on foreign currency forward contracts     (3 )             
Net realized gain (loss) on foreign currency and other transactions     (13 )      1        
Net realized gain (loss)     (30,030 )      (372 )      587  
Net change in unrealized gain (loss) on investments     2,939       (13,120 )      1,325  
Net change in unrealized gain (loss) on secured borrowings           (6 )      (53 ) 
Net change in unrealized gain (loss) on foreign currency and other transactions     1,039       (354 )       
Net change in unrealized gain (loss)     3,978       (13,480 )      1,272  
Net increase (decrease) in net assets resulting from operations   $ 5,848     $ 12,152     $ 24,365  

Investment Income

The composition of our investment income was as follows (in thousands):

   
  For the years ended
December 31,
     2018   2017   2016
Interest income   $ 50,442     $ 44,565     $ 36,448  
Dividend income     2,567       1,002       4,548  
Fee income     2,024       1,890       1,471  
Prepayment gain (loss)     1,088       1,790       995  
Accretion of discounts and amortization of premium     2,263       1,860       1,556  
Total investment income   $ 58,384     $ 51,107     $ 45,018  

The increase in investment income of $7.3 million during the year ended December 31, 2018 is primarily due to an increase in average outstanding loan balances and an increase in dividend income due to our investment in SLF, partially offset by a decrease in prepayment gain (loss). The increase in investment income of $6.1 million during the year ended December 31, 2017 is primarily due to an increase in average outstanding loan balances and an increase in prepayment loan activity, partially offset by a decrease in dividend income. The decrease in dividend income during the year ended December 31, 2017, as compared to the prior years, is driven by a decrease in dividend income from our investment in Rockdale of $3.5 million.

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Operating Expenses

The composition of our operating expenses was as follows (in thousands):

   
  For the years ended
December 31,
     2018   2017   2016
Interest and other debt financing expenses   $ 12,270     $ 8,312     $ 6,782  
Base management fees     8,879       7,726       6,347  
Incentive fees, net of incentive fee waiver(1)     1,751       5,378       5,504  
Professional fees     1,172       1,243       988  
Administrative service fees     1,327       1,248       1,287  
General and administrative expenses     931       948       779  
Excise taxes     11       100       679  
Directors’ fees     143       148       146  
Total expenses, net of incentive fee waiver   $ 26,484     $ 25,103     $ 22,512  

(1) During the years ended December 31, 2018, 2017 and 2016, MC Advisors waived part one incentive fees (based on net investment income) of zero, $308 thousand and $273 thousand, respectively. Incentive fees during the years ended December 31, 2018 and 2017 were limited by zero and $0.4 million due to the Incentive Fee Limitation, respectively. See Note 6 in our attached consolidated financial statements for additional information on the Incentive Fee Limitation.

The composition of our interest and other debt financing expenses was as follows (in thousands):

   
  For the years ended
December 31,
     2018   2017   2016
Interest expense – revolving credit facility   $ 5,845     $ 4,771     $ 4,422  
Interest expense – 2023 Notes     1,201              
Interest expense – SBA debentures     3,814       2,434       1,340  
Amortization of deferred financing costs     1,410       1,042       820  
Interest expense – secured borrowings           34       123  
Other           31       77  
Total interest and other debt financing expenses   $ 12,270     $ 8,312     $ 6,782  

The increase in expenses of $1.4 million during the year ended December 31, 2018 is primarily due to an increase in interest expense as a result of additional borrowings on our various financing sources (including the SBA debentures, 2023 Notes, and revolving credit facility) required to support the growth of the portfolio and an increase in base management fees due to the growth in invested assets. These increases were partially offset by a decrease in incentive fees due to the Incentive Fee Limitation. The increase in expenses of $2.6 million during the year ended December 31, 2017 is primarily due to an increase in base management fees due to the growth in invested assets and an increase in interest expense as a result of additional borrowings (including SBA debentures) required to support the growth of the portfolio. These increases were partially offset by a decline in the accrual for excise taxes for the year ended December 31, 2017 as a result of lower undistributed taxable income.

Net Realized Gain (Loss)

During the years ended December 31, 2018, 2017 and 2016, we had sales or dispositions of investments of $14.0 million, $16.9 million and $0.6 million, respectively, resulting in ($30.0) million, ($0.4) million and $0.6 million of net realized gains (losses), respectively. During the year ended December 31, 2018, the net realized losses on the portfolio were primarily associated with the winding down of our investments in TPP, and the sale of our debt investments in Millennial. These investments had been significantly marked down in previous periods and this represented a shift of these losses from unrealized to realized. During 2018, TPP ceased operations and we, along with the other owners, appointed an assignee and pursuant to Delaware state law completed a General Assignment for the Benefit of Creditors to the assignee. The purpose of the

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assignment was to wind down the TPP business and distribute assets to its creditors. The assignee has informed us that it will have de minimis assets to distribute to creditors. As a result, we have realized our loss on TPP.

During the years ended December 31, 2018, 2017 and 2016, we had sales of secured borrowings of zero, $1.3 million and zero resulting in zero, $66 thousand and zero of net realized gains, respectively

During the years ended December 31, 2018, 2017 and 2016, we had ($3) thousand, zero and zero of net realized gains (losses) on foreign currency forward contracts, respectively. During the years ended December 31, 2018, 2017 and 2016, we had ($13) thousand, $1 thousand and zero of net realized gains (losses) on foreign currency and other transactions, respectively. We may enter into foreign currency forward contracts to reduce our exposure to foreign currency exchange rate fluctuations.

Net Change in Unrealized Gain (Loss)

For the years ended December 31, 2018, 2017 and 2016, our investments had $2.9 million, ($13.1) million and $1.3 million of net change in unrealized gain (loss), respectively. The net change in unrealized gain (loss) includes both unrealized gain on investments in our portfolio with mark-to-market gains during the year and unrealized loss on investments in our portfolio with mark-to-market losses during the year. The net change in unrealized gains during the year ended December 31, 2018 was primarily attributable to previously recognized mark-to-market losses on investments in TPP and Millennial moving from unrealized to realized. This was partially offset by mark-to-market losses on our investment portfolio, including unrealized losses on our investment in Rockdale of ($6.5) million and our investment in ECA of ($3.0) million. In addition, the widening of credit spreads during the year ended December 31, 2018 contributed to the mark-to-market losses on the portfolio. On July 24, 2018, Rockdale filed for bankruptcy as part of a restructuring process. During the year ended December 31, 2018, we funded additional investments under the debtor-in-possession (“DIP”) financing facility established in conjunction with the bankruptcy and received repayments on a portion of our pre-petition debt. On July 20, 2018, we put back our 22.65% equity investment in Rockdale. We placed our investment in the pre-petition debt of Rockdale on non-accrual status in conjunction with the bankruptcy filing. During the three months ended December 31, 2018, ECA elected to enter into receivership with the intention of continuing operations under a restructuring plan. This restructuring plan was ultimately unsuccessful and in December 2018 the appointed receiver began to implement a wind-down of the majority of operations for ECA. We placed our investment in ECA on non-accrual status in conjunction with ECA’s entry into receivership.

For the years ended December 31, 2018, 2017 and 2016, our secured borrowings had zero, ($6) thousand and ($53) thousand of net change in unrealized gain (loss), respectively. For the years ended December 31, 2018, 2017 and 2016, our foreign currency forward contracts had $16 thousand, zero, and zero of net change in unrealized gain (loss), respectively. For the years ended December 31, 2018, 2017 and 2016, our foreign currency borrowings had $1.0 million, ($0.4) million and zero of net change in unrealized gain (loss), respectively.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the years ended December 31, 2018, 2017 and 2016, the net increase in net assets from operations was $5.8 million, $12.2 million and $24.4 million, respectively. Based on the weighted average shares of common stock outstanding for the years ended December 31, 2018, 2017 and 2016, our per share net increase in net assets resulting from operations was $0.29, $0.65 and $1.68, respectively. The $6.4 million decrease during the year ended December 31, 2018, is primarily the result of an increase in net mark-to-market losses on investments in the portfolio, partially offset by an increase in net investment income primarily due to portfolio growth and the Incentive Fee Limitation. The $12.2 million decrease during the year ended December 31, 2017, is primarily the result of an increase in net unrealized mark-to-market losses on investments in the portfolio, partially offset by an increase in net investment income due to portfolio growth.

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Liquidity and Capital Resources

As of December 31, 2018, we had $3.7 million in cash, $14.0 million in cash at MRCC SBIC, $136.0 million of total debt outstanding on our revolving credit facility, $69.0 million in 2023 Notes and $115.0 million in outstanding SBA debentures. We had $64.0 million available for additional borrowings on our revolving credit facility. See “Borrowings” below for additional information.

Cash Flows

For the year ended December 31, 2018, we experienced a net increase in cash and restricted cash of $10.5 million. During the same period we used $55.1 million in operating activities, primarily as a result of purchases of portfolio investments, partially offset by sales of and principal repayments on portfolio investments. During the same period, we generated $65.7 million from financing activities, primarily as a result of proceeds from our 2023 Notes (net of deferred financing cost payments) and net borrowings on our revolving credit facility, partially offset by distributions to stockholders.

For the year ended December 31, 2017, we experienced a net decrease in cash and restricted cash of $1.1 million. During the same period we used $69.6 million in operating activities, primarily as a result of purchases of portfolio investments, partially offset by sales of and principal repayments on portfolio investments. During the same period, we generated $68.4 million from financing activities, primarily as a result of net proceeds from capital raises and SBA debenture borrowings, partially offset by net repayments on our revolving credit facility and distributions to stockholders.

For the year ended December 31, 2016, we experienced a net decrease in cash and restricted cash of $5.5 million. During the same period we used $51.9 million in operating activities, primarily as a result of purchases of portfolio investments, partially offset by sales of and principal repayments on portfolio investments. During the same year, we generated $46.3 million from financing activities, principally from net proceeds from our capital raises during the period, net borrowings on our revolving credit facility and SBA debenture borrowings, partially offset by distributions to stockholders and decreases in secured borrowings.

Capital Resources

As a BDC, we distribute substantially all of our net income to our stockholders and have an ongoing need to raise additional capital for investment purposes. We intend to generate additional cash primarily from future offerings of securities, future borrowings and cash flows from operations, including income earned from investments in our portfolio companies. On both a short-term and long-term basis, our primary use of funds will be to invest in portfolio companies and make cash distributions to our stockholders.

As a BDC, we are generally not permitted to issue and sell our common stock at a price below net asset value per share. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value per share of our common stock if our Board, including independent directors, determines that such sale is in the best interests of us and our stockholders, and if our stockholders have approved such sales. On June 20, 2018, our stockholders voted to allow us to sell or otherwise issue common stock at a price below net asset value per share for a period of one year, subject to certain limitations. As of December 31, 2018 and 2017, we had 20,444,564 and 20,239,957 shares outstanding, respectively.

On June 24, 2015, our stockholders approved a proposal to authorize us to issue warrants, options or rights to subscribe to, convert to, or purchase our common stock in one or more offerings. This is a standing authorization and does not require annual re-approval by our stockholders.

On March 27, 2018, our Board approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. On June 20, 2018, our stockholders approved a proposal to accelerate the effective date of the modified asset coverage requirements. As a result, the asset coverage ratio test applicable to us was decreased from 200% to 150%, effective June 21, 2018. As of December 31, 2018 and 2017, our asset coverage ratio based on aggregate borrowings outstanding was 223% and 334%, respectively.

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Stock Issuances:  On July 1, 2016, we amended the at-the-market (“ATM”) securities offering program we entered into on February 6, 2015 with MLV & Co. LLC (“MLV”) and JMP Securities LLC (“JMP”) (the “Initial ATM Program”), to replace MLV with FBR Capital Markets & Co. (“FBR”), an affiliate of MLV. On May 12, 2017, we entered into new equity distribution agreements with each of FBR and JMP (the “ATM Program”). All other material terms of the Initial ATM Program remain unchanged under the ATM Program. During the year ended December 31, 2016, there were no stock issuances under the Initial ATM Program. During the year ended December 31, 2017, we sold 173,939 shares at an average price of $15.71 per share for gross proceeds of $2.7 million under the Initial ATM Program and no shares were sold under the ATM Program. Aggregate underwriters’ discounts and commissions were $41 thousand and offering costs were $23 thousand, resulting in net proceeds of approximately $2.7 million. During the year ended December 31, 2018, we sold 182,299 shares at an average price of $13.82 per share for gross proceeds of $2.5 million under the ATM Program. Aggregate underwriters’ discounts and commissions were $38 thousand and offering costs were $79 thousand, resulting in net proceeds of approximately $2.4 million.

On July 25, 2016, we closed a public offering of 3,100,000 shares of our common stock at a public offering price of $15.50 per share, raising approximately $48.1 million in gross proceeds. On August 3, 2016, we sold an additional 465,000 shares of our common stock, at a public offering price of $15.50 per share, raising approximately $7.2 million in gross proceeds pursuant to the underwriters’ exercise of the over-allotment option. Aggregate underwriters’ discounts and commissions were $2.2 million and offering costs were $0.5 million, resulting in net proceeds of $52.5 million.

On June 9, 2017, we closed a public offering of 3,000,000 shares of our common stock at a public offering price of $15.00 per share, raising approximately $45.0 million in gross proceeds. On June 14, 2017, pursuant to the underwriters’ exercise of the over-allotment option, we sold an additional 450,000 shares of our common stock, at a public offering price of $15.00 per share, raising an additional $6.8 million in gross proceeds for a total of $51.8 million. Aggregate underwriters’ discounts and commissions were $2.1 million and offering costs were $0.1 million, resulting in net proceeds of approximately $49.6 million.

Borrowings

Revolving Credit Facility:  As of December 31, 2018, we had U.S. dollar borrowings of $117.1 million and non-U.S. dollar borrowings denominated in Great Britain pounds of £14.8 million ($18.9 million in U.S. dollars) under our revolving credit facility with ING Capital LLC, as agent, to finance the purchase of our assets. As of December 31, 2017, we had U.S. dollar borrowings of $105.2 million and non-U.S. dollar borrowings denominated in Great Britain pounds of £8.8 million ($11.9 million in U.S. dollars) under our revolving credit facility with ING Capital LLC, as agent, to finance the purchase of our assets. The borrowings denominated in Great Britain pounds may be positively or negatively affected by movements in the rate of exchange between the U.S. dollar and the Great Britain pound. These movements are beyond our control and cannot be predicted. The borrowings denominated in Great Britain pounds are translated into U.S. dollars based on the spot rate at each balance sheet date. The impact resulting from changes in foreign currency borrowings is included in net change in unrealized gain (loss) on foreign currency and other transactions in our consolidated statements of operations and totaled $1.0 million, ($0.4) million and zero for the years ended December 31, 2018, 2017 and 2016.

As of December 31, 2018, the maximum amount we were able to borrow was $200.0 million and this borrowing can be increased to $300.0 million pursuant to an accordion feature (subject to maintaining 200% asset coverage, as defined by the 1940 Act). On February 22, 2017, we closed a $40.0 million upsize to the revolving credit facility, bringing the maximum amount we are able to borrow from $160.0 million to $200.0 million, in accordance with the facility’s accordion feature. The maturity date on the facility was December 14, 2020.

The revolving credit facility is secured by a lien on all of our assets, including cash on hand, but excluding the assets of our wholly-owned subsidiary, MRCC SBIC. Our ability to borrow under the revolving credit facility is subject to availability under a defined borrowing base, which varies based on portfolio characteristics and certain eligibility criteria and concentration limits, as well as required valuation methodologies. We may make draws under the revolving credit facility to make or purchase additional investments through December 2019 and for general working capital purposes until the maturity date of the

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revolving credit facility. Borrowings under the revolving credit facility bear interest, at our election, at an annual rate of LIBOR (one-month, two-month, three-month or six-month at our discretion based on the term of the borrowing) plus 2.75% or at a daily rate equal to 1.75% per annum plus the greater of the prime interest rate, the federal funds rate plus 0.5% or LIBOR plus 1.0%. In addition to the stated interest rate on borrowings under the revolving credit facility, we are required to pay a fee of 0.5% per annum on any unused portion of the revolving credit facility if the unused portion of the facility is less than 65% of the then available maximum borrowing or a fee of 1.0% per annum on any unused portion of the revolving credit facility if the unused portion of the facility is greater than or equal to 65% of the then available maximum borrowing. As of December 31, 2018 and 2017, the outstanding borrowings were accruing at a weighted average interest rate of 5.0% and 4.4%, respectively. The weighted average interest rate of the revolving credit facility borrowings (excluding debt issuance costs) for the years ended December 31, 2018, 2017 and 2016 was 4.7%, 4.2% and 3.6%, respectively. The weighted average fee rate on the unused portion of the revolving credit facility for the years ended December 31, 2018, 2017 and 2016 was 0.6%, 0.5% and 0.5%, respectively.

Our ability to borrow under the revolving credit facility is subject to availability under the borrowing base, which permits us to borrow up to 70% of the fair market value of our portfolio company investments depending on the type of the investment we hold and whether the investment is quoted. Our ability to borrow is also subject to certain concentration limits, and our continued compliance with the representations, warranties and covenants given by us under the facility. The revolving credit facility contains certain financial and restrictive covenants, including, but not limited to, our maintenance of: (1) a minimum consolidated total net assets at least equal to the greater of (a) 40% of the consolidated total assets on the last day of each quarter or (b) $120.0 million plus 65% of the net proceeds to us from sales of our securities after December 14, 2015; (2) a ratio of total assets (less total liabilities other than indebtedness) to total indebtedness of not less than 2.1 times; and (3) a ratio of earnings before interest and taxes to interest expense of at least 2.5 times. The revolving credit facility also requires us to undertake customary indemnification obligations with respect to ING Capital LLC and other members of the lending group and to reimburse the lenders for expenses associated with entering into the credit facility. The revolving credit facility also has customary provisions regarding events of default, including events of default for nonpayment, change in control transactions at both Monroe Capital Corporation and MC Advisors, failure to comply with financial and negative covenants, and failure to maintain our relationship with MC Advisors. If we incur an event of default under the revolving credit facility and fail to remedy such default under any applicable grace period, if any, then the entire revolving credit facility could become immediately due and payable, which would materially and adversely affect our liquidity, financial condition, results of operations and cash flows.

On April 25, 2018, we entered into an amendment to the revolving credit facility which, among other things, removes the pricing step-down related to our net worth to fix the interest rate the revolving credit facility bears to LIBOR plus 2.75% and makes certain borrowing base changes to allow more flexibility under the revolving credit facility. We paid the lenders an amendment fee of $0.2 million in conjunction with the amendment which has been capitalized within unamortized deferred financing costs and is amortized into interest expense over the estimated average life of the borrowings.

Our revolving credit facility also imposes certain conditions that may limit the amount of our distributions to stockholders. Distributions payable in our common stock under the DRIP are not limited by the revolving credit facility. Distributions in cash or property other than common stock are generally limited to 115% of the amount of distributions required to maintain our status as a RIC.

See “Recent Developments” for information on the March 1, 2019 amendment and extension of our revolving credit facility and March 20, 2019 amendment of our revolving credit facility.

2023 Notes:  On September 12, 2018, we closed a public offering of 2,760,000 units of senior unsecured notes at a public offering price of $25.00 per unit, resulting in aggregate principal and gross proceeds of $69.0 million. Aggregate underwriters’ discounts and commissions were $2.2 million and deferred financing costs were $0.4 million, resulting in net proceeds of approximately $66.4 million. The 2023 Notes will mature on October 31, 2023. Interest on the 2023 Notes is paid quarterly on January 31, April 30, July 31, and October 31, at an annual rate of 5.75%, commencing on October 31, 2018. We may redeem the 2023 Notes in whole or in part at any time or from time to time on or after October 31, 2020. The 2023 Notes are general, unsecured

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obligations and rank equal in right of payment with all of our existing and future unsecured indebtedness. The 2023 Notes are listed on The Nasdaq Global Select Market under the trading symbol MRCCL.

See “Recent Developments” for information on the March 21, 2019 offering of additional 5.75% Notes due 2023.

SBA Debentures:    On February 28, 2014, our wholly-owned subsidiary, MRCC SBIC, received a license from the SBA to operate as a SBIC under Section 301(c) of the Small Business Investment Act of 1958, as amended. MRCC SBIC commenced operations on September 16, 2013.

The SBIC license allows MRCC SBIC to obtain leverage by issuing SBA debentures, subject to the issuance of a leverage commitment by the SBA and other customary procedures. SBA debentures are non-recourse, interest only debentures with interest payable semi-annually and have a ten year maturity. The principal amount of SBA debentures is not required to be paid prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA debentures is fixed on a semi-annual basis (pooling date) at a market-driven spread over U.S. Treasury Notes with 10-year maturities. The SBA, as a creditor, has a superior claim to MRCC SBIC’s assets over our stockholders in the event we liquidate MRCC SBIC or the SBA exercises its remedies upon an event of default.

SBA regulations currently limit the amount that an individual SBIC may borrow to a maximum of $175.0 million when it has at least $87.5 million in regulatory capital, receives a leverage commitment from the SBA and has been through an audit examination by the SBA subsequent to licensing. The SBA also limits a related group of SBICs (commonly referred to as a “family of funds”) to a maximum of $350.0 million in total borrowings.

As of December 31, 2018, MRCC SBIC had $57.6 million in leverageable capital and $115.0 million in SBA debentures outstanding. As of December 31, 2017, MRCC SBIC had $57.6 million in leverageable capital and $109.5 million in SBA debentures outstanding.

As of December 31, 2018, MRCC SBIC had the following SBA debentures outstanding (in thousands):

   
Maturity Date   Interest Rate   Amount
September 2024     3.4 %    $ 12,920  
March 2025     3.3 %      14,800  
March 2025     2.9 %      7,080  
September 2025     3.6 %      5,200  
March 2027     3.5 %      20,000  
September 2027     3.2 %      32,100  
March 2028     3.9 %      18,520  
September 2028     4.2 %      4,380  
Total         $ 115,000  

As of December 31, 2017, MRCC SBIC had the following SBA debentures outstanding (in thousands):

   
Maturity Date   Interest Rate   Amount
September 2024     3.4 %    $ 12,920  
March 2025     3.3 %      14,800  
March 2025     2.9 %      7,080  
September 2025     3.6 %      5,200  
March 2027     3.5 %      20,000  
September 2027     3.2 %      32,100  
March 2028     2.5 %(1)      9,160  
March 2028     2.6 %(1)      2,780  
March 2028     2.7 %(1)      5,480  
Total         $ 109,520  

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(1) Represents an interim rate of interest as the SBA debentures had not yet pooled.

On October 2, 2014, the Company was granted exemptive relief from the SEC for permission to exclude the debt of MRCC SBIC guaranteed by the SBA from the asset coverage test under the 1940 Act. The receipt of this exemption for this SBA debt increases flexibility under the asset coverage test.

Secured Borrowings:  Certain partial loan sales do not qualify for sale accounting under Accounting Standards Codification (“ASC”) Topic 860 — Transfers and Servicing (“ASC Topic 860”) because these sales do not meet the definition of a “participating interest,” as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest remain as an investment on the accompanying consolidated statements of assets and liabilities and the portion sold is recorded as a secured borrowing in the liabilities section of the consolidated statements of assets and liabilities. For these partial loan sales, the interest earned on the entire loan balance is recorded within “interest income” and the interest earned by the buyer in the partial loan sale is recorded within “interest and other debt financing expenses” in the accompanying consolidated statements of operations. As of December 31, 2018, and 2017, there were no secured borrowings. During the years ended December 31, 2018, 2017 and 2016, repayments on secured borrowings totaled zero, $1.3 million and $1.2 million, respectively.

Distribution Policy

Our Board will determine the timing and amount, if any, of our distributions. We intend to pay distributions on a quarterly basis. In order to avoid corporate-level tax on the income we distribute as a RIC, we must distribute to our stockholders 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, on an annual basis out of the assets legally available for such distributions. In addition, we also intend to distribute any realized net capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) at least annually out of the assets legally available for such distributions. Distributions to stockholders for the years ended December 31, 2018, 2017 and 2016 totaled $28.5 million ($1.40 per share), $27.0 million ($1.40 per share) and $20.7 million ($1.40 per share), respectively, none of which represented return of capital.

We have adopted an “opt out” dividend reinvestment plan (“DRIP”) for our common stockholders. As a result, if we declare a distribution, our stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock unless a stockholder specifically “opts out” of our DRIP. If a stockholder opts out, that stockholder will receive cash distributions. Although distributions paid in the form of additional shares of our common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, stockholders participating in our DRIP will not receive any corresponding cash distributions with which to pay any such applicable taxes.

MRCC Senior Loan Fund I, LLC

We co-invest with NLV Financial Corporation (“NLV”), in senior secured loans through SLF, an unconsolidated Delaware LLC. SLF is capitalized as underlying investment transactions are completed, taking into account available debt and equity commitments available for funding these investments. All portfolio and investment decisions in respect to SLF must be approved by the SLF investment committee, consisting of one representative of each of us and NLV. SLF may cease making new investments upon notification of either member but operations will continue until all investments have been sold or paid-off in the normal course of business. Investments held by SLF are measured at fair value using the same valuation methodologies as described below. Our investment is illiquid in nature as SLF does not allow for withdrawal from the LLC or the sale of a member’s interest unless approved by the board of members of SLF. The full withdrawal of a member would result in an orderly wind-down of SLF.

SLF’s profits and losses are allocated to us and NLV in accordance with the respective ownership interests. As of both December 31, 2018 and 2017, we and NLV each owned 50.0% of the LLC equity interests of SLF. As of December 31, 2018, SLF had $100.0 million in equity commitments from its members (in the aggregate), of which $54.4 million was funded. As of December 31, 2017, SLF had $100.0 million in equity commitments from its members (in the aggregate), of which $19.0 million was funded.

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As of both December 31, 2018 and 2017, we have committed to fund $50.0 million of LLC equity interest subscriptions to SLF. As of December 31, 2018 and 2017, $27.2 million and $9.5 million of our LLC equity interest subscriptions to SLF had been called and contributed, net of return of capital distributions subject to recall, respectively.

For the year ended December 31, 2018, we received $1.7 million of dividend income from the SLF LLC equity interests. For the years ended December 31, 2017 and 2016, we did not receive dividend income from the SLF LLC equity interests, as we did not make our investment in SLF until November 2017.

SLF has entered into a senior secured revolving credit facility (as amended, the “SLF Credit Facility”) with Capital One, N.A., through its wholly-owned subsidiary MRCC Senior Loan Fund I Financing SPV, LLC (“SLF SPV”), which as of December 31, 2018 allowed SLF SPV to borrow up to $150.0 million at any one time, subject to leverage and borrowing base restrictions. On January 9, 2019, the SLF SPV closed a $20.0 million upsize to the SLF Credit Facility, bringing the maximum amount the SLF SPV is able to borrow up to $170.0 million. Borrowings under the SLF Credit Facility bear interest at an annual rate of LIBOR (three-month) plus 2.25%. The maturity date on the SLF Credit Facility is March 22, 2023.

SLF does not pay any fees to MC Advisors or its affiliates; however, SLF has entered into an administration agreement with MC Management, pursuant to which certain loan servicing and administrative functions are delegated to MC Management. SLF may reimburse MC Management for its allocable share of overhead and other expenses incurred by MC Management. For the years ended December 31, 2018, 2017 and 2016, SLF incurred $72 thousand, zero, and zero of allocable expenses, respectively. There are no agreements or understandings by which we guarantee any SLF obligations.

As of December 31, 2018 and 2017, SLF had total assets at fair value of $177.1 million and $41.6 million, respectively. As of both December 31, 2018 and 2017, SLF had zero portfolio company investments on non-accrual status. The portfolio companies in SLF are in industries and geographies similar to those in which we may invest directly. Additionally, as of December 31, 2018 and 2017, SLF had commitments to fund various undrawn revolvers and delayed draw loans to its portfolio companies totaling $5.5 million and $2.1 million, respectively.

Below is a summary of SLF’s portfolio, followed by a listing of the individual investments in SLF’s portfolio as of December 31, 2018 and 2017:

   
  December 31, 2018   December 31, 2017
Senior secured loans(1)     174,267       29,438  
Weighted average current interest rate on senior secured loans(2)     7.6 %      7.1 % 
Number of borrowers in SLF     50       8  
Largest portfolio company investment(1)     6,930       7,000  
Total of five largest portfolio company investments(1)     27,489       23,500  

(1) Represents outstanding principal amount, excluding unfunded commitments. Principal amounts in thousands.
(2) Computed as the (a) annual stated interest rate on accruing senior secured loans divided by (b) total senior secured loans at outstanding principal amount.

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MRCC SENIOR LOAN FUND I, LLC
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2018
(in thousands)

         
Portfolio Company(a)   Spread Above
Index(b)
  Interest
Rate(b)
  Maturity   Principal   Fair Value
Non-Controlled/Non-Affiliate Company Investments
                                            
Senior Secured Loans
                                            
Aerospace & Defense
                                            
IMIA Holdings, Inc.     L+4.50 %      7.30 %      10/28/2024       4,320     $ 4,341  
IMIA Holdings, Inc. (Revolver)(c)     L+4.50 %      7.30 %      10/28/2024       680        
MAG Aerospace Industries, Inc.     L+4.75 %      7.27 %      6/6/2025       3,284       3,267  
Novaria Holding, LLC(d)     L+4.75 %      7.27 %      12/19/2024       4,333       4,290  
The KEYW Corporation     L+4.50 %      6.89 %      5/8/2024       1,488       1,473  
Trident Maritime SH, Inc.     L+5.50 %      8.30 %      6/4/2024       4,637       4,623  
Trident Maritime SH, Inc.
(Revolver)(c)
    L+5.50 %      8.30 %      6/4/2024       340        
                         19,082       17,994  
Automotive
                                            
Wheel Pros, LLC     L+4.75 %      7.27 %      4/4/2025       3,980       3,920  
                         3,980       3,920  
Banking, Finance, Insurance & Real Estate
                                            
Kestra Financial, Inc.(d)     L+4.25 %      6.77 %      6/24/2022       3,564       3,537  
MTC Intermediate Holdco, Inc.     L+4.50 %      7.02 %      1/30/2023       4,963       4,963  
Pivotal Payments Inc.     P+3.50 %      9.00 %      9/26/2025       2,902       2,873  
Pivotal Payments Inc.
(Delayed Draw)(c)
    L+4.50 %      6.98 %      9/26/2025       841       518  
Zenith Merger Sub, Inc.     L+5.50 %      8.30 %      12/13/2023       3,713       3,701  
                         15,983       15,592  
Beverage, Food & Tobacco
                                            
Il Fornaio (America) Corporation     L+6.50 %      9.02 %      11/10/2022       4,894       4,847  
SW Ingredients Holdings, LLC     L+4.25 %      7.05 %      7/3/2025       3,731       3,709  
US Salt, LLC     L+4.75 %      7.27 %      11/30/2023       3,474       3,474  
                         12,099       12,030  
Capital Equipment
                                            
Analogic Corporation     L+6.00 %      8.52 %      6/24/2024       4,988       4,786  
                         4,988       4,786  
Chemicals, Plastics & Rubber
                                            
Loparex International B.V.     L+4.25 %      7.05 %      4/11/2025       498       490  
Peach State Labs, LLC     L+6.50 %      8.85 %      6/30/2021       2,850       2,825  
                         3,348       3,315  
Construction & Building
                                            
Fastener Acquisition, Inc.     L+4.25 %      7.05 %      3/28/2025       1,323       1,256  
The Cook & Boardman Group, LLC     L+5.75 %      8.55 %      10/20/2025       3,000       2,978  
                         4,323       4,234  

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Portfolio Company(a)   Spread Above
Index(b)
  Interest
Rate(b)
  Maturity   Principal   Fair Value
Consumer Goods: Durable
                                            
International Textile Group, Inc.
    L+5.00 %      7.35 %      5/1/2024       1,852     $ 1,819  
SSH Group Holdings, Inc.     L+4.25 %      6.77 %      7/30/2025       2,327       2,240  
                         4,179       4,059  
Consumer Goods: Non-Durable
                                            
PH Beauty Holdings III, Inc.     L+5.00 %      7.52 %      9/26/2025       1,995       1,925  
                         1,995       1,925  
Containers, Packaging & Glass
                                            
Port Townsend Holdings Company, Inc.     L+4.75 %      7.27 %      4/3/2024       4,887       4,893  
PVHC Holding Corp     L+4.75 %      7.57 %      8/5/2024       3,317       3,333  
PVHC Holding Corp (Delayed Draw)(c)     L+4.75 %      7.57 %      8/5/2024       425        
                         8,629       8,226  
Energy: Oil & Gas
                                            
Drilling Info Holdings, Inc.     L+4.25 %      6.77 %      7/30/2025       4,307       4,296  
Drilling Info Holdings, Inc. (Delayed Draw)(c)     L+4.25 %      6.77 %      7/30/2025       350        
                         4,657       4,296  
Healthcare & Pharmaceuticals
                                            
LSCS Holdings, Inc.     L+4.25 %      6.77 %      3/17/2025       2,328       2,316  
LSCS Holdings, Inc.     L+4.25 %      6.96 %      3/17/2025       601       598  
Radiology Partners, Inc.     L+4.25 %      6.87 %      7/9/2025       4,988       4,900  
Solara Medical Supplies, LLC     L+6.00 %      8.52 %      5/31/2023       5,571       5,594  
Solara Medical Supplies, LLC (Delayed Draw)(c)     L+6.00 %      8.52 %      5/31/2023       1,071        
Solara Medical Supplies, LLC (Revolver)(c)     L+6.00 %      8.52 %      5/31/2023       714        
                         15,273       13,408  
High Tech Industries
                                            
AQA Acquisition Holding, Inc.     L+4.25 %      7.05 %      5/24/2023       3,325       3,308  
Corel Corporation(d)     L+5.00 %      7.71 %      6/4/2024       3,786       3,749  
Gigamon, Inc.     L+4.25 %      7.05 %      12/27/2024       2,970       2,933  
TGG TS Acquisition Company(d)     L+6.50 %      9.02 %      12/12/2025       4,400       4,241  
                         14,481       14,231  
Media: Advertising, Printing & Publishing
                                            
Cadent, LLC     L+5.25 %      7.71 %      9/11/2023       4,988       4,975  
Cadent, LLC (Revolver)(c)     L+5.25 %      7.71 %      9/11/2023       167        
                         5,155       4,975  
Media: Diversified & Production
                                            
Research Now Group, Inc. and Survey Sampling International, LLC     L+5.50 %      8.02 %      12/20/2024       6,930       6,817  
                         6,930       6,817  

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Portfolio Company(a)   Spread Above
Index(b)
  Interest
Rate(b)
  Maturity   Principal   Fair Value
Services: Business
                                            
CHA Holdings, Inc.     L+4.50 %      7.30 %      4/10/2025       2,043     $ 2,041  
CHA Holdings, Inc. (Delayed Draw)(c)     L+4.50 %      7.30 %      4/10/2025       446        
Eliassen Group, LLC     L+4.50 %      7.02 %      11/5/2024       2,500       2,475  
Engage2Excel, Inc.     L+6.50 %      8.93 %      3/7/2023       4,342       4,320  
Engage2Excel, Inc. (Revolver)(c)     L+6.50 %      8.95 %      3/7/2023       545       155  
GI Revelation Acquisition LLC     L+5.00 %      7.52 %      4/16/2025       1,393       1,374  
North Haven CA Holdings, Inc.     L+4.50 %      7.02 %      9/29/2023       5,000       4,972  
Orion Business Innovation     L+4.50 %      7.17 %      10/21/2024       1,931       1,919  
Orion Business Innovation (Delayed Draw)(c)     L+4.50 %      7.17 %      10/21/2024       565        
Output Services Group, Inc.     L+4.25 %      6.77 %      3/27/2024       4,965       4,828  
SIRVA Worldwide, Inc.     L+5.50 %      8.02 %      8/4/2025       2,000       1,965  
The Kleinfelder Group, Inc.(d)     L+4.75 %      7.27 %      11/29/2024       2,500       2,475  
                         28,230       26,524  
Services: Consumer
                                            
Cambium Learning Group, Inc.(d)     L+4.50 %      7.02 %      12/18/2025       5,000       4,769  
LegalZoom.com, Inc.     L+4.50 %      7.00 %      11/21/2024       2,749       2,708  
WeddingWire, Inc.(d)     L+4.50 %      7.02 %      12/19/2025       1,167       1,149  
                         8,916       8,626  
Telecommunications
                                            
Intermedia Holdings, Inc.     L+6.00 %      8.52 %      7/21/2025       1,833       1,831  
Mavenir Systems, Inc.     L+6.00 %      8.39 %      5/8/2025       3,980       3,968  
                         5,813       5,799  
Utilities: Oil & Gas
                                            
NGS US Finco, LLC     L+4.25 %      6.76 %      10/1/2025       1,750       1,746  
                         1,750       1,746  
Wholesale
                                            
BMC Acquisition, Inc.     L+5.25 %      8.13 %      12/30/2024       4,950       4,962  
Halo Buyer, Inc.     L+4.50 %      7.02 %      6/27/2025       3,501       3,431  
Halo Buyer, Inc.     L+4.50 %      7.02 %      6/27/2025       1,474       1,445  
                         9,925       9,838  
TOTAL INVESTMENTS                           $ 172,341  

(a) All investments are U.S. companies, except for Loparex International B.V.
(b) The majority of investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” of “L”) or Prime (“P”) which reset daily, monthly, quarterly or semiannually. We have provided the spread over LIBOR or Prime and the current contractual rate of interest in effect at December 31, 2018. Certain investment are subject to a LIBOR or Prime interest rate floor.
(c) All or a portion of this commitment was unfunded as of December 31, 2018. Principal reflects the commitment outstanding.
(d) Investment position or portion thereof unsettled as of December 31, 2018.

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MRCC SENIOR LOAN FUND I, LLC
SCHEDULE OF INVESTMENTS
December 31, 2017
(in thousands)

         
Portfolio Company(a)   Spread Above
Index(b)
  Interest
Rate(b)
  Maturity   Principal   Fair Value
Non-Controlled/Non-Affiliate Company Investments
                                            
Senior Secured Loans
                                            
Banking, Finance, Insurance & Real Estate
                                            
Clearent Holdings LLC and Clearent, LLC(c)     P+3.75 %      8.25 %      1/2/2024       1,056     $ 1,045  
Clearent Holdings LLC and Clearent, LLC(c)     P+3.75 %      8.25 %      1/2/2024       1,257       1,244  
Clearent Holdings LLC and Clearent, LLC(c)(d)     P+3.75 %      8.25 %      1/2/2024       208        
                         2,521       2,289  
Beverage, Food & Tobacco
                                            
Il Fornaio (America) Corporation     L+6.50 %      8.07 %      11/10/2022       5,000       5,008  
US Salt, LLC(c)     L+4.75 %      6.18 %      11/30/2023       3,500       3,500  
                         8,500       8,508  
Consumer Goods: Non-Durable
                                            
Solaray, LLC     L+6.50 %      8.02 %      9/11/2023       1,625       1,625  
Solaray, LLC (Delayed Draw)(d)     L+6.50 %      8.02 %      9/11/2023       1,875        
                         3,500       1,625  
High Tech Industries
                                            
Gigamon, Inc.(c)     L+4.50 %      6.03 %      12/27/2024       3,000       2,985  
                         3,000       2,985  
Media: Diversified & Production
                                            
Research Now Group, Inc. and Survey Sampling International, LLC(c)     L+5.50 %      7.13 %      12/20/2024       7,000       6,714  
                         7,000       6,714  
Services: Consumer
                                            
LegalZoom.com, Inc.(c)     L+4.50 %      5.94 %      11/21/2024       2,000       2,005  
                         2,000       2,005  
Wholesale
                                            
BMC Acquisition, Inc.(c)     L+5.25 %      6.94 %      12/28/2024       5,000       5,000  
                         5,000       5,000  
TOTAL INVESTMENTS                           $ 29,126  

(a) All investments are U.S. companies.
(b) The majority of investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) or Prime Rate (“Prime” or “P”) which reset daily, monthly, quarterly or semiannually. We have provided the spread over LIBOR or Prime and the current contractual rate of interest in effect at December 31, 2017. Certain investments are subject to a LIBOR or Prime interest rate floor.
(c) Investment position or portion thereof unsettled as of December 31, 2017.

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(d) All or a portion of this commitment was unfunded as of December 31, 2017. Principal reflects the commitment outstanding.

Below is certain summarized financial information for SLF as of and for the years ended December 31, 2018 and 2017 (in thousands):

   
  December 31, 2018   December 31, 2017
Assets
                 
Investments, at fair value   $ 172,341     $ 29,126  
Cash     448       12,504  
Restricted cash     3,838        
Interest receivable     456       11  
Other assets     39        
Total assets     177,122       41,641  
Liabilities
                 
Revolving credit facility     101,060        
Less: Unamortized deferred financing costs     (1,625 )       
Total debt, less unamortized deferred financing costs     99,435        
Payable for open trades     21,746       22,304  
Interest payable     457        
Accounts payable and accrued expenses     216       57  
Total liabilities     121,854       22,361  
Members’ capital     55,268       19,280  
Total liabilities and members’ capital   $ 177,122     $ 41,641  

   
  For the years
ended December 31,
     2018   2017(1)
Investment income:
                 
Interest income   $ 7,288     $ 39  
Total investment income     7,288       39  
Expenses:
                 
Interest and other debt financing expenses     2,849        
Organizational costs     11       39  
Professional fees     312       45  
Total expenses     3,172       84  
Net investment income (loss)     4,116       (45 ) 
Net gain (loss):
                 
Net realized gain (loss)     7        
Net change in unrealized gain (loss)     (85 )      325  
Net gain (loss)     (78 )      325  
Net increase (decrease) in members’ capital   $ 4,038     $ 280  

(1) SLF commenced operations on November 14, 2017.

Related Party Transactions

We have a number of business relationships with affiliated or related parties, including the following:

We have an Investment Advisory and Management Agreement with MC Advisors, an investment advisor registered with the SEC, to manage our day-to-day operating and investing activities. We pay MC Advisors a fee for its services under the Investment Advisory and Management Agreement

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consisting of two components — a base management fee and an incentive fee. See Note 6 to our consolidated financial statements and “Significant Accounting Estimates and Critical Accounting Policies — Capital Gains Incentive Fee” for additional information.
We have an Administration Agreement with MC Management to provide us with the office facilities and administrative services necessary to conduct our day-to-day operations. See Note 6 to our consolidated financial statements for additional information.
SLF has an Administration Agreement with MC Management to provide SLF with certain loan servicing and administrative functions. SLF may reimburse MC Management for its allocable share of overhead and other expenses incurred by MC Management. SLF has incurred $72 thousand of allocable expenses through December 31, 2018.
Theodore L. Koenig, our Chief Executive Officer and Chairman of our Board is also a manager of MC Advisors and the President and Chief Executive Officer of MC Management. Aaron D. Peck, our Chief Financial Officer and Chief Investment Officer, serves as a director on our Board and is also a managing director of MC Management.
We have a license agreement with Monroe Capital LLC, under which Monroe Capital LLC has agreed to grant us a non-exclusive, royalty-free license to use the name “Monroe Capital” for specified purposes in our business.

In addition, we have adopted a formal code of ethics that governs the conduct of MC Advisors’ officers, directors and employees. Our officers and directors also remain subject to the duties imposed by both the 1940 Act and Maryland General Corporation Law.

Contractual Obligations and Off-Balance Sheet Arrangements

The following table shows our significant contractual payment obligations for repayment as of December 31, 2018 (in thousands):

         
  Total   Less than
1 year
  1 – 3 years   3 – 5 years   More than
5 years
Revolving credit facility   $ 136,026     $     $ 136,026     $     $  
2023 Notes     69,000                   69,000        
SBA debentures payable     115,000                         115,000  
Unfunded commitments (1)     56,041       56,041                    
Total contractual obligations   $ 376,067     $ 56,041     $ 136,026     $ 69,000     $ 115,000  

(1) Unfunded commitments represent all amounts unfunded, excluding our investments in SLF, as of December 31, 2018. These amounts may or may not be funded to the borrowing party now or in the future. The unfunded commitments relate to loans with various maturity dates, but we are showing this amount in the less than one year category as this entire amount was eligible for funding to the borrowers as of December 31, 2018.

We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the consolidated statements of assets and liabilities. As of December 31, 2018 and 2017, we had outstanding commitments to fund investments, excluding investments in SLF, totaling $56.0 million and $41.2 million, respectively. As of December 31, 2018 and 2017, we have unfunded commitments to SLF of $22.8 million and $40.5 million, respectively, that may be contributed primarily for the purpose of funding new investments approved by the SLF investment committee. Drawdowns of the commitments to SLF require explicit authorization of our representatives on SLF’s board of managers. Additionally, we have entered into certain contracts with other parties that contain a variety of indemnifications. Our maximum exposure under these arrangements is unknown. However, we have not experienced claims or losses pursuant to these contracts and believe the risk of loss related to such indemnifications to be remote.

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If any of the contractual obligations discussed above are terminated, our costs under any new agreements that we enter into may increase.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Market Trends

We have identified the following trends that may affect our business:

Target Market:  We believe that small and middle-market companies in the United States with annual revenues between $10.0 million and $2.5 billion represent a significant growth segment of the U.S. economy and often require substantial capital investments to grow. Middle-market companies have generated a significant number of investment opportunities for investment funds managed or advised by Monroe Capital, and we believe that this market segment will continue to produce significant investment opportunities for us.

Specialized Lending Requirements:   We believe that several factors render many U.S. financial institutions ill-suited to lend to U.S. middle-market companies. For example, based on the experience of our management team, lending to U.S. middle-market companies (1) is generally more labor intensive than lending to larger companies due to the smaller size of each investment and the fragmented nature of information for such companies, (2) requires due diligence and underwriting practices consistent with the demands and economic limitations of the middle-market and (3) may also require more extensive ongoing monitoring by the lender.

Demand for Debt Capital:   We believe there is a large pool of uninvested private equity capital for middle-market companies. We expect private equity firms will seek to leverage their investments by combining equity capital with senior secured loans and mezzanine debt from other sources, such as us.

Competition from Other Lenders:   We believe that many traditional bank lenders, in recent years, de-emphasized their service and product offerings to middle-market businesses in favor of lending to large corporate clients and managing capital market transactions. In addition, many commercial banks face significant balance sheet constraints as they seek to build capital and meet future regulatory capital requirements. These factors may result in opportunities for alternative funding sources to middle-market companies and therefore drive increased new investment opportunities for us. Conversely, there is increased competitive pressure in the BDC and investment company marketplace for senior and subordinated debt which could result in lower yields for increasingly riskier assets.

Pricing and Deal Structures:   We believe that the volatility in global markets over the last several years and current macroeconomic issues such as a weakened U.S. economy has reduced access to, and availability of, debt capital to middle-market companies, causing a reduction in competition and generally more favorable capital structures and deal terms. Recent capital raises in the BDC and investment company marketplace have created increased competition; however, we believe that current market conditions may continue to create favorable opportunities to invest at attractive risk-adjusted returns.

Recent Developments

On March 5, 2019, the Board declared a quarterly distribution of $0.35 per share payable on March 29, 2019 to holders of record on March 15, 2019.

On March 1, 2019, we amended and restated our revolving credit facility (as amended and restated, the “Amended Credit Agreement”). Among other things, the Amended Credit Agreement increases the size of the facility from $200.0 million to $255.0 million (with an accordion feature that permits us, under certain circumstances, to increase the size of the facility up to $400.0 million), extends the period during which we may make draws under the revolving credit facility from expiring on December 14, 2019 to expiring on March 1, 2023, extends the final maturity date from December 14, 2020 to March 1, 2024, lowers the interest rate margins (a) for LIBOR loans (which may be one, three or six month, at our option), from 2.75% to 2.375% and (b) for alternate base rate loans, from 1.75% to 1.375%, reduced the asset coverage covenant

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from 2.1 to 1 to 1.5 to 1, replaced the consolidated interest coverage ratio with a minimum senior debt coverage ratio of 2 to 1 (in addition to the asset coverage ratio noted above), and increased the advance rate against certain types of assets in our portfolio.

The facility continues to be secured by substantially all of our assets (excluding, among other things, investments held in and by our wholly-owned subsidiary, MRCC SBIC). The Amended Credit Agreement and related agreements governing the facility required us to, among other things, (i) make representations and warranties regarding the collateral as well as our business and operations, (ii) agree to certain indemnification obligations, and (iii) agree to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar revolving credit facilities, including the covenants noted above and covenants related to (A) limitations on the incurrence of additional indebtedness and liens, (B) limitations on certain investments, (C) limitations on certain asset transfers and restricted payments, (D) maintaining a minimum liquidity and net worth and (E) limitations on the creation or existence of agreements that prohibit liens on certain of our properties and certain of our subsidiaries. The Amended Credit Agreement and related documents also include usual and customary default provisions such as the failure to make timely payments under the facility, the occurrence of a change in control, and our failure to materially perform under the Amended Credit Agreement and related agreements governing the facility, which, if not complied with, could accelerate repayment under the facility, thereby materially and adversely affecting our liquidity, financial condition and results of operations.

In addition to the asset coverage and senior debt coverage ratios described above, borrowings under the Amended Credit Agreement (and the incurrence of certain other permitted debt) will continue to be subject to compliance with a borrowing base that will apply different advance rates to different types of assets in our portfolio. Borrowings under the Amended Credit Agreement will continue to be subject to the facility’s various covenants and the leverage restrictions contained in the 1940 Act.

On March 21, 2019, we completed an offering of $40,000,000 in additional aggregate principal amount of our 5.75% Notes due 2023 in a registered direct offering to institutional investors (the “Notes”) at a public offering price of $24.75 per unit. Aggregate placement agent fees were $0.5 million and offering expenses were approximately $0.4 million, resulting in net proceeds of approximately $38.7 million. The Notes are a further issuance of the 2023 Notes issued by us on September 12, 2018. The Notes mature on October 31, 2023, and may be redeemed in whole or in part at any time, or from time to time, at the Company’s option on or after October 31, 2020. The Notes bear interest at a rate of 5.75% per year, payable quarterly on January 31, April 30, July 31 and October 31 of each year, beginning on April 30, 2019.

Significant Accounting Estimates and Critical Accounting Policies

Revenue Recognition

We record interest and fee income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt securities with contractual PIK interest, we do not accrue PIK interest if the portfolio company valuation indicates that such PIK interest is not collectible. We do not accrue as a receivable interest on loans and debt securities if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue discount and market discount or premium are capitalized, and we then amortize such amounts using the effective interest method as interest income over the life of the investment. Upon the prepayment of a loan or debt security, any unamortized premium or discount or loan origination fees are recorded as interest income. We record prepayment premiums on loans and debt securities as interest income when we receive such amounts. Interest income is accrued based upon the outstanding principal amount and contractual terms of debt and preferred equity investments. Interest is accrued on a daily basis. All other income is recorded into income when earned. We record fees on loans based on the determination of whether the fee is considered a yield enhancement or payment for a service. If the fee is considered a yield enhancement associated with a funding of cash on a loan, the fee is generally deferred and recognized into interest income using the effective interest method if captured in the cost basis or using the straight-line method if the loan is unfunded and therefore there is no cost basis. If the fee is not considered a yield enhancement because a service was provided, and the fee is payment for that service, the fee is deemed earned and recognized as fee income in the period the service has been completed.

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Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies. Each distribution received from limited liability company (“LLC”) and limited partnership (“LP”) investments is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, we will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.

Valuation of Portfolio Investments

As a BDC, we generally invest in illiquid securities including debt and, to a lesser extent, equity securities of middle-market companies. Under procedures established by our Board, we value investments for which market quotations are readily available and within a recent date at such market quotations. When doing so, we determine whether the quote obtained is sufficient in accordance with generally accepted accounting principles in the United States of America (“GAAP”) to determine the fair value of the security. Debt and equity securities that are not publicly traded or whose market prices are not readily available or whose market prices are not regularly updated are valued at fair value as determined in good faith by our Board. Such determination of fair values may involve subjective judgments and estimates. Investments purchased within 60 days of maturity are valued at cost plus accreted discount, or minus amortized premium, which approximates fair value.

Our Board is ultimately and solely responsible for determining the fair value of the portfolio investments that are not publicly traded, whose market prices are not readily available on a quarterly basis in good faith or any other situation where portfolio investments require a fair value determination. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by our Board using a documented valuation policy and a consistently applied valuation process. 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 differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

With respect to investments for which market quotations are not readily available, our Board undertakes a multi-step valuation process each quarter, as described below:

the quarterly valuation process begins with each portfolio company or investment being initially evaluated and rated by the investment professionals responsible for the credit monitoring of the portfolio investment;
our Board engages one or more independent valuation firm(s) to conduct fair value appraisals of material investments for which market quotations are not readily available. These fair value appraisals for material investments are received at least once in every calendar year for each portfolio company investment, but are generally received quarterly;
to the extent an independent valuation firm is not engaged to conduct an investment appraisal on an investment for which market quotations are not readily available, the investment will be valued by the MC Advisors investment professional responsible for the credit monitoring;
preliminary valuation conclusions are then documented and discussed with the investment committee;
our audit committee of the Board reviews the preliminary valuations of MC Advisors and of the independent valuation firm(s) and responds and supplements the valuation recommendations to reflect any comments; and
our Board discusses these valuations and determines the fair value of each investment in the portfolio in good faith, based on the input of MC Advisors, the independent valuation firm(s) and the audit committee.

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The Board generally uses the income approach to determine fair value, as long as it is appropriate. If there is deterioration in credit quality or a debt investment is in workout status, we may consider other factors in determining the fair value, including the value attributable to the debt investment from the enterprise value of the portfolio company or the proceeds that would be received in a liquidation analysis. This liquidation analysis may also include probability weighting of alternative outcomes. We generally consider our debt to be performing loans if the borrower is not in default, the borrower is remitting payments in a timely manner, the loan is in covenant compliance and is otherwise not deemed to be impaired. In determining the fair value of the performing debt, we consider fluctuations in current interest rates, trends in yields of debt instruments with similar credit ratings, financial condition of the borrower, economic conditions and other relevant factors, both qualitative and quantitative. In the event that a debt instrument is not performing, as defined above, we will evaluate the value of the collateral utilizing the same framework described above for a performing loan to determine the value of the debt instrument.

Under the income approach, we utilize discounted cash flow models to determine the present value of the future cash flow streams of our debt investments, based on future interest and principal payments as set forth in the associated loan agreements. In determining fair value under the income approach, we also consider the following factors: applicable market yields and leverage levels, credit quality, prepayment penalties, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, and changes in the interest rate environment and the credit markets that generally may affect the price at which similar investments may be made.

Under the market approach, we typically use the enterprise value methodology to determine the fair value of an investment. There is no one methodology to estimate enterprise value and, in fact, for any one portfolio company, enterprise value is generally best expressed as a range of values, from which we derive a single estimate of enterprise value. In estimating the enterprise value of a portfolio company, we analyze various factors consistent with industry practice, including but not limited to original transaction multiples, the portfolio company’s historical and projected financial results, applicable market trading and transaction comparables, applicable market yields and leverage levels, the nature and realizable value of any collateral, the markets in which the portfolio company does business, and comparisons of financial ratios of peer companies that are public. Typically, the enterprise values of private companies are based on multiples of earnings before interest, income taxes, depreciation and amortization (“EBITDA”), cash flows, net income, revenues, or in limited cases, book value.

In addition, for certain debt investments, we may base our valuation on indicative bid and ask prices provided by an independent third-party pricing service. Bid prices reflect the highest price that we and others may be willing to pay. Ask prices represent the lowest price that we and others may be willing to accept. We generally use the midpoint of the bid/ask range as our best estimate of fair value of such investment.

Net Realized Gains or Losses and Net Change in Unrealized Gain or Loss

We measure realized gains or losses by the difference between the net proceeds from the sale and the amortized cost basis of the investment, without regard to unrealized gain or loss previously recognized. Net change in unrealized gain or loss reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized gain or loss, when gains or losses are realized. Additionally, we do not isolate the portion of the change in fair value resulting from foreign currency exchange rate fluctuations from the changes in fair values of the underlying investment. All fluctuations in fair value are included in net change in unrealized gain (loss) on our consolidated statements of operations. We report changes in the fair value of secured borrowings that are measured at fair value as a component of the net change in unrealized gain (loss) on secured borrowings in the consolidated statements of operations. The impact resulting from changes in foreign exchange rates on the revolving credit facility borrowings is included in net change in unrealized gain (loss) on foreign currency and other transactions.

Capital Gains Incentive Fee

Pursuant to the terms of the Investment Advisory and Management Agreement with MC Advisors, the incentive fee on capital gains earned on liquidated investments of our portfolio is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory and administrative services agreement). This fee equals 20% of our incentive fee capital gains (i.e., our realized capital gains on

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a cumulative basis from inception, calculated as of the end of the applicable period, net of all realized capital losses and unrealized capital depreciation on a cumulative basis), less the aggregate amount of any previously paid capital gains incentive fees. On a quarterly basis, we accrue for the capital gains incentive fee by calculating such fee as if it were due and payable as of the end of such period.

While the Investment Advisory and Management Agreement with MC Advisors neither includes nor contemplates the inclusion of unrealized gains in the calculation of the capital gains incentive fee, pursuant to an interpretation of an American Institute for Certified Public Accountants Technical Practice Aid for investment companies, we include unrealized gains in the calculation of the capital gains incentive fee expense and related accrued capital gains incentive fee. This accrual reflects the incentive fees that would be payable to MC Advisors if our entire portfolio was liquidated at its fair value as of the balance sheet date even though MC Advisors is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.

During the year ended December 31, 2018, we did not accrue any capital gains incentive fees. During the year ended December 31, 2017, we had a reduction in accrued capital gains incentive fees of $0.2 million, primarily as a result of net declines in portfolio valuations. During the year ended December 31, 2016, we accrued capital gains incentive fees of $0.2 million based on the performance of our portfolio, none of which was payable to MC Advisors.

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) (“ASU 2014-09”). The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

ASU 2014-09 also specified the accounting for some costs to obtain or fulfill a contract with a customer. In addition, ASU 2014-09 requires that an entity disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The initial effective date of ASU 2014-09 was for fiscal periods beginning after December 15, 2016. However, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (ASC Topic 606): Deferral of the Effective Date, which deferred the effective date to fiscal periods beginning after December 15, 2017. We adopted ASU 2014-09 on January 1, 2018 and the adoption did not have a material impact on our consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 retains many current requirements for the classification and measurement of financial instruments; however, it significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. ASU 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. This guidance was effective for annual and interim periods beginning after December 15, 2017, and early adoption was not permitted for public business entities. We adopted ASU 2016-01 on January 1, 2018, and the adoption did not have a material impact on our consolidated financial statements for the periods presented.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The primary objective of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements in the notes to the financial statements. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted. We are currently evaluating the impact these changes will have on our consolidated financial statements and disclosures.

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In August 2018, the SEC issued Final Rule Release No. 33-10532, Disclosure Update and Simplification, which amends certain SEC disclosure requirements that have become redundant, duplicative, overlapping, outdated, or superseded, in light of other SEC disclosure requirements, U.S. GAAP requirements, or changes in the information environment. As it pertains to MRCC, the amendments include certain presentation changes to the net assets section of the consolidated statements of assets and liabilities and the consolidated statements of changes in net assets (among other changes). The amendments are effective for all filings submitted on or after November 5, 2018. We have adopted the final rules, and the adoption did not have a material impact on our consolidated financial statements.

Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including changes in interest rates. The majority of the loans in our portfolio have floating interest rates, and we expect that our loans in the future may also have floating interest rates. These loans are usually based on a floating LIBOR and typically have interest rate re-set provisions that adjust applicable interest rates under such loans to current market rates on a monthly or quarterly basis. The majority of the loans in our current portfolio have interest rate floors which will effectively convert the loans to fixed rate loans in the event interest rates decrease. In addition, our revolving credit facility has a floating interest rate provision, whereas our SBA debentures and the 2023 Notes have fixed interest rates until maturity. We expect that other credit facilities into which we enter in the future may have floating interest rate provisions.

Assuming that the consolidated statement of financial condition as of December 31, 2018 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (in thousands):

     
Change in Interest Rates   Increase
(decrease)
in interest
income
  Increase
(decrease)
in interest
expense
  Net increase
(decrease)
in investment
income
Down 25 basis points   $ (1,243 )    $ (340 )    $ (903 ) 
Up 100 basis points     5,030       1,360       3,670  
Up 200 basis points     10,053       2,720       7,333  
Up 300 basis points     15,076       4,081       10,995  

Although we believe that this analysis is indicative of our existing sensitivity to interest rate changes, it does not adjust for changes in the credit market, credit quality, the size and composition of the assets in our portfolio and other business developments, including borrowing under the credit facility or other borrowings that could affect net increase in net assets resulting from operations, or net income. Accordingly, we can offer no assurances that actual results would not differ materially from the analysis above.

We may in the future hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts to the extent permitted under 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 the investments in our portfolio with fixed interest rates or interest rate floors.

We may also have exposure to foreign currencies (currently the Great Britain pound) related to certain investments. Such investments are translated into U.S. dollars based on the spot rate at each balance sheet date, exposing us to movements in the exchange rate. In order to reduce our exposure to fluctuations in exchange rates, we generally borrow in Great Britain pounds under our revolving credit facility to finance such investments. As of December 31, 2018, we have non-U.S. dollar borrowings denominated in Great Britain pounds of £14.8 million ($18.9 million U.S. dollars) outstanding under the revolving credit facility. We may also enter into foreign currency forward contracts to mitigate foreign currency exposure. As of December 31, 2018 we had foreign currency forward contracts in place for £2.6 million associated with future interest payments on certain investments.

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Senior Securities

Information about our senior securities is shown in the following table as of December 31, 2018 and for the years indicated in the table (dollars in thousands). This annual information has been derived from our audited consolidated financial statements for each respective period, which have been audited by RSM US LLP, our independent registered public accounting firm, and are included elsewhere in this prospectus. RSM US LLP’s report on the senior securities table as of December 31, 2018 is attached as an exhibit to the registration statement of which this prospectus is a part.

       
Class and Year   Total Amount
Outstanding
Exclusive of
Treasury
Securities(1)
  Asset
Coverage
per Unit(2)
  Involuntary
Liquidating
Preference
per Unit(3)
  Average
Market Value
per Unit(4)
Revolving Credit Facility
                                   
December 31, 2018   $ 136,026     $ 3,410             N/A  
December 31, 2017     117,092       3,380             N/A  
December 31, 2016     129,000       2,877             N/A  
December 31, 2015     123,700       2,512             N/A  
December 31, 2014     82,300       2,675             N/A  
December 31, 2013     76,000       2,922             N/A  
December 31, 2012     55,000       2,521             N/A  
5.75% Notes due 2023
                                   
December 31, 2018   $ 69,000     $ 6,722             N/A  
Secured borrowings(5)
                                   
December 31, 2018   $     $           $  
December 31, 2017                       N/A  
December 31, 2016(6)     1,320       281,189             N/A  
December 31, 2015(7)     2,535       122,592             N/A  
December 31, 2014(8)     4,134       53,259             N/A  
December 31, 2013(9)     7,997       27,772             N/A  
December 31, 2012                       N/A  
Total
                                   
December 31, 2018   $ 205,026     $ 2,262             N/A  
December 31, 2017     117,092       3,380             N/A  
December 31, 2016     130,320       2,848             N/A  
December 31, 2015     126,235       2,462             N/A  
December 31, 2014     86,434       2,547             N/A  
December 31, 2013     83,997       2,644             N/A  
December 31, 2012     55,000       2,521             N/A  

(1) Total amount of each class of senior securities outstanding at the end of the period presented.
(2) The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated 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 $1,000 to determine the Asset Coverage per Unit. On October 2, 2014, we received exemptive relief from the SEC to permit us to exclude the debt of MRCC SBIC guaranteed by the SBA from our asset coverage test under the 1940 Act.
(3) The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.
(4) Not applicable, as senior securities are not registered for public trading.

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(5) Certain partial loan sales do not qualify for sale accounting under ASC Topic 860 — Transfers and Servicing (“ASC Topic 860”) because these sales do not meet the definition of a “participating interest,” as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest remain as an investment on the accompanying consolidated statements of assets and liabilities and the portion sold is recorded as a secured borrowing in the liabilities section of the consolidated statements of assets and liabilities. Amounts presented in this table represent the par amount outstanding.
(6) The secured borrowings have a weighted average stated interest rate of 6.26%, a weighted average years to maturity of 1.0 year and a fair value as of December 31, 2016 of $1,314.
(7) The secured borrowings have a weighted averaged stated interest rate of 5.75%, a weighted average years to maturity of 2.0 years and a fair value as of December 31, 2015 of $2,476.
(8) The secured borrowings have a weighted averaged stated interest rate of 5.45%, a weighted average years to maturity of 3.0 years and a fair value as of December 31, 2014 of $4,008.
(9) The secured borrowings have a weighted averaged stated interest rate of 4.33%, a weighted average years to maturity of 4.0 years and a fair value as of December 31, 2013 of $7,943.

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BUSINESS

General

We are an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company under the 1940 Act and has elected to be treated as a RIC for tax purposes under Subchapter M of the Code commencing with our taxable year ended December 31, 2012. We focus on providing financing solutions primarily to lower middle-market companies in the United States and Canada. We provide customized financing solutions focused primarily on senior secured, junior secured and unitranche secured (a combination of senior secured and junior secured debt in the same facility in which we syndicate a “first out” portion of the loan to an investor and retain a “last out” portion of the loan) debt and, to a lesser extent, unsecured subordinated debt and equity, including equity co-investments in preferred and common stock and warrants.

Our investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through investment in senior secured, unitranche secured and junior secured debt and, to a lesser extent, unsecured subordinated debt and equity investments. Unitranche secured debt is an instrument that combines both senior and junior secured debt into one facility. The “first out” portion of the loan will generally receive priority with respect to payments of principal, interest and any other amounts due thereunder. Unitranche secured debt is often used to finance leveraged buyouts and generally has an interest rate higher than that of typical senior debt, but lower than typical junior debt. Our unitranche secured loans will also expose us to the risks associated with second lien and subordinated loans and may limit our recourse or ability to recover collateral upon a portfolio company’s bankruptcy. We seek to use our extensive leveraged finance origination infrastructure and broad expertise in sourcing loans to invest in primarily senior secured, unitranche secured and junior secured debt of middle-market companies. We believe that our primary focus on lending to lower middle-market companies offers several advantages as compared to lending to larger companies, including more attractive economics, lower leverage, more comprehensive and restrictive covenants, more expansive events of default, relatively small debt facilities that provide us with enhanced influence over our borrowers, direct access to borrower management and improved information flow.

Since the consummation of our initial public offering, we have grown the fair value of our portfolio of investments to approximately $553.6 million at December 31, 2018. Our portfolio at December 31, 2018 consists of 74 different portfolio companies and holdings include senior secured, junior secured and unitranche secured debt and equity investments. As of December 31, 2018, we have borrowed $136.0 million under our revolving credit facility, we have $69.0 million in aggregate principal amount of senior unsecured notes outstanding and we have drawn $115.0 million in SBA debentures to finance the purchase of our assets.

Our investments will generally range between $2.0 million and $18.0 million each, although this investment size may vary proportionately with the size of our capital base. As of December 31, 2018, our portfolio included approximately 79.3% senior secured debt, 10.6% unitranche secured debt, 3.8% junior secured debt and 6.3% equity securities. We expect that the companies in which we invest may be leveraged, often as a result of leveraged buy-outs or other recapitalization transactions, and, in certain cases, will not be rated by national ratings agencies. If such companies were rated, we believe that they would typically receive a rating below investment grade (between BB and CCC under the Standard & Poor’s system) from the national rating agencies.

While our primary focus is to maximize current income and capital appreciation through debt investments in thinly traded or private U.S. companies, we may invest a portion of the portfolio in opportunistic investments in order to seek to enhance returns to stockholders. Such investments may include investments in high-yield bonds, distressed debt, private equity or securities of public companies that are not thinly traded and securities of middle-market companies located outside of the United States. We expect that these public companies generally will have debt securities that are non-investment grade.

Our Advisor

Our investment activities are managed by our investment advisor, MC Advisors. MC Advisors is responsible for sourcing potential investments, conducting research and due diligence on prospective investments and their private equity sponsors, analyzing investment opportunities, structuring our investments

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and managing our investments and portfolio companies on an ongoing basis. MC Advisors was organized in February 2011 and is a registered investment adviser under the Advisers Act.

Under the Investment Advisory Agreement, we pay MC Advisors a base management fee and an incentive fee for its services. See “Management and Other Agreements — Investment Advisory Agreement — Management and Incentive Fee” for a discussion of the base management fee and incentive fee payable by us to MC Advisors. While not expected to review or approve each investment, our independent directors periodically review MC Advisors’ services and fees as well as its portfolio management decisions and portfolio performance. In connection with these reviews, our independent directors consider whether our fees and expenses (including those related to leverage) remain appropriate.

MC Advisors seeks to capitalize on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Monroe Capital’s investment professionals. The senior management team of Monroe Capital, including Theodore L. Koenig and Aaron D. Peck, provides investment services to MC Advisors pursuant to the Staffing Agreement. Messrs. Koenig and Peck have developed a broad network of contacts within the investment community and average more than 30 years of experience investing in debt and equity securities of lower middle-market companies. In addition, Messrs. Koenig and Peck have extensive experience investing in assets that constitute our primary focus and have expertise in investing throughout all periods of the economic cycle. MC Advisors is an affiliate of Monroe Capital and is supported by experienced investment professionals of Monroe Capital under the terms of the Staffing Agreement. Monroe Capital’s core team of investment professionals has an established track record in sourcing, underwriting, executing and monitoring transactions. From Monroe Capital’s formation in 2004 through December 31, 2018, Monroe Capital’s investment professionals invested in over 1,275 loan and related investments with an aggregate principal value of over $10.5 billion.

In addition to their roles with Monroe Capital and MC Advisors, Messrs. Koenig and Peck serve as interested directors. Mr. Koenig has more than 30 years of experience in structuring, negotiating and closing transactions on behalf of asset-backed lenders, commercial finance companies, financial institutions and private equity investors at organizations including Monroe Capital, which Mr. Koenig founded in 2004, and Hilco Capital LP, where he led investments in over 20 companies in the lower middle-market. Mr. Peck has more than 25 years of public company management, leveraged finance and commercial lending experience at organizations, including Deerfield Capital Management LLC, Black Diamond Capital Management LLC and Salomon Smith Barney Inc. See “Management — Biographical Information — Interested Directors.”

Messrs. Koenig and Peck are joined on the investment committee of MC Advisors by Michael J. Egan and Jeremy T. VanDerMeid, each of whom is a senior investment professional at Monroe Capital. Mr. Egan has more than 30 years of experience in commercial finance, credit administration and banking at organizations including Hilco Capital, The CIT Group/Business Credit, Inc., The National Community Bank of New Jersey (The Bank of New York) and KeyCorp. Mr. VanDerMeid has more than 20 years of lending and corporate finance experience at organizations including Morgan Stanley Investment Management, Dymas Capital Management Company, LLC and Heller Financial. See “Management — Biographical Information — Investment Committee.”

About Monroe Capital

Monroe Capital, a Delaware limited liability company that was founded in 2004, is a leading lender to middle-market companies. As of December 31, 2018, Monroe Capital had approximately $7.0 billion in assets under management.

Monroe Capital has maintained a continued lending presence in the lower middle-market throughout the most recent economic downturn. The result is an established lending platform that we believe generates consistent primary and secondary deal flow from a network of proprietary relationships and additional deal flow from a diverse portfolio of over 500 current investments. From Monroe Capital’s formation in 2004 through December 31, 2018, Monroe Capital’s investment professionals invested in over 1,275 loans and related investments with an aggregate principal value of over $10.5 billion. The senior investment team of Monroe Capital averages more than 25 years of experience and has developed a proven investment and portfolio management process that has performed through multiple market cycles. In addition, Monroe

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Capital’s investment professionals are supported by administrative and back-office personnel focused on operations, finance, legal and compliance, accounting and reporting, marketing, information technology and office management.

Portfolio Composition

Our investments generally range in size from $2.0 million to $18.0 million. We may also selectively invest in or purchase larger positions, and we generally expect that the size of our larger positions will increase in proportion to the size of our capital base. Pending such investments, we may reduce debt or invest in cash, cash equivalents, U.S. government securities and other high-quality debt investments with a maturity of one year or less. In the future, we may adjust opportunistically the percentage of our assets held in various types of loans, our principal loan sources and the industries to which we have greatest exposure, based on market conditions, the credit cycle, available financing and our desired risk/return profile. The companies in which we invest may be leveraged, often as a result of leveraged buy-outs or other recapitalization transactions, and, in certain cases, will not be rated by national ratings agencies. If such companies were rated, we believe that they would typically receive a rating below investment grade (between BB and CCC under the Standard & Poor’s system) from the national ratings agencies. See “Portfolio Companies” for a description of our current portfolio of investments.

While our primary focus is to maximize current income and capital appreciation through debt investments in thinly traded or private U.S. companies, we may invest a portion of the portfolio in opportunistic investments in order to seek to enhance returns to stockholders. Such investments may include investments in high-yield bonds, distressed debt, private equity or securities of public companies that are not thinly traded and securities of middle-market companies located outside of the United States. We expect that these public companies generally will have debt securities that are non-investment grade.

Market Opportunity

We invest primarily in senior secured, unitranche secured and junior secured debt issued to lower middle-market companies in the United States and, to a lesser extent and in accordance with the limitations on foreign investments in the 1940 Act, Canada. We believe that U.S. and Canadian lower middle-market companies comprise a large, growing and fragmented market that offers attractive financing opportunities. In addition, each of the factors set forth below suggests a large number of prospective lending opportunities for lenders, which should allow us to generate substantial investment opportunities and build an attractive portfolio of investments.

Significant Universe of Potential Borrowers.  According to the U.S. Census Bureau in its 2012 economic census, the most recent figures published by the U.S. Census Bureau, there were approximately 42,600 companies in the United States with annual revenues between $50 million and $2.5 billion, compared with approximately 1,350 companies with revenues greater than $2.5 billion. In addition, we have substantial relationships with commercial banks across the United States. We will have the opportunity to provide debt financing to their networks of middle-market clients while the banks can maintain their client relationships by providing deposit and cash management services. We believe that these relationships, coupled with an extensive network of financial intermediaries, will generate substantial originations in non-private equity-sponsored investments.

Reduced Competition from Bank Lenders.  We believe that many commercial and investment banks have, in recent years, de-emphasized their service and product offerings to middle-market businesses in favor of lending to large corporate clients and managing capital markets transactions. In addition, these lenders may be constrained in their ability to underwrite and hold bank loans for middle-market issuers as they seek to meet existing and future regulatory capital requirements. We believe these factors may result in opportunities for alternative funding sources to middle-market companies and therefore more market opportunities for us.

Robust Demand for Debt Capital.  We believe there is a large pool of uninvested private equity capital available to acquire or recapitalize middle-market companies. We expect that private equity firms will be active investors in middle-market companies and that these private equity firms will seek to supplement their investments with senior secured and junior debt and equity co-investments from other sources, such as us. Although not our primary deal source, private equity firms are one of the many origination channels through which we may source our new loan originations.

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Middle-Market Lending Requirements.  We believe that several factors render many U.S. financial institutions ill-suited to lend to lower middle-market companies. For example, based on the experience of our management team, lending to lower middle-market companies (a) is generally more labor intensive than lending to larger companies due to the smaller size of each investment and the fragmented nature of information regarding such companies, (b) requires due diligence and underwriting practices, including greater and more sustained interaction with management and more detailed and tailored financial analysis, consistent with the demands and economic limitations of the middle-market and (c) may also require more extensive ongoing monitoring by the lender. This dynamic is particularly true with respect to non-private equity-sponsored companies because many middle-market focused business development companies and other finance companies rely substantially on private equity-backed companies for deal flow. As a result, middle-market companies, and non-private equity-sponsored and lower middle-market companies in particular, have historically been served by a limited segment of the lending community.

Attractive Deal Structure and Terms.  In general, based on the experiences of our management team, we believe that lower middle-market companies have less leverage on their balance sheets than large companies. Due to their smaller size, such companies also typically utilize less complicated financing arrangements, leaving them with simpler capital structures than larger companies. These loans also typically involve a small lending group, or club, which facilitates communication among the group, information flow, heightened oversight and monitoring and direct access to borrowers’ management teams as well as opportunities to obtain board seats or board observation rights with borrowers. Club transactions allow lenders in this market to customize covenant and default provisions in loan documents tailored to suit the individual borrowers. We believe this results in a better “fit” for borrowers, easier monitoring and improved overall performance for these investments. Also, we believe that as a percentage of financing transactions into which they enter, lower middle-market companies generally offer more attractive economics than large companies in terms of interest rate, upfront fees and prepayment penalties.

Market Environment.  We believe following the credit crisis, as part of the path of economic recovery, there has been increased competition for new middle-market investments due to some new non-bank finance companies that have entered the market and due to improving financial performance of middle-market companies. However, we believe that the scale and strong market position of Monroe Capital will continue to allow us to find investment opportunities with attractive risk-adjusted returns.

Investment Strategy

Our investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation primarily through investments in senior secured, unitranche secured and junior secured debt and, to a lesser extent, unsecured subordinated debt and equity. We also seek to invest opportunistically in attractively priced, broadly syndicated loans, which should enhance our geographic and industry portfolio diversification and increase our portfolio’s liquidity. We do not target any specific industry, however, as of December 31, 2018, our investments in the High Tech Industries, Services: Business, and Banking, Finance, Insurance & Real Estate industries represented approximately 16.9%, 10.4% and 10.1%, respectively, of the fair value of our portfolio. To achieve our investment objective, we utilize the following investment strategy:

Attractive Current Yield on Investment Portfolio.  We believe our sourcing network allows us to enter into transactions with attractive yields and investment structures. Based on current market conditions and our pipeline of new investments, we expect our target directly originated senior and unitranche secured debt will have an average maturity of three to seven years and interest rates of 7% to 13%, and we expect our target directly originated junior secured debt and unsecured subordinated debt will have an average maturity of four to seven years and interest rates of 8% to 15%. In addition, based on current market conditions and our pipeline of new investments, we expect that our target debt investments will typically have a variable coupon (with a LIBOR floor), may include PIK interest (interest that is not received in cash, but added to the principal balance of the loan), and that we will typically receive upfront closing fees of 1% to 4%. We may also receive warrants or other forms of upside equity participation. Our transactions are generally secured and supported by a lien on all assets and/or a pledge of company stock in order to provide priority of return and to influence any corporate actions. Although we will target investments with the characteristics described in this paragraph, we cannot provide assurance that our new investments will have these characteristics and we

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may enter into investments with different characteristics as the market dictates. For a description of the characteristics of our current investment portfolio, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Portfolio and Investment Activity.” Until investment opportunities can be found, we may invest our undeployed capital in cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less from the date of investment. These temporary investments may have lower yields than our other investments and, accordingly, may result in lower distributions, if any, during such period. See “Use of Proceeds.”

Sound Portfolio Construction.  We strive to exercise discipline in portfolio creation and management and to implement effective governance throughout our business. Monroe Capital and MC Advisors, which is comprised of substantially the same investment professionals who have operated Monroe Capital, have been, and we believe will continue to be, conservative in the underwriting and structuring of covenant packages in order to enable early intervention in the event of weak financial performance by a portfolio company. We seek to pursue lending opportunities selectively and to maintain a diversified portfolio. We believe that exercising disciplined portfolio management through continued intensive account monitoring and timely and relevant management reporting allows us to mitigate risks in our debt investments. In addition, we have implemented rigorous governance processes through segregation of duties, documented policies and procedures and independent oversight and review of transactions, which we believe helps us to maintain a low level of non-performing loans. We believe that Monroe Capital’s proven process of thorough origination, conservative underwriting, due diligence and structuring, combined with careful account management and diversification, enabled it to protect investor capital, and we believe MC Advisors follows the same philosophy and processes in originating, structuring and managing our portfolio investments.

Predictability of Returns.  Beyond conservative structuring and protection of capital, we seek a predictable exit from our investments. We seek to invest in situations where there are a number of potential exit options that can result in full repayment or a modest refinance of our investment. We seek to structure the majority of our transactions as secured loans with a covenant package that provides for full or partial repayment upon the completion of asset sales and restructurings. Because we seek to structure these transactions to provide for contractually determined, periodic payments of principal and interest, we are less likely to depend on merger and acquisition activity or public equity markets to exit our debt investments. As a result, we believe that we can achieve our target returns even in a period when public markets are depressed.

Competitive Strengths

We believe that we represent an attractive investment opportunity for the following reasons:

Deep, Experienced Management Team.  We are managed by MC Advisors, which has access through the Staffing Agreement to Monroe Capital’s experienced team comprised of over 100 professionals, including seven senior partners that average more than 25 years of direct lending experience. We are led by our Chairman and Chief Executive Officer, Theodore L. Koenig, and Aaron D. Peck, our Chief Financial Officer and Chief Investment Officer. This extensive experience includes the management of investments with borrowers of varying credit profiles and transactions completed in all phases of the credit cycle. Monroe Capital’s senior investment professionals provide us with a difficult-to-replicate sourcing network and a broad range of transactional, financial, managerial and investment skills. This expertise and experience is supported by administrative and back office personnel focused on operations, finance, legal and compliance, accounting and reporting, marketing, information technology and office management. From Monroe Capital’s formation in 2004 through December 31, 2018, Monroe Capital’s investment professionals invested in more than 1,275 loan and related investments with an aggregate principal value of over $10.5 billion.

Differentiated Relationship-Based Sourcing Network.  We believe Monroe Capital’s senior investment professionals benefit from extensive relationships with commercial banks, private equity firms, financial intermediaries, management teams and turn-around advisors. We believe that this broad sourcing network differentiates us from our competitors and offers us a diversified origination approach that does not rely on a single channel and offers us consistent deal flow throughout the economic cycle. We also believe that this broad network allows us to originate a substantial number of non-private equity-sponsored investments.

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Extensive Institutional Platform for Originating Middle-Market Deal Flow.  Monroe Capital’s broad network of relationships and significant origination resources enable us to review numerous lending opportunities, permitting us to exercise a high degree of selectivity in terms of loans to which we ultimately commit. Monroe Capital estimates that it reviewed approximately 2,000 investment opportunities during 2018. Monroe Capital’s over 1,275 previously executed transactions, over 500 of which are with current borrowers, offer us another source of deal flow, as these debt investments reach maturity or seek refinancing. We are also positioned to benefit from Monroe Capital’s established brand name, strong track record in partnering with industry participants and reputation for closing deals on time and as committed. Monroe Capital’s senior investment professionals are complemented by extensive experience in capital markets transactions, risk management and portfolio monitoring.

Disciplined, “Credit-First” Underwriting Process.  Monroe Capital has developed a systematic underwriting process that applies a consistent approach to credit review and approval, with a focus on evaluating credit first and then appropriately assessing the risk-reward profile of each loan. MC Advisors’ assessment of credit outweighs pricing and other considerations, as we seek to minimize potential credit losses through effective due diligence, structuring and covenant design. MC Advisors seeks to customize each transaction structure and financial covenant to reflect risks identified through the underwriting and due diligence process. We also seek to actively manage our origination and credit underwriting activities through personal visits and calls on all parties involved with an investment, including the management team, private equity sponsors, if any, or other lenders.

Established Credit Risk Management Framework.  We seek to manage our credit risk through a well-defined portfolio strategy and credit policy. In terms of credit monitoring, MC Advisors assigns each loan to a particular portfolio management professional and maintains an internal credit rating analysis for all loans. MC Advisors then employs ongoing review and analysis, together with regular investment committee meetings to review the status of certain complex and challenging loans and a comprehensive quarterly review of all loan transactions. MC Advisors’ investment professionals also have significant turnaround and debt work-out experience, which gives them perspective on the risks and possibilities throughout the entire credit cycle. We believe this careful approach to investment and monitoring enables us to identify problems early and gives us an opportunity to assist borrowers before they face difficult liquidity constraints. By anticipating possible negative contingencies and preparing for them, we believe that we diminish the probability of underperforming assets and loan losses.

Investment Process Overview

We view our investment process as consisting of four distinct phases described below:

Origination.  MC Advisors seeks to develop investment opportunities through extensive relationships with regional banks, private equity firms, financial intermediaries, management teams and other turn-around advisors. Monroe Capital has developed this network since its formation in 2004. MC Advisors manages these leads through personal visits and calls by its senior deal professionals. It is these professionals’ responsibility to identify specific opportunities, refine opportunities through due diligence regarding the underlying facts and circumstances and utilize innovative thinking and flexible terms to solve the financing issues of prospective clients. Monroe Capital’s origination professionals are broadly dispersed throughout North America, with six offices in the United States. Certain of Monroe Capital’s originators are responsible for covering a specified target market based on geography and others focus on specialized industry verticals. We believe Monroe Capital’s origination professionals’ experience is vital to enable us to provide our borrowers with innovative financing solutions. We further believe that their strength and breadth of relationships across a wide range of markets will generate numerous financing opportunities and enable us to be highly selective in our lending activities. In sourcing new transactions, MC Advisors seeks opportunities to work with borrowers domiciled in the United States and Canada and typically focuses on industries in which Monroe Capital has previous lending experience.

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Due Diligence.  For each of our investments, MC Advisors prepares a comprehensive new business presentation, which summarizes the investment opportunity and its due diligence and risk analysis, all from the perspective of strengths, weaknesses, opportunities and threats presented by the opportunity. This presentation assesses the borrower and its management, including products and services offered, market position, sales and marketing capabilities and distribution channels; key contracts, customers and suppliers, meetings with management and facility tours; background checks on key executives; customer calls; and an evaluation of exit strategies. MC Advisors’ presentation typically evaluates historical financial performance of the borrower and includes projections, including operating trends, an assessment of the quality of financial information, capitalization and liquidity measures and debt service capacity. The financial analysis also includes sensitivity analysis against management projections and an analysis of potential downside scenarios, particularly for cyclical businesses. MC Advisors seeks to also review the dynamics of the borrowers’ industry and assess the maturity, market size, competition, technology and regulatory issues confronted by the industry. Finally, MC Advisors’ new business presentation includes all relevant third-party reports and assessments, including, as applicable, analyses of the quality of earnings of the prospective borrower, a review of the business by industry experts and third-party valuations. MC Advisors also includes in this due diligence, if relevant, field exams, collateral appraisals and environmental reviews, as well as a review of comparable private and public transactions.

Underwriting.  MC Advisors uses the systematic, consistent approach to credit evaluation developed in house by Monroe Capital with a particular focus on determining the value of a business in a downside scenario. In this process, the senior investment professionals at MC Advisors bring to bear extensive lending experience with emphasis on lessons learned from the past two credit cycles. We believe that the extensive credit and debt work-out experience of Monroe Capital’s senior management enables us to anticipate problems and minimize risks. Monroe Capital’s underwriting professionals work closely with its origination professionals to identify individual deal strengths, risks and any risk mitigants. MC Advisors preliminarily screens transactions based on cash flow, enterprise value and asset-based characteristics, and each of these measures is developed on a proprietary basis using thorough credit analysis focused on sustainability and predictability of cash flow to support enterprise value, barriers to entry, market position, competition, customer and supplier relationships, management strength, private equity sponsor track record and industry dynamics. For asset-based transactions, MC Advisors seeks to understand current and future collateral value, opening availability and ongoing liquidity. MC Advisors documents this preliminary analysis which is thoroughly reviewed by at least one member of its investment committee prior to proposing a formal term sheet. We believe this early involvement of the investment committee ensures that our resources and those of third parties are deployed appropriately and efficiently during the investment process and lowers execution risk for our clients. With respect to transactions reviewed by MC Advisors, we expect that only approximately 10% of our sourced deals will reach the formal term sheet stage.

Credit Approval/Investment Committee Review.  MC Advisors employs a standardized, structured process developed by Monroe Capital when evaluating and underwriting new investments for our portfolio. MC Advisors’ investment committee considers its comprehensive new business presentation to approve or decline each investment. This committee includes Messrs. Koenig, Peck, Egan and VanDerMeid. The committee is committed to providing a prompt turnaround on investment decisions. Each meeting to approve an investment requires a quorum of at least three members of the investment committee, and each investment must receive unanimous approval by such members of the investment committee.

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The following chart illustrates the stages of MC Advisors’ evaluation process:

[GRAPHIC MISSING]

Execution.  We believe Monroe Capital has developed a strong reputation for closing deals as proposed, and we intend to continue this tradition. Through MC Advisors’ consistent approach to credit evaluation and underwriting, we seek to close deals as fast or faster than competitive financing providers while maintaining the discipline with respect to credit, pricing and structure necessary to ensure the ultimate success of the financing.

Monitoring.  We benefit from the portfolio management system already in place at Monroe Capital. This monitoring includes regular meetings between the responsible analyst and our portfolio company to discuss market activity and current events. MC Advisors’ portfolio management staff closely monitors all credits, with senior portfolio managers covering agented and more complex investments. MC Advisors segregates our capital markets investments by industry. MC Advisors’ monitoring process, developed by Monroe Capital, has daily, weekly, monthly and quarterly components and related reports, each to evaluate performance against historical, budget and underwriting expectations. MC Advisors’ analysts monitor performance using standard industry software tools to provide consistent disclosure of performance. When necessary, MC Advisors updates our internal risk ratings, borrowing base criteria and covenant compliance reports.

As part of the monitoring process, MC Advisors regularly assesses the risk profile of each of our investments and rates each of them based on an internal proprietary system that uses the following categories, which we refer to as MC Advisors’ investment performance rating. For any investment rated in grades 3, 4 or 5, MC Advisors, through its internal Portfolio Management Group (“PMG”), will increase its monitoring intensity and prepare regular updates for the investment committee, summarizing current operating results and material impending events and suggesting recommended actions. The PMG is responsible for oversight and management of any investments rated in grades 3, 4, or 5. MC Advisors monitors and, when appropriate, changes the investment ratings assigned to each investment in our portfolio. In connection with our valuation

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process, MC Advisors reviews these investment ratings on a quarterly basis, and our board of directors reviews and affirms such ratings. A definition of the rating system follows:

 
Investment
Performance
Risk
Rating
  Summary Description
Grade 1   Includes investments exhibiting the least amount of risk in our portfolio. The issuer is performing above expectations or the issuer’s operating trends and risk factors are generally positive.
Grade 2   Includes investments exhibiting an acceptable level of risk that is similar to the risk at the time of origination. The issuer is generally performing as expected or the risk factors are neutral to positive.
Grade 3   Includes investments performing below expectations and indicates that the investment’s risk has increased somewhat since origination. The issuer may be out of compliance with debt covenants; however, scheduled loan payments are generally not past due.
Grade 4   Includes an issuer performing materially below expectations and indicates that the issuer’s risk has increased materially since origination. In addition to the issuer being generally out of compliance with debt covenants, scheduled loan payments may be past due (but generally not more than six months past due).
Grade 5   Indicates that the issuer is performing substantially below expectations and the investment risk has substantially increased since origination. Most or all of the debt covenants are out of compliance or payments are substantially delinquent. Investments graded 5 are not anticipated to be repaid in full, and we will reduce the fair market value of the loan to the amount we expect to recover.

Our investment performance ratings do not constitute any ratings of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.

In the event of a delinquency or a decision to rate a loan grade 4 or grade 5, the PMG, in consultation with the investment committee, will develop an action plan. Such a plan may require a meeting with the borrower’s management or the lender group to discuss reasons for the default and the steps management is undertaking to address the under-performance, as well as required amendments and waivers that may be required. In the event of a dramatic deterioration of a credit, MC Advisors and the PMG form a team or engage outside advisors to analyze, evaluate and take further steps to preserve our value in the credit. In this regard, we would expect to explore all options, including in a private equity sponsored investment, assuming certain responsibilities for the private equity sponsor or a formal sale of the business with oversight of the sale process by us. The PMG and the investment committee have extensive experience in running debt work-out transactions and bankruptcies.

The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale at fair value as of December 31, 2018 (in thousands):

   
Investment Performance Rating   Investments at Fair Value   Percentage of Total Investments
1   $       % 
2     452,549       81.8  
3     57,741       10.4  
4     43,331       7.8  
5            
Total   $ 553,621       100.0 % 

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The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale at fair value as of December 31, 2017 (in thousands):

   
Investment Performance Rating   Investments at
Fair Value
  Percentage of
Total Investments
1   $ 3,445       0.7 % 
2     415,094       84.0  
3     57,547       11.6  
4     18,052       3.7  
5            
Total   $ 494,138       100.0 % 

Investment Structure

We structure our investments, which typically have maturities of three to seven years, as follows:

Senior Secured Loans.  We structure senior secured loans to obtain security interests in the assets of the portfolio company borrowers that serve as collateral in support of the repayment of such loans. This collateral may take the form of first-priority liens on the assets of the portfolio company borrower. Our senior secured loans may provide for moderate loan amortization in the early years of the loan, with the majority of the amortization deferred until loan maturity.

Unitranche Secured Loans.  We structure our unitranche secured loans as senior secured loans. We obtain security interests in the assets of these portfolio companies that serve as collateral in support of the repayment of these loans. This collateral may take the form of first-priority liens on the assets of a portfolio company. Generally, we syndicate a “first out” portion of the loan to an investor and retain a “last out” portion of the loan, in which case the “first out” portion of the loan will generally receive priority with respect to payments of principal, interest and any other amounts due thereunder. Unitranche structures combine characteristics of traditional first lien senior secured as well as second lien and subordinated loans and our unitranche secured loans will expose us to the risks associated with second lien and subordinated loans and may limit our recourse or ability to recover collateral upon a portfolio company’s bankruptcy. Unitranche secured loans typically provide for moderate loan amortization in the initial years of the facility, with the majority of the amortization deferred until loan maturity. Unitranche secured loans generally allow the borrower to make a large lump sum payment of principal at the end of the loan term, and there is a risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity. In many cases we, together with our affiliates, are the sole or majority lender of our unitranche secured loans, which can afford us additional influence with a borrower in terms of monitoring and, if necessary, remediation in the event of underperformance.

Junior Secured Loans.  We structure junior secured loans to obtain a security interest in the assets of these portfolio companies that serves as collateral in support of the repayment of such loans. This collateral may take the form of second priority liens on the assets of a portfolio company. These loans typically provide for moderate loan amortization in the initial years of the facility, with the majority of the amortization deferred until loan maturity.

Preferred Equity.  We generally structure preferred equity investments to combine features of equity and debt. We may obtain a security interest in the assets of these portfolio companies that serves as collateral in support of the repayment of such preferred equity, which takes a priority to common shareholders. Preferred equity interests generally have a stated dividend rate and may not have a fixed maturity date.

Warrants and Equity Co-Investment Securities.  In some cases, we may also receive nominally priced warrants or options to buy a minority equity interest in the portfolio company in connection with a loan. As a result, as a portfolio company appreciates in value, we may achieve additional investment return from this equity interest. We may structure such warrants to include provisions protecting our rights as a minority-interest holder, as well as a “put,” or right to sell such securities back to the issuer, upon the occurrence of specified events. In other cases, we may make a minority equity co-investment in the portfolio company in connection with a loan. Additionally, we may receive equity in our distressed portfolio companies in conjunction with amendments or additional debt fundings.

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We tailor the terms of each investment to the facts and circumstances of the transaction and the prospective portfolio company, negotiating a structure that protects our rights and manages our risk while creating incentives for the portfolio company to achieve its business plan and improve its operating results. We seek to limit the downside potential of our investments by:

selecting investments that we believe have a very low probability of loss;
requiring a total return on our investments (including both interest and potential equity appreciation) that we believe will compensate us appropriately for credit risk; and
negotiating covenants in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as possible, consistent with the preservation of our capital. Such restrictions may include affirmative and negative covenants, default penalties, lien protection, change of control provisions and board rights, including either observation or rights to a seat on the board of directors under some circumstances.

We expect to hold most of our investments to maturity or repayment, but we may sell some of our investments earlier if a liquidity event occurs, such as a sale, recapitalization or worsening of the credit quality of the portfolio company.

Senior Loan Fund.  We have invested in SLF, which as of December 31, 2018, consisted of loans to different borrowers in industries similar to the companies in our portfolio. SLF invests primarily in senior secured loans of middle market companies. These senior secured loans are generally similar to our senior secured loans, which are secured by a first lien on some or all of the issuer’s assets and include traditional senior debt and any related revolving or similar credit facility. SLF may also invest in more liquid senior secured loans.

Investments

We seek to create a diverse portfolio that includes senior secured, unitranche secured, junior secured loans and warrants and equity co-investment securities by investing approximately $2.0 million to $18.0 million of capital, on average, in the securities of middle-market companies. This investment size may vary proportionately with the size of our capital base. Set forth below is a list of our ten largest portfolio company investments as of December 31, 2018, as well as the top ten industries in which we were invested as of December 31, 2018, in each case excluding SLF, calculated as a percentage of our total investments at fair value as of such date (in thousands):

   
Portfolio Company   Fair Value of
Investments
  Percentage of
Total Investments
TRG, LLC   $ 20,264       3.7 % 
Mid-West Wholesale Hardware Co.     20,079       3.6  
Incipio, LLC     19,181       3.5  
HFZ Capital Group LLC     18,009       3.3  
Rockdale Blackhawk, LLC     17,770       3.2  
Echelon Funding I, LLC     15,146       2.7  
Newforma, Inc.     14,961       2.7  
Inland Pipe Rehabilitation LLC     14,509       2.6  
First Call Resolution, LLC     14,111       2.5  
RPL Bidco Limited     13,912       2.5  
     $ 167,942       30.3 % 

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Industry   Fair Value of
Investments
  Percentage of
Total Investments
High Tech Industries   $ 93,698       16.9 % 
Services: Business     57,592       10.4  
Banking, Finance, Insurance & Real Estate     55,839       10.1  
Healthcare & Pharmaceuticals     52,769       9.5  
Retail     33,863       6.1  
Wholesale     27,740       5.0  
Construction & Building     24,942       4.5  
Media: Advertising, Printing & Publishing     21,908       4.0  
Hotels, Gaming & Leisure     20,264       3.7  
Consumer Goods: Non-Durable     19,181       3.5  
     $ 407,796       73.7 % 

Competition

We compete with a number of specialty and commercial finance companies to make the types of investments that we make in middle-market companies, including business development companies, traditional commercial banks, private investment funds, regional banking institutions, small business investment companies, investment banks and insurance companies. Additionally, with increased competition for investment opportunities, alternative investment vehicles such as hedge funds may invest in areas they have not traditionally invested in or from which they had withdrawn during the recent economic downturn, including investing in middle-market companies. As a result, competition for investments in lower middle-market companies has intensified, and we expect that trend to continue. Many of our existing and potential competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us.

We use the expertise of the investment professionals of MC Advisors to assess investment risks and determine appropriate pricing and terms for investments in our loan portfolio. In addition, we expect that the relationships of the senior professionals of MC Advisors will enable us to learn about, and compete effectively for, investment opportunities with attractive middle-market companies, independently or in conjunction with the private equity clients of MC Advisors. For additional information concerning the competitive risks we face, see “Risk Factors — Risks Relating to Our Business and Structure — We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.”

Information Technology

We utilize a number of industry standard practices and software packages to secure, protect, manage and back up all corporate data. We outsource portions of our information technology function to efficiently monitor and maintain our systems. Also, we conduct a daily backup of our systems to ensure the security and stability of the network.

Staffing and Administration

We do not currently have any employees. MC Management, an affiliate of Monroe Capital, provides access to Monroe Capital’s investment professionals and the administrative services necessary for us to operate pursuant to the Staffing Agreement and the Administration Agreement. The Staffing Agreement provides us with access to investment opportunities, which we refer to in the aggregate as deal flow, generated by Monroe Capital and its affiliates in the ordinary course of their businesses and commits the members of MC Advisors’ investment committee to serve in that capacity. Mr. Koenig serves as our Chairman and Chief Executive Officer and also currently serves as the managing member and a partner of each of MC Advisors, Monroe Capital and MC Management. Mr. Peck serves as our Chief Financial Officer and Chief Investment Officer and is an employee of Monroe Capital and performs his function as Chief Financial Officer pursuant to the Staffing Agreement.

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In addition, under the Administration Agreement, MC Management furnishes us with office facilities and equipment and provides us clerical, bookkeeping, recordkeeping and other administrative services at such facilities. MC Management performs, or oversees the performance of, our required administrative services, which include, among other things, being responsible for the financial records we are required to maintain and preparing our reports to our stockholders and reports filed with the SEC. MC Management also assists us in determining and publishing our net asset value, oversees the preparation and filing of our tax returns, prints and disseminates reports to our stockholders and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others.

MC Management may retain third parties to assist in providing administrative services to us. To the extent that MC Management outsources any of its functions, we pay the fees associated with such functions on a direct basis without profit to MC Management. We reimburse MC Management for the allocable portion (subject to the review and approval of our board of directors) of MC Management’s overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and our allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs. Amounts payable to MC Management in any quarter through the quarter ending December 31, 2013 were limited to the greater of (i) 0.375% of our average invested assets for such quarter and (ii) $375,000. MC Management also provides on our behalf significant managerial assistance to those portfolio companies to which we are required to provide such assistance.

Properties

We do not own any real estate or other physical properties materially important to our operation. The principal executive offices of Monroe Capital are located in at 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606. Monroe Capital and its affiliates currently have additional offices, and/or company representatives in New York, New York; Los Angeles, California; San Francisco, California; Atlanta, Georgia; and Boston, Massachusetts. Our administrator furnishes us office space, and we reimburse it for such costs on an allocated basis.

Legal Proceedings

We, MC Advisors, MC Management and our wholly-owned subsidiaries are not subject to any material legal proceedings.

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PORTFOLIO COMPANIES

The following table sets forth certain information as of December 31, 2018, for each portfolio company in which we had a debt or equity investment. Other than equity investments, we expect that our only formal relationships with our portfolio companies will be the managerial assistance we may provide, and the board observation or participation rights we may receive. Except as identified in a footnote below, we do not “control” and are not an “affiliate” of any of our portfolio companies, as each term is defined in the 1940 Act. In general, under the 1940 Act, we would “control” a portfolio company if we owned more than 25.0% in voting securities and would be an “affiliate” of a portfolio company if we owned 5.0% or more of its voting securities.

             
             
Name and Address of Portfolio Company(a)   Industry   Type of
Investment
  Interest Rate(b)   Maturity Date   Principal Due at Maturity   Fair Value of Investment(c)   Percentage of Class Held
                         (in thousands)     
AdTheorent, Inc.
315 Hudson Street, 9th Floor
New York, NY 10013
    Media: Advertising, Printing & Publishing       Senior Secured       10.85% (LIBOR +
8.50%, 0.50% Floor)
      12/22/2021       4,092     $ 4,098        
                Class A Voting Units (128,866 Units)(d)(e)
      (f)
                  156       0.50 % 
American Community Homes, Inc.
250 West 57th Street, Suite 816
New York, NY 10107
    Banking, Finance, Insurance & Real Estate       Senior Secured(g)
      12.51% PIK (LIBOR +
10.00%, 1.50% Floor)
      7/22/2019       7,797       6,596        
                Senior Secured(g)
      17.01% PIK (LIBOR +
14.50%, 1.50% Floor)
      7/22/2019       4,725       3,997        
                Senior Secured(g)
      12.51% PIK (LIBOR +
10.00%, 1.50% Floor)
      7/22/2019       590       499        
                Senior Secured(g)
      12.51% PIK (LIBOR +
10.00%, 1.50% Floor)
      7/22/2019       473       400        
                Senior Secured(g)
      17.01% PIK (LIBOR +
14.50%, 1.50% Floor)
      7/22/2019       254       215        
                Senior Secured(g)
      10.51% PIK (LIBOR +
8.00%, 1.50% Floor)
      7/22/2019       1,710       1,446        
                Warrant to purchase up to 22.3% of the equity(e)(g)
      (f)
      12/18/2024                    
American Optics Holdco, Inc.
40 Washington St, Suite 250
Wellesley, MA 02481
    Healthcare & Pharmaceuticals       Senior Secured(h)(i)
      10.51% (LIBOR +
8.00%, 1.00% Floor)
      9/13/2022       4,076       4,127        
                Senior Secured(h)(i)
      10.51% (LIBOR +
8.00%, 1.00% Floor)
      9/13/2022       750       759        
                Revolver(h)(i)(j)
      10.51% (LIBOR +
8.00%, 1.00% Floor)
      9/13/2022       440       242        
                Revolver(h)(i)(j)
      10.51% (LIBOR +
8.00%, 1.00% Floor)
      9/13/2022       440       165        
Answers Finance, LLC
6665 Delmar Boulevard
Saint Louis, MO 63130
    High Tech Industries       Common stock (76,539 shares)(d)(e)
      (f)
                  215       0.77 % 
APCO Worldwide, Inc.
1299 Pennsylvania Ave NW #300
Washington, DC 20004
    Services: Business       Senior Secured       10.51% (LIBOR +
8.00%, 0.50% Floor)
      6/30/2022       4,875       4,790        
                Class A voting common stock (100 shares)(d)(e)
      (f)
                  317       0.98 % 
Atlas Sign Industries of FLA, LLC
1077 West Blue Heron Boulevard
West Palm Beach, FL 33404
    Services: Business       Senior Secured(k)
      13.01% (LIBOR +
10.50%, 1.00% Floor)
      5/15/2023       3,500       3,336        
                Warrants to purchase up to 0.8% of the equity(d)(e)
      (f)
      5/14/2026             83        
Bluestem Brands, Inc.
6509 Flying Cloud Drive
Eden Prairie, MN 55344
    Retail       Senior Secured       10.03% (LIBOR +
7.50%, 1.00% Floor)
      11/6/2020       2,436       1,575        
Burroughs, Inc.
41100 Plymouth Rd.
Plymouth, MI 48170
    Services: Business       Senior Secured(k)
      9.85% (LIBOR +
7.50%, 1.00% Floor)
      12/22/2022       5,888       5,767        
                Revolver(j)
      9.85% (LIBOR +
7.50%, 1.00% Floor)
      12/22/2022       1,215       975        
Cali Bamboo, LLC
6675 Mesa Ridge Road #100
San Diego, CA 92121
    Construction & Building       Senior Secured       8.76% (LIBOR +
6.25%, 0.50% Floor)
      7/10/2020       5,264       5,264        

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Name and Address of Portfolio Company(a)   Industry   Type of
Investment
  Interest Rate(b)   Maturity Date   Principal Due at Maturity   Fair Value of Investment(c)   Percentage of Class Held
                         (in thousands)     
                Revolver(j)
      8.76% (LIBOR +
6.25%, 0.50% Floor)
      7/10/2020       2,165     $ 1,689        
California Pizza Kitchen, Inc.
12181 Bluff Creek Drive
Playa Vista, CA 90094
    Beverage, Food & Tobacco       Senior Secured       8.53% (LIBOR +
6.00%, 1.00% Floor)
      8/23/2022       6,843       6,654        
Collaborative Neuroscience Network, LLC
12772 Valley View Street #3
Garden Grove, CA 92845
    Healthcare & Pharmaceuticals       Unitranche(l)
      14.01% (LIBOR +
11.50%, 1.50% Floor)
      n/a(m)
      6,120       5,894        
                Unitranche(l)
      12.00% Cash/3.00% PIK       n/a(m)
      304       304        
                Revolver(l)
      12.51% (LIBOR +
10.00%)
      n/a(m)
      200       200        
                Warrant to purchase up to 1.5% of the equity(d)(e)
      (f)
      12/27/2022             115        
                Warrant to purchase up to 2.1% of the equity(d)(e)
      (f)
      12/31/2027                    
Construction Supply Acquisition, LLC
9 Greenway Plz
Houston, TX 77046
    Construction & Building       Senior Secured       8.62% (LIBOR +
6.00%, 1.00% Floor)
      6/30/2023       4,791       4,779        
Corbett Technology Solutions, Inc.
4151 Lafayette Center Drive, Suite 700
Chantilly, VA 20151
    High Tech Industries       Senior Secured(k)
      9.51% (LIBOR +
7.00%, 0.50% Floor)
      11/8/2021       4,917       4,956        
                Revolver(j)
      9.51% (LIBOR +
7.00%, 0.50% Floor)
      11/8/2021       867              
Cornerstone Detention Products, Inc.
14000 Alabama Highway 20
Madison, AL 35756
    Construction & Building       Senior Secured(n)
      11.01% Cash/3.33% PIK (LIBOR +
11.83%, 1.00% Floor)(o)
      4/8/2019       3,350       3,350        
                Revolver(j)
      11.01% (LIBOR +
8.50%, 1.00% Floor)
      4/8/2019       1,000       200        
CSM Bakery Supplies, LLC
1912 Montreal Road W
Tucker, GA 30084
    Beverage, Food & Tobacco       Junior Secured       10.16% (LIBOR +
7.75%, 1.00% Floor)
      7/5/2021       5,792       5,314        
Curion Holdings, LLC
3548 Route 9 South, 2nd Floor
Old Bridge, NJ 08857
    Services: Business       Senior Secured(g)(k)
      4.00% Cash/10.00% PIK       5/2/2022       3,953       3,592        
                Revolver(g)(j)
      14.00%
      5/2/2022       308       244        
                Junior Secured(g)(k)
      15.00% PIK(p)
      1/2/2023       1,720              
                Junior Secured(g)(k)
      15.00% PIK(p)
      1/2/2023       44              
                Common stock (58,779 shares)(e)(g)
      (f)
                        12.10 % 
Destination Media, Inc.
1070 Woodward Ave
Detroit, MI 48226
    Media: Advertising, Printing & Publishing       Senior Secured(k)
      9.01% (LIBOR +
6.50%, 1.00% Floor)
      4/7/2022       7,366       7,421        
                Revolver(j)
      9.01% (LIBOR +
6.50%, 1.00% Floor)
      4/7/2022       542              
Echelon Funding I, LLC
1625 S. Congress Ave
Delray Beach, FL 33445
    Banking, Finance, Insurance & Real Estate       Delayed Draw(h)(j)(q)
      9.85% (LIBOR +
7.50%, 0.50% Floor)
      2/24/2021       15,750       15,146        
Education Corporation of America
1033 Skokie Boulevard, Suite 360
Northbrook, IL 60062
    Services: Consumer       Junior Secured       8.31% Cash/5.50% PIK (LIBOR +
11.00%)(p)
      3/31/2020       2,292       2,292        
                Series G Preferred Stock (8,333 shares)(d)(e)
      12.00% PIK(p)
                  4,583       20.83 % 
Energy Services Group, LLC
141 Longwater Drive, Suite 113
Norwell, MA 02061
    High Tech Industries       Senior Secured       10.94% (LIBOR +
8.42%, 1.00% Floor)
      5/4/2022       4,393       4,404        
                Senior Secured(h)(r)
      9.42% (LIBOR +
8.42%, 1.00% Floor)
      5/4/2022       5,046       5,033        
                Senior Secured       10.94% (LIBOR +
8.42%, 1.00% Floor)
      5/4/2022       1,250       1,253        
Familia Dental Group Holdings, LLC
2050 East Algonquin Road, Suite 610
Schaumburg, IL 60173
    Healthcare & Pharmaceuticals       Senior Secured(k)
      10.51% (LIBOR +
8.00%, 0.50% Floor)
      4/8/2021       5,053       5,083        
                Senior Secured       10.51% (LIBOR +
8.00%, 0.50% Floor)
      4/8/2021       486       489        

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Name and Address of Portfolio Company(a)   Industry   Type of
Investment
  Interest Rate(b)   Maturity Date   Principal Due at Maturity   Fair Value of Investment(c)   Percentage of Class Held
                         (in thousands)     
                Revolver(j)
      10.51% (LIBOR +
8.00%, 0.50% Floor)
      4/8/2021       573     $ 229        
First Call Resolution, LLC
2911 Tennyson Ave, Suite 304
Eugene, OR 97408
    Services: Business       Senior Secured(k)
      9.35% (LIBOR +
7.00%, 0.50% Floor)
      9/22/2022       4,097       4,101        
                Senior Secured       9.35% (LIBOR +
7.00%, 0.50% Floor)
      9/22/2022       10,000       10,010        
Forman Mills, Inc.
1070 Thomas Busch Memorial Highway
Pennsauken, NJ 08110
    Retail       Senior Secured(k)
      10.01% Cash/2.00% PIK (LIBOR +
9.50%, 1.00% Floor)
      10/4/2021       8,362       8,149        
Hastings Manufacturing Company
325 N Hanover St
Hastings, MI 49058
    Automotive       Senior Secured       10.76% (LIBOR +
8.25%, 1.00% Floor)
      4/24/2023       2,944       2,883        
                Delayed Draw(j)(q)
      10.76% (LIBOR +
8.25%, 1.00% Floor)
      4/24/2023       899              
HFZ Capital Group, LLC
600 Madison Avenue, Fifteenth Floor
New York, NY 10022
    Banking, Finance, Insurance & Real Estate       Senior Secured(h)
      12.39% Cash/0.17% PIK (LIBOR +
10.17%, 1.00% Floor)(s)
      10/21/2019       18,000       18,009        
HFZ Member RB Portfolio LLC
600 Madison Avenue, Fifteenth Floor
New York, NY 10022
    Banking, Finance, Insurance & Real Estate       Delayed Draw(h)(j)(q)
      14.54% (LIBOR +
12.00%, 1.00% Floor)
      10/29/2021       9,000       3,706        
Host Analytics, Inc.
555 Twin Dolphin Drive, Suite 400
Redwood City, CA 94065
    High Tech Industries       Senior Secured       8.51% (LIBOR +
6.00%, 1.00% Floor)
      12/28/2023       9,500       9,310        
                Revolver(j)
      8.51% (LIBOR +
6.00%, 1.00% Floor)
      12/28/2023       442              
                Class A Units (441,860)(d)(e)
      (f)
                  442       0.45 % 
Incipio, LLC
6001 Oak Canyon
Irvine, CA 92618
    Consumer Goods: Non-Durable       Unitranche(g)(l)(t)
      11.01% Cash/0.56% PIK (LIBOR +
9.06%, 1.00% Floor)(u)
      7/1/2019       13,803       12,830        
                Unitranche(g)(l)(v)
      11.01% (LIBOR +
8.50%, 1.00% Floor)
      7/1/2019       3,613       3,573        
                Unitranche(g)(l)
      11.01% (LIBOR +
8.50%, 1.00% Floor)
      7/1/2019       1,535       1,518        
                Junior Secured(g)(w)
      10.70% PIK(p)
      12/31/2020       3,766       1,260        
                Junior Secured(g)(x)
      10.70% PIK(p)
      12/31/2020       7,194              
                Series C common units (1,774 shares)(e)(g)
      (f)
                        17.74 % 
Inland Pipe Rehabilitation LLC
1510 Klondike Rd., Suite 400
Conyers, GA 30094
    Utilities: Water       Senior Secured       8.29% (LIBOR +
5.50%, 1.00% Floor)
      12/26/2024       12,500       12,250        
                Revolver(j)
      7.87% (LIBOR +
5.50%, 1.00% Floor)
      12/26/2024       4,118       2,259        
InMobi Pte, Ltd.
2951 28th Street, Suite 1000
Santa Monica, CA 90405
    Media: Advertising, Printing & Publishing       Right to purchase 2.8% of the equity(d)(e)(h)(i)
      (f)
      9/18/2025             209        
IT Global Holding LLC
222 W. Las Colinas Blvd., Suite 1650E
Irving, TX 75039
    High Tech Industries       Senior Secured       9.51% (LIBOR +
7.00%, 1.00% Floor)
      11/10/2023       10,500       10,421        
                Revolver(j)
      9.51% (LIBOR +
7.00%, 1.00% Floor)
      11/10/2023       875       263        
Landpoint, LLC
5486 Airline Drive
Bossier City, LA 71111
    Energy: Oil & Gas       Senior Secured       13.01% Cash/2.25% PIK (LIBOR +
12.75%, 1.50% Floor)(y)
      12/20/2019       2,256       2,244        
                Revolver(j)
      13.01% (LIBOR +
10.50%, 1.50% Floor)
      12/20/2019       313       272        
Liftforward SPV II, LLC
180 Maiden Lane, 10th Floor
New York, NY 10038
    Banking, Finance, Insurance & Real Estate       Senior Secured(h)(j)
      13.27% (LIBOR +
10.75%, 0.50% Floor)
      11/10/2020       10,000       4,132        
LuLu's Fashion Lounge, LLC
195 Humboldt Ave.
Chico, CA 95928
    Retail       Senior Secured       9.52% (LIBOR +
7.00%, 1.00% Floor)
      8/29/2022       4,531       4,606        

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Name and Address of Portfolio Company(a)   Industry   Type of
Investment
  Interest Rate(b)   Maturity Date   Principal Due at Maturity   Fair Value of Investment(c)   Percentage of Class Held
                         (in thousands)     
Luxury Optical Holdings Co.
260 West 39th Street – 12th Floor
New York, NY 10018
    Retail       Senior Secured(g)
      10.51% PIK (LIBOR +
8.00%, 1.00% Floor)
      9/12/2019       4,698     $ 4,334        
                Delayed Draw(g)(j)(q)
      14.01% (LIBOR +
11.50%, 1.00% Floor)
      9/12/2019       1,059       622        
                Revolver(g)
      10.51% PIK (LIBOR +
8.00%, 1.00% Floor)
      9/12/2019       217       200        
                Common stock (86 shares)(e)(g)
      (f)
                        9.56 % 
Madison Logic, Inc.
257 Park Avenue South, 5th Floor
New York, NY 10010
    Services: Business       Senior Secured(k)
      10.51% (LIBOR +
8.00%, 0.50% Floor)
      11/30/2021       9,933       9,933        
                Revolver(j)
      10.51% (LIBOR +
8.00%, 0.50% Floor)
      11/30/2021       988              
Magneto & Diesel Acquisition, Inc.
7902 FM 1960 Bypass Rd. W.
Humble, Texas 77338
    Capital Equipment       Senior Secured       8.01% (LIBOR +
5.50%, 1.00% Floor)
      12/18/2023       5,000       4,913        
                Revolver(j)
      8.01% (LIBOR +
5.50%, 1.00% Floor)
      12/18/2023       500       82        
Mammoth Holdings, LLC
1380 West Paces Ferry Road NW,
Suite 2160
Atlanta, GA 30327
    Retail       Senior Secured       8.44% (LIBOR +
6.00%, 1.00% Floor)
      10/16/2023       2,000       1,997        
                Delayed Draw(j)(q)
      8.44% (LIBOR +
6.00%, 1.00% Floor)
      10/16/2023       4,167              
                Revolver(j)
      8.44% (LIBOR +
6.00%, 1.00% Floor)
      10/16/2023       500              
MC Sign Lessor Corp.
8959 Tyler Boulevard
Mentor, OH 44060
    Media: Advertising, Printing & Publishing       Senior Secured       9.35% (LIBOR +
7.00%, 1.00% Floor)
      12/22/2022       9,925       10,024        
                Delayed Draw(j)(q)
      9.35% (LIBOR +
7.00%, 1.00% Floor)
      12/22/2022       2,083              
                Revolver(j)
      9.35% (LIBOR +
7.00%, 1.00% Floor)
      12/22/2022       625              
Mergermarket Bidco Limited
330 Hudson Street, 4th Floor
New York, NY 10013
    Media: Broadcasting & Subscription       Junior Secured       9.76% (LIBOR +
7.25%, 0.50% Floor)
      8/4/2025       4,500       4,483        
MFG Chemical, LLC
1804 Kimberly Park Drive
Dalton, GA 30720
    Chemicals, Plastics & Rubber       Unitranche(k)(l)
      8.51% (LIBOR +
6.00%, 0.50% Floor)
      6/23/2022       10,477       10,319        
                Unitranche(l)
      8.51% (LIBOR +
6.00%, 0.50% Floor)
      6/23/2022       1,132       1,115        
Micro Holdings Corp.
909 N. Sepulveda Boulevard, 11th Floor
El Segundo, CA 90245
    High Tech Industries       Junior Secured       10.00% (LIBOR +
7.50%)
      8/18/2025       3,000       2,805        
Midwest Composite Technologies, LLC
1050 Walnut Ridge Drive
Hartland, WI 53029
    Chemicals, Plastics & Rubber       Senior Secured       9.26% (LIBOR +
6.75%, 1.00% Floor)
      8/31/2023       898       907        
                Delayed Draw(j)(q)
      9.26% (LIBOR +
6.75%, 1.00% Floor)
      8/31/2023       600              
                Revolver(j)
      9.26% (LIBOR +
6.75%, 1.00% Floor)
      8/31/2023       90              
Mid-West Wholesale Hardware Co.
1000 North Century Ave
Kansas City, MO 64120
    Wholesale       Senior Secured(k)
      10.51% (LIBOR +
8.00%, 0.50% Floor)
      2/9/2022       16,402       16,312        
                Revolver(j)
      10.51% (LIBOR + 8.00%, 0.50% Floor)       2/9/2022       4,421       3,767        
Millennial Brands LLC
126 W 9th street
Los Angeles, CA 90015
    Consumer Goods: Non-Durable       Preferred Units (10 units)(e)(g)
      (f)
                        10.07 % 
                Common Units (75,502 units)(e)(g)
      (f)
                        7.55 % 
Mnine Holdings, Inc.
12000 Biscayne Boulevard, Suite 600
Miami, FL 33181
    High Tech Industries       Unitranche(l)
      9.31% (LIBOR +
6.75%, 1.00% Floor)
      11/2/2023       8,000       7,952        
MRCC Senior Loan Fund I, LLC
311 South Wacker, Suite 6400
Chicago, IL 60606
    Investment Funds & Vehicles       LLC Equity Interest (50.0% of the equity interests)(h)(z)
                        27,634       50.00 % 

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TABLE OF CONTENTS

             
             
Name and Address of Portfolio Company(a)   Industry   Type of
Investment
  Interest Rate(b)   Maturity Date   Principal Due at Maturity   Fair Value of Investment(c)   Percentage of Class Held
                         (in thousands)     
Nearly Natural, Inc.
695 E 10th Ave.
Hialeah, FL 33010
    Wholesale       Senior Secured(k)
      9.81% (LIBOR +
7.00%, 1.00% Floor)
      12/15/2022       6,930     $ 6,906        
                Revolver(j)
      9.81% (LIBOR +
7.00%, 1.00% Floor)
      12/15/2022       1,522       609        
                Class A Units (152,174 units)(d)(e)
      (f)
                  146       0.44 % 
Newforma, Inc.
1750 Elm Street
Manchester, NH 03104
    High Tech Industries       Senior Secured(k)
      8.31% (LIBOR +
5.50%, 1.00% Floor)
      6/30/2022       14,813       14,961        
                Revolver(j)
      8.31% (LIBOR +
5.50%, 1.00% Floor)
      6/30/2022       1,250              
Nova Wildcat Amerock, LLC
10115 Kincey Avenue, Suite 210
Huntersville, NC 28078
    Construction & Building       Senior Secured       8.26% (LIBOR +
5.75%, 1.00% Floor)
      10/12/2023       9,500       9,372        
                Revolver(j)
      8.26% (LIBOR +
5.75%, 1.00% Floor)
      10/12/2023       931       288        
Parterre Flooring & Surface Systems, LLC
500 Research Drive
Wilmington, MA 01887
    Consumer Goods: Durable       Senior Secured(k)
      9.76% (LIBOR +
7.25%, 1.00% Floor)
      8/22/2022       11,250       10,879        
                Revolver(j)
      9.76% (LIBOR +
7.25%, 1.00% Floor)
      8/22/2022       2,400       671        
PeopleConnect Intermediate, LLC
1501 4th Ave, Suite 400
Seattle, WA 98101
    Services: Consumer       Senior Secured       9.30% (LIBOR +
6.50%, 1.00% Floor)
      7/1/2020       4,272       4,253        
                Senior Secured       15.30% (LIBOR +
12.50%, 1.00% Floor)
      7/1/2020       4,636       4,603        
                Revolver(j)
      12.30% (LIBOR +
9.50%, 1.00% Floor)
      7/1/2020       236       118        
PKS Holdings, LLC
18 Corporate Woods Blvd
Albany, NY 12211
    Banking, Finance, Insurance & Real Estate       Senior Secured(h)
      12.35% (LIBOR +
10.00%, 0.50% Floor)
      11/30/2022       1,755       1,675        
                Revolver(h)(j)
      12.35% (LIBOR +
10.00%, 0.50% Floor)
      11/30/2022       80              
                Warrant to purchase up to 0.8% of the equity(d)(e)(h)
      (f)
      11/30/2027             18        
Playtime, LLC
13310 James East Casey Avenue
Englewood, CO 80112
    Hotels, Gaming & Leisure       Preferred Units (8,665 units)(d)(e)
      (f)
                        1.35 % 
Priority Ambulance, LLC
9721 Cogdill Road, Suite 302
Knoxville, TN 37932
    Healthcare & Pharmaceuticals       Unitranche(l)(aa)
      9.31% (LIBOR +
6.50%, 1.00% Floor)
      4/12/2022       10,015       9,905        
                Unitranche(l)(ab)
      9.31% (LIBOR +
6.50%, 1.00% Floor)
      4/12/2022       1,253       1,240        
                Delayed Draw(j)(l)(q)
      9.31% (LIBOR +
6.50%, 1.00% Floor)
      4/12/2022       246              
                Delayed Draw(j)(l)(q)
      9.31% (LIBOR +
6.50%, 1.00% Floor)
      4/12/2022       2,485              
Prototek Sheetmetal Fabrication, LLC
244 Burnham Intervale Rd
Contoocook, NH 03229
    High Tech Industries       Senior Secured       9.51% (LIBOR +
7.00%, 1.00% Floor)
      12/12/2022       3,465       3,451        
                Delayed Draw(j)(q)
      9.51% (LIBOR +
7.00%, 1.00% Floor)
      12/12/2022       2,329       809        
                Revolver(j)
      9.51% (LIBOR +
7.00%, 1.00% Floor)
      12/12/2022       233              
RedZone Robotics, Inc.
91 43rd Street, Suite 250
Pittsburgh, PA 15201
    Services: Business       Senior Secured       9.26% (LIBOR +
6.75%, 1.00% Floor)
      6/5/2023       946       868        
                Revolver(j)
      9.26% (LIBOR +
6.75%, 1.00% Floor)
      6/5/2023       158              
Rockdale Blackhawk, LLC
1700 Brazos Avenue
Rockdale, TX 76567
    Healthcare & Pharmaceuticals       DIP Facility       15.10%
      n/a(m)
      226       226        
                DIP Facility       15.10%
      n/a(m)
      8,877       8,877        
                Senior Secured       15.51% (LIBOR +
13.00%, 1.00% Floor)(p)
      3/31/2020       10,923       8,667        

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Name and Address of Portfolio Company(a)   Industry   Type of
Investment
  Interest Rate(b)   Maturity Date   Principal Due at Maturity   Fair Value of Investment(c)   Percentage of Class Held
                         (in thousands)     
RPL Bidco Limited
67-74 Saffron Hill
London, England, EC1N 8QX
    High Tech Industries       Senior
Secured(h)(i)(r)
      8.39% (LIBOR +
7.50%)
      11/9/2023       13,774     $ 13,912        
                Delayed Draw(h)(i)(j)(q)(r)
      8.39% (LIBOR +
7.50%)
      11/9/2023       2,041              
                Revolver(h)(i)(j)(r)
      8.39% (LIBOR +
7.50%)
      11/9/2023       510              
RugsUSA, LLC
8 Santa Fe Way
Cranbury, NJ 08512
    Consumer Goods: Durable       Unitranche(l)
      9.31% (LIBOR +
6.50%, 1.00% Floor)
      4/28/2023       4,000       4,002        
SHI Holdings, Inc.
620 Newport Center Drive, 8th Floor
Newport Beach, CA 92660
    Healthcare & Pharmaceuticals       Senior Secured(g)(k)
      12.76% (LIBOR +
10.25%, 1.00% Floor)
      7/10/2019       2,598       2,598        
                Revolver(g)(j)
      12.76% (LIBOR +
10.25%)
      7/10/2019       4,227       3,342        
                Common stock (24 shares)(e)(g)
      (f)
                  307       19.09 % 
StormTrap, LLC
1287 Windham Parkway
Romeoville, IL 60446
    Environmental Industries       Senior Secured       8.01% (LIBOR +
5.50%, 1.00% Floor)
      12/8/2023       8,000       7,860        
                Revolver(j)
      8.01% (LIBOR +
5.50%, 1.00% Floor)
      12/8/2023       432              
Summit Container Corporation
4080 McGinnis Ferry Rd., Suite 501
Alpharetta, GA 30005
    Containers, Packaging & Glass       Senior Secured(g)(k)
      10.51% (LIBOR +
8.00%, 1.00% Floor)
      1/6/2021       3,259       3,034        
                Revolver(g)(j)(k)
      10.51% (LIBOR +
8.00%, 1.00% Floor)
      1/6/2021       8,000       6,660        
                Warrant to purchase up to 19.5% of the equity(e)(g)
      (f)
      1/6/2024                    
Synergy Environmental Corporation
1180 Peachtree Street, Suite 2500
Atlanta, GA 30309
    Environmental Industries       Senior Secured(k)
      9.01% (LIBOR +
6.50%, 0.50% Floor)
      4/29/2021       2,932       2,919        
                Senior Secured(k)
      9.01% (LIBOR +
6.50%, 0.50% Floor)
      4/29/2021       490       488        
                Delayed Draw(j)(q)
      9.01% (LIBOR +
6.50%, 0.50% Floor)
      4/29/2021       1,320       834        
                Revolver(j)
      9.01% (LIBOR +
6.50%, 0.50% Floor)
      4/29/2021       671       94        
The Octave Music Group, Inc.
850 Third Avenue, Suite 15C
New York, NY 10022
    Media: Diversified & Production       Junior Secured       10.63% (LIBOR +
8.25%, 1.00% Floor)
      5/27/2022       5,000       5,000        
The Tie Bar Operating Company, LLC
123 Ambassador Drive, Suite 123
Naperville, IL 60540
    Retail       Class A Preferred Units (1,275 units)(d)(e)
                        109       0.26 % 
                Class B Preferred Units (1,275 units)(d)(e)
                              0.26 % 
The Worth Collection, Ltd.
520 Eighth Avenue, 23rd Floor
New York, NY 10018
    Retail       Senior Secured(k)
      11.01% (LIBOR +
8.50%, 0.50% Floor)
      9/29/2021       10,588       8,639        
Toojay's Management LLC
3654 Georgia Avenue
West Palm Beach, FL 33405
    Beverage, Food & Tobacco       Senior Secured       8.01% (LIBOR +
5.50%, 1.00% Floor)
      10/26/2022       3,500       3,497        
                Delayed Draw(j)(q)
      8.01% (LIBOR +
5.50%, 1.00% Floor)
      10/26/2022       477              
                Revolver(j)
      8.01% (LIBOR +
5.50%, 1.00% Floor)
      10/26/2022       159       79        
TRG, LLC
19115 W. Casey Road
Libertyville, IL 60048
    Hotels, Gaming & Leisure       Senior Secured       9.85% Cash/5.29% PIK (LIBOR +
12.79%, 0.50% Floor)(ac)
      3/31/2021       17,144       18,636        
                CapEx       9.85% Cash/2.00% PIK (LIBOR +
9.50%, 0.50% Floor)
      3/31/2021       1,367       1,486        
                Revolver(j)
      11.85% (LIBOR +
9.50%, 0.50% Floor)
      3/31/2021       262       142        
TRP Construction Group, LLC
2213 Moneda Street
Haltom City, TX 76117
    Services: Business       Senior Secured(k)
      9.01% (LIBOR +
6.50%, 1.00% Floor)
      10/5/2022       7,960       7,920        

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Name and Address of Portfolio Company(a)   Industry   Type of
Investment
  Interest Rate(b)   Maturity Date   Principal Due at Maturity   Fair Value of Investment(c)   Percentage of Class Held
                         (in thousands)     
                Delayed Draw(j)(q)
      9.01% (LIBOR +
6.50%, 1.00% Floor)
      10/5/2022       7,000     $ 5,656        
                Revolver(j)
      9.01% (LIBOR +
6.50%, 1.00% Floor)
      10/5/2022       2,133              
Valudor Products LLC
11260 EL Camino Real
San Diego, CA 92130
    Chemicals, Plastics & Rubber       Senior Secured       10.01% (LIBOR +
7.50%, 1.00% Floor)
      6/19/2023       1,604       1,600        
                Senior Secured(ad)
      10.01% (LIBOR +
7.50%, 1.00% Floor)
      6/19/2023       211       210        
                Revolver(j)
      12.01% (LIBOR +
9.50%, 1.00% Floor)
      6/19/2023       818       607        
                Class A-1 Units (501,014)(d)(e)
      10.00% PIK                   213       5.27 % 
VPS Holdings, LLC
30012 Ivy Glenn Dr., Suite 210
Laguna Niguel, CA 92677
    High Tech Industries       Senior Secured       9.51% (LIBOR +
7.00%, 1.00% Floor)
      10/4/2024       5,000       4,960        
                Delayed Draw(j)(q)
      9.51% (LIBOR +
7.00%, 1.00% Floor)
      10/4/2024       4,000              
                Revolver(j)
      9.51% (LIBOR +
7.00%, 1.00% Floor)
      10/4/2024       1,000       100        
WillowTree, LLC
107 5th Street Southeast, Suite B
Charlottesville, VA 22902
    High Tech Industries       Senior Secured       8.01% (LIBOR +
5.50%, 1.00% Floor)
      10/9/2023       7,980       7,972        
                Revolver(j)
      8.01% (LIBOR +
5.50%, 1.00% Floor)
      10/9/2023       1,000       479        
Yandy Holding, LLC
21615 N. 7th Avenue
Phoenix, AZ 85027
    Retail       Senior Secured       13.51% (LIBOR +
11.00%, 1.00% Floor)
      9/30/2019       3,643       3,632        
                Revolver(j)
      13.51% (LIBOR +
11.00%, 1.00% Floor)
      9/30/2019       907              

(a) All of our investments are issued by eligible portfolio companies, as defined in the Investment Company Act of 1940 (the “1940 Act”), unless otherwise noted. All of our investments are issued by U.S. portfolio companies unless otherwise noted.
(b) The majority of the investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) or Prime Rate (“Prime” or “P”) which reset daily, monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR or Prime and the current contractual interest rate in effect at December 31, 2018. Certain investments are subject to a LIBOR or Prime interest rate floor, or rate cap.
(c) Because there is no readily available market value for these investments, the fair value of these investments is determined in good faith using significant unobservable inputs by our board of directors as required by the Investment Company Act of 1940. (See Note 4 in the accompanying notes to the consolidated financial statements.)
(d) Represents less than 5% ownership of the portfolio company’s voting securities.
(e) Ownership of certain equity investments may occur through a holding company or partnership.
(f) Represents a non-income producing security.
(g) As defined in the 1940 Act, the Company is deemed to be an “Affiliated Person” of the portfolio company as it owns five percent or more of the portfolio company’s voting securities. See Note 5 in the accompanying notes to the consolidated financial statements for additional information on transactions in which the issuer was an Affiliated Person (but not a portfolio company that the Company is deemed to control).
(h) This investment is treated as a non-qualifying investment under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2018, non-qualifying assets totaled 16.36% of the Company’s total assets.
(i) This is an international company.
(j) All or a portion of this commitment was unfunded at December 31, 2018. As such, interest is earned only on the funded portion of this commitment.

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(k) All of this loan is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(l) The Company structures its unitranche secured loans as senior secured loans. The Company obtains security interests in the assets of these portfolio companies that serve as collateral in support of the repayment of these loans. This collateral may take the form of first-priority liens on the assets of a portfolio company. Generally, the Company syndicates a “first out” portion of the loan to an investor and retains a “last out” portion of the loan, in which case the “first out” portion of the loan will generally receive priority with respect to payments of principal, interest and any other amounts due thereunder. Unitranche structures combine characteristics of traditional first lien senior secured as well as second lien and subordinated loans and the Company’s unitranche secured loans will expose the Company to the risks associated with second lien and subordinated loans and may limit the Company’s recourse or ability to recover collateral upon a portfolio company’s bankruptcy. Unitranche secured loans typically provide for moderate loan amortization in the initial years of the facility, with the majority of the amortization deferred until loan maturity. Unitranche secured loans generally allow the borrower to make a large lump sum payment of principal at the end of the loan term, and there is a risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity. In many cases the Company, together with its affiliates, are the sole or majority lender of these unitranche secured loans, which can afford the Company additional influence with a borrower in terms of monitoring and, if necessary, remediation in the event of underperformance.
(m) This is a demand note with no stated maturity.
(n) A portion of this loan (principal of $2,010) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(o) A portion of the PIK interest rate for Cornerstone Detention Products, Inc. is structured as a fee paid upon the termination of the commitment. The fee currently accrues at 2.33% per annum.
(p) This position was on non-accrual status as of December 31, 2018, meaning that the Company has ceased accruing interest income on the position. See Note 2 in the accompanying notes to the consolidated financial statements for additional information on the Company’s accounting policies.
(q) This delayed draw loan requires that certain financial covenants be met by the portfolio company prior to any fundings.
(r) This loan is denominated in Great Britain pounds and is translated into U.S. dollars as of the valuation date.
(s) The PIK portion of the interest rate for HFZ Capital Group, LLC is structured as a fee paid upon the termination of the commitment. The fee currently accrues at 0.17% per annum.
(t) A portion of this loan (principal of $5,061) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(u) The PIK portion of the interest rate for Incipio, LLC is structured as a fee paid upon the termination of the commitment. The fee currently accrues at 0.56% per annum.
(v) A portion of this loan (principal of $46) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(w) A portion of this loan (principal of $1,015) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP and is therefore not collateral to the Company’s revolving credit facility.
(x) A portion of this loan (principal of $1,938) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP and is therefore not collateral to the Company’s revolving credit facility.
(y) The PIK portion of the interest rate for Landpoint, LLC is structured as a fee paid upon the termination of the commitment. The fee currently accrues at 2.25% per annum.
(z) As defined in the 1940 Act, the Company is deemed to be both an “Affiliated Person” of and to “Control” this portfolio company as it owns more than 25% in company’s voting securities. See Note 5 in the accompanying notes to the consolidated financial statements for additional information on transactions in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to Control.

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(aa) A portion of this loan (principal of $9,258) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(ab) A portion of this loan (principal of $525) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP and is therefore not collateral to the Company’s revolving credit facility.
(ac) A portion of the PIK interest rate for TRG, LLC is structured as a fee paid upon the termination of the commitment. The fee currently accrues at 3.29% per annum.
(ad) This investment represents a note convertible to preferred shares of the borrower.

n/a — not applicable

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MANAGEMENT

Our business and affairs are managed under the direction of our board of directors. The board of directors consists of seven members, four of whom are not “interested persons” of us, MC Advisors or their respective affiliates as defined in Section 2(a)(19) of the 1940 Act. We refer to these individuals as our “independent directors.” Our board of directors elects our officers, who serve at the discretion of the board of directors. The responsibilities of our board of directors include oversight of our investment activities, quarterly valuation of our assets, oversight of our financing arrangements and corporate governance activities.

Oversight of our investment activities extends to oversight of the risk management processes employed by MC Advisors as part of its day-to-day management of our investment activities. The board of directors anticipates reviewing enterprise risk management processes at both regular and special board meetings throughout the year, consulting with appropriate representatives of MC Advisors as necessary and periodically requesting the production of risk management reports or presentations. The goal of the board of directors’ risk oversight function is to ensure that the risks associated with our investment activities are accurately identified, thoroughly investigated and responsibly addressed. Investors should note, however, that the board of directors’ oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of investments.

The board of directors has established an audit committee, a nominating and corporate governance committee and a compensation committee, and may establish additional committees from time to time as necessary. The scope of each committee’s responsibilities is discussed in greater detail below. Theodore L. Koenig, an interested person of us, serves as Chairman of the board of directors. The board of directors believes that it is in the best interests of our investors for Mr. Koenig to lead the board of directors because of his broad experience with the day-to-day management and operation of other investment funds and his significant background in the financial services industry, as described below. The board of directors does not have a lead independent director. However, Thomas J. Allison, the chairman of the audit committee, is an independent director and acts as a liaison between the independent directors and management between meetings of the board of directors and is involved in the preparation of agendas for board and committee meetings. The board of directors believes that its leadership structure is appropriate in light of the characteristics and circumstances of Monroe Capital Corporation because the structure allocates areas of responsibility among the individual directors and the committees in a manner that enhances effective oversight. The board of directors also believes that its size creates a highly efficient governance structure that provides ample opportunity for direct communication and interaction between MC Advisors and the board of directors.

Board of Directors

Under our charter and bylaws, our directors are divided into three classes. At each annual meeting, directors will be elected for staggered terms of three years, with the term of office of only one of these three classes of directors expiring each year. Each director will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualifies.

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Directors

Information regarding the board of directors is as follows:

       
Name   Age   Position   Director
Since
  Term
Expires
Interested Directors
                   
Theodore L. Koenig   60   Chairman of the board of directors and Chief Executive Officer   2011   2021
Aaron D. Peck   48   Director, Chief Financial Officer and Chief Investment Officer   2012   2020
Jeffrey D. Steele   58   Director   2012   2021
Independent Directors
                   
Thomas J. Allison   67   Director   2013   2019
Jeffrey A. Golman   63   Director   2012   2020
Robert S. Rubin   62   Director   2012   2019
Jorde M. Nathan   56   Director   2013   2020

The address for each of our directors is c/o Monroe Capital Corporation, 311 South Wacker Drive, Suite 6400, Chicago, IL 60606.

Biographical Information

The board of directors has determined that each of the directors is qualified to serve as our director, based on a review of the experience, qualifications, attributes and skills of each director, including those described below. The board of directors has determined that each director has significant experience in the investment or financial services industries and has held management, board or oversight positions in other companies and organizations. For the purposes of this presentation, our directors have been divided into two groups — independent directors and interested directors. Interested directors are “interested persons” as defined in the 1940 Act.

Independent Directors

Thomas J. Allison has served on our board of directors and as our Audit Committee Chairperson since April 2013. Mr. Allison is currently Principal of Thomas J. Allison & Associates, a senior management services firm, Senior Advisor of Portage Point Partners, an interim management and business advisory firm, a director of Katy Industries, a manufacturer of commercial cleaning solutions and consumer storage products, a director of PTC Alliance Group Holdings, a global manufacturer of steel tubing, a director of The NORDAM Group, Inc., an aerospace company, a director of Novum Pharma and a director of CannaTrac Technology, a logistics company. From September 2018 to January 2019, Mr. Allison was a director of PGHC Holdings, Inc., a restaurant holding company. From May to September 2016, Mr. Allison was a director of Rockpile Energy Services. From April 2015 to August 2016, Mr. Allison was a director of Silver Airways. From June 2014 to February 2015, Mr. Allison was CEO and a director of American Optical Services. From March to November 2014, Mr. Allison was Chairman of the Board and President of Forge Group, Inc., a mining services company. From 2006 until his retirement in 2012, Mr. Allison served as Executive Vice President and Senior Managing Director of Mesirow Financial Consulting, LLC, a full-service financial and operational advisory consulting firm headquartered in Chicago. At Mesirow, Mr. Allison managed complex turnaround situations and advised on major reorganizations and insolvencies. He also served as CEO, CFO or CRO for several clients. From 2002 to 2006, Mr. Allison served as National Practice Leader of the restructuring practice of Huron Consulting Group. From 1988 to 2002, he served in a variety of roles at Arthur Andersen, LLC, including Partner-in-Charge, Central Region Restructuring Practice. Earlier in his career, Mr. Allison served in various capacities at Coopers & Lybrand, an accounting firm, First National Bank of Chicago and the Chicago Police Department. Mr. Allison has previously served as Chairman of the Association for Certified Turnaround Professionals, Chairman and Director of the Turnaround Management Association, is a Fellow in the American College of Bankruptcy and has taught as a guest lecturer at Northwestern University and DePaul University. Mr. Allison received his bachelor of science in commerce and his master of business

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administration from DePaul University. Mr. Allison’s extensive turnaround and restructuring experience, financial leadership and corporate finance experience provide our board of directors with valuable industry knowledge and practical insight.

Jeffrey A. Golman has served on our board of directors since our initial public offering in October 2012 and is our nominating and corporate governance committee chairperson and a member on our audit committee. Since 2001, Mr. Golman has served as Vice Chairman of Mesirow Financial, Inc., a diversified financial services firm headquartered in Chicago. Prior to his time with Mesirow Financial, Mr. Golman co-founded GGW Management Partners, LLC, a management-oriented investment group formed in partnership with Madison Dearborn Partners, Willis Stein & Partners and The Pritzker Organization, and was Managing Director with Lazard Frères & Co., LLC from 1989 to 1999. From 1981 to 1988, Mr. Golman worked with Salomon Brothers’ Chicago Banking Group, rising to the level of Vice President. Prior to that time, Mr. Golman practiced corporate and tax law in Chicago. Mr. Golman is a director of the Cystic Fibrosis Foundation Leadership Council’s Greater Illinois Chapter. Mr. Golman is also a member of The Economic Club of Chicago, a member of the University of Illinois Foundation and a member of the Development Council of B.U.I.L.D., Inc. (Broader Urban Involvement and Leadership Development), a non-profit organization which helps at-risk youth realize their potential and contributes to the stability, safety and well-being of our communities. Mr. Golman also serves in an advisory position and as a member of the Law Board of Northwestern University School of Law. Mr. Golman received his bachelor of science in accounting from the University of Illinois in Champaign-Urbana and received his juris doctor from Northwestern University. Mr. Golman brings extensive capital markets and middle market investment banking experience to our board.

Jorde M. Nathan has served on our board of directors and as a member of our nominating and corporate governance committee since April 2013. Mr. Nathan was a Managing Director of Barclays Bank, a major global financial services provider, from 2008 until his retirement in 2012. From 1993 until 2008, Mr. Nathan was employed by Lehman Brothers Inc., and served as a Managing Director of distressed, high yield and leverage loan sales and trading. From 1985 to 1993, Mr. Nathan served in various capacities as a First Scholar at The First National Bank of Chicago, ultimately serving as head of trading for bank loans. Mr. Nathan graduated Phi Beta Kappa with an AB degree in Chinese Language and Economics from Amherst College and earned his master of business administration from the University of Chicago. Mr. Nathan is a member of the national board and serves as chairman of the central region of the Friends of Israel Defense Forces. Mr. Nathan’s significant capital markets and leveraged loan experience provides our board of directors with industry knowledge and practical insight.

Robert S. Rubin has served on our board of directors since our initial public offering in October 2012 and is our compensation committee chairperson, a member of our audit committee and a member of our nominating and corporate governance committee. Mr. Rubin is currently managing principal of the Diamond Group, an investment group that operates various companies and partnerships engaged in asset management and real estate investments. Since 1999, Mr. Rubin has been Managing Principal of the Diamond Group and its various affiliates. Mr. Rubin was formerly Vice Chairman of the board of Diamond Bancorp, Inc. in Chicago. From 1997 to 1998, Mr. Rubin founded and ran a boutique derivatives advisory firm called Prospect Park Capital Advisors, and from 1991 to 1997 co-founded and ran Horizon Advisors, a hedge fund and commodity trading advisor. From 1986 to 1991, Mr. Rubin worked at Nomura Securities in the Global Syndicate and New Products Department, where he co-founded and served on the board of Nomura Capital Services Inc., the first Japanese dealer in derivative products. From 1983 to 1986, Mr. Rubin worked at First National Bank of Chicago (now a part of JPMorgan Chase Bank, N.A.). Mr. Rubin currently serves on the board of Aleh Negev, which supports facilities for developmentally disabled children and adults in Israel. Mr. Rubin received his bachelor of arts from Harvard College in 1978 and his master of business administration from the University of Chicago in 1986. Mr. Rubin brings extensive capital markets, risk management and business operating experience to our board.

Interested Directors

Theodore L. Koenig has served as our chairman of the board and chief executive officer since our formation in February 2011 and as chairman of MC Advisors’ investment committee since our initial public offering in October 2012. Additionally, Mr. Koenig is the chief executive officer and a manager of MC Advisors. Since founding Monroe Capital in 2004, Mr. Koenig has served continuously as its President and Chief Executive Officer. Prior to founding Monroe Capital, Mr. Koenig served as the President and Chief

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Executive Officer of Hilco Capital LP from 1999 to 2004, where he invested in distressed debt, junior secured debt and unsecured subordinated debt transactions. From 1986 to 1999, Mr. Koenig was a partner with the Chicago-based corporate law firm, Holleb & Coff. Mr. Koenig is a past President of the Indiana University Kelley School of Business Alumni Club of Chicago. He currently serves as director of the Commercial Finance Association and is a member of the Turnaround Management Association and the Association for Corporate Growth. Mr. Koenig also serves on the Dean’s Advisory Council, Kelley School of Business; Board of Overseers, Chicago-Kent School of Law; and as Vice Chairman of the Board of Trustees of Allendale School, a non-profit residential and educational facility for emotionally troubled children in the greater Chicago area. He also holds a certification as a Certified Public Accountant. Mr. Koenig received a bachelor of science in accounting, with high honors, from Indiana University and earned a juris doctor, with honors, from Chicago Kent College of Law. Mr. Koenig’s depth of experience investing in a variety of debt transactions as well as his legal background provides our board of directors with valuable experience, insight and perspective.

Aaron D. Peck has served on our board of directors and as a member of MC Advisors’ investment committee since our initial public offering in October 2012. Additionally, Mr. Peck serves as our Chief Financial Officer, Chief Investment Officer and Corporate Secretary. Mr. Peck has been a managing director of Monroe Capital since September 2012, where he is responsible for portfolio management and strategic initiatives and co-leads Monroe Capital’s specialty financing lending practice. From 2002 to 2003 and from 2004 to June 2011, Mr. Peck worked in various capacities at Deerfield Capital Management LLC, including serving as its Co-Chief Investment Officer and as Managing Director of its Middle Market Lending Group. He also helped establish and served as chief portfolio manager for Deerfield Capital Corp. (f/k/a Deerfield Triarc Capital Corp.), a publicly-traded externally-managed specialty finance hybrid mortgage REIT. For Deerfield Capital Corp., Mr. Peck was the primary point of contact for institutional and retail investors, equity research analysts, investment bankers and lenders. Mr. Peck also served as a member of Deerfield Capital’s Executive Committee, Investment Committee and Risk Management Committee. From 2003 to 2004, Mr. Peck served as Senior Director of AEG Investors LLC and led the company’s efforts in acquiring distressed middle market loans. From 2001 to 2002, Mr. Peck was a senior research analyst at Black Diamond Capital Management LLC. Prior to that, Mr. Peck worked in leveraged credit at several investment firms including Salomon Smith Barney, Merrill Lynch, ESL Investments and Lehman Brothers. Mr. Peck received his bachelor of science in commerce from the University of Virginia, McIntire School of Commerce and received a master of business administration with honors from The University of Chicago, Graduate School of Business. Mr. Peck’s extensive experience in public company management, capital markets, risk management and financial services gives the board of directors valuable industry knowledge, expertise and insight.

Jeffrey D. Steele has served on our board of directors since our initial public offering in October 2012. Mr. Steele currently serves as President, Healthcare and Suburban Banking of CIBC US (formerly known as The Private Bank), a commercial bank headquartered in Chicago, where he has worked since 2007. Mr. Steele was a founding member of The Private Bank’s Transitional Management Team, and is currently a member on the bank’s Executive Committee and Loan Committee, where his responsibilities include operations, compliance, bank-wide performance and credit approval. From 1992 to 2007, Mr. Steele worked in various capacities at LaSalle Bank, N.A., including serving as Group Senior Vice President from 2001 to 2007. From 1982 to 1992, he served in a variety of roles at National Boulevard Bank of Chicago, including Vice President and Co-Head of Commercial Banking. Mr. Steele has previously served as a board member of the Better Government Association in Chicago and has taught as a guest lecturer at Indiana University Kelley School of Business and the University of Iowa Tippie College of Business. Mr. Steele received his bachelor of science in finance from Indiana University and completed a graduate program in banking management at the Stonier Graduate School of Banking. Mr. Steele brings extensive middle market commercial banking and corporate finance experience to our board of directors.

Audit Committee

Thomas J. Allison, Jeffrey A. Golman and Robert S. Rubin serve as members of our audit committee. Mr. Allison serves as chairman of the audit committee. The members of the audit committee are independent directors, each of whom meets the independence standards established by the SEC and The Nasdaq Stock Market for audit committees and is independent for purposes of the 1940 Act. Our board of directors has

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determined that each of the members of our audit committee is an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K of the Exchange Act. The audit committee is responsible for approving our independent accountants, reviewing with our independent accountants the plans and results of the audit engagement, approving professional services provided by our independent accountants, reviewing the independence of our independent accountants and reviewing the adequacy of our internal accounting controls. The audit committee is also responsible for aiding our board of directors in fair value pricing debt and equity securities that are not publicly traded or for which current market values are not readily available. The board of directors and audit committee utilize the services of independent valuation firms to help them determine the fair value of these securities. The audit committee charter is available on our corporate website. The audit committee met four times in 2018.

Nominating and Corporate Governance Committee

The members of the nominating and corporate governance committee are Jeffrey A. Golman, Jorde M. Nathan and Robert S. Rubin, each of whom is independent for purposes of the 1940 Act and the Nasdaq corporate governance regulations. Mr. Golman serves as chairman of the nominating and corporate governance committee. The nominating and corporate governance committee is responsible for selecting, researching and nominating directors for election by our stockholders, selecting nominees to fill vacancies on the board or a committee of the board, developing and recommending to the board a set of corporate governance principles and overseeing the evaluation of the board and our management. The nominating and corporate governance committee charter is available on our corporate website. The nominating and corporate governance committee met one time in 2018.

The nominating and corporate governance committee considers nominees to the board of directors recommended by a stockholder, if such stockholder complies with the advance notice provisions of our bylaws. Our bylaws provide that a stockholder who wishes to nominate a person for election as a director at a meeting of stockholders must deliver written notice to our corporate secretary. This notice must contain, as to each nominee, all of the information relating to such person as would be required to be disclosed in a proxy statement meeting the requirements of Regulation 14A under the Exchange Act, and certain other information set forth in the bylaws. In order to be eligible to be a nominee for election as a director by a stockholder, such potential nominee must deliver to our corporate secretary a written questionnaire providing the requested information about the background and qualifications of such person and a written representation and agreement that such person is not and will not become a party to any voting agreements, any agreement or understanding with any person with respect to any compensation or indemnification in connection with service on the board of directors, and would be in compliance with all of our publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines.

Compensation Committee

The members of the compensation committee are Robert S. Rubin, Thomas J. Allison and Jorde M. Nathan, each of whom is independent for purposes of the 1940 Act and the Nasdaq corporate governance regulations. Mr. Rubin serves as chairman of the compensation committee. However, our executive officers are paid by MC Advisors and do not receive any direct compensation from us. The Investment Advisory Agreement, which provides for the compensation payable to MC Advisors, is separately approved by a majority of the independent directors in accordance with Nasdaq Marketplace Rule 5605(d) and Section 15(c) of the 1940 Act. The compensation committee charter is available on our corporate website. The compensation committee met one time in 2018.

Compensation of Executive Officers

Our executive officers do not receive any direct compensation from us. We do not currently have any employees and do not expect to have any employees. Our day-to-day investment operations are managed by MC Advisors. Services necessary for our business are provided by individuals who are employees of an affiliate of MC Advisors, pursuant to the terms of our Investment Advisory Agreement and our administration agreement. Each of our executive officers is an employee of an affiliate of MC Advisors. We reimburse MC Management, as administrator, for its allocable portion of expenses incurred by it in performing its

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obligations under the administration agreement, including its allocable portion of the cost of our officers and their respective staffs, and we reimburse MC Advisors for certain expenses under the Investment Advisory Agreement.

Compensation of Directors

Each independent director and each interested director who is not an employee of MC Advisors or any of its affiliates, receives an annual retainer of $20,000 for serving on the board of directors and a $1,000 fee for each meeting attended. The chair of our audit committee receives a $15,000 annual retainer and the chair of our nominating and corporate governance committee receives a $5,000 annual retainer. Mr. Steele, who is not an employee of us, MC Advisors or its affiliates, is the only interested director that currently receives director compensation. “Interested Directors” that are employees of MC Advisors or its affiliates do not receive additional compensation for service as a member of our board of directors. We also reimburse each of the above directors for all reasonable and authorized business expenses in accordance with our policies as in effect from time-to-time.

The following table shows information regarding the compensation received by our directors, none of whom is an employee of the Company, for the fiscal year ended December 31, 2018. No compensation is paid by us to interested directors, other than to Mr. Steele, who is not an employee of us or MC Advisors. There are no executive officers of the Company who are not directors.

   
Name   Fees Earned or
Paid in Cash
  Total
Independent Directors
                 
Thomas J. Allison   $ 40,000     $ 40,000  
Jeffrey A. Golman   $ 29,000     $ 29,000  
Jorde M. Nathan   $ 25,000     $ 25,000  
Robert S. Rubin   $ 24,000     $ 24,000  
Interested Directors
                 
Jeffrey D. Steele   $ 25,000     $ 25,000  
Theodore L. Koenig   $ None     $ None  
Aaron D. Peck   $ None     $ None  

Investment Committee

The investment committee of MC Advisors responsible for our investments meets regularly to consider our investments, direct our strategic initiatives and supervise the actions taken by MC Advisors on our behalf. In addition, the investment committee reviews and determines whether to make prospective investments identified by MC Advisors and monitors the performance of our investment portfolio. The investment committee consists of Messrs. Koenig, Peck, Egan and VanDerMeid.

Information regarding members of MC Advisors’ investment committee who are not also our directors is as follows:

Michael J. Egan has more than 30 years of experience in commercial finance, credit administration and banking. Mr. Egan joined Monroe Capital in 2004 and is responsible for credit policies and procedures along with portfolio and asset management. Mr. Egan also served as Executive Vice President and Chief Credit Officer of Hilco Capital from 1999 to 2004. Prior to joining Hilco Capital LP, Mr. Egan was with The CIT Group/Business Credit, Inc. for a ten-year period beginning in 1989, where he served as Senior Vice President and Regional Manager for the Midwest U.S. Region responsible for all credit, new business and operational functions. Prior to joining The CIT Group, Mr. Egan was a commercial lending officer with The National Community Bank of New Jersey (The Bank of New York) and a credit analyst with KeyCorp, where he completed a formal management and credit training program.

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Jeremy T. VanDerMeid has more than 20 years of lending and corporate finance experience and is responsible for portfolio management, capital markets and all trading functions for Monroe Capital. Prior to joining Monroe Capital in 2007, Mr. VanDerMeid was with Morgan Stanley Investment Management in the Van Kampen Senior Loan Group. Mr. VanDerMeid managed a portfolio of bank loans for Van Kampen and also led the firm’s initiative to increase its presence with middle-market lenders and private equity firms. Prior to his work at Morgan Stanley, he worked for Dymas Capital and Heller Financial where he originated, underwrote, and managed various middle-market debt transactions.

Portfolio Management

Each investment opportunity requires the consensus and receives the unanimous approval of MC Advisors’ investment committee. Follow-on investments in existing portfolio companies require the investment committee’s approval beyond that obtained when the initial investment in the company was made. In addition, the investment committee oversees any temporary investments, such as those in cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less. The day-to-day management of investments approved by the investment committee is overseen by the investment committee. Biographical information with respect to the investment committee is set forth under “— Biographical Information — Interested Directors” and “— Investment Committee.”

Each of Messrs. Koenig, Peck, Egan and VanDerMeid has ownership and financial interests in, and may receive compensation and/or profit distributions from, MC Advisors. None of Messrs. Koenig, Peck, Egan and VanDerMeid receives any direct compensation from us.

The table below shows the dollar range of shares of our common stock beneficially owned by each member of the investment committee of MC Advisors responsible for our investments as of the end of our most recently completed fiscal year.

 
Investment Committee of MC Advisors   Dollar Range of Equity Securities
in Monroe Capital Corporation(1)(2)
Theodore L. Koenig     over $1,000,000  
Aaron D. Peck     $100,001 – $500,000  
Michael J. Egan     $100,001 – $500,000  
Jeremy T. VanDerMeid     $10,001 – $50,000  

(1) Dollar ranges are as follows: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, $100,001 – $500,000; $500,001 – $1,000,000 or over $1,000,000.
(2) The dollar range of equity securities beneficially owned by the members of our investment committee is based on a closing stock price of $9.60 per share as of December 31, 2018.

Messrs. Koenig, Peck, Egan and VanDerMeid, through their roles with Monroe Capital, are also primarily responsible for the day-to-day management of 17 other pooled investment vehicles, a private BDC and seven other accounts in which their affiliates may receive incentive fees, with a total amount of approximately $6.4 billion of capital under management as of December 31, 2018.

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MANAGEMENT AND OTHER AGREEMENTS

We are externally managed by MC Advisors, an affiliate of ours, pursuant to the Investment Advisory Agreement and another of our affiliates, MC Management, provides administrative services to us pursuant to an Administration Agreement. Each of MC Advisors and MC Management are privately-held companies that are indirectly owned and controlled by Theodore L. Koenig, our chairman and chief executive officer. The management services and fees in effect under the Investment Advisory Agreement and the administrative services under the Administration Agreement are described further below. In addition, we pay our direct expenses including, but not limited to, directors’ fees, legal and accounting fees and stockholder related expenses under the Investment Advisory Agreement.

The principal executive office of MC Advisors and MC Management is 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606.

Investment Advisory Agreement

MC Advisors is a registered investment adviser under the Advisers Act. Subject to the overall supervision of our board of directors and in accordance with the 1940 Act, MC Advisors manages our day-to-day operations and provides investment advisory services to us. Under the terms of the Investment Advisory Agreement, MC Advisors:

determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;
assists us in determining what securities we purchase, retain or sell;
identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio companies); and
executes, closes, services and monitors the investments we make.

MC Advisors’ services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to us are not impaired.

Management and Incentive Fee

Under the Investment Advisory Agreement with MC Advisors and subject to the overall supervision of our board of directors, MC Advisors provides investment advisory services to us. For providing these services, MC Advisors receives a fee from us, consisting of two components — a base management fee and an incentive fee. The base management fee is calculated at an annual rate of 1.75% of average invested assets (calculated as total assets excluding cash, which includes assets financed using leverage) and is payable quarterly in arrears.

The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears based on our pre-incentive fee net investment income for the preceding quarter subject to a total return requirement. Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that we have not yet received in cash. MC Advisors is not under any obligation to reimburse us for any part of the incentive fee it received that was based on accrued interest that we never actually receive.

The foregoing incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of our pre-incentive fee net investment income will be payable except to the extent 20.0% of the cumulative net increase in net assets resulting from operations over the then-current and 11 preceding quarters exceeds the cumulative incentive fees accrued and/or paid for the 11 preceding quarters (the “Incentive Fee Limitation”). Therefore, any ordinary income incentive fee that is payable in a calendar quarter will be limited to the lesser of (i) 20% of the amount by which our pre-incentive fee net investment income for such calendar

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quarter exceeds the 2% hurdle described below, subject to the “catch-up” provision, and (ii) (x) 20% of the cumulative net increase in net assets resulting from operations for the then current and 11 preceding calendar quarters minus (y) the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the amount, if positive, of the sum of our pre-incentive fee net investment income, base management fees, realized gains and losses and unrealized gains and losses for the then-current and 11 preceding calendar quarters.

Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital gains or losses. If any distributions from portfolio companies are characterized as a return of capital, such returns of capital would affect the capital gains incentive fee to the extent a gain or loss is realized. Because of the structure of the incentive fee, it is possible that we may pay an incentive fee in a quarter where we incur a loss. For example, if we receive pre-incentive fee net investment income in excess of the hurdle rate (as defined below) for a quarter, we will pay the applicable incentive fee even if we have incurred a loss in that quarter due to realized and unrealized capital losses.

Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediately preceding calendar quarter, is compared to a fixed “hurdle rate” of 2% per quarter (8% annually). If market interest rates rise, we may be able to invest our funds in debt instruments that provide for a higher return, which would increase our pre-incentive fee net investment income and make it easier for MC Advisors to surpass the fixed hurdle rate and receive an incentive fee based on such net investment income.

We pay MC Advisors an incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:

no incentive fee in any calendar quarter in which the pre-incentive fee net investment income does not exceed the hurdle rate of 2% (8% annually);
100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.5% in any calendar quarter. We refer to this portion of our pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 2.5%) as the “catch-up” provision. The catch-up is meant to provide MC Advisors with 20% of the pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 2.5% in any calendar quarter; and
20% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.5% in any calendar quarter.

These calculations are adjusted for any share issuances or repurchases during the quarter.

The following is a graphical representation of the calculation of the income-related portion of the incentive fee:

Quarterly Incentive Fee Based on Pre-Incentive Fee Net Investment Income

Pre-incentive fee net investment income (expressed as a percentage of the value of net assets)

[GRAPHIC MISSING]

Percentage of pre-incentive fee net investment income allocated to income-related portion
of incentive fee

These calculations will be appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter.

The second part of the incentive fee is a capital gains incentive fee that is determined and payable in arrears as of the end of each fiscal year (or upon termination of the investment advisory and management agreement, as of the termination date), and equals 20% of our realized capital gains as of the end of the fiscal year. In

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determining the capital gains incentive fee payable to MC Advisors, we calculate the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the amortized cost of such investment. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the amortized cost of such investment since our inception. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the amortized cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positive at the end of such year, then the capital gains incentive fee for such year equals 20% of such amount, less the aggregate amount of any capital gains incentive fees paid in respect of our portfolio in all prior years.

Examples of Quarterly Incentive Fee Calculation

Example 1: Income Related Portion of Incentive Fee before Total Return Requirement Calculation

Alternative 1

Assumptions

Investment income (including interest, dividends, fees, etc.) = 1.25%
Hurdle rate(1) = 2%
Management fee(2) = 0.4375%
Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.2%
Pre-incentive fee net investment income
  (investment income – (management fee + other expenses)) = 0.6125%

Pre-incentive fee net investment income does not exceed hurdle rate, therefore there is no income-related incentive fee.

Alternative 2

Assumptions

Investment income (including interest, dividends, fees, etc.) = 3.0%
Hurdle rate(1) = 2%
Management fee(2) = 0.4375%
Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.2%
Pre-incentive fee net investment income
  (investment income – (management fee + other expenses)) = 2.3625%
Incentive fee = 100% × Pre-incentive fee net investment income (subject to “catch-up”)(3)

     = 100% × (2.3625% – 2%)

     = 0.3625%

Pre-incentive fee net investment income exceeds the hurdle rate, but does not fully satisfy the “catch-up” provision, therefore the income-related portion of the incentive fee is 0.3625%.

Alternative 3

Assumptions

Investment income (including interest, dividends, fees, etc.) = 3.5%
Hurdle rate(1) = 2%
Management fee(2) = 0.4375%
Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.2%
Pre-incentive fee net investment income
  (investment income – (management fee + other expenses)) = 2.8625%
Incentive fee = 100% × Pre-incentive fee net investment income (subject to “catch-up”)(3)
Incentive fee = 100% × “catch-up” + (20% × (Pre-incentive fee net investment income – 2.5%))

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“Catch-up”    = 2.5% – 2%

      = 0.5%

Incentive fee = (100% × 0.5%) + (20% × (2.8625% – 2.5%))

       = 0.5% + (20% × 0.3625%)

      = 0.5% + 0.0725%

       = 0.5725%

Pre-incentive fee net investment income exceeds the hurdle rate, and fully satisfies the “catch-up” provision, therefore the income related portion of the incentive fee is 0.5725%.

(1) Represents 8.0% annualized hurdle rate.
(2) Represents 1.75% annualized base management fee.
(3) The “catch-up” provision is intended to provide our investment advisor with an incentive fee of 20% on all pre-incentive fee net investment income as if a hurdle rate did not apply when our net investment income exceeds 2.5% in any fiscal quarter.

Example 2: Income Portion of Incentive Fee with Total Return Requirement Calculation:

Assumptions

Hurdle rate(1) = 2%
Management fee(2) = 0.4375%
Other expenses (legal, accounting, transfer agent, etc.) = 0.2%
Cumulative incentive compensation accrued and/or paid for
  preceding 11 calendar quarters = $9 million

Alternative 1

Additional Assumptions

Investment income (including interest, dividends, fees, etc.) = 3.50%
Pre-incentive fee net investment income
  (investment income – (management fee + other expenses)) = 2.8625%
20.0% of cumulative net increase in net assets resulting from operations over
  current and preceding 11 calendar quarters = $8 million

Although our pre-incentive fee net investment income exceeds the hurdle rate of 2.0% (as shown in Alternative 3 of Example 1 above), no incentive fee is payable because 20.0% of the cumulative net increase in net assets resulting from operations over the then current and 11 preceding calendar quarters did not exceed the cumulative income and capital gains incentive fees accrued and/or paid for the preceding 11 calendar quarters.

Alternative 2

Additional Assumptions

Investment income (including interest, dividends, fees, etc.) = 3.50%
Pre-incentive fee net investment income
  (investment income – (management fee + other expenses)) = 2.8625%.
20% of cumulative net increase in net assets resulting from operations over
  current and preceding 11 calendar quarters = $10 million

Because our pre-incentive fee net investment income exceeds the hurdle rate of 2.0% and because 20.0% of the cumulative net increase in net assets resulting from operations over the then current and 11 preceding calendar quarters exceeds the cumulative income and capital gains incentive fees accrued and/or paid for the preceding 11 calendar quarters, an incentive fee would be payable, as shown in Alternative 3 of Example 1 above.

(1) Represents 8.0% annualized hurdle rate.
(2) Represents 1.75% annualized management fee.

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Example 3: Capital Gains Portion of Incentive Fee(*):

Alternative 1:

Assumptions

Year 1: $20 million investment made in Company A (“Investment A”), and $30 million investment made in Company B (“Investment B”)
Year 2: Investment A sold for $50 million and fair market value (“FMV”) of Investment B determined to be $32 million
Year 3: FMV of Investment B determined to be $25 million
Year 4: Investment B sold for $31 million

The capital gains portion of the incentive fee would be:

Year 1: None
Year 2: Capital gains incentive fee of $6 million — ($30 million realized capital gains on sale of Investment A multiplied by 20%)
Year 3: None — $5 million (20% multiplied by ($30 million cumulative capital gains less $5 million cumulative capital depreciation)) less $6 million (previous capital gains fee paid in Year 2)
Year 4: Capital gains incentive fee of $200,000 — $6.2 million ($31 million cumulative realized capital gains multiplied by 20%) less $6 million (capital gains incentive fee taken in Year 2)

Alternative 2

Assumptions

Year 1: $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 million investment made in Company C (“Investment C”)
Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 million
Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million
Year 4: FMV of Investment B determined to be $35 million
Year 5: Investment B sold for $20 million

The capital gains incentive fee, if any, would be:

Year 1: None
Year 2: $5 million capital gains incentive fee — 20% multiplied by $25 million ($30 million realized capital gains on Investment A less unrealized capital depreciation on Investment B)
Year 3: $1.4 million capital gains incentive fee(1)  — $6.4 million (20% multiplied by $32 million ($35 million cumulative realized capital gains less $3 million unrealized capital depreciation)) less $5 million capital gains incentive fee received in Year 2
Year 4: None
Year 5: None — $5 million (20% multiplied by $25 million (cumulative realized capital gains of $35 million less realized capital losses of $10 million)) less $6.4 million cumulative capital gains incentive fee paid in Year 2 and Year 3(2)

* The hypothetical amounts of returns shown are based on a percentage of our total net assets and assume no leverage. There is no guarantee that positive returns will be realized and actual returns may vary from those shown in this example.

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(1) As illustrated in Year 3 of Alternative 1 above, if we were to be wound up on a date other than our fiscal year end of any year, we may have paid aggregate capital gains incentive fees that are more than the amount of such fees that would be payable if we had been wound up on the fiscal year end of such year.
(2) As noted above, it is possible that the cumulative aggregate capital gains fee received by our investment advisor ($6.4 million) is effectively greater than $5 million (20% of cumulative aggregate realized capital gains less net realized capital losses or net unrealized depreciation ($25 million)).

Payment of Our Expenses

All investment professionals of MC Advisors and/or its affiliates, when and to the extent engaged in providing investment advisory and management services to us, and the compensation and routine overhead expenses of personnel allocable to these services to us, are provided and paid for by MC Advisors and not by us. We bear all other out-of-pocket costs and expenses of our operations and transactions, including, without limitation:

organization and offering;
calculating our net asset value (including the cost and expenses of any independent valuation firm);
fees and expenses incurred by MC Advisors payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for us and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring our investment and monitoring our investments and portfolio companies on an ongoing basis (although none of MC Advisors’ duties will be subcontracted to sub-advisors);
interest payable on debt, if any, incurred to finance our investments;
offerings of our common stock and other securities;
investment advisory fees;
administration fees and expenses, if any, payable under the Administration Agreement (including payments under the Administration Agreement between us and MC Management based upon our allocable portion of MC Management’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs);
transfer agent, dividend agent and custodial fees and expenses;
federal and state registration fees;
all costs of registration and listing our shares on any securities exchange;
federal, state and local taxes;
independent directors’ fees and expenses;
costs of preparing and filing reports or other documents required by the SEC or other regulators;
costs of any reports, proxy statements or other notices to stockholders, including printing costs;
fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;
direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;
proxy voting expenses; and
all other expenses incurred by us or MC Management in connection with administering our business.

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Duration and Termination

Unless terminated earlier as described below, the Investment Advisory Agreement will continue in effect from year to year if approved annually by our board of directors or by the affirmative vote of the holders of a majority of our outstanding voting securities, and, in either case, if also approved by a majority of our directors who are not “interested persons.” The Investment Advisory Agreement automatically terminates in the event of its assignment, as defined in the 1940 Act, by MC Advisors and may be terminated by either party without penalty upon not less than 60 days’ written notice to the other. The holders of a majority of our outstanding voting securities may also terminate the Investment Advisory Agreement without penalty. See “Risk Factors — Risks Relating to Our Business and Structure — We depend upon MC Advisors’ senior management for our success, and upon its access to the investment professionals of Monroe Capital and its affiliates” and “Risk Factors — Risks Relating to Our Business and Structure — MC Advisors can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.”

Indemnification

The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, MC Advisors and its affiliates’ respective officers, directors, members, managers, stockholders and employees are entitled to indemnification from us from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with our business and operations or any action taken or omitted on our behalf pursuant to authority granted by the Investment Advisory Agreement, except where attributable to gross negligence, willful misconduct, bad faith or reckless disregard of such person’s duties under the Investment Advisory Agreement.

Administration Agreement

Pursuant to an Administration Agreement, MC Management furnishes us with office facilities and equipment and provides us clerical, bookkeeping and record keeping and other administrative services at such facilities. Under the Administration Agreement, MC Management performs, or oversees the performance of, our required administrative services, which include, among other things, being responsible for the financial records that we are required to maintain and preparing reports to our stockholders and reports filed with the SEC. MC Management also assists us in determining and publishing our net asset value, oversees the preparation and filing of our tax returns, prints and disseminates reports to our stockholders and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. Under the Administration Agreement, MC Management also provides managerial assistance on our behalf to those portfolio companies that have accepted our offer to provide such assistance.

Payments under the Administration Agreement are equal to an amount based upon our allocable portion (subject to the review and approval of our board of directors) of MC Management’s overhead in performing its obligations under the Administration Agreement, including rent and our allocable portion of the cost of our officers, including our chief financial officer and chief compliance officer and their respective staffs. Unless terminated earlier as described below, the Administration Agreement will continue in effect from year to year with the approval of our board of directors. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.

MC Management may retain third parties to assist in providing administrative services to us. To the extent that MC Management outsources any of its functions, we pay the fees associated with such functions on a direct basis without profit to MC Management. We reimburse MC Management for the allocable portion (subject to the review and approval of our board of directors) of MC Management’s overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and our allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs. Under the Administration Agreement, amounts payable quarterly for administrative expenses covered under the Administration Agreement to MC Management were limited to the greater of (i) 0.375% of our average assets for such quarter and (ii) $375,000 through December 31, 2013. For the years ended December 31, 2018, 2017 and

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2016, we incurred $3.4 million, $3.4 million and $3.1 million in administrative expenses (included within Professional fees, Administrative service fees and General and administrative expenses on the consolidated statements of operations) under the Administration Agreement, respectively, of which $1.3 million, $1.2 million and $1.3 million, respectively, was related to MC Management overhead and salary allocation and paid directly to MC Management.

Indemnification

The Administration Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, MC Management and its and its affiliates’ respective officers, directors, members, managers, stockholders and employees are entitled to indemnification from us from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with our business and operations or any action taken or omitted on our behalf pursuant to authority granted by the Administration Agreement, except where attributable to gross negligence, willful misconduct, bad faith or reckless disregard of such person’s duties under the Administration Agreement.

License Agreement

We have entered into a license agreement with Monroe Capital under which Monroe Capital has agreed to grant us a non-exclusive, royalty-free license to use the name “Monroe Capital.” Under this agreement, we have a right to use the “Monroe Capital” name for so long as MC Advisors or one of its affiliates remains our investment advisor. Other than with respect to this limited license, we have no legal right to the “Monroe Capital” name. This license agreement will remain in effect for so long as the Investment Advisory Agreement with MC Advisors is in effect.

Staffing Agreement

We do not have any internal employees. We depend on the diligence, skill and network of business contacts of the senior investment professionals of MC Advisors to achieve our investment objective. MC Advisors is an affiliate of Monroe Capital and depends upon access to the investment professionals and other resources of Monroe Capital and Monroe Capital’s affiliates to fulfill its obligations to us under the Investment Advisory Agreement. MC Advisors also depends upon Monroe Capital to obtain access to deal flow generated by the professionals of Monroe Capital and its affiliates. Under the Staffing Agreement, MC Management provides MC Advisors with the resources necessary to fulfill these obligations. The Staffing Agreement provides that MC Management will make available to MC Advisors experienced investment professionals and access to the senior investment personnel of Monroe Capital for purposes of evaluating, negotiating, structuring, closing and monitoring our investments. The Staffing Agreement also includes a commitment that the members of MC Advisors’ investment committee serve in such capacity. The Staffing Agreement remains in effect until terminated and may be terminated by either party without penalty upon 60 days’ written notice to the other party. Services under the Staffing Agreement are provided to MC Advisors on a direct cost reimbursement basis, and such fees are not our obligation.

Board Approval of the Investment Advisory Agreement and Staffing Agreement

At a meeting of our board of directors held on August 2, 2018, the board, including directors who are not “interested persons” as defined in the 1940 Act, voted unanimously to approve and continue the Investment Advisory Agreement for another annual period in accordance with the requirements of the 1940 Act. The approval included consideration and approval of the specific individuals provided through the Staffing Agreement between MC Advisors and MC Management that comprise our investment committee. In reaching a decision to approve and continue the Investment Advisory Agreement and investment committee, our board of directors reviewed a significant amount of information and considered, among other things:

Nature, Quality and Extent of Services. Our board of directors reviewed information about the services to be performed and the personnel performing such services under the Investment Advisory Agreement and Staffing Agreement, including the specific approval of the members of the investment committee to be provided pursuant to the Staffing Agreement. Our board of directors considered the nature, extent and quality of the investment selection process employed by MC

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Advisors and the experience of the members of the investment committee. Our board of directors concluded that the services to be provided under the Investment Advisory Agreement are consistent with those of comparable business development companies described in the available market data.
The reasonableness of the fees paid to MC Advisors. Our board of directors considered comparative data based on publicly available information on other business development companies with respect to services rendered and the advisory fees (including the management fees and incentive fees) of other business development companies as well as our projected operating expenses and expense ratio compared to other business development companies. Our board of directors also considered the profitability of MC Advisors. Based upon its review, our board of directors concluded that the fees to be paid under the Investment Advisory Agreement are reasonable compared to other business development companies.
Investment Performance. Our board of directors reviewed our investment performance as well as comparative data with respect to the investment performance of other externally managed business development companies. Our board of directors concluded that MC Advisors was delivering results consistent with our investment objective and that our investment performance was superior when compared to comparable business development companies over the most recently completed period.
Economies of Scale. Our board of directors addressed the potential for MC Advisors to realize economies of scale in managing our assets, and determined that at this time they did not expect economies of scale to be realized by MC Advisors.

In view of the variety of factors that our board of directors considered in connection with its evaluation of the Investment Advisory Agreement, it is not practical to quantify, rank or otherwise assign relative weights to the specific factors our board of directors considered in reaching its decision. Our board of directors did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of our board of directors. Rather, our board of directors based its approval on the totality of information presented to, and reviewed by, it. In considering the factors discussed above, individual directors may have given different weights to different factors.

Based on the information reviewed and the discussions detailed above, our board of directors, including all of the directors who are not “interested persons” as defined in the 1940 Act, concluded that the investment advisory fee rates and terms are fair and reasonable in relation to the services provided and approved the Investment Advisory Agreement and its continuation as being in the best interests of our stockholders. MC Advisors bears all expenses related to the services and personnel provided pursuant to the Staffing Agreement.

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RELATED PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS

We have entered into agreements with MC Advisors, in which our senior management and members of MC Advisors’ investment committee have ownership and financial interests. Members of our senior management and members of the investment committee also serve as principals of other investment managers affiliated with MC Advisors that do, and may in the future, manage investment funds, accounts or other investment vehicles with investment objectives similar to ours. Our senior management team holds equity interests in MC Advisors. In addition, our executive officers and directors and the principals of MC Advisors and members of the investment committee serve or may serve as officers, directors or principals of entities that operate in the same, or related, line of business as we do or of investment funds, accounts or other investment vehicles managed by our affiliates. These investment funds, accounts or other investment vehicles may have investment objectives similar to our investment objectives.

We may compete with other entities managed by MC Advisors and its affiliates for capital and investment opportunities. As a result, we may not be given the opportunity to participate in certain investments made by investment funds, accounts or other investment vehicles managed by MC Advisors or its affiliates or by members of the investment committee. However, in order to fulfill its fiduciary duties to each of its clients, MC Advisors intends to allocate investment opportunities in a manner that is fair and equitable over time and is consistent with MC Advisors’ allocation policy so that we are not disadvantaged in relation to any other client. See “Risk Factors — Risks Relating to Our Business and Structure — There may be conflicts related to obligations that MC Advisors’ senior investment professionals and members of its investment committee have to other clients.” MC Advisors has agreed with our board of directors that allocations among us and other investment funds affiliated with MC Advisors will be made based on capital available for investment in the asset class being allocated. We expect that our available capital for investments will be determined based on the amount of cash on hand, existing commitments and reserves, if any, and the targeted leverage level and targeted asset mix and diversification requirements and other investment policies and restrictions set by our board of directors or as imposed by applicable laws, rules, regulations or interpretations.

Policies and Procedures for Managing Conflicts

Affiliates of MC Advisors manage other assets in seven closed-end funds, two small business investment companies and 15 private funds that also have an investment strategy focused primarily on senior secured, unitranche secured and junior secured debt and to a lesser extent, unsecured subordinated debt to lower middle-market companies. In addition, MC Advisors manages our wholly-owned SBIC subsidiary, MRCC SBIC, as the manager of MRCC SBIC’s general partner, a private BDC, Monroe Capital Income Plus Corporation, and it may manage other entities in the future with an investment focus similar to ours. To the extent that we compete with entities managed by MC Advisors or any of its affiliates for a particular investment opportunity, MC Advisors will allocate investment opportunities across the entities for which such opportunities are appropriate, consistent with (a) its internal conflict of interest and allocation policies, (b) the requirements of the Advisers Act and (c) certain restrictions under the 1940 Act and rules thereunder regarding co-investments with affiliates. MC Advisors’ allocation policies are intended to ensure that we may generally share equitably with other investment funds or other investment vehicles managed by MC Advisors or its affiliates in investment opportunities, particularly those involving a security with limited supply or involving differing classes of securities of the same issuer which may be suitable for us and such other investment funds or other investment vehicles.

MC Advisors and/or its affiliates may in the future sponsor or manage investment funds, accounts, or other investment vehicles with similar or overlapping investment strategies and have put in place a conflict-resolution policy that addresses the co-investment restrictions set forth under the 1940 Act. MC Advisors will seek to ensure an equitable allocation of investment opportunities when we are able to invest alongside other accounts managed by MC Advisors and its affiliates. We received exemptive relief from the SEC on October 15, 2014 that permits greater flexibility relating to co-investments, subject to certain conditions. When we invest alongside such other accounts as permitted under the 1940 Act, pursuant to SEC staff interpretations, or our exemptive relief from the SEC that permits greater flexibility relating to co-investments, such investments are made consistent with such relief and MC Advisors’ allocation policy. Under this allocation policy, a fixed percentage of each opportunity, which may vary based on asset class and

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from time to time, will be offered to us and similar eligible accounts, as periodically determined by MC Advisors and approved by our board of directors, including a majority of our independent directors. The allocation policy provides that allocations among us and other accounts will generally be made pro rata based on each account’s capital available for investment, as determined, in our case, by our board of directors, including a majority of our independent directors. It is our policy to base our determinations as to the amount of capital available for investment on such factors as the amount of cash on hand, existing commitments and reserves, if any, the targeted leverage level, the targeted asset mix and diversification requirements and other investment policies and restrictions set by our board of directors, or imposed by applicable laws, rules, regulations or interpretations. We expect that these determinations will be made similarly for other accounts. In situations where co-investment with other entities sponsored or managed by MC Advisors or its affiliates is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer, MC Advisors will need to decide whether we or such other entity or entities will proceed with the investment. MC Advisors will make these determinations based on its policies and procedures which will generally require that such opportunities be offered to eligible accounts on a basis that is fair and equitable over time.

Co-Investment Opportunities

We have in the past and expect in the future to co-invest on a concurrent basis with other affiliates, unless doing so is impermissible with existing regulatory guidance, applicable regulations and our allocation procedures. Certain types of negotiated co-investments may be made only if we receive an order from the SEC permitting us to do so. We received exemptive relief from the SEC on October 15, 2014 that permits greater flexibility relating to co-investment, subject to certain conditions. When we invest alongside such other accounts as permitted under the 1940 Act, pursuant to SEC staff interpretations, or our exemptive relief from the SEC that permits greater flexibility relating to co-investments, such investments will be made consistent with such relief and MC Advisors’ allocation policy.

Material Nonpublic Information

Our senior management, members of MC Advisors’ investment committee and other investment professionals from MC Advisors may serve as directors of, or in a similar capacity with, companies in which we invest or in which we are considering making an investment. Through these and other relationships with a company, these individuals may obtain material nonpublic information that might restrict our ability to buy or sell the securities of such company under the policies of the company or applicable law.

Investment Advisory Agreement

We have entered into an Investment Advisory Agreement with MC Advisors and pay MC Advisors a management fee and incentive fee. The incentive fee is computed and paid on income that we may not have yet received in cash. This fee structure may create an incentive for MC Advisors to invest in certain types of securities that may have a high degree of risk. Additionally, we rely on investment professionals from MC Advisors to assist our board of directors with the valuation of our portfolio investments. MC Advisors’ management fee and incentive fee are based on the value of our investments and there may be a conflict of interest when personnel of MC Advisors are involved in the valuation process for our portfolio investments. See “Management and Other Agreements — Investment Advisory Agreement.” The base management fees under the Investment Advisory Agreement for the years ended December 31, 2018, 2017 and 2016 totaled $8.9 million, $7.7 million and $6.3 million, respectively. The incentive fees, net of incentive fee waivers, under the Investment Advisory Agreement for the years ended December 31, 2018, 2017 and 2016 totaled $1.8 million, $5.4 million, and $5.5 million, respectively.

Administration Agreement

We have entered into an administration agreement, pursuant to which MC Management furnishes us with office facilities, equipment and clerical, bookkeeping, recordkeeping and other administrative services at such facilities. Under our administration agreement, MC Management performs, or oversees the performance of, our required administrative services, which include, among other things, being responsible for the financial records which we are required to maintain and preparing reports to our stockholders and reports filed with the SEC.

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License Agreement

We have entered into a license agreement with Monroe Capital under which Monroe Capital has agreed to grant us a non-exclusive, royalty-free license to use the name “Monroe Capital” for specified purposes in our business. Under this agreement, we have a right to use the “Monroe Capital” name, subject to certain conditions, for so long as MC Advisors or one of its affiliates remains our investment advisor. Other than with respect to this limited license, we have no legal right to the “Monroe Capital” name.

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CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the beneficial ownership of our common stock by:

each person known to us to own, of record or beneficially, more than 5% of the outstanding shares of our common stock;
each of our directors and each executive officers; and
all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the federal securities laws and includes voting or investment power with respect to the securities and has been determined in accordance with Rule 13d-3 of the Exchange Act. Percentage of ownership is based on 20,444,564 shares of our common stock issued and outstanding as of March 15, 2019. The address for each of our directors is c/o Monroe Capital Corporation, 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606.

   
Name and Address   Number of Shares
Beneficially Owned
  Percentage
of Class
Interested Directors:
                 
Theodore L. Koenig     374,143       1.8 % 
Aaron D. Peck     10,648      
Jeffrey D. Steele     18,000      
Independent Directors:
                 
Thomas J. Allison     13,032      
Jeffrey A. Golman     10,000      
Jorde M. Nathan     none       n/a  
Robert S. Rubin     33,212      
All officers and directors as a group (7 persons)     459,035       2.2 % 

* Represents less than 1.0%.

The following table sets out the dollar range of our equity securities beneficially owned by each of our directors as of December 31, 2018. We are not part of a “family of investment companies,” as that term is defined in the 1940 Act.

 
Name of Director   Dollar Range of Equity Securities
in Monroe Capital Corporation(1)(2)
Interested Directors:
        
Theodore L. Koenig     over $100,000  
Aaron D. Peck     over $100,000  
Jeffrey D. Steele     over $100,000  
Independent Directors:
        
Thomas J. Allison     over $100,000  
Jeffrey A. Golman     $50,001 – $100,000  
Jorde M. Nathan     none  
Robert S. Rubin     over $100,000  

(1) Dollar ranges are as follows: none, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000.
(2) The dollar range of equity securities beneficially owned by the members of our board of directors is based on $9.60 per share, which was the closing stock price on December 31, 2018.

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DETERMINATION OF NET ASSET VALUE

The net asset value per share of our outstanding shares of common stock is determined quarterly by dividing the value of total assets minus liabilities by the total number of shares outstanding. We calculate the value of our total assets in accordance with the following procedures.

Under procedures established by our board of directors, we value investments for which market quotations are readily available and within a recent date at such market quotations. When doing so, we determine whether the quote obtained is sufficient in accordance with generally accepted accounting principles in the United States of America (“GAAP”) to determine the fair value of the security. Debt and equity securities that are not publicly traded or whose market prices are not readily available or whose market prices are not regularly updated are valued at fair value as determined in good faith by our board of directors. Such determination of fair values may involve subjective judgments and estimates. Investments purchased within 60 days of maturity are valued at cost plus accreted discount, or minus amortized premium, which approximates fair value.

Our board of directors is ultimately and solely responsible for determining the fair value of the portfolio investments that are not publicly traded, whose market prices are not readily available on a quarterly basis in good faith or any other situation where portfolio investments require a fair value determination. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by our board of directors using a documented valuation policy and a consistently applied valuation process. 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 differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

With respect to investments for which market quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:

the quarterly valuation process begins with each portfolio company or investment being initially evaluated and rated by the investment professionals responsible for the credit monitoring of the portfolio investment;
our board of directors engages one or more independent valuation firm(s) to conduct fair value appraisals of material investments for which market quotations are not readily available. These fair value appraisals for material investments are received at least once in every calendar year for each portfolio company investment, but are generally received quarterly;
to the extent an independent valuation firm is not engaged to conduct an investment appraisal on an investment for which market quotations are not readily available, the investment will be valued by the MC Advisors investment professional responsible for the credit monitoring;
preliminary valuation conclusions are then documented and discussed with the investment committee;
our audit committee of the board of directors reviews the preliminary valuations of MC Advisors and of the independent valuation firm(s) and responds and supplements the valuation recommendations to reflect any comments; and
our board of directors discusses these valuations and determines the fair value of each investment in the portfolio in good faith, based on the input of MC Advisors, the independent valuation firm(s) and the audit committee.

The board of directors generally uses the income approach to determine fair value, as long as it is appropriate. If there is deterioration in credit quality or a debt investment is in workout status, we may consider other factors in determining the fair value, including the value attributable to the debt investment from the enterprise value of the portfolio company or the proceeds that would be received in a liquidation analysis. This liquidation analysis may also include probability weighting of alternative outcomes. We generally consider our debt to be performing loans if the borrower is not in default, the borrower is remitting payments in a timely manner, the loan is in covenant compliance and is otherwise not deemed to be impaired.

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In determining the fair value of the performing debt, we consider fluctuations in current interest rates, trends in yields of debt instruments with similar credit ratings, financial condition of the borrower, economic conditions and other relevant factors, both qualitative and quantitative. In the event that a debt instrument is not performing, as defined above, we will evaluate the value of the collateral utilizing the same framework described above for a performing loan to determine the value of the debt instrument.

Under the income approach, we utilize discounted cash flow models to determine the present value of the future cash flow streams of our debt investments, based on future interest and principal payments as set forth in the associated loan agreements. In determining fair value under the income approach, we also consider the following factors: applicable market yields and leverage levels, credit quality, prepayment penalties, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, and changes in the interest rate environment and the credit markets that generally may affect the price at which similar investments may be made. Under the market approach, we typically use the enterprise value methodology to determine the fair value of an investment. There is no one methodology to estimate enterprise value and, in fact, for any one portfolio company, enterprise value is generally best expressed as a range of values, from which we derive a single estimate of enterprise value. In estimating the enterprise value of a portfolio company, we analyze various factors consistent with industry practice, including but not limited to original transaction multiples, the portfolio company’s historical and projected financial results, applicable market trading and transaction comparables, applicable market yields and leverage levels, the nature and realizable value of any collateral, the markets in which the portfolio company does business, and comparisons of financial ratios of peer companies that are public. Typically, the enterprise values of private companies are based on multiples of earnings before interest, income taxes, depreciation and amortization (“EBITDA”), cash flows, net income, revenues, or in limited cases, book value.

In addition, for certain debt investments, we may base our valuation on indicative bid and ask prices provided by an independent third-party pricing service. Bid prices reflect the highest price that we and others may be willing to pay. Ask prices represent the lowest price that we and others may be willing to accept. We generally use the midpoint of the bid/ask range as our best estimate of fair value of such investment.

Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our consolidated financial statements.

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SALES OF COMMON STOCK BELOW NET ASSET VALUE

On June 20, 2018, our stockholders authorized us, subject to approval of our board of directors and certain limitations set forth below, to sell or otherwise issue shares of our common stock at a discount from net asset value per share for a period of twelve months. In order to sell shares pursuant to this authorization a majority of our directors who have no financial interest in the sale or issuance and a majority of our independent directors must (a) find that the sale or issuance is in our best interests and in the best interests of our stockholders, and (b) in consultation with any underwriter or underwriters of the offering, make a good faith determination as of a time either immediately prior to the first solicitation by us or on our behalf of firm commitments to purchase such shares, or immediately prior to the issuance of such shares, that the price at which such shares are to be sold or otherwise issued is not less than a price which closely approximates the market value of such shares, less any distributing commission or discount. Any offering of common stock below net asset value per share will be designed to raise capital for investment in accordance with our investment objective.

In making a determination that an offering of common stock at a price below our net asset value per share is in our and our stockholders’ best interests, our board of directors would consider a variety of factors, including:

The effect that an offering below net asset value per share would have on our stockholders, including the potential dilution they would experience as a result of the offering;
The amount per share by which the offering price per share and the net proceeds per share are less than the most recently determined net asset value per share;
The relationship of recent market prices of our common stock to net asset value per share and the potential impact of the offering on the market price per share of our common stock;
Whether the estimated offering price would closely approximate the market value of our shares, less distributing commissions or discounts, and would not be below current market price;
The potential market impact of being able to raise capital in the current financial market;
The nature of any new investors anticipated to acquire shares in the offering;
The anticipated rate of return on and quality, type and availability of investments;
The leverage available to us, both before and after the offering and other borrowing terms; and
The potential investment opportunities available relative to the potential dilutive effect of additional capital at the time of the offering.

Our board of directors will also consider the fact that a sale of shares of common stock at a discount will benefit MC Advisors, as MC Advisors will earn additional investment management fees on the proceeds of such offerings, as it would from the offering of any of our other securities or from the offering of common stock at a premium to net asset value per share.

Sales or other issuances by us of our common stock at a discount from net asset value pose potential risks for our existing stockholders whether or not they participate in the offering, as well as for new investors who participate in the offering. Any sale of common stock at a price below net asset value per share will result in an immediate dilution to many of our existing common stockholders even if they participate in such sale. See “Risk Factors —  Risks Relating to Offerings Pursuant to this Prospectus — If we sell common stock at a discount to our net asset value per share, stockholders who do not participate in such sale will experience immediate dilution in an amount that may be material.”

The following three headings and accompanying tables explain and provide hypothetical examples on the impact of an offering at a price less than net asset value per share on three different sets of investors:

existing stockholders who do not purchase any shares in the offering;
existing stockholders who purchase a relatively small amount of shares in the offering or a relatively large amount of shares in the offering; and
new investors who become stockholders by purchasing shares in the offering.

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Impact on Existing Stockholders who do not Participate in the Offering

Our existing stockholders who do not participate in an offering below net asset value per share or who do not buy additional shares in the secondary market at the same or lower price we obtain in the offering (after expenses and commissions) face the greatest potential risks. These stockholders will experience an immediate decrease (often called dilution) in the net asset value of the shares they hold and their net asset value per share. These stockholders will also experience a disproportionately greater decrease in their participation in our earnings and assets and their voting power than the increase we will experience in our assets, potential earning power and voting interests due to the offering. These stockholders may also experience a decline in the market price of their shares, which often reflects, to some degree, announced or potential increases and decreases in net asset value per share. This decrease could be more pronounced as the size of the offering and level of discounts increases.

The following table illustrates the level of net asset value dilution that would be experienced by a nonparticipating stockholder in four different hypothetical common stock offerings of different sizes and levels of discount from net asset value per share, although it is not possible to predict the level of market price decline that may occur. Actual sales prices and discounts may differ from the presentation below.

The examples assume that Company XYZ has 1,000,000 shares of common stock outstanding, $15,000,000 in total assets and $5,000,000 in total liabilities. The current net asset value and net asset value per share are thus $10,000,000 and $10.00. The table illustrates the dilutive effect on nonparticipating Stockholder A of (1) an offering of 50,000 shares (5% of the outstanding shares) at $9.50 per share after offering expenses and commissions (a 5% discount from net asset value); (2) an offering of 100,000 shares (10% of the outstanding shares) at $9.00 per share after offering expenses and commissions (a 10% discount from net asset value); (3) an offering of 200,000 shares (20% of the outstanding shares) at $8.00 per share after offering expenses and commissions (a 20% discount from net asset value); and (4) an offering of 330,000 shares (33% of the outstanding shares) at $0.01 per share after offering expenses and commissions (effectively a 100% discount from net asset value). Because we are not limited as to the amount of discount from net asset value at which we can offer shares, the fourth example on the following table (at an offering price of $0.01 per share) is included, however, we will not offer shares at a 100% discount to net asset value. The acronym “NAV” stands for “net asset value.”

                 
                 
  Prior to Sale
Below NAV
  Example 1
5% Offering at
5% Discount
  Example 2
10% Offering at
10% Discount
  Example 3
20% Offering at
20% Discount
  Example 4
33% Offering at
100% Discount
     Following
Sale
  %
Change
  Following
Sale
  %
Change
  Following
Sale
  %
Change
  Following
Sale
  %
Change
Offering Price
                                                                                
Price per Share to Public         $ 10.00           $ 9.47           $ 8.42           $ 0.01        
Net Proceeds per Share to Issuer         $ 9.50           $ 9.00           $ 8.00           $ 0.01        
Decrease to NAV
                                                                                
Total Shares Outstanding     1,000,000       1,050,000       5.00 %      1,100,000       10.00 %      1,200,000       20.00 %      1,330,000       33.00 % 
NAV per Share   $ 10.00     $ 9.98       (0.24 )%    $ 9.91       (0.91 )%    $ 9.67       (3.33 )%    $ 7.52       (24.79 )% 
Dilution to Stockholder
                                                                                
Shares Held by Stockholder A     10,000       10,000             10,000             10,000             10,000        
Percentage Held by Stockholder A     1.0 %      0.95 %      (4.76 )%      0.91 %      (9.09 )%      0.83 %      (16.67 )%      0.75 %      (24.81 )% 
Total Asset Values
                                                                                
Total NAV Held by Stockholder A   $ 100,000     $ 99,762       (0.24 )%    $ 99,091       (0.91 )%    $ 96,667       (3.33 )%    $ 75,213       (24.79 )% 
Total Investment by Stockholder A
(Assumed to Be $10.00 per Share)
  $ 100,000     $ 100,000           $ 100,000           $ 100,000           $ 100,000        
Total Dilution to Stockholder A (Total
NAV Less Total Investment)
        $ (238 )          $ (909 )          $ (3,333 )          $ (24,787 )       
Per Share Amounts
                                                                                
NAV per Share Held by Stockholder A   $ 10.00     $ 9.98           $ 9.91           $ 9.67           $ 7.52        
Investment per Share Held by Stockholder A
(Assumed to be $10.00 per Share on Shares Held Prior to Sale)
  $ 10.00     $ 10.00           $ 10.00           $ 10.00           $ 10.00        
Dilution per Share Held by Stockholder A (NAV per Share Less Investment per Share)         $ (0.02 )          $ (0.09 )          $ (0.33 )          $ (2.48 )       
Percentage Dilution to Stockholder A (Dilution per Share Divided by Investment per Share)                 (0.24 )%            (0.91 )%            (3.33 )%            (24.79 )% 

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Impact on Existing Stockholders who Participate in the Offering

Our existing stockholders who participate in an offering below net asset value per share or who buy additional shares in the secondary market at the same or lower price as we obtain in the offering (after expenses and commissions) will experience the same types of net asset value dilution as the nonparticipating stockholders, albeit at a lower level, to the extent they purchase less than the same percentage of the discounted offering as their interest in our shares immediately prior to the offering. The level of net asset value dilution will decrease as the number of shares such stockholders purchase increases. Existing stockholders who buy more than such percentage will experience net asset value dilution but will, in contrast to existing stockholders who purchase less than their proportionate share of the offering, experience an increase (often called accretion) in net asset value per share over their investment per share and will also experience a disproportionately greater increase in their participation in our earnings and assets and their voting power than our increase in assets, potential earning power and voting interests due to the offering. The level of accretion will increase as the excess number of shares such stockholder purchases increases. Even a stockholder who over participates will, however, be subject to the risk that we may make additional discounted offerings in which such stockholder does not participate, in which case such a stockholder will experience net asset value dilution as described above in such subsequent offerings. These stockholders may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential increases and decreases in net asset value per share. This decrease could be more pronounced as the size of the offering and the level of discounts increases.

The following table illustrates the level of dilution and accretion in the hypothetical 20% discount offering from the prior table (Example 3) for a stockholder that acquires shares equal to (1) 50% of its proportionate share of the offering (i.e., 1,000 shares, which is 0.5% of an offering of 200,000 shares) rather than its 1.0% proportionate share and (2) 150% of such percentage (i.e. 3,000 shares, which is 1.5% of an offering of 200,000 shares rather than its 1.0% proportionate share). The prospectus supplement pursuant to which any discounted offering is made will include a table for these examples based on the actual number of shares in such offering and the actual discount from the most recently determined net asset value per share. It is not possible to predict the level of market price decline that may occur. Actual sales prices and discounts may differ from the presentation below.

         
  Prior to Sale
Below NAV
  50% Participation   150% Participation
     Following
Sale
  %
Change
  Following
Sale
  %
Change
Offering Price
                                            
Price per Share to Public         $ 8.42           $ 8.42        
Net Proceeds per Share to Issuer         $ 8.00           $ 8.00        
Decrease/Increase to NAV
                                            
Total Shares Outstanding     1,000,000       1,200,000       20.00 %      1,200,000       20.00 % 
NAV per Share   $ 10.00     $ 9.67       (3.33 )%    $ 9.67       (3.33 )% 
Dilution/Accretion to Participating Stockholder
                                            
Shares Held by Stockholder A     10,000       11,000       10.00 %      13,000       30.00 % 
Percentage Held by Stockholder A     1.0 %      0.92 %      (8.33 )%      1.08 %      8.33 % 
Total Asset Values
                                            
Total NAV Held by Stockholder A   $ 100,000     $ 106,333       6.33 %    $ 125,667       25.67 % 
Total Investment by Stockholder A (Assumed
to Be $10.00 per Share on Shares Held Prior to Sale)
  $ 100,000     $ 108,421       8.42 %    $ 125,263       25.26 % 
Total Dilution/Accretion to Stockholder A
(Total NAV Less Total Investment)
        $ (2,088 )          $ 404        

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  Prior to Sale
Below NAV
  50% Participation   150% Participation
     Following
Sale
  %
Change
  Following
Sale
  %
Change
Per Share Amounts
                                            
NAV per Share Held by Stockholder A   $ 10.00     $ 9.67           $ 9.67        
Investment per Share Held by Stockholder A (Assumed to be $10.00 per Share on Shares Held Prior to Sale)   $ 10.00     $ 9.86       (1.44 )%    $ 9.64       (3.64 )% 
Dilution/Accretion per Share Held by Stockholder A (NAV per Share Less Investment per Share)         $ (0.19 )          $ 0.03        
Percentage Dilution/Accretion to Stockholder
A (Dilution/Accretion per Share Divided by Investment per Share)
                (1.93 )%            0.32 % 

Impact on New Investors

Investors who are not currently stockholders and who participate in an offering below net asset value but whose investment per share is greater than the resulting net asset value per share due to selling compensation and expenses paid by the issuer will experience an immediate decrease, albeit small, in the net asset value of their shares and their net asset value per share compared to the price they pay for their shares. Investors who are not currently stockholders and who participate in an offering below net asset value per share and whose investment per share is also less than the resulting net asset value per share due to selling compensation and expenses paid by the issuer being significantly less than the discount per share will experience an immediate increase in the net asset value of their shares and their net asset value per share compared to the price they pay for their shares. These investors will experience a disproportionately greater participation in our earnings and assets and their voting power than our increase in assets, potential earning power and voting interests. These investors will, however, be subject to the risk that we may make additional discounted offerings in which such new stockholder does not participate, in which case such new stockholder will experience dilution as described above in such subsequent offerings. These investors may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential increases and decreases in net asset value per share. This decrease could be more pronounced as the size of the offering and level of discounts increases.

The following table illustrates the level of dilution or accretion for new investors that would be experienced by a new investor in the same hypothetical 5%, 10%, 20% and 100% discounted offerings as described in the first table above. The illustration is for a new investor who purchases the same percentage (1.0%) of the shares in the offering as Stockholder A in the prior examples held immediately prior to the offering. The prospectus supplement pursuant to which any discounted offering is made will include a table for these examples based on the actual number of shares in such offering and the actual discount from the most recently determined net asset value per share. It is not possible to predict the level of market price decline that may occur. Actual sales prices and discounts may differ from the presentation below.

                 
                 
  Prior to Sale Below NAV   Example 1
5% Offering at
5% Discount
  Example 2
10% Offering at
10% Discount
  Example 3
20% Offering at
20% Discount
  Example 4
33% Offering at
100% Discount
     Following
Sale
  %
Change
  Following
Sale
  %
Change
  Following
Sale
  %
Change
  Following
Sale
  %
Change
Offering Price
                                                                                
Price per Share to Public         $ 10.00           $ 9.47           $ 8.42           $ 0.01        
Net Proceeds per Share to Issuer         $ 9.50           $ 9.00           $ 8.00           $ 0.01        
Decrease/Increase to NAV
                                                                                
Total Shares Outstanding     1,000,000       1,050,000       5.00 %      1,100,000       10.00 %      1,200,000       20.00 %      1,330,000       33.00 % 
NAV per Share   $ 10.00     $ 9.98       (0.24 )%    $ 9.91       (0.91 )%    $ 9.67       (3.33 )%    $ 7.52       (24.79 )% 
Dilution/Accretion to New Investor A
                                                                                
Shares Held by Investor A           500             1,000             2,000             3,300        
Percentage Held by Investor A           0.05 %            0.09 %            0.17 %            0.25 %       

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  Prior to Sale Below NAV   Example 1
5% Offering at
5% Discount
  Example 2
10% Offering at
10% Discount
  Example 3
20% Offering at
20% Discount
  Example 4
33% Offering at
100% Discount
     Following
Sale
  %
Change
  Following
Sale
  %
Change
  Following
Sale
  %
Change
  Following
Sale
  %
Change
Total Asset Values
                                                                                
Total NAV Held by Investor A         $ 4,988           $ 9,909           $ 19,333           $ 24,820        
Total Investment by Investor A (At Price
to Public)
        $ 5,000           $ 9,474           $ 16,842           $ 35        
Total Dilution/Accretion to Investor A
(Total NAV Less Total Investment)
        $ (12 )          $ 435           $ 2,491           $ 24,785        
Per Share Amounts
                                                                             
NAV per Share Held by Investor A         $ 9.98           $ 9.91           $ 9.67           $ 7.52        
Investment per Share Held by Investor A         $ 10.00           $ 9.47           $ 8.42           $ 0.01        
Dilution/Accretion per Share Held by Investor A (NAV per Share Less Investment per Share)         $ (0.02 )           $ 0.44           $ 1.25           $ 7.51        
Percentage Dilution/Accretion to Investor A (Dilution per Share Divided by Investment per Share)                 (0.24 )%            4.60 %            14.79 %            71,352.14 % 

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DIVIDEND REINVESTMENT PLAN

We have adopted a dividend reinvestment plan that provides for reinvestment of our dividends and other distributions on behalf of our stockholders, unless a stockholder elects to receive cash as provided below. As a result, if our board of directors authorizes, and we declare, a cash dividend or other distribution, then our stockholders who have not “opted out” of our dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of our common stock, rather than receiving the cash distribution.

No action is required on the part of a registered stockholder to have their cash dividend or other distribution reinvested in shares of our common stock. A registered stockholder may elect to receive an entire distribution in cash by notifying American Stock Transfer & Trust, LLC, the plan administrator and our transfer agent and registrar, in writing so that such notice is received by the plan administrator no later than the record date for distributions to stockholders. The plan administrator will set up an account for shares acquired through the plan for each stockholder who has not elected to receive dividends or other distributions in cash and hold such shares in non-certificated form. Upon request by a stockholder participating in the plan, received in writing not less than 10 days prior to the record date, the plan administrator will, instead of crediting shares to the participant’s account, issue a certificate registered in the participant’s name for the number of whole shares of our common stock and a check for any fractional share.

Those stockholders whose shares are held by a broker or other financial intermediary may receive dividends and other distributions in cash by notifying their broker or other financial intermediary of their election.

We intend to use primarily newly issued shares to implement the plan, whether our shares are trading at a premium or at a discount to net asset value. However, we reserve the right to purchase shares in the open market in connection with our implementation of the plan. The number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the distribution payable to such stockholder by the market price per share of our common stock at the close of regular trading on The Nasdaq Global Select Market on the date for such distribution. Market price per share on that date will be the closing price for such shares on The Nasdaq Global Select Market or, if no sale is reported for such day, at the average of their reported bid and asked prices. The number of shares of our common stock to be outstanding after giving effect to payment of the dividend or other distribution cannot be established until the value per share at which additional shares will be issued has been determined and elections of our stockholders have been tabulated.

There will be no brokerage charges or other charges to stockholders who participate in the plan. The plan administrator’s fees will be paid by us. If a participant elects by written notice to the plan administrator to have the plan administrator sell part or all of the shares held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15.00 transaction fee plus a $0.10 per share brokerage commissions from the proceeds.

Stockholders who receive dividends and other distributions in the form of stock are subject to the same U.S. federal, state and local tax consequences as are stockholders who elect to receive their distributions in cash; however, since their cash dividends will be reinvested, such stockholders will not receive cash with which to pay any applicable taxes on reinvested dividends. A stockholder’s basis for determining gain or loss upon the sale of stock received in a dividend or other distribution from us will be equal to the total dollar amount of the distribution payable to the stockholder. Any stock received in a dividend or other distribution will have a new holding period for tax purposes commencing on the day following the day on which the shares are credited to the U.S. stockholder’s account.

Participants may terminate their accounts under the plan by notifying the plan administrator via its website at www.amstock.com, by filling out the transaction request form located at bottom of their statement and sending it to the plan administrator.

The plan may be terminated by us upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any dividend by us. All correspondence concerning the plan should be directed to the plan administrator by mail at Post Office Box 922, Wall Street Station, New York, New York 10269-0560, or by the Plan Administrator’s Interactive Voice Response System at 1 (888) 430-5746.

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If you withdraw or the plan is terminated, you will receive the number of whole shares in your account under the plan and a cash payment for any fraction of a share in your account.

If you hold your common stock with a brokerage firm that does not participate in the plan, you will not be able to participate in the plan and any dividend reinvestment may be effected on different terms than those described above. In addition, if you hold your common stock with a brokerage firm that participates in the plan, you may not be able to transfer the shares to another broker and continue to participate in the plan. Consult your financial advisor for more information.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a general summary of the material U.S. federal income tax considerations applicable to us and to an investment in our shares of common stock. This summary does not purport to be a complete description of the income tax considerations applicable to such an investment. For example, we have not described certain considerations that may be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws, including stockholders subject to the alternative minimum tax, tax-exempt organizations, insurance companies, dealers in securities, pension plans and trusts, financial institutions, U.S. stockholders (as defined below) whose functional currency is not the U.S. dollar, persons who mark-to-market shares of our common stock and persons who hold our shares as part of a “straddle,” “hedge” or “conversion” transaction. This summary assumes that investors hold our common stock as capital assets (within the meaning of the Code). The discussion is based upon the Code, Treasury regulations, and administrative and judicial interpretations, each as of the date of this prospectus and all of which are subject to change, possibly retroactively, which could affect the continuing validity of this discussion. We have not sought and will not seek any ruling from the Internal Revenue Service, or the IRS, regarding any offering of our securities. This summary does not discuss any aspects of U.S. estate or gift tax or foreign, state or local tax. It does not discuss the special treatment under U.S. federal income tax laws that could result if we invested in tax-exempt securities or certain other investment assets.

For purposes of this discussion, a “U.S. stockholder” means a beneficial owner of shares of our common stock that is for U.S. federal income tax purposes:

a citizen or individual resident of the United States;
a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
a trust if either a U.S. court can exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or the trust was in existence on August 20, 1996, was treated as a U.S. person prior to that date, and has made a valid election to be treated as a U.S. person.

For purposes of this discussion, a “Non-U.S. stockholder” means a beneficial owner of shares of our common stock that is not a U.S. stockholder.

If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds shares of our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A prospective investor that is a partner in a partnership that will hold shares of our common stock should consult its tax advisors with respect to the purchase, ownership and disposition of shares of our common stock.

Tax matters are very complicated and the tax consequences to an investor of an investment in our shares of common stock will depend on the facts of his, her or its particular situation. We urge investors to consult their own tax advisors regarding the specific consequences of such an investment, including tax reporting requirements, the applicability of federal, state, local and foreign tax laws, eligibility for the benefits of any applicable tax treaty, and the effect of any possible changes in the tax laws.

Election to Be Taxed as a RIC

As a BDC, we have elected to be treated as a RIC under Subchapter M of the Code. As a RIC, we generally will not have to pay corporate-level federal income taxes on any ordinary income or capital gains that we timely distribute to our stockholders as dividends. To continue to qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, we must distribute to our stockholders, for each taxable year, at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses (the “Annual Distribution Requirement”).

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Generally, we would expect these distributions to be taxable to our stockholders as ordinary income and not to be eligible for reduced maximum tax rates associated with qualified dividends.

Taxation as a RIC

If we continue to:

qualify as a RIC; and
satisfy the Annual Distribution Requirement;

then we will not be subject to U.S. federal income tax on the portion of our investment company taxable income and net capital gains, defined as net long-term capital gains in excess of net short-term capital losses, we distribute to stockholders. We will be subject to U.S. federal income tax at the regular corporate rates on any net income or net capital gain not distributed (or deemed distributed) to our stockholders.

We will be subject to a 4% nondeductible federal excise tax on our undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (a) 98% of our ordinary income for each calendar year, (b) 98.2% of our capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (c) any income realized, but not distributed, in the preceding years (the “Excise Tax Avoidance Requirement”). For this purpose, however, any ordinary income or capital gain net income retained by us that is subject to corporate income tax for the tax year ending in that calendar year will be considered to have been distributed by year end. For the years ended December 31, 2018, 2017 and 2016 we recorded $11 thousand, $0.1 million and $0.7 million within general and administrative expenses on our consolidated statements of operations for U.S. federal excise tax.

In order to be treated as a RIC for federal income tax purposes, we must, among other things:

meet the Annual Distribution Requirement;
qualify to be treated as a business development company under the 1940 Act at all times during each taxable year;
derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale of stock or other securities, or other income derived with respect to our business of investing in such stock or securities, and net income derived from interests in “qualified publicly traded partnerships” (partnerships that are traded on an established securities market or tradable on a secondary market, other than partnerships that derive 90% of their income from interest, dividends and other permitted RIC income) (the “90% Income Test”); and
diversify our holdings so that at the end of each quarter of the taxable year:
at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer (which for these purposes includes the equity securities of a “qualified publicly traded partnership”); and
no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer or of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or in the securities of one or more qualified publicly traded partnerships (the “Diversification Tests”).

To the extent that we invest in entities treated as partnerships for federal income tax purposes (other than a “qualified publicly traded partnership”), we generally must include the items of gross income derived by the partnerships for purposes of the 90% Income Test, and the income that is derived from a partnership (other than a “qualified publicly traded partnership”) will be treated as qualifying income for purposes of the 90% Income Test only to the extent that such income is attributable to items of income of the partnership which would be qualifying income if realized by us directly. In addition, we generally must take into account our

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proportionate share of the assets held by partnerships (other than a “qualified publicly traded partnership”) in which we are a partner for purposes of the Diversification Tests.

In order to prevent our receipt of income that would not satisfy the 90% Income Test, we may establish one or more special purpose corporations to hold assets from which we do not anticipate earning dividend, interest or other qualifying income under the 90% Income Test. Any investments held through a special purpose corporation would generally be subject to federal income taxes and other taxes, and therefore would be expected to achieve a reduced after-tax yield.

We may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with payment-in-kind interest or, in certain cases, increasing interest rates or issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in our income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. We anticipate that a portion of our income may constitute original issue discount or other income required to be included in taxable income prior to receipt of cash.

Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of the accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the Annual Distribution Requirement. We may have to sell some of our investments at times and/or at prices we do not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level federal income tax.

Gain or loss realized by us from warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss. Such gain or loss generally will be long-term or short-term, depending on how long we held a particular warrant.

Our investments in non-U.S. securities may be subject to non-U.S. income, withholding and other taxes. In that case, our yield on those securities would be decreased. Stockholders will generally not be entitled to claim a credit or deduction with respect to non-U.S. taxes paid by us.

If we purchase shares in a “passive foreign investment company,” (a “PFIC”), we may be subject to federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend by us to our stockholders. Additional charges in the nature of interest may be imposed on us in respect of deferred taxes arising from such distributions or gains. If we invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” (a “QEF”) under the Code, in lieu of the foregoing requirements, we will be required to include in income each year a portion of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed to us. Alternatively, we can elect to mark-to-market at the end of each taxable year our shares in a PFIC; in that case, we will recognize as ordinary income any increase in the value of such shares and as ordinary loss any decrease in such value to the extent it does not exceed prior increases included in income. Under either election, we may be required to recognize in a year income in excess of our distributions from PFICs and our proceeds from dispositions of PFIC stock during that year, and such income will be taken into account for purposes of the Annual Distribution Requirement and the 4% federal excise tax.

Under Section 988 of the Code, gain or loss attributable to fluctuations in exchange rates between the time we accrue income, expenses, or other liabilities denominated in a foreign currency and the time we actually collect such income or pay such expenses or liabilities is generally treated as ordinary income or loss. Similarly, gain or loss on foreign currency forward contracts and the disposition of debt denominated in a foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss.

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If we use leverage, we may be subject to certain financial covenants that could limit our ability to make distributions to our stockholders. In addition, under the 1940 Act, we are not permitted to make distributions to our stockholders while our debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. If we are unable to make sufficient distributions to satisfy the Annual Distribution Requirement, we may fail to qualify as a RIC.

Although we do not expect to do so, we will be authorized (subject to our financial covenants and 1940 Act asset coverage tests) to borrow funds and to sell assets in order to satisfy the Annual Distribution Requirement and to eliminate or minimize our liability for federal income tax and the 4% federal excise tax. However, our ability to dispose of assets to make distributions may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our status as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or to avoid the 4% federal excise tax, we may make such dispositions at times that, from an investment standpoint, are not advantageous.

If we fail to satisfy the Annual Distribution Requirement or otherwise fail to qualify as a RIC in any taxable year, and certain relief provisions are not available, we will be subject to tax in that year on all of our taxable income, regardless of whether we make any distributions to our stockholders. In that case, all of such income will be subject to corporate-level federal income tax, reducing the amount available to be distributed to our stockholders. See “— Failure to Qualify as a RIC.”

As a RIC, we are not allowed to carry forward or carry back a net operating loss for purposes of computing our investment company taxable income in other taxable years. We generally are permitted to carry forward for an indefinite period any capital losses not used to offset capital gains. However, future transactions that we engage in may cause our ability to use any capital loss carryforwards, and unrealized losses once realized, to be limited under Section 382 of the Code.

Certain of our investment practices may be subject to special and complex federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (ii) convert lower taxed long-term capital gain and qualified dividend income into higher taxed short-term capital gain or ordinary income, (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (iv) cause us to recognize income or gain without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (vi) adversely alter the characterization of certain complex financial transactions, and (vii) produce income that will not be qualifying income for purposes of the 90% Income Test. We will monitor our transactions and may make certain tax elections in order to mitigate the effect of these provisions.

As described above, to the extent that we invest in equity securities of entities that are treated as partnerships for federal income tax purposes, the effect of such investments for purposes of the 90% Income Test and the Diversification Tests will depend on whether or not the partnership is a “qualified publicly traded partnership” (as defined in the Code). If the partnership is a “qualified publicly traded partnership,” the net income derived from such investments will be qualifying income for purposes of the 90% Income Test and will be “securities” for purposes of the Diversification Tests. If the partnership, however, is not treated as a “qualified publicly traded partnership,” then the consequences of an investment in the partnership will depend upon the amount and type of income and assets of the partnership allocable to us. The income derived from such investments may not be qualifying income for purposes of the 90% Income Test and, therefore, could adversely affect our qualification as a RIC. We intend to monitor our investments in equity securities of entities that are treated as partnerships for federal income tax purposes to prevent our disqualification as a RIC.

Failure to Qualify as a RIC

If we fail the 90% Income Test or the Diversification Tests for any taxable year or quarter of such taxable year, we may nevertheless continue to qualify as a RIC for such year if certain relief provisions of the Code apply (which, among other things may require us to pay certain corporate-level federal taxes or to dispose of certain assets). If we are unable to qualify for treatment as a RIC and are unable to cure the failure, we would be subject to tax on all of our taxable income at regular corporate rates. We would not be able to deduct distributions to stockholders, nor would they be required to be made. In the event of such a failure to qualify, distributions, including distributions of net long-term capital gain, would generally be taxable to our

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stockholders as ordinary dividend income (currently generally eligible for the 20% maximum rate in the case of U.S. individual stockholders) to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate distributees would be eligible for the dividends received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain. If we fail to qualify as a RIC for two or more taxable years, to qualify as a RIC in a subsequent year we may be subject to regular corporate tax on any net built-in gains with respect to certain of our assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if we had been liquidated) that we elect to recognize on requalification or when recognized over the next five years.

The remainder of this discussion assumes that we qualify as a RIC and have satisfied the Annual Distribution Requirement.

Taxation of U.S. Stockholders

Whether an investment in shares of our common stock is appropriate for a U.S. stockholder will depend upon that person’s particular circumstances. An investment in shares of our common stock by a U.S. stockholder may have adverse tax consequences. The following summary generally describes certain federal income tax consequences of an investment in shares of our common stock by taxable U.S. stockholders and not by U.S. stockholders that are generally exempt from federal income taxation. U.S. stockholders should consult their own tax advisors before making an investment in our common stock.

Distributions by us generally are taxable to U.S. stockholders as ordinary income or capital gains. Distributions of our “investment company taxable income” (which is, generally, our net ordinary income plus net short-term capital gains in excess of net long-term capital losses) will be taxable as ordinary income to U.S. stockholders to the extent of our current or accumulated earnings and profits, whether paid in cash or reinvested in additional shares of our common stock. To the extent such distributions paid by us to non-corporate stockholders (including individuals) are attributable to dividends from U.S. corporations and certain qualified foreign corporations, such distributions generally will be eligible for a maximum federal tax rate of either 15% or 20% (depending on whether the stockholder’s income exceeds certain threshold amounts). However, in this regard, it is anticipated that distributions paid by us will generally not be attributable to dividends and, therefore, generally will not qualify for the preferential federal tax rate. Distributions of our net capital gains (which is generally our realized net long-term capital gains in excess of realized net short-term capital losses) properly reported by us as “capital gain dividends” will be taxable to a U.S. stockholder as long-term capital gains (currently generally at a maximum federal tax rate of either 15% or 20% (depending on whether the stockholder’s income exceeds certain threshold amounts)) in the case of individuals, trusts or estates, regardless of the U.S. stockholder’s holding period for his, her or its common stock and regardless of whether paid in cash or reinvested in additional common stock. Distributions in excess of our earnings and profits first will reduce a U.S. stockholder’s adjusted tax basis in such stockholder’s common stock and, after the adjusted basis is reduced to zero, will constitute capital gains to such U.S. stockholder. Stockholders receiving dividends or distributions in the form of additional shares of our common stock purchased in the market should be treated for U.S. federal income tax purposes as receiving a distribution in an amount equal to the amount of money that the stockholders receiving cash dividends or distributions will receive, and should have a cost basis in the shares received equal to such amount. Stockholders receiving dividends in newly issued shares of our common stock will be treated as receiving a distribution equal to the value of the shares received, and should have a cost basis of such amount.

Although we currently intend to distribute any net long-term capital gains at least annually, we may in the future decide to retain some or all of our net long-term capital gains but report the retained amount as a “deemed distribution.” In that case, among other consequences, we will pay tax on the retained amount, each U.S. stockholder will be required to include their share of the deemed distribution in income as if it had been distributed to the U.S. stockholder, and the U.S. stockholder will be entitled to claim a credit equal their allocable share of the federal corporate income tax paid on the deemed distribution by us. The amount of the deemed distribution net of such tax will be added to the U.S. stockholder’s tax basis for their common stock. Since we expect to pay federal corporate income tax on any retained capital gains at our regular federal corporate income tax rate, and since that rate is currently in excess of the maximum federal income tax rate

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currently payable by individuals on long-term capital gains, the amount of federal corporate income tax that individual stockholders will be treated as having paid and for which they will receive a credit will exceed the federal income tax they owe on the retained net capital gain. Such excess generally may be claimed as a credit against the U.S. stockholder’s other federal income tax obligations or may be refunded to the extent it exceeds a stockholder’s liability for federal income tax. A stockholder that is not subject to federal income tax or otherwise required to file a federal income tax return would be required to file a federal income tax return on the appropriate form in order to claim a refund for the taxes we paid. In order to utilize the deemed distribution approach, we must provide written notice to our stockholders prior to the expiration of 60 days after the close of the relevant taxable year. We cannot treat any of our investment company taxable income as a “deemed distribution.”

For purposes of determining (a) whether the Annual Distribution Requirement is satisfied for any year and (b) the amount of capital gain dividends paid for that year, we may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the taxable year in question. If we make such an election, the U.S. stockholder will still be treated as receiving the dividend in the taxable year in which the distribution is made. However, any dividend declared by us in October, November or December of any calendar year, payable to stockholders of record on a specified date in such a month and actually paid during January of the following year, will be treated as if it had been received by our U.S. stockholders on December 31 of the year in which the dividend was declared.

We will have the ability to declare a large portion of a distribution in shares of our common stock to satisfy the Annual Distribution Requirement. If a portion of such distribution is paid in cash and certain requirements are met, the entire distribution to the extent of our current and accumulated earnings and profits will be treated as a dividend for federal income tax purposes. As a result, U.S. stockholders will be taxed on the distribution as if the entire distribution was cash distribution, even though most of the distribution was paid in shares of our common stock.

If an investor purchases shares of our common stock shortly before the record date of a distribution, the price of the shares of our common stock will include the value of the distribution and the investor will be subject to tax on the distribution even though it represents a return of their investment.

A U.S. stockholder generally will recognize taxable gain or loss if the stockholder sells or otherwise disposes of their shares of our common stock. Any gain arising from such sale or disposition generally will be treated as long-term capital gain or loss if the stockholder has held their shares of common stock for more than one year. Otherwise, it would be classified as short-term capital gain or loss. However, any capital loss arising from the sale or disposition of shares of our common stock held for six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect to such shares. In addition, all or a portion of any loss recognized upon a disposition of shares of our common stock may be disallowed if other shares of our common stock are purchased (whether through reinvestment of distributions or otherwise) within 30 days before or after the disposition. In such a case, the basis of the common stock acquired will be increased to reflect the disallowed loss.

In general, individual U.S. stockholders currently are subject to a maximum federal income tax rate of either 15% or 20% (depending on whether the stockholder’s income exceeds certain threshold amounts) on their net capital gain, i.e., the excess of realized net long-term capital gain over realized net short-term capital loss for a taxable year, including a long-term capital gain derived from an investment in our shares of common stock. Such rate is lower than the maximum rate on ordinary income currently payable by individuals. Corporate U.S. stockholders currently are subject to federal income tax on net capital gain at the maximum 21% rate also applied to ordinary income. Non-corporate stockholders with net capital losses for a year (i.e., net capital losses in excess of net capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each year; any net capital losses of a non-corporate stockholder in excess of $3,000 generally may be carried forward and used in subsequent years as provided in the Code. Corporate stockholders generally may not deduct any net capital losses for a year, but may carryback such losses for three years or carry forward such losses for five years.

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In addition, individuals with income in excess of $200,000 ($250,000 in the case of married individuals filing jointly) and certain estates and trusts are subject to an additional 3.8% tax on their “net investment income,” which generally includes net income from interest, dividends, annuities, royalties, and rents, and net capital gains (other than certain amounts earned from trades or businesses).

We will provide estimated guidance of the tax characteristics of any distributions we make in our periodic reports filed with the SEC. We will send to each of our U.S. stockholders, as promptly as possible after the end of each calendar year, a notice detailing, on a per share and per distribution basis, the amounts includible in such U.S. stockholder’s taxable income for such year as ordinary income and as long-term capital gain. In addition, the federal tax status of each year’s distributions generally will be reported to the IRS. Distributions may also be subject to additional state, local and foreign taxes depending on a U.S. stockholder’s particular situation. Dividends distributed by us generally will not be eligible for the dividends-received deduction or the lower tax rates applicable to certain qualified dividends.

We may be required to withhold federal income tax (“backup withholding”) currently at a rate of 24% from all taxable distributions to any non-corporate U.S. stockholder (a) who fails to furnish us with a correct taxpayer identification number or a certificate that such stockholder is exempt from backup withholding or (b) with respect to whom the IRS notifies us that such stockholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. An individual’s taxpayer identification number is his or her social security number. Any amount withheld under backup withholding is allowed as a credit against the U.S. stockholder’s federal income tax liability and may entitle such stockholder to a refund, provided that proper information is timely provided to the IRS.

If a U.S. stockholder recognizes a loss with respect to shares of our common stock of $2 million or more for an individual stockholder or $10 million or more for a corporate stockholder, the stockholder must file with the IRS a disclosure statement on Form 8886. Direct stockholders of portfolio securities are in many cases exempted from this reporting requirement, but under current guidance, stockholders of a RIC are not exempted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. U.S. stockholders should consult their tax advisors to determine the applicability of these regulations in light of their specific circumstances.

Taxation of Non-U.S. Stockholders

Whether an investment in the shares of our common stock is appropriate for a Non-U.S. stockholder will depend upon that person’s particular circumstances. An investment in the shares of our common stock by a Non-U.S. stockholder may have adverse tax consequences. Non-U.S. stockholders should consult their tax advisors before investing in our common stock.

If the distributions are effectively connected with a U.S. trade or business of the Non-U.S. stockholder, or, if an income tax treaty applies, attributable to a permanent establishment in the United States, in which case the distributions will be subject to federal income tax at the rates applicable to U.S. persons, we will not be required to withhold federal tax if the Non-U.S. stockholder complies with applicable certification and disclosure requirements. Special certification requirements apply to a Non-U.S. stockholder that is a foreign partnership or a foreign trust, and such entities are urged to consult their own tax advisors.

Distributions of our “investment company taxable income” to Non-U.S. stockholders that are not “effectively connected” with a U.S. trade or business carried on by the Non-U.S. stockholder, will generally be subject to withholding of federal income tax at a rate of 30% (or lower rate provided by an applicable treaty) to the extent of our current and accumulated earnings and profits. However, properly reported dividends received by a Non-U.S. stockholder are generally exempt from U.S. federal withholding tax when they (a) were paid in respect of our “qualified net interest income” (generally, our U.S. source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which we are at least a 10% stockholder, reduced by expenses that are allocable to such income), or (b) were paid in connection with our “qualified short-term capital gains” (generally, the excess of our net short-term capital gain over our long-term capital loss for such taxable year). Depending on the circumstances, we may report all, some or none of our potentially eligible dividends as such qualified net interest income or as qualified short-term capital gains, or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a Non-U.S. stockholder must

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comply with applicable certification requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN or an acceptable substitute or successor form). In the case of shares held through an intermediary, the intermediary could withhold even if we report the payment as qualified net interest income or qualified short-term capital gain. Non-U.S. stockholders should contact their intermediaries with respect to the application of these rules to their accounts.

Actual or deemed distributions of our net capital gains to a Non-U.S. stockholder, and gains realized by a Non-U.S. stockholder upon the sale of our common stock, will not be subject to federal withholding tax and generally will not be subject to federal income tax unless the distributions or gains, as the case may be, are effectively connected with a U.S. trade or business of the Non-U.S. stockholder and, if an income tax treaty applies, are attributable to a permanent establishment maintained by the Non-U.S. stockholder in the United States or, in the case of an individual Non-U.S. stockholder, the stockholder is present in the United States for 183 days or more during the year of the sale or capital gain dividend and certain other conditions are met.

If we distribute our net capital gains in the form of deemed rather than actual distributions (which we may do in the future), a Non-U.S. stockholder will be entitled to a federal income tax credit or tax refund equal to the stockholder’s allocable share of the tax we pay on the capital gains deemed to have been distributed. In order to obtain the refund, the Non-U.S. stockholder must obtain a U.S. taxpayer identification number and file a federal income tax return even if the Non-U.S. stockholder would not otherwise be required to obtain a U.S. taxpayer identification number or file a federal income tax return. For a corporate Non-U.S. stockholder, distributions (both actual and deemed), and gains realized upon the sale of our common stock that are effectively connected with a U.S. trade or business may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate (or at a lower rate if provided for by an applicable treaty). Accordingly, an investment in the shares of our common stock may not be appropriate for a Non-U.S. stockholder.

We will have the ability to declare a large portion of a distribution in shares of our common stock to satisfy the Annual Distribution Requirement. If a portion of such distribution is paid in cash and certain requirements are met, the entire distribution to the extent of our current and accumulated earnings and profits will be treated as a dividend for federal income tax purposes. As a result, Non-U.S. stockholders will be taxed on the distribution as if the entire distribution was cash distribution, even though most of the distribution was paid in shares of our common stock.

The tax consequences to a Non-U.S. stockholder entitled to claim the benefits of an applicable tax treaty may differ from those described herein. Non-U.S. stockholders are advised to consult their own tax advisors with respect to the particular tax consequences to them of an investment in shares of our common stock.

A Non-U.S. stockholder who is a non-resident alien individual, and who is otherwise subject to withholding of federal income tax, may be subject to information reporting and backup withholding of federal income tax on dividends unless the Non-U.S. stockholder provides us or the dividend paying agent with an IRS Form W-8BEN (or an acceptable substitute form) or otherwise meets documentary evidence requirements for establishing that it is a Non-U.S. stockholder or otherwise establishes an exemption from backup withholding.

We are required to withhold U.S. tax (at a 30% rate) on payments of dividends and (effective January 1, 2019) to withhold U.S. tax on payment of redemption proceeds and certain capital gain dividends, in each case, made to certain non-U.S. entities that fail to comply with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Stockholders may be requested to provide additional information to us to enable us to determine whether withholding is required.

Non-U.S. persons should consult their own tax advisors with respect to the U.S. federal income tax and withholding tax, and state, local and foreign tax consequences of an investment in the shares of our common stock, including the possible application of the U.S. estate tax.

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DESCRIPTION OF OUR CAPITAL STOCK

The following description is based on relevant portions of the Maryland General Corporation Law and on our charter and bylaws. This summary is not necessarily complete, and we refer you to the Maryland General Corporation Law and our charter and bylaws for a more detailed description of the provisions summarized below.

Capital Stock

As of the date of this prospectus, our authorized stock consists of 100,000,000 shares of stock, par value $0.001 per share, and no shares of preferred stock. Our common stock is listed on The Nasdaq Global Select Market under the ticker symbol “MRCC.” There are no outstanding options or warrants to purchase our stock. No stock has been authorized for issuance under any equity compensation plan. Under Maryland law, our stockholders generally are not personally liable for our debts or obligations.

The following are our outstanding classes of securities as of March 27, 2019:

     
(1)
Title of Class
  (2)
Amount Authorized
  (3)
Amount Held by
Us or for Our
Account
  (4)
Amount Outstanding Exclusive of Amounts Shown Under (3)
Common Stock     100,000,000             20,444,564  

Under our charter, our board of directors is authorized to classify and reclassify any unissued shares of stock into other classes or series of stock and authorize the issuance of the shares of stock without obtaining stockholder approval. As permitted by the Maryland General Corporation Law, our charter provides that the board of directors, without any action by our stockholders, may amend the charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority to issue.

Common Stock

All shares of our common stock have equal rights as to earnings, assets, voting, and dividends and other distributions and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of our common stock if, as and when authorized by our board of directors and declared by us out of funds legally available therefor. Shares of our common stock have no preemptive, exchange, conversion or redemption rights and are freely transferable, except where their transfer is restricted by federal and state securities laws or by contract. In the event of our liquidation, dissolution or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time. Each share of our common stock is entitled to one vote on all matters submitted to a vote of stockholders, including the election of directors. Except as provided with respect to any other class or series of stock, the holders of our common stock possess exclusive voting power.

Preferred Stock

Our charter authorizes our board of directors to classify and reclassify any unissued shares of stock into other classes or series of stock, including preferred stock. The cost of any such reclassification would be borne by our existing common stockholders. Prior to issuance of shares of each class or series, the board of directors is required by Maryland law and by our charter to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, the board of directors could authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise be in their best interest. You should note, however, that any issuance of preferred stock must comply with the requirements of the 1940 Act. The 1940 Act limits our flexibility as to certain rights and preferences of the preferred stock that our charter may provide and requires, among other things, that (1) immediately after issuance and before any dividend or other distribution is made with respect to our

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common stock and before any purchase of common stock is made, such preferred stock together with all other senior securities must not exceed an amount equal to 50% of our total assets after deducting the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of shares of preferred stock, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors if and so long as dividends on such preferred stock are in arrears by two full years or more. Certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock. For example, holders of preferred stock would vote separately from the holders of common stock on a proposal to cease operations as a business development company. We believe that the availability for issuance of preferred stock will provide us with increased flexibility in structuring future financings and acquisitions. However, we do not currently have any plans to issue preferred stock.

Limitation on Liability of Directors and Officers; Indemnification and Advance of Expenses

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our charter contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law, subject to the requirements of the 1940 Act.

Our charter authorizes us, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or any individual who, while serving as our director or officer and at our request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her service in any such capacity and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. Our bylaws obligate us, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or any individual who, while serving as our director or officer and at our request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in that capacity from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her service in any such capacity and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. Our bylaws also provide that, to the maximum extent permitted by Maryland law, with the approval of our board of directors and provided that certain conditions described in our bylaws are met, we may pay certain expenses incurred by any such indemnified person in advance of the final disposition of a proceeding upon receipt of an undertaking by or on behalf of such indemnified person to repay amounts we have so paid if it is ultimately determined that indemnification of such expenses is not authorized under our bylaws. In accordance with the 1940 Act, we will not indemnify any person for any liability to which such person would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

Maryland law requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received

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unless, in either, case a court orders indemnification, and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer in advance of final disposition of a proceeding upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

We have entered into indemnification agreements with our directors. The indemnification agreements provide our directors the maximum indemnification permitted under Maryland law and the 1940 Act.

Our insurance policy does not currently provide coverage for claims, liabilities and expenses that may arise out of activities that our present or former directors or officers have performed for another entity at our request. There is no assurance that such entities will in fact carry such insurance. However, we note that we do not expect to request our present or former directors or officers to serve another entity as a director, officer, partner or trustee unless we can obtain insurance providing coverage for such persons for any claims, liabilities or expenses that may arise out of their activities while serving in such capacities.

Certain Provisions of the Maryland General Corporation Law and Our Charter and Bylaws

The Maryland General Corporation Law and our charter and bylaws contain provisions that could make it more difficult for a potential acquirer to acquire us by means of a tender offer, proxy contest or otherwise. These provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of these provisions outweigh the potential disadvantages of discouraging any such acquisition proposals because, among other things, the negotiation of such proposals may improve their terms.

Classified Board of Directors

Our board of directors is divided into three classes of directors serving staggered three-year terms. Directors of each class are elected to serve for three-year terms and until their successors are duly elected and qualify and each year one class of directors is elected by the stockholders. A classified board may render a change in control of us or removal of our incumbent management more difficult. We believe, however, that the longer time required to elect a majority of a classified board of directors will help to ensure the continuity and stability of our management and policies.

Election of Directors

Our charter and bylaws provide that the affirmative vote of the holders of a plurality of the outstanding shares of stock entitled to vote in the election of directors cast at a meeting of stockholders duly called and at which a quorum is present will be required to elect a director. There is no cumulative voting in the election of directors. Pursuant to our charter, our board of directors may amend the bylaws to alter the vote required to elect directors.

Number of Directors; Vacancies; Removal

Our charter provides that the number of directors will be set by the board of directors in accordance with our bylaws. Our bylaws provide that a majority of our entire board of directors may at any time increase or decrease the number of directors. However, unless our bylaws are amended, the number of directors may never be less than one or more than twelve. Our charter provides that, at such time as we have at least three independent directors and our common stock is registered under the Exchange Act, we elect to be subject to the provision of Subtitle 8 of Title 3 of the Maryland General Corporation Law regarding the filling of vacancies on the board of directors. Accordingly, at such time, except as may be provided by the board of directors in setting the terms of any class or series of preferred stock, any and all vacancies on the board of directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies, subject to any applicable requirements of the 1940 Act.

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Our charter provides that a director may be removed only for cause, as defined in our charter, and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast in the election of directors.

Action by Stockholders

Under the Maryland General Corporation Law, stockholder action can be taken only at an annual or special meeting of stockholders or by unanimous written consent in lieu of a meeting (unless the charter provides for stockholder action by less than unanimous written consent, which our charter does not). These provisions, combined with the requirements of our bylaws regarding the calling of a stockholder-requested special meeting of stockholders discussed below, may have the effect of delaying consideration of a stockholder proposal until the next annual meeting.

Advance Notice Provisions for Stockholder Nominations and Stockholder Proposals

Our bylaws provide that with respect to an annual meeting of stockholders, nominations of persons for election to the board of directors and the proposal of business to be considered by stockholders may be made only (1) pursuant to our notice of the meeting, (2) by the board of directors or (3) by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice procedures of our bylaws. With respect to special meetings of stockholders, only the business specified in our notice of the meeting may be brought before the meeting. Nominations of persons for election to the board of directors at a special meeting may be made only (1) pursuant to our notice of the meeting, (2) by the board of directors or (3) provided that the board of directors has determined that directors will be elected at the meeting, by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice provisions of the bylaws.

The purpose of requiring stockholders to give us advance notice of nominations and other business is to afford our board of directors a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by our board of directors, to inform stockholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure for conducting meetings of stockholders. Although our bylaws do not give our board of directors any power to disapprove stockholder nominations for the election of directors or proposals recommending certain action, they may have the effect of precluding a contest for the election of directors or the consideration of stockholder proposals if proper procedures are not followed and of discouraging or deterring a third-party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and our stockholders.

Calling of Special Meetings of Stockholders

Our bylaws provide that special meetings of stockholders may be called by our board of directors and certain of our officers. Additionally, our bylaws provide that, subject to the satisfaction of certain procedural and informational requirements by the stockholders requesting the meeting, a special meeting of stockholders will be called by the secretary of the corporation upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at such meeting.

Approval of Extraordinary Corporate Action; Amendment of Charter and Bylaws

Under Maryland law, a Maryland corporation generally cannot dissolve, amend its charter, merge, sell all or substantially all of its assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business, unless approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. However, a Maryland corporation may provide in its charter for approval of these matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter. Our charter generally provides for approval of charter amendments and extraordinary transactions by the stockholders entitled to cast at least a majority of the votes entitled to be cast on the matter. Our charter also provides that certain charter amendments, any proposal for our conversion, whether by charter amendment, merger or otherwise, from a closed-end company to an open-end company and any proposal for our liquidation or dissolution requires the approval of the stockholders entitled to cast at least 80% of the votes entitled to be cast on such matter. However, if such amendment or proposal is approved by 75% or more of our continuing directors (in addition to approval by our board of directors),

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such amendment or proposal may be approved by a majority of the votes entitled to be cast on such a matter. The “continuing directors” are defined in our charter as (1) our current directors, (2) those directors whose nomination for election by the stockholders or whose election by the directors to fill vacancies is approved by a majority of our current directors then on the board of directors or (3) any successor directors whose nomination for election by the stockholders or whose election by the directors to fill vacancies is approved by a majority of continuing directors or the successor continuing directors then in office.

Our charter and bylaws provide that the board of directors will have the exclusive power to adopt, alter, amend or repeal any provision of our bylaws and to make new bylaws.

No Appraisal Rights

Except with respect to appraisal rights arising in connection with the Maryland Control Share Acquisition Act discussed below, as permitted by the Maryland General Corporation Law, our charter provides that stockholders will not be entitled to exercise appraisal rights unless a majority of the board of directors shall determine such rights apply.

Control Share Acquisitions

The Maryland General Corporation Law provides that control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter (the “Control Share Acquisition Act”). Shares owned by the acquiror, by officers or by directors who are employees of the corporation are excluded from shares entitled to vote on the matter. Control shares are voting shares of stock which, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power:

one-tenth or more but less than one-third;
one-third or more but less than a majority; or
a majority or more of all voting power.

The requisite stockholder approval must be obtained each time an acquiror crosses one of the thresholds of voting power set forth above. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition means the acquisition of control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.

If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation may redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved. The right of the corporation to redeem control shares is subject to certain conditions and limitations, including, as provided in our bylaws compliance with the 1940 Act. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquirer or of any meeting of stockholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition.

The Control Share Acquisition Act does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation. Our bylaws contain a provision exempting from the Control Share

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Acquisition Act any and all acquisitions by any person of our shares of stock. There can be no assurance that such provision will not be amended or eliminated at any time in the future. However, we will amend our bylaws to be subject to the Control Share Acquisition Act only if the board of directors determines that it would be in our best interests and if the SEC staff does not object to our determination that our being subject to the Control Share Acquisition Act does not conflict with the 1940 Act.

Business Combinations

Under Maryland law, “business combinations” between a corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder (the “Business Combination Act”). These business combinations include a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:

any person who beneficially owns 10% or more of the voting power of the corporation’s outstanding voting stock; or
an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation.

A person is not an interested stockholder under this statute if the board of directors approved in advance the transaction by which the stockholder otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.

After the five-year prohibition, any business combination between the corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:

80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.

These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.

The statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder. Our board of directors has adopted a resolution that any business combination between us and any other person is exempted from the provisions of the Business Combination Act, provided that the business combination is first approved by the board of directors, including a majority of the directors who are not interested persons as defined in the 1940 Act. This resolution may be altered or repealed in whole or in part at any time. However, our board of directors will adopt resolutions so as to make us subject to the provisions of the Business Combination Act only if the board of directors determines that it would be in our best interests and if the SEC staff does not object to our determination that our being subject to the Business Combination Act does not conflict with the 1940 Act. If this resolution is repealed, or the board of directors does not otherwise approve a business combination, the statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.

Conflict with the 1940 Act

Our bylaws provide that, if and to the extent that any provision of the Maryland General Corporation Law, including the Control Share Acquisition Act (if we amend our bylaws to be subject to such Act) and the Business Combination Act, or any provision of our charter or bylaws conflicts with any provision of the 1940 Act, the applicable provision of the 1940 Act will control.

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DESCRIPTION OF OUR PREFERRED STOCK

Our charter authorizes our board of directors to classify and reclassify any unissued shares of stock into other classes or series of stock, including preferred stock. Prior to issuance of shares of each class or series, the board of directors is required by Maryland law and by our charter to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, our board of directors could authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise be in their best interest. You should note, however, that any issuance of preferred stock must comply with the requirements of the 1940 Act.

The 1940 Act generally requires that (1) immediately after issuance and before any distribution is made with respect to our common stock and before any purchase of common stock is made, our asset coverage ratio, as defined in the 1940 Act, must equal at least 150% of our total assets less liabilities and indebtedness not represented by senior securities, and (2) the holders of shares of preferred stock, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors if distributions on such preferred stock are in arrears by two years or more. Certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock. For example, holders of preferred stock would vote separately from the holders of common stock on a proposal to cease operations as a business development company. Further, the 1940 Act requires that any distributions we make on preferred stock be cumulative. We believe that the availability for issuance of preferred stock will provide us with increased flexibility in structuring future financings and acquisitions.

For any series of preferred stock that we may issue, our board of directors will determine and the prospectus supplement relating to such series will describe:

the designation and number of shares of such series;
the rate and time at which, and the preferences and conditions under which, any distributions will be paid on shares of such series, as well as whether such distributions are participating or non-participating;
any provisions relating to convertibility or exchangeability of the shares of such series;
the rights and preferences, if any, of holders of shares of such series upon our liquidation, dissolution or winding up of our affairs;
the voting powers, if any, of the holders of shares of such series;
any provisions relating to the redemption of the shares of such series;
any limitations on our ability to pay distributions on, or acquire or redeem, other securities while shares of such series are outstanding;
any conditions or restrictions on our ability to issue additional shares of such series or other securities;
if applicable, a discussion of certain U.S. federal income tax considerations; and
any other relative power, preferences and participating, optional or special rights of shares of such series, and the qualifications, limitations or restrictions thereof.

All shares of preferred stock that we may issue will be identical and of equal rank except as to the particular terms thereof that may be fixed by our board of directors, and all shares of each series of preferred stock will be identical and of equal rank except as to the dates from which distributions, if any, thereon will be cumulative. If we issue shares of preferred stock, holders of such preferred stock will be entitled to receive cash distributions at an annual rate that will be fixed or will vary for the successive distribution periods for each series. In general, the distribution periods for fixed rate preferred stock can range from quarterly to weekly and are subject to extension. The rate for distributions may be variable and determined for each distribution period.

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DESCRIPTION OF OUR SUBSCRIPTION RIGHTS

We may issue subscription rights to purchase common stock. Subscription rights may be issued independently or together with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In connection with any subscription rights offering to our stockholders, we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such subscription rights offering. We will not offer transferable subscription rights to our stockholders at a price equivalent to less than the then current net asset value per share of common stock, excluding underwriting commissions, unless we first file a post-effective amendment that is declared effective by the SEC with respect to such issuance and the common stock to be purchased in connection with the rights represents no more than one-third of our outstanding common stock at the time such rights are issued. In connection with a subscription rights offering to our stockholders, we would distribute certificates evidencing the subscription rights and a prospectus supplement to our stockholders on the record date that we set for receiving subscription rights in such subscription rights offering. Our common stockholders will indirectly bear the expenses of such subscription rights offerings, regardless of whether our common stockholders exercise any subscription rights.

The applicable prospectus supplement would describe the following terms of subscription rights in respect of which this prospectus is being delivered:

the title of such subscription rights;
the exercise price or a formula for the determination of the exercise price for such subscription rights;
the number or a formula for the determination of the number of such subscription rights issued to each stockholder;
the extent to which such subscription rights are transferable;
if applicable, a discussion of the material U.S. federal income tax considerations applicable to the issuance or exercise of such subscription rights;
the date on which the right to exercise such subscription rights would commence, and the date on which such rights shall expire (subject to any extension);
the extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed securities;
if applicable, the material terms of any standby underwriting or other purchase arrangement that we may enter into in connection with the subscription rights offering; and
any other terms of such subscription rights, including terms, procedures and limitations relating to the exchange and exercise of such subscription rights.

Exercise of Subscription Rights

Each subscription right would entitle the holder of the subscription right to purchase for cash or other consideration such amount of shares of common stock or other securities at such exercise price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the subscription rights offered thereby or another report filed with the SEC. Subscription rights may be exercised at any time up to the close of business on the expiration date for such subscription rights set forth in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised subscription rights would become void. We have not previously completed such an offering of subscription rights.

Subscription rights may be exercised as set forth in the prospectus supplement relating to the subscription rights offered thereby. Upon receipt of payment and the subscription rights certificate properly completed and duly executed at the corporate trust office of the subscription rights agent or any other office indicated in the prospectus supplement, we will forward, as soon as practicable, the shares of common stock or other

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securities purchasable upon such exercise. We may determine to offer any unsubscribed offered securities directly to stockholders, persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting or other arrangements, as set forth in the applicable prospectus supplement.

Under the 1940 Act, we may generally only offer subscription rights (other than rights to subscribe expiring not later than 120 days after their issuance and issued exclusively and ratably to a class or classes of our security holders) on the condition that: (1) the subscription rights expire by their terms within ten years; (2) the exercise price is not less than the current market value at the date of issuance; (3) our stockholders authorize the proposal to issue such subscription rights, and a “required” majority of our board of directors approves of such issuance on the basis that the issuance is in the best interests of the Company and our stockholders; and (4) if the subscription rights are accompanied by other securities, the subscription rights are not separately transferable unless no class of such subscription rights and the securities accompanying them has been publicly distributed. A “required” majority of our board of directors is a vote of both a majority of our directors who have no financial interest in the transaction and a majority of the directors who are not interested persons of the company. The 1940 Act also provides that the amount of our voting securities that would result from the exercise of all outstanding warrants, options and subscription rights at the time of issuance may not exceed 25% of our outstanding voting securities.

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DESCRIPTION OF OUR DEBT SECURITIES

As of December 31, 2018, we had $69.0 million in aggregate principal amount of 2023 Notes outstanding. On March 21, 2019, we completed an offering of $40.0 million in additional aggregate principal amount of our 5.75% Notes due 2023 (the “Notes”) in a registered direct offering to institutional investors. The Notes are a further issuance of the 2023 Notes. The Notes and the 2023 Notes will mature on October 31, 2023. Interest on the Notes and 2023 Notes is paid quarterly on January 31, April 30, July 31, and October 31, at an annual rate of 5.75%, commencing on October 31, 2018 for the 2023 Notes and on April 30, 2019 for the Notes. We may redeem the Notes and the 2023 Notes in whole or in part at any time or from time to time on or after October 31, 2020. The Notes and the 2023 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future unsecured indebtedness.

We may issue additional debt securities in one or more series. The specific terms of each additional series of debt securities will be described in the particular prospectus supplement relating to that series. The prospectus supplement may or may not modify the general terms found in this prospectus and will be filed with the SEC. For a complete description of the terms of a particular series of debt securities, you should read both this prospectus and the prospectus supplement relating to that particular series.

As required by federal law for all bonds and notes of companies that are publicly offered in the United States, the debt securities are governed by a document called an “indenture.” An indenture is a contract between us and a financial institution acting as trustee and is subject to and governed by the Trust Indenture Act of 1939, as amended. The trustee has two main roles. First, the trustee can enforce rights of investors against us if we default. There are some limitations on the extent to which the trustee acts on behalf of investors, described in the second paragraph under “— Events of Default — Remedies if an Event of Default Occurs.” Second, the trustee performs certain administrative duties for us, such as sending interest and principal payments to holders.

Because this section is a summary, it does not describe every aspect of the debt securities and the indenture. We urge you to read the indenture because it, and not this description, defines rights of a holder of debt securities issued pursuant to this prospectus and any accompanying prospectus supplement. We have filed the indenture with the SEC.

A prospectus supplement, which will accompany this prospectus, will describe the particular series of debt securities being offered, including, among other things:

the designation or title of the series of debt securities;
the total principal amount of the series of debt securities and whether or not the offering may be reopened for additional securities of that series and on what terms;
the percentage of the principal amount at which the series of debt securities will be offered;
the date or dates on which principal will be payable;
the rate or rates (which may be either fixed or variable) and/or the method of determining such rate or rates of interest, if any;
the date or dates from which any interest will accrue, or the method of determining such date or dates, and the date or dates on which any interest will be payable;
the terms for redemption, extension or early repayment, if any;
the currencies in which the series of debt securities are issued and payable;
whether the amount of payments of principal, premium or interest, if any, on a series of debt securities will be determined with reference to an index, formula or other method (which could be based on one or more currencies, commodities, equity indices or other indices) and how these amounts will be determined;
the place or places of payment, transfer, conversion and/or exchange of the debt securities;
the denominations in which the offered debt securities will be issued;

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the provision for any sinking fund;
any restrictive covenants;
any events of default;
whether the series of debt securities are issuable in certificated form;
any provisions for defeasance or covenant defeasance;
any special U.S. federal income tax implications, including, if applicable, U.S. federal income tax considerations relating to original issue discount;
whether and under what circumstances we will pay additional amounts in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities rather than pay the additional amounts (and the terms of this option);
any provisions for convertibility or exchangeability of the debt securities into or for any other securities;
whether the debt securities are subject to subordination and the terms of such subordination;
the listing, if any, on a securities exchange; and
any other terms.

The debt securities may be secured or unsecured obligations. Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue debt only in amounts such that we are in compliance with our asset coverage ratio, as defined in the 1940 Act, excluding the SBA debentures in accordance with SEC exemptive relief granted October 2, 2014. Unless the prospectus supplement states otherwise, principal (and premium, if any) and interest, if any, will be paid by us in immediately available funds.

General

The indenture provides that any debt securities proposed to be sold under this prospectus and the applicable prospectus supplement (“offered debt securities”) and any debt securities issuable upon the exercise of warrants or upon conversion or exchange of other offered securities (“underlying debt securities”), may be issued under the indenture in one or more series.

For purposes of this prospectus, any reference to the payment of principal of or premium or interest, if any, on debt securities will include additional amounts if required by the terms of the debt securities.

The indenture does not limit the amount of debt securities that may be issued thereunder from time to time. Debt securities issued under the indenture, when a single trustee is acting for all debt securities issued under the indenture, are called the “indenture securities.” The indenture also provides that there may be more than one trustee thereunder, each with respect to one or more different series of indenture securities. See “Resignation of Trustee” below. At a time when two or more trustees are acting under the indenture, each with respect to only certain series, the term “indenture securities” means the one or more series of debt securities with respect to which each respective trustee is acting. In the event that there is more than one trustee under the indenture, the powers and trust obligations of each trustee described in this prospectus will extend only to the one or more series of indenture securities for which it is trustee. If two or more trustees are acting under the indenture, then the indenture securities for which each trustee is acting would be treated as if issued under separate indentures.

The indenture does not contain any provisions that give the holder of debt securities protection in the event we issue a large amount of debt or we are acquired by another entity.

We refer you to the applicable prospectus supplement for information with respect to any deletions from, modifications of or additions to the Events of Default, as defined below, or our covenants that are described below, including any addition of a covenant or other provision providing event risk or similar protection.

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We have the ability to issue indenture securities with terms different from those of indenture securities previously issued and, without the consent of the holders thereof, to reopen a previous issue of a series of indenture securities and issue additional indenture securities of that series unless the reopening was restricted when that series was created.

We expect that we will usually issue debt securities in book entry only form represented by global securities and will specify the method of issuance in the applicable prospectus supplement.

Conversion and Exchange

If any debt securities are convertible into or exchangeable for other securities, the applicable prospectus supplement will explain the terms and conditions of the conversion or exchange, including the conversion price or exchange ratio (or the calculation method), the conversion or exchange period (or how the period will be determined), whether conversion or exchange will be mandatory or at the option of the holder or us, provisions for adjusting the conversion price or the exchange ratio and provisions affecting conversion or exchange in the event of the redemption of the underlying debt securities. These terms may also include provisions under which the number or amount of other securities to be received by the holders of the debt securities upon conversion or exchange would be calculated according to the market price of the other securities as of a time stated in the applicable prospectus supplement.

Payment

Unless otherwise specified in the applicable prospectus supplement, we will pay interest to the person listed in the trustee’s records as the owner of the debt security at the close of business on a particular day in advance of each due date for interest, even if that person no longer owns the debt security on the interest due date. That day, usually about two weeks in advance of the interest due date, is called the “record date.” Because we will pay all the interest for an interest period to the holders on the record date, holders buying and selling the debt securities must work out between themselves the appropriate purchase price. The most common manner is to adjust the sales price of the debt securities to prorate interest fairly between buyer and seller based on their respective ownership periods within the particular interest period. This prorated interest amount is called “accrued interest.”

Payments on Global Securities

We will make payments on a global security in accordance with the applicable policies of the depositary as in effect from time to time. Under those policies, we will make payments directly to the depositary, or its nominee, and not to any indirect holders who own beneficial interests in the global security. An indirect holder’s right to those payments will be governed by the rules and practices of the depositary and its participants.

Payment When Offices Are Closed

If any payment is due on a debt security on a day that is not a business day, we will make the payment on the next day that is a business day. Payments made on the next business day in this situation will be treated under the indenture as if they were made on the original due date, except as otherwise indicated in the applicable prospectus supplement. Such payment will not result in a default under any debt security or the indenture, and no interest will accrue on the payment amount from the original due date to the next day that is a business day.

Book-entry and other indirect holders should consult their banks or brokers for information on how they will receive payments on their debt securities.

Events of Default

Investors will have rights if an Event of Default, as defined below, occurs with respect to the debt securities of their respective series and the Event of Default is not cured, as described later in this subsection.

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The term “Event of Default” with respect to the relevant series of debt securities means any of the following (unless the applicable prospectus supplement or supplemental indenture relating to such debt securities states otherwise):

We do not pay the principal of any debt security of the series when due and payable at maturity.
We do not pay interest on any debt security of the series when due and payable, and such default is not cured within 30 days.
We remain in breach of any other covenant with respect to the debt securities of the series for 60 days after we receive a written notice of default stating we are in breach. The notice must be sent by either the trustee or holders of at least 25.0% of the principal amount of debt securities of the issuer.
We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur and, in the case of certain orders or decrees entered against us under any bankruptcy law, such order or decree remains undischarged or unstayed for a period of 60 days.
On the last business day of each of twenty-four consecutive calendar months, we have an asset coverage (as such term is defined in the 1940 Act) of less than 100.0%, giving effect to any exemptive relief granted to us by the SEC.
Any other Event of Default with respect to debt securities of the series described in the applicable prospectus supplement or supplemental indenture occurs.

An Event of Default for a particular series of debt securities may, but does not necessarily, constitute an Event of Default for any other series of debt securities issued under the same or any other indenture. The trustee may withhold notice to the holders of debt securities of any default, except in the payment of principal or interest, if it in good faith considers the withholding of notice to be in the best interests of the holders.

Remedies if an Event of Default Occurs

Unless the applicable prospectus supplement specifies otherwise, if an Event of Default has occurred and has not been cured, the trustee or the holders of at least 25.0% in principal amount of the debt securities of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. In certain circumstances, a declaration of acceleration of maturity may be canceled by the holders of a majority in principal amount of the debt securities of the affected series.

Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee protection reasonably satisfactory to it from expenses and liability (called an “indemnity”). If indemnity reasonably satisfactory to the trustee is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions in certain circumstances. No delay or omission in exercising any right or remedy will be treated as a waiver of that right, remedy or Event of Default.

Before a holder of debt securities is allowed to bypass the trustee and bring a lawsuit or other formal legal action or take other steps to enforce the holder’s rights or protect the holder’s interests relating to the debt securities, the following must occur:

The holder must give the trustee written notice that an Event of Default has occurred and remains uncured.
The holders of at least 25.0% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default and must offer the trustee indemnity, security, or both reasonably satisfactory to it against the cost and other liabilities of taking that action.

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The trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity and/or security.
The holders of a majority in principal amount of the debt securities must not have given the trustee a direction inconsistent with the above notice during that 60 day period.

However, the holder is entitled at any time to bring a lawsuit for the payment of money due on the holder’s debt securities on or after the due date.

Holders of a majority in principal amount of the debt securities of the affected series may waive any past defaults other than:

the payment of principal, any premium or interest; or
in respect of a covenant that cannot be modified or amended without the consent of each holder.

Book-entry and other indirect holders should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and how to declare or cancel an acceleration of maturity.

Each year, we will furnish to the trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance with the indenture and the debt securities, or else specifying any default.

Merger or Consolidation

Under the terms of the indenture, we are generally permitted to consolidate or merge with another entity. We are also permitted to sell all or substantially all of our assets to another entity. However, unless the prospectus supplement relating to certain debt securities states otherwise, we may not take any of these actions unless all the following conditions are met:

Where we merge out of existence or convey or transfer our assets substantially as an entirety, the resulting entity must agree to be legally responsible for our obligations under the debt securities.
The merger or sale of assets must not cause a default on the debt securities and we must not already be in default (unless the merger or sale would cure the default). For purposes of this no-default test, a default would include an Event of Default that has occurred and has not been cured, as described under “Events of Default” above. A default for this purpose would also include any event that would be an Event of Default if the requirements for giving us notice of default or our default having to exist for a specified period of time were disregarded.
We must deliver certain certificates and documents to the trustee.
We must satisfy any other requirements specified in the prospectus supplement relating to a particular series of debt securities.

Modification or Waiver

There are three types of changes we can make to the indenture and the debt securities issued thereunder.

Changes Requiring the Holder’s Approval

First, there are changes that we cannot make to the debt securities without approval from each affected holder. The following is a list of those types of changes:

change the stated maturity of the principal of (or premium, if any, on) or any installment of principal of or interest on a debt security;
reduce any amounts due on a debt security or reduce the rate of interest on a debt security;
reduce the amount of principal payable upon acceleration of the maturity of a security following a default;
adversely affect any right of repayment at the holder’s option;

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change the place (except as otherwise described in the prospectus or prospectus supplement) or currency of payment on a debt security;
impair the holder’s right to sue for payment;
adversely affect any right to convert or exchange a debt security in accordance with its terms;
modify the subordination provisions in the indenture in a manner that is adverse to holders of the debt securities;
reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture;
reduce the percentage of holders of debt securities whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults; and
modify any other material aspect of the provisions of the indenture dealing with supplemental indentures, modification and waiver of past defaults, changes to the quorum or voting requirements or the waiver of certain covenants.

Changes Not Requiring Approval

The second type of change does not require any vote by the holders of the debt securities. This type is limited to clarifications and certain other changes that would not adversely affect holders of the outstanding debt securities in any material respect.

Changes Requiring Majority Approval

Any other change to the indenture and the debt securities would require the following approval:

If the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series.
If the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose.

The holders of a majority in principal amount of a series of debt securities issued under the indenture may waive our compliance with some of our covenants applicable to that series.

Further Details Concerning Voting

Debt securities will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust money for their payment or redemption. Debt securities will also not be eligible to vote if they have been fully defeased as described later under “Defeasance — Full Defeasance.”

We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding indenture securities that are entitled to vote or take other action under the indenture. If we set a record date for a vote or other action to be taken by holders of one or more series, that vote or action may be taken only by persons who are holders of outstanding indenture securities of those series on the record date and must be taken within eleven months following the record date.

Book-entry and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to change the indenture or the debt securities or request a waiver.

Defeasance

The following provisions will be applicable to each series of debt securities unless we state in the applicable prospectus supplement that the provisions of covenant defeasance and full defeasance will not be applicable to that series.

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Covenant Defeasance

Under current U.S. federal income tax law and the indenture, we can make the deposit described below and be released from some of the restrictive covenants in the indenture under which the particular series was issued. This is called “covenant defeasance.” In that event, the holder of debt securities would lose the protection of those restrictive covenants but would gain the protection of having money and government securities set aside in trust to repay debt securities of the holders. In order to achieve covenant defeasance, the following conditions must be satisfied:

If the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their due dates.
We must deliver to the trustee a legal opinion of our counsel confirming that, under current U.S. federal income tax law, we may make the above deposit without causing holders to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity.
We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act and a legal opinion and officers’ certificate stating that all conditions precedent to covenant defeasance have been complied with.
Defeasance must not result in a breach or violation of, or result in a default under, the indenture or any of our other material agreements or instruments.
No default or event of default with respect to the debt securities shall have occurred and be continuing and no defaults or events of default related to bankruptcy, insolvency or reorganization shall occur during the period ending on the 91st day after the date of such deposit.

If we accomplish covenant defeasance, a holder can still look to us for repayment of the debt securities if there were a shortfall in the trust deposit or the trustee is prevented from making payment. For example, if one of the remaining Events of Default occurred (such as our bankruptcy) and the debt securities became immediately due and payable, there might be a shortfall. Depending on the event causing the default, a holder may not be able to obtain payment of the shortfall.

Full Defeasance

If there is a change in U.S. federal income tax law, as described below, we can legally release ourselves from all payment and other obligations on the debt securities of a particular series (called “full defeasance”) if the following conditions are satisfied in order for a holder to be repaid:

If the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates.
We must deliver to the trustee a legal opinion confirming that there has been a change in current U.S. federal tax law or an IRS ruling that allows us to make the above deposit without causing a holder to be taxed on the debt securities any differently than if we did not make the deposit.
We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act, and a legal opinion and officers’ certificate stating that all conditions precedent to defeasance have been complied with.
Defeasance must not result in a breach or violation of, or constitute a default under, the indenture or any of our other material agreements or instruments.
No default or event of default with respect to the debt securities shall have occurred and be continuing and no defaults or events of default related to bankruptcy, insolvency or reorganization shall occur during the next 90 days.

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If we ever did accomplish full defeasance, as described above, a holder would have to rely solely on the trust deposit for repayment of the debt securities. A holder could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our lenders and other creditors if we ever became bankrupt or insolvent.

Resignation of Trustee

The trustee may resign or be removed with respect to one or more series of indenture securities provided that a successor trustee is appointed to act with respect to those series. In the event that two or more persons are acting as trustee with respect to different series of indenture securities under the indenture, each of the trustees will be a trustee of a trust separate and apart from the trust administered by any other trustee.

Indenture Provisions — Subordination and Senior Indebtedness

Upon any distribution of our assets upon our dissolution, winding up, liquidation or reorganization, the payment of the principal of (and premium, if any) and interest, if any, on any indenture securities denominated as subordinated debt securities is to be subordinated to the extent provided in the indenture in right of payment to the prior payment in full of all Senior Indebtedness (as defined below), but our obligation to a holder to make payment of the principal of (and premium, if any) and interest, if any, on such subordinated debt securities will not otherwise be affected. In addition, no payment on account of principal (or premium, if any), sinking fund or interest, if any, may be made on such subordinated debt securities at any time unless full payment of all amounts due in respect of the principal (and premium, if any), sinking fund and interest on Senior Indebtedness, as defined below, has been made or duly provided for in money or money’s worth.

In the event that, notwithstanding the foregoing, any payment by us is received by the trustee in respect of subordinated debt securities or by the holders of any of such subordinated debt securities before all Senior Indebtedness is paid in full, the payment or distribution must be paid over to the holders of the Senior Indebtedness or on their behalf for application to the payment of all the Senior Indebtedness remaining unpaid until all the Senior Indebtedness has been paid in full, after giving effect to any concurrent payment or distribution to the holders of the Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness upon this distribution by us, the holders of such subordinated debt securities will be subrogated to the rights of the holders of the Senior Indebtedness to the extent of payments made to the holders of the Senior Indebtedness out of the distributive share of such subordinated debt securities.

By reason of this subordination, in the event of a distribution of our assets upon our insolvency, certain of our senior creditors may recover more, ratably, than holders of any subordinated debt securities.

“Senior Indebtedness” is defined in the indenture as the principal of (and premium, if any) and unpaid interest on:

our indebtedness (including indebtedness of others guaranteed by us), whenever created, incurred, assumed or guaranteed, for money borrowed (other than indenture securities issued under the indenture and denominated as subordinated debt securities), unless in the instrument creating or evidencing the same or under which the same is outstanding it is provided that this indebtedness is not senior or prior in right of payment to the subordinated debt securities, and
renewals, extensions, modifications and refinancings of any of this indebtedness.

If this prospectus is being delivered in connection with the offering of a series of indenture securities denominated as subordinated debt securities, the accompanying prospectus supplement will set forth the approximate amount of our Senior Indebtedness outstanding as of a recent date.

Certain Considerations Relating to Foreign Currencies

Debt securities denominated or payable in foreign currencies may entail significant risks. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the applicable prospectus supplement.

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Book-Entry Procedures

Unless otherwise specified in the applicable prospectus supplement, the Depository Trust Company, or DTC, will act as securities depositary for the debt securities. The debt securities will be issued as fully registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will be issued for each issuance of debt securities, in the aggregate principal amount of such issue, and will be deposited with DTC.

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC.

DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s Ratings Services rating of AA+. The DTC Rules applicable to its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com and www.dtc.org.

Purchases of debt securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the debt securities on DTC’s records. The ownership interest of each actual purchaser of each security, or the “Beneficial Owner,” is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the debt securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in debt securities, except in the event that use of the book-entry system for the debt securities is discontinued.

To facilitate subsequent transfers, all debt securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of debt securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the debt securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such debt securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices shall be sent to DTC. If less than all of the debt securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

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Redemption proceeds, distributions, and interest payments on the debt securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us or the trustee on the payment date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC nor its nominee, the trustee, or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of us or the trustee, but disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as securities depository with respect to the debt securities at any time by giving reasonable notice to us or to the trustee. Under such circumstances, in the event that a successor securities depository is not obtained, certificates are required to be printed and delivered. We may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, certificates will be printed and delivered to DTC.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.

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DESCRIPTION OF OUR WARRANTS

The following is a general description of the terms of the warrants we may issue from time to time. Particular terms of any warrants we offer will be described in the prospectus supplement relating to such warrants.

We may issue warrants to purchase shares of our common stock, shares of our preferred stock or debt securities. Such warrants may be issued independently or together with shares of common or preferred stock or a specified principal amount of debt securities and may be attached or separate from such securities. We will issue each series of warrants under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.

A prospectus supplement will describe the particular terms of any series of warrants we may issue, including the following:

the title of such warrants;
the aggregate number of such warrants;
the price or prices at which such warrants will be issued;
the currency or currencies, including composite currencies, in which the price of such warrants may be payable;
if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;
in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which this principal amount of debt securities may be purchased upon such exercise;
in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which these shares may be purchased upon such exercise;
the date on which the right to exercise such warrants shall commence and the date on which such right will expire;
whether such warrants will be issued in registered form or bearer form;
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
information with respect to book-entry procedures, if any;
the terms of the securities issuable upon exercise of the warrants;
if applicable, a discussion of certain U.S. federal income tax considerations; and
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.

We and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants.

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Prior to exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including, in the case of warrants to purchase debt securities, the right to receive principal, premium, if any, or interest payments, on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture or, in the case of warrants to purchase common stock or preferred stock, the right to receive distributions, if any, or payments upon our liquidation, dissolution or winding up or to exercise any voting rights.

Under the 1940 Act, we may generally only offer warrants provided that: (1) the warrants expire by their terms within ten years; (2) the exercise or conversion price is not less than the current market value at the date of issuance; (3) our stockholders authorize the proposal to issue such warrants, and our board of directors approves such issuance on the basis that the issuance is in our best interests and our stockholders; and (4) if the warrants are accompanied by other securities, the warrants are not separately transferable unless no class of such warrants and the securities accompanying them has been publicly distributed. The 1940 Act also provides that the amount of our voting securities that would result from the exercise of all outstanding warrants at the time of issuance may not exceed 25% of our outstanding voting securities.

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REGULATION

We are a business development company under the 1940 Act and have elected to be treated as a RIC under the Code. A BDC must be organized in the United States for the purpose of investing in or lending to primarily private companies and making significant managerial assistance available to them. A BDC may use capital provided by public stockholders and from other sources to make long-term, private investments in businesses. A BDC provides stockholders the ability to retain the liquidity of a publicly traded stock while sharing in the possible benefits, if any, of investing in primarily privately owned companies.

We may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC unless authorized by vote of a majority of the outstanding voting securities, as required by the 1940 Act. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (a) 67% or more of such company’s voting securities present at a meeting if more than 50% of the outstanding voting securities of such company are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of such company. We do not anticipate any substantial change in the nature of our business.

As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory requirements. A majority of our directors must be persons who are not interested persons, as that term is defined in the 1940 Act. Additionally, we will be required to provide and maintain a bond issued by a reputable fidelity insurance company to protect the BDC. Furthermore, as a BDC, we will be prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

As a BDC, we are generally required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our gross assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 200% after each issuance of senior securities (subject to decrease to 150%, as set forth below). On October 2, 2014, we received an exemptive order from the SEC granting relief from the asset coverage requirements for certain indebtedness issued by our wholly owned SBIC subsidiary. We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, prior approval by the SEC.

On March 23, 2018, the SBCAA was signed into law. Under the legislation, a business development company is allowed to increase its leverage capacity from an asset coverage ratio of 200% to an asset coverage ratio of 150% if stockholders representing at least a majority of the votes cast, when quorum is met, approve a proposal to do so. If a business development company receives stockholder approval, it would be allowed to increase its leverage capacity on the first day after such approval. Alternatively, the legislation allows the majority of the business development company’s independent directors to approve an increase in its leverage capacity, and such approval would become effective after one year. On March 27, 2018, our board of directors unanimously approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCAA. On March 27, 2018, our board of directors also recommended the submission of a proposal for stockholders to approve the application of the 150% minimum asset coverage requirements at our annual meeting of stockholders held on June 20, 2018. At the annual meeting, our stockholders approved this proposal, and we became subject to the 150% minimum asset coverage ratio, effective June 21, 2018.

We are generally not able to issue and sell our common stock at a price below net asset value per share. See “Risk Factors — Risks Relating to Our Business and Structure — Regulations governing our operation as a business development company affect our ability to and the way in which we raise additional capital.” We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value of our common stock if our board of directors determines that such sale is in our best interests and the best interests of our stockholders, and our stockholders approve our policy and practice of making such sales. In any such case, under such circumstances, the price at which our common stock to be issued and sold may not be less than a price which, in the determination of our board of directors, closely approximates the market value of such common stock. In addition, we may generally issue new shares

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of our common stock at a price below net asset value in rights offerings to existing stockholders, in payment of dividends and in certain other limited circumstances.

As a BDC, we are generally limited in our ability to invest in any portfolio company in which our investment adviser or any of its affiliates currently has an investment or to make any co-investments with our investment adviser or its affiliates without an exemptive order from the SEC, subject to certain exceptions. On October 15, 2014, we received an exemptive order from the SEC granting relief to enter into such co-investment transactions pursuant to certain conditions. See “Other” below.

We will be periodically examined by the SEC for compliance with the 1940 Act.

As a BDC, we are subject to certain risks and uncertainties. See “Risk Factors — Risks Relating to Our Business and Structure.”

Qualifying Assets

Under the 1940 Act, a business development company may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as “qualifying assets,” unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. The principal categories of qualifying assets relevant to our business are the following:

(a) Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer that:
is organized under the laws of, and has its principal place of business in, the United States;
is not an investment company (other than a small business investment company wholly-owned by the business development company) or a company that would be an investment company but for certain exclusions under the 1940 Act; and
satisfies either of the following:
does not have any class of securities listed on a national securities exchange or has any class of securities listed on a national securities exchange subject to a $250 million market capitalization maximum; or
is controlled by a business development company or a group of companies including a business development company, and such business development company actually exercises a controlling influence over the management or policies of the eligible portfolio company, and, as a result, the business development company has an affiliated person who is a director of the eligible portfolio company.
(b) Securities of any eligible portfolio company which we control.
(c) Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident to such a private transaction, if the issuer is in bankruptcy and subject to reorganization, or, if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.
(d) Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity securities of the eligible portfolio company.
(e) Securities received in exchange for or distributed on or with respect to securities described above, or pursuant to the exercise of warrants or rights relating to such securities.
(f) Cash, cash equivalents, U.S. government securities or high-quality debt securities that mature in one year or less from the date of investment.

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The regulations defining qualifying assets may change over time. We may adjust our investment focus as needed to comply with and/or take advantage of any regulatory, legislative, administrative or judicial actions in this area. To the extent we invest in the securities of companies domiciled in or with their principal places of business outside of the United States, these investments will not be qualifying assets. In accordance with Section 55(a) of the 1940 Act, we cannot invest more than 30% of our assets in non-qualifying assets.

Managerial Assistance to Portfolio Companies

In order to count portfolio securities as qualifying assets for the purpose of the 70% test, a business development company must either control the issuer of securities or must offer to make available to the issuer of the securities significant managerial assistance. However, when a business development company purchases securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such significant managerial assistance. Making available significant managerial assistance means any arrangement whereby the business development company, through its directors, officers, employees or agents offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company. MC Advisors or its affiliates will provide such managerial assistance on our behalf to portfolio companies that request this assistance.

Temporary Investments

Pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less from the date of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets or temporary investments. Typically, we will invest in U.S. Treasury bills or in repurchase agreements, so long as the agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25% of our total assets are deemed to constitute repurchase agreements from a single counterparty, we would not meet the Diversification Tests in order to qualify as a RIC for federal income tax purposes. Accordingly, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. MC Advisors will monitor the creditworthiness of the counterparties with which we may enter into repurchase agreement transactions.

Senior Securities

We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act and referred to as the asset coverage ratio, is compliant with the 1940 Act immediately after each such issuance. In addition, while any Senior Securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. We consolidate our financial results with all of our wholly-owned subsidiaries, including MRCC SBIC, for financial reporting purposes and measure our compliance with the leverage test applicable to business development companies under the 1940 Act on a consolidated basis. On October 2, 2014, we received exemptive relief from the SEC to permit us to exclude the debt of our SBIC subsidiaries from our asset coverage test under the 1940 Act. As such, our ratio of total consolidated assets to outstanding indebtedness may be less than 150%. This provides us with increased investment flexibility but also increases our risks related to leverage.

For a discussion of the risks associated with leverage, see “Risk Factors — Risks Relating to Our Business and Structure — Regulations governing our operation as a business development company affect our ability to and the way in which we raise additional capital,” “Risk Factors — Risks Relating to Our Business and Structure — We maintain a revolving credit facility and use other borrowed funds to make investments or fund our business operations, which exposes us to risks typically associated with leverage and increases the

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risk of investing in us” and “Risk Factors — Risks Relating to Our Business and Structure — Recently- enacted legislation allows us to incur additional leverage, which could increase the risk of investing in us.”

Codes of Ethics

We and MC Advisors have each adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to each code may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements. You may access our code of ethics on our website at www.monroebdc.com. The date and substance of amendments to the code, if any, are noted on the cover page of the code of ethics. In addition, each code of ethics is attached as an exhibit to the registration statement of which this prospectus is a part, and is available on the EDGAR Database on the SEC’s website at www.sec.gov. You may also obtain copies of each code of ethics, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.

Proxy Voting Policies and Procedures

We have delegated our proxy voting responsibility to MC Advisors. The proxy voting policies and procedures of MC Advisors are set out below. The guidelines are reviewed periodically by MC Advisors and our directors who are not “interested persons,” and, accordingly, are subject to change.

Introduction

As an investment advisor registered under the Advisers Act, MC Advisors has a fiduciary duty to act solely in our best interests. As part of this duty, MC Advisors recognizes that it must vote our securities in a timely manner free of conflicts of interest and in our best interests.

These policies and procedures for voting proxies for its investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.

Proxy Policies

MC Advisors votes proxies relating to our portfolio securities in what it perceives to be the best interest of our stockholders. MC Advisors reviews on a case-by-case basis each proposal submitted to a stockholder vote to determine its effect on the portfolio securities we hold. In most cases MC Advisors will vote in favor of proposals that MC Advisors believes are likely to increase the value of the portfolio securities we hold. Although MC Advisors will generally vote against proposals that may have a negative effect on our portfolio securities, MC Advisors may vote for such a proposal if there exist compelling long-term reasons to do so.

Our proxy voting decisions are made by those senior officers who are responsible for monitoring each of our investments. To ensure that MC Advisors’ vote is not the product of a conflict of interest, MC Advisors requires that (a) anyone involved in the decision-making process disclose to our chief compliance officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (b) employees involved in the decision-making process or vote administration are prohibited from revealing how MC Advisors intends to vote on a proposal in order to reduce any attempted influence from interested parties. Where conflicts of interest may be present, MC Advisors will disclose such conflicts to us, including those directors who are not interested persons, and may request guidance from us on how to vote such proxies.

Proxy Voting Records

You may obtain information about how MC Advisors voted proxies for Monroe Capital Corporation by making a written request for proxy voting information to: Monroe Capital Corporation, 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606, Attention: Investor Relations, or by calling Monroe Capital Corporation at (312) 258-8300.

Privacy Principles

We are committed to maintaining the privacy of our stockholders and to safeguarding their nonpublic personal information. The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.

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Generally, we do not receive any nonpublic personal information relating to our stockholders, although certain nonpublic personal information of our stockholders may become available to us. We do not disclose any nonpublic personal information about our stockholders or former stockholders to anyone, except as permitted by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third-party administrator).

We restrict access to nonpublic personal information about our stockholders to employees of MC Advisors and its affiliates with a legitimate business need for the information. We will maintain physical, electronic and procedural safeguards designed to protect the nonpublic personal information of our stockholders.

Compliance Policies and Procedures

We and our investment adviser have adopted and implemented written policies and procedures reasonably designed to detect and prevent violation of the federal securities laws and are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation. Our chief compliance officer is responsible for administering the policies and procedures.

Nasdaq Global Select Market Requirements

We have adopted certain policies and procedures intended to comply with the Nasdaq Global Select Market’s corporate governance rules. We will continue to monitor our compliance with these and all future listing standards that are approved by the SEC and will take actions necessary to ensure that we are in compliance therewith.

Other

We are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a business development company, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our board of directors who are not interested persons and, in some cases, prior approval by the SEC. The SEC has interpreted the business development company prohibition on transactions with affiliates to prohibit all “joint transactions” between entities that share a common investment advisor. The staff of the SEC has granted no-action relief permitting purchases of a single class of privately placed securities provided that the advisor negotiates no term other than price and certain other conditions are met. Except in certain circumstances, we will be unable to invest in any issuer in which another fund advised by MC Advisors has previously invested. On October 15, 2014, we were granted an exemptive relief order that permits us, MC Advisors, MC Management, MRCC SBIC and other affiliates of Monroe Capital to engage in co-investment transactions that would otherwise be prohibited under the 1940 Act. Subject to certain conditions, we are now allowed to participate in negotiated investments with certain affiliated investment funds, providing our stockholders with access to a broader array of investment opportunities.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act imposes a wide variety of regulatory requirements on companies with a class of securities registered under the Exchange Act and their insiders. Many of these requirements affect us. For example:

pursuant to Rule 13a-14 under the Exchange Act, our principal executive officer and principal financial officer must certify the accuracy of the financial statements contained in our periodic reports;
pursuant to Item 307 of Regulation S-K under the Securities Act, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures;
pursuant to Rule 13a-15 under the Exchange Act, our management must prepare an annual report regarding its assessment of our internal control over financial reporting, which must be audited by our independent registered public accounting firm; and

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pursuant to Item 308 of Regulation S-K under the Securities Act and Rule 13a-15 under the Exchange Act, our periodic reports must disclose whether there were significant changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated under such Act. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance with that act.

Small Business Administration Regulations

MRCC SBIC has received a license from the SBA to operate as an SBIC under Section 301(c) of the Small Business Investment Act of 1958, as amended.

SBICs are designed to stimulate the flow of private equity capital to eligible small businesses. Under SBA regulations, SBICs can provide financing in the form of debt and/or equity securities and provide consulting and advisory services to “eligible” small businesses. MRCC SBIC will typically invest in senior subordinated debt, acquire warrants and/or make other equity investments in qualifying small businesses.

Under current SBA regulations, eligible small businesses generally include businesses that (together with their affiliates) have a tangible net worth not exceeding $19.5 million and have average annual net income after U.S. federal income taxes not exceeding $6.5 million (average net income to be computed without benefit of any carryover losses) for the two most recent fiscal years. In addition, an SBIC must devote at least 25.0% of its investment activity to “smaller” concerns as defined by the SBA. A smaller concern generally includes businesses (including their affiliates) that have a tangible net worth not exceeding $6.0 million and have average annual net income after U.S. federal income taxes not exceeding $2.0 million (average net income to be computed without benefit of any net carryover losses) for the two most recent fiscal years. SBA regulations also provide alternative size standard criteria to determine eligibility for designation as an eligible small business or smaller concern, which criteria depend on the industry in which the business (including its affiliates) is engaged and are based on the number of employees and gross revenue. However, once an SBIC has invested in a company, it may continue to make follow-on investments in the company, regardless of the size of the portfolio company at the time of the follow-on investment, up to the time of the portfolio company’s initial public offering.

The SBA prohibits an SBIC from providing funds to small businesses for certain purposes, such as relending and investment outside the United States, to businesses engaged in a few prohibited industries, and to certain “passive” (non-operating) companies. In addition, under SBA regulations, without prior SBA approval, an SBIC may not invest more than 30.0% of its regulatory capital in any one portfolio company (assuming the SBIC intends to draw leverage equal to twice its regulatory capital).

The SBA places certain limitations on the financing terms of investments by SBICs in portfolio companies (such as limiting the permissible interest rate on debt securities held by an SBIC in a portfolio company). SBA regulations allow an SBIC to exercise control over a small business for a period of seven years from the date on which the SBIC initially acquires its control position. This control period may be extended for an additional period of time with the SBA’s prior written approval.

The SBA restricts the ability of an SBIC to lend money to any of its officers, directors and employees or to invest in affiliates thereof. The SBA also prohibits, without prior SBA approval, a “change of control” of an SBIC or transfers that would result in any person (or a group of persons acting in concert) owning 10.0% or more of a class of capital stock of a licensed SBIC. A “change of control” is any event that would result in the transfer of the power, direct or indirect, to direct the management and policies of an SBIC, whether through ownership, contractual arrangements or otherwise.

SBA regulations currently limit the amount that an individual SBIC may borrow to a maximum of $175.0 million when it has at least $87.5 million in regulatory capital, receives a leverage commitment from the SBA and has been through an audit examination by the SBA subsequent to licensing. The SBA also

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historically limited a related group of SBICs (commonly referred to as a “family of funds”) to a maximum of $225.0 million in total borrowings. On December 18, 2015, this family of funds limitation was raised to $350.0 million in total borrowings.

On October 2, 2014, we received exemptive relief from the SEC to permit us to exclude the debt of MRCC SBIC guaranteed by the SBA from our asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the asset coverage test by permitting us to borrow, through MRCC SBIC, more than we would otherwise be able to absent the receipt of this exemptive relief.

SBICs must invest idle funds that are not being used to make loans in investments permitted under SBA regulations in the following limited types of securities: (i) direct obligations of, or obligations guaranteed as to principal and interest by, the United States government, which mature within 15 months from the date of the investment; (ii) repurchase agreements with federally insured institutions with a maturity of seven days or less (and the securities underlying the repurchase obligations must be direct obligations of or guaranteed by the federal government); (iii) certificates of deposit with a maturity of one year or less, issued by a federally insured institution; (iv) a deposit account in a federally insured institution that is subject to a withdrawal restriction of one year or less; (v) a checking account in a federally insured institution; or (vi) a reasonable petty cash fund.

SBICs are periodically examined and audited by the SBA’s staff to determine their compliance with SBA regulations and are periodically required to file certain forms with the SBA.

Neither the SBA nor the U.S. government or any of its agencies or officers has approved any ownership interest to be issued by us or any obligation that we or any of our subsidiaries may incur.

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CUSTODIAN, TRANSFER AND DIVIDEND PAYING AGENT AND REGISTRAR

Our securities are held by U.S. Bank National Association pursuant to a custody agreement. The principal business address of U.S. Bank National Association is Corporate Trust Services, One Federal Street, 3rd Floor, Boston, MA 02110, telephone: (617) 603-6538. American Stock Transfer & Trust Company, LLC serves as our transfer agent, distribution paying agent and registrar. The principal business address of American Stock Transfer & Trust Company, LLC is 6201 15th Avenue, Brooklyn, New York 11219, telephone: (718) 921-8200.

BROKERAGE ALLOCATION AND OTHER PRACTICES

Since we will acquire and dispose of many of our investments in privately negotiated transactions, many of the transactions that we engage in will not require the use of brokers or the payment of brokerage commissions. Subject to policies established by our board of directors, MC Advisors is primarily responsible for selecting brokers and dealers to execute transactions with respect to the publicly traded securities portion of our portfolio transactions and the allocation of brokerage commissions. MC Advisors does not expect to execute transactions through any particular broker or dealer but will seek to obtain the best net results for us under the circumstances, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities. MC Advisors generally seeks reasonably competitive trade execution costs but will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements and consistent with Section 28(e) of the Exchange Act, MC Advisors may select a broker based upon brokerage or research services provided to MC Advisors and us and any other clients. In return for such services, we may pay a higher commission than other brokers would charge if MC Advisors determines in good faith that such commission is reasonable in relation to the services provided.

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PLAN OF DISTRIBUTION

We may offer, from time to time, in one or more offerings or series, up to $300,000,000 of our common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities in one or more underwritten public offerings, at-the-market offerings, negotiated transactions, block trades, best efforts or a combination of these methods. We may sell the securities through underwriters or dealers, directly to one or more purchasers, including existing stockholders in a rights offering, through agents or through a combination of any such methods of sale. Any underwriter or agent involved in the offer and sale of the securities will be named in the applicable prospectus supplement. A prospectus supplement or supplements will also describe the terms of the offering of the securities, including: the purchase price of the securities and the proceeds, if any, we will receive from the sale; any over-allotment options under which underwriters may purchase additional securities from us; any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation; the public offering price; any discounts or concessions allowed or re-allowed or paid to dealers; and any securities exchange or market on which the securities may be listed. Only underwriters named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement.

The distribution of the securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at prevailing market prices at the time of sale, at prices related to such prevailing market prices, or at negotiated prices, provided, however, that the offering price per share of our common stock, less any underwriting commissions or discounts, must equal or exceed the net asset value per share of our common stock at the time of the offering except (1) in connection with a rights offering to our existing stockholders, (2) offerings completed within one year of the receipt of consent of the majority of our common stockholders or (3) under such circumstances as the SEC may permit. The price at which securities may be distributed may represent a discount from prevailing market prices.

On June 20, 2018, our common stockholders voted to allow us to sell or otherwise issue common stock at a price below net asset value per share for a period of twelve months subject to certain conditions. Sales of common stock at prices below net asset value per share dilute the interests of existing stockholders, have the effect of reducing our net asset value per share and may reduce our market price per share. In addition, continuous sales of common stock below net asset value may have a negative impact on total returns and could have a negative impact on the market price of our shares of common stock.

In connection with the sale of the securities, underwriters or agents may receive compensation from us or from purchasers of the securities, for whom they may act as agents, in the form of discounts, concessions or commissions. Our common stockholders will indirectly bear such fees and expenses as well as any other fees and expenses incurred by us in connection with any sale of securities. Underwriters may sell the securities to or through dealers and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities may be deemed to be underwriters under the Securities Act, and any discounts and commissions they receive from us and any profit realized by them on the resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. Any such underwriter or agent will be identified and any such compensation received from us will be described in the applicable prospectus supplement. The maximum aggregate commission or discount to be received by any member of the Financial Industry Regulatory Authority or independent broker-dealer will not be greater than 8% of the gross proceeds of the sale of securities offered pursuant to this prospectus and any applicable prospectus supplement. We may also reimburse the underwriter or agent for certain fees and legal expenses incurred by it.

Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the

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securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.

Any underwriters that are qualified market makers on The Nasdaq Global Select Market may engage in passive market making transactions in our common stock on The Nasdaq Global Select Market in accordance with Regulation M under the Exchange Act, during the business day prior to the pricing of the offering, before the commencement of offers or sales of our common stock. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

We may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.

Unless otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no trading market, other than our common stock, which is traded on The Nasdaq Global Select Market. We may elect to list any other class or series of securities on any exchanges, but we are not obligated to do so. We cannot guarantee the liquidity of the trading markets for any securities.

Under agreements that we may enter, underwriters, dealers and agents who participate in the distribution of shares of our securities may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Underwriters, dealers and agents may engage in transactions with, or perform services for, us in the ordinary course of business.

If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase our securities from us pursuant to contracts providing for payment and delivery on a future date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases such institutions must be approved by us. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of our securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts. Such contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of such contracts.

We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third parties in such sale transactions will be underwriters and, if not identified in this prospectus, will be identified in the applicable prospectus supplement.

In order to comply with the securities laws of certain states, if applicable, our securities offered hereby will be sold in such jurisdictions only through registered or licensed brokers or dealers.

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LEGAL MATTERS

Certain legal matters regarding the securities offered by this prospectus will be passed upon for us by Nelson Mullins Riley & Scarborough LLP, Washington, D.C. Nelson Mullins Riley & Scarborough LLP also represents MC Advisors.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The consolidated financial statements, the effectiveness of internal control over financial reporting and the related senior securities table appearing in the Annual Report on Form 10-K and in this Prospectus and Registration Statement have been audited by RSM US LLP, an independent registered public accounting firm located at One South Wacker Drive, Suite 800, Chicago, IL 60606, as stated in their reports appearing elsewhere herein, and are included in reliance upon such reports and upon the authority of such firm as experts in accounting and auditing.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 
  Page
Management’s Report on Internal Control over Financial Reporting     F-2  
Report of Independent Registered Public Accounting Firm     F-3  
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting     F-4  
Consolidated Financial Statements:
        
Consolidated Statements of Assets and Liabilities as of December 31, 2018 and 2017     F-5  
Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016     F-6  
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2018, 2017 and 2016     F-7  
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016     F-8  
Consolidated Schedules of Investments as of December 31, 2018 and 2017     F-9  
Notes to Consolidated Financial Statements     F-28  

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Monroe Capital Corporation (“MRCC,” and collectively with its subsidiaries, the “Company,” “we,” “us” and “our”) is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is a process designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.

Monroe Capital Corporation’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions recorded necessary to permit the preparation of financial statements in accordance with U.S. generally accepted accounting principles. Our policies and procedures also provide reasonable assurance that receipts and expenditures are being made only in accordance with authorizations of management and the directors of Monroe Capital Corporation, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition or our assets that could have a material effect on our financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness as to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Management assessed the effectiveness of Monroe Capital Corporation’s internal control over financial reporting as of December 31, 2018. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework issued in 2013. Based on the assessment, management believes that, as of December 31, 2018, our internal control over financial reporting is effective based on those criteria.

Monroe Capital Corporation’s independent registered public accounting firm that audited the financial statements has issued an audit report on the effectiveness of our internal control over financial reporting as of December 31, 2018. This report appears on F-4.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of
Monroe Capital Corporation and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of assets and liabilities, including the consolidated schedules of investments, of Monroe Capital Corporation and Subsidiaries (the Company) as of December 31, 2018 and 2017, and the related consolidated statements of operations, changes in net assets and cash flows for each of the three years in the period ended December 31, 2018, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 5, 2019, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of investments owned as of December 31, 2018 and 2017, by correspondence with the custodians and issuers of equity securities and other appropriate procedures where replies from issuers of equity securities were not received. We believe that our audits provide a reasonable basis for our opinion.

/s/ RSM US LLP

 
We have served as the Company’s auditor since 2011.

Chicago, Illinois
March 5, 2019

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TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Stockholders and the Board of Directors of
Monroe Capital Corporation and Subsidiaries

Opinion on the Internal Control Over Financial Reporting

We have audited Monroe Capital Corporation and Subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of assets and liabilities, including the consolidated schedules of investments, of the Company as of December 31, 2018 and 2017, and the related consolidated statements of operations, changes in net assets and cash flows for each of the three years in the period ended December 31, 2018 and the related notes to the consolidated financial statements of the Company and our report dated March 5, 2019, expressed an unqualified opinion.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ RSM US LLP

Chicago, Illinois
March 5, 2019

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TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except per share data)

   
  December 31, 2018   December 31, 2017
ASSETS
                 
Investments, at fair value:
                 
Non-controlled/non-affiliate company investments   $ 468,720     $ 425,747  
Non-controlled affiliate company investments     57,267       58,751  
Controlled affiliate company investments     27,634       9,640  
Total investments, at fair value (amortized cost of: $564,124 and $507,580, respectively)     553,621       494,138  
Cash     3,744       4,332  
Restricted cash     13,982       2,867  
Unrealized gain on foreign currency forward contracts     16        
Interest receivable     7,774       5,335  
Other assets     692       760  
Total assets     579,829       507,432  
LIABILITIES
                 
Debt:
                 
Revolving credit facility     136,026       117,092  
2023 Notes     69,000        
SBA debentures payable     115,000       109,520  
Total debt     320,026       226,612  
Less: Unamortized deferred financing costs     (6,262 )      (4,670 ) 
Total debt, less unamortized deferred financing costs     313,764       221,942  
Interest payable     2,550       1,535  
Management fees payable     2,318       2,064  
Incentive fees payable           1,157  
Accounts payable and accrued expenses     2,430       2,035  
Total liabilities     321,062       228,733  
Net assets   $ 258,767     $ 278,699  
Commitments and contingencies (See Note 12)
                 
ANALYSIS OF NET ASSETS
                 
Common stock, $0.001 par value, 100,000 shares authorized, 20,445 and 20,240 shares issued and outstanding, respectively   $ 20     $ 20  
Capital in excess of par value     288,911       286,141  
Accumulated undistributed (overdistributed) earnings     (30,164 )      (7,462 ) 
Total net assets   $ 258,767     $ 278,699  
Net asset value per share   $ 12.66     $ 13.77  

 
 
See Notes to Consolidated Financial Statements.

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TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

     
  Year ended December 31,
     2018   2017   2016
Investment income:
                          
Interest income:
                          
Non-controlled/non-affiliate company investments   $ 46,551     $ 42,055     $ 34,348  
Non-controlled affiliate company investments     7,242       5,566       4,511  
Controlled affiliate company investments           594       140  
Total interest income     53,793       48,215       38,999  
Dividend income:
                          
Non-controlled/non-affiliate company investments     842       1,002       1,002  
Controlled affiliate company investments     1,725             3,546  
Total dividend income     2,567       1,002       4,548  
Fee income:
                          
Non-controlled/non-affiliate company investments     1,941       1,890       1,435  
Non-controlled affiliate company investments     83             36  
Total fee income     2,024       1,890       1,471  
Total investment income     58,384       51,107       45,018  
Operating expenses:
                          
Interest and other debt financing expenses     12,270       8,312       6,782  
Base management fees     8,879       7,726       6,347  
Incentive fees     1,751       5,686       5,777  
Professional fees     1,172       1,243       988  
Administrative service fees     1,327       1,248       1,287  
General and administrative expenses     931       948       779  
Excise taxes     11       100       679  
Directors’ fees     143       148       146  
Expenses before incentive fee waiver     26,484       25,411       22,785  
Incentive fee waiver           (308 )      (273 ) 
Total expenses, net of incentive fee waiver     26,484       25,103       22,512  
Net investment income     31,900       26,004       22,506  
Net gain (loss):
                          
Net realized gain (loss):
                          
Non-controlled/non-affiliate company investments     (1,325 )      (439 )      587  
Non-controlled affiliate company investments     (28,689 )             
Secured borrowings           66        
Foreign currency forward contracts     (3 )             
Foreign currency and other transactions     (13 )      1        
Net realized gain (loss)     (30,030 )      (372 )      587  
Net change in unrealized gain (loss):
                          
Non-controlled/non-affiliate company investments     (11,375 )      4,764       (610 ) 
Non-controlled affiliate company investments     14,020       (14,635 )      7,013  
Controlled affiliate company investments     294       (3,249 )      (5,078 ) 
Secured borrowings           (6 )      (53 ) 
Foreign currency and other transactions     1,039       (354 )       
Net change in unrealized gain (loss)     3,978       (13,480 )      1,272  
Net gain (loss)     (26,052 )      (13,852 )      1,859  
Net increase (decrease) in net assets resulting from operations   $ 5,848     $ 12,152     $ 24,365  
Per common share data:
                          
Net investment income per share – basic and diluted   $ 1.57     $ 1.40     $ 1.55  
Net increase (decrease) in net assets resulting from operations per share – basic and diluted   $ 0.29     $ 0.65     $ 1.68  
Weighted average common shares outstanding – basic and diluted     20,337       18,625       14,546  

 
 
See Notes to Consolidated Financial Statements.

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TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(in thousands)

         
  Common Stock   Capital in
excess of par value
  Accumulated
undistributed
(overdistributed)
earnings
  Total net
assets
     Number
of shares
  Par value
Balances at December 31, 2015     13,008     $ 13     $ 184,419     $ 103     $ 184,535  
Net investment income                       22,506       22,506  
Net realized gain (loss)                       587       587  
Net change in unrealized gain (loss)                       1,272       1,272  
Issuance of common stock, net of offering and underwriting costs     3,566       4       52,516             52,520  
Distributions to stockholders     8             138       (20,708 )      (20,570 ) 
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles                 (3,547 )      3,547        
Balances at December 31, 2016     16,582     $ 17     $ 233,526     $ 7,307     $ 240,850  
Net investment income         $     $     $ 26,004     $ 26,004  
Net realized gain (loss)                       (372 )      (372 ) 
Net change in unrealized gain (loss)                       (13,480 )      (13,480 ) 
Issuance of common stock, net of offering and underwriting costs     3,624       3       52,218             52,221  
Distributions to stockholders     34             525       (27,049 )      (26,524 ) 
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles                 (128 )      128        
Balances at December 31, 2017     20,240     $ 20     $ 286,141     $ (7,462 )    $ 278,699  
Net investment income         $     $     $ 31,900     $ 31,900  
Net realized gain (loss)                       (30,030 )      (30,030 ) 
Net change in unrealized gain (loss)                       3,978       3,978  
Issuance of common stock, net of offering and underwriting costs     183             2,402             2,402  
Distributions to stockholders     22             301       (28,483 )      (28,182 ) 
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles                 67       (67 )       
Balances at December 31, 2018     20,445     $ 20     $ 288,911     $ (30,164 )    $ 258,767  

 
 
See Notes to Consolidated Financial Statements.

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TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

     
  Year ended December 31,
     2018   2017   2016
Cash flows from operating activities:
                          
Net increase (decrease) in net assets resulting from operations   $ 5,848     $ 12,152     $ 24,365  
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
                          
Net change in unrealized (gain) loss on investments     (2,939 )      13,120       (1,325 ) 
Net change in unrealized (gain) loss on secured borrowings           6       53  
Net change in unrealized (gain) loss on foreign currency and other transactions     (1,039 )      354        
Net realized (gain) loss on investments     30,014       439       (587 ) 
Net realized (gain) loss on secured borrowings           (66 )       
Net realized (gain) loss on foreign currency forward contracts     3              
Net realized (gain) loss on foreign currency and other transactions     13       (1 )       
Payment-in-kind interest income     (2,247 )      (1,729 )      (2,027 ) 
Payment-in-kind dividend income     (792 )      (241 )       
Net accretion of discounts and amortization of premiums     (2,263 )      (1,860 )      (1,556 ) 
Proceeds from principal payments, sales of investments and settlement of forward contracts     159,161       173,446       81,446  
Purchases of investments     (240,420 )      (264,393 )      (147,780 ) 
Amortization of deferred financing costs     1,410       1,042       820  
Changes in operating assets and liabilities:
                          
Interest receivable     (2,439 )      (2,692 )      (1,037 ) 
Other assets     68       (109 )      96  
Payable for open trades                 (5,297 ) 
Interest payable     1,015       800       158  
Management fees payable     254       315       246  
Incentive fees payable     (1,157 )      (65 )      (29 ) 
Directors’ fees payable                 (74 ) 
Accounts payable and accrued expenses     395       (85 )      654  
Net cash provided by (used in) operating activities     (55,115 )      (69,567 )      (51,874 ) 
Cash flows from financing activities:
                          
Borrowings on revolving credit facility     194,307       184,538       105,000  
Repayments of revolving credit facility     (174,350 )      (196,800 )      (99,700 ) 
Proceeds from 2023 Notes     69,000              
SBA debenture borrowings     5,480       58,020       11,500  
Payments of deferred financing costs     (3,002 )      (1,766 )      (1,196 ) 
Repayments on secured borrowings           (1,254 )      (1,215 ) 
Proceeds from shares sold, net of offering and underwriting costs     2,402       52,221       52,520  
Stockholder distributions paid, net of stock issued under the dividend reinvestment plan of $301, $525 and $138, respectively     (28,182 )      (26,524 )      (20,570 ) 
Net cash provided by (used in) financing activities     65,655       68,435       46,339  
Net increase (decrease) in Cash and Restricted Cash     10,540       (1,132 )      (5,535 ) 
Effect of foreign currency exchange rates     (13 )             
Cash and Restricted Cash, beginning of year     7,199       8,331       13,866  
Cash and Restricted Cash, end of year(1)   $ 17,726     $ 7,199     $ 8,331  
Supplemental disclosure of cash flow information:
                          
Cash interest paid during the year   $ 9,770     $ 6,315     $ 5,530  
Cash paid for excise taxes during the year   $ 91     $ 495     $ 284  

(1) Represents cash and restricted cash of $3,744 and $13,982, respectively, from the consolidated statement of assets and liabilities as of December 31, 2018. Represents cash and restricted cash of $4,332 and $2,867, respectively, from the consolidated statement of assets and liabilities as of December 31, 2017. Represents cash and restricted cash of $5,958 and $2,373, respectively, from the consolidated statement of assets and liabilities as of December 31, 2016.

 
 
See Notes to Consolidated Financial Statements.

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TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2018
(in thousands, except for shares and units)

             
Portfolio Company(a)   Spread
Above
Index(b)
  Interest
Rate
  Maturity   Principal   Amortized Cost   Fair
Value(c)
  % of Net
Assets(d)
Non-Controlled/Non-Affiliate Company Investments
                                                              
Senior Secured Loans
                                                              
Automotive
                                                              
Hastings Manufacturing Company     L+8.25 %      10.76 %      4/24/2023       2,944     $ 2,891     $ 2,883       1.1 % 
Hastings Manufacturing Company (Delayed Draw)(e)(f)     L+8.25 %      10.76 %      4/24/2023       899                   0.0 % 
                         3,843       2,891       2,883       1.1 % 
Banking, Finance, Insurance & Real Estate
                                                              
Echelon Funding I, LLC (Delayed Draw)(e)(f)(g)     L+7.50 %      9.85 %      2/24/2021       15,750       15,253       15,146       5.9 % 
HFZ Capital Group, LLC(g)     L+10.17 %      12.39% Cash/ 0.17% PIK (h)      10/21/2019       18,000       17,819       18,009       7.0 % 
HFZ Member RB Portfolio LLC (Delayed Draw)(e)(f)(g)     L+12.00 %      14.54 %      10/29/2021       9,000       3,708       3,706       1.4 % 
Liftforward SPV II, LLC(e)(g)     L+10.75 %      13.27 %      11/10/2020       10,000       4,088       4,132       1.6 % 
PKS Holdings, LLC(g)     L+10.00 %      12.35 %      11/30/2022       1,755       1,605       1,675       0.6 % 
PKS Holdings, LLC (Revolver)(e)(g)     L+10.00 %      12.35 %      11/30/2022       80                   0.0 % 
                         54,585       42,473       42,668       16.5 % 
Beverage, Food & Tobacco
                                                              
California Pizza Kitchen, Inc.     L+6.00 %      8.53 %      8/23/2022       6,843       6,793       6,654       2.6 % 
Toojay’s Management LLC     L+5.50 %      8.01 %      10/26/2022       3,500       3,433       3,497       1.4 % 
Toojay’s Management LLC (Delayed Draw)(e)(f)     L+5.50 %      8.01 %      10/26/2022       477                   0.0 % 
Toojay’s Management LLC (Revolver)(e)     L+5.50 %      8.01 %      10/26/2022       159       79       79       0.0 % 
                         10,979       10,305       10,230       4.0 % 
Capital Equipment
                                                              
Magneto & Diesel Acquisition, Inc.     L+5.50 %      8.01 %      12/18/2023       5,000       4,913       4,913       1.9 % 
Magneto & Diesel Acquisition, Inc. (Revolver)(e)     L+5.50 %      8.01 %      12/18/2023       500       83       82       0.0 % 
                         5,500       4,996       4,995       1.9 % 
Chemicals, Plastics & Rubber
                                                              
Midwest Composite Technologies, LLC     L+6.75 %      9.26 %      8/31/2023       898       881       907       0.4 % 
Midwest Composite Technologies, LLC (Delayed Draw)(e)(f)     L+6.75 %      9.26 %      8/31/2023       600                   0.0 % 
Midwest Composite Technologies, LLC (Revolver)(e)     L+6.75 %      9.26 %      8/31/2023       90                   0.0 % 
Valudor Products LLC     L+7.50 %      10.01 %      6/19/2023       1,604       1,575       1,600       0.6 % 
Valudor Products LLC(i)     L+7.50 %      10.01 %      6/19/2023       211       205       210       0.1 % 
Valudor Products LLC (Revolver)(e)     L+9.50 %      12.01 %      6/19/2023       818       606       607       0.2 % 
                         4,221       3,267       3,324       1.3 % 
Construction & Building
                                                           
Cali Bamboo, LLC     L+6.25 %      8.76 %      7/10/2020       5,264       5,231       5,264       2.0 % 
Cali Bamboo, LLC (Revolver)(e)     L+6.25 %      8.76 %      7/10/2020       2,165       1,689       1,689       0.7 % 
Construction Supply Acquisition, LLC     L+6.00 %      8.62 %      6/30/2023       4,791       4,767       4,779       1.8 % 
Cornerstone Detention Products, Inc.(j)     L+11.83 %      11.01% Cash/ 3.33% PIK (k)      4/8/2019       3,350       3,346       3,350       1.3 % 
Cornerstone Detention Products, Inc. (Revolver)(e)     L+8.50 %      11.01 %      4/8/2019       1,000       200       200       0.1 % 
Nova Wildcat Amerock, LLC     L+5.75 %      8.26 %      10/12/2023       9,500       9,317       9,372       3.6 % 
Nova Wildcat Amerock, LLC (Revolver)(e)     L+5.75 %      8.26 %      10/12/2023       931       292       288       0.1 % 
                         27,001       24,842       24,942       9.6%  

 
 
See Notes to Consolidated Financial Statements.

F-9


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2018
(in thousands, except for shares and units)

             
Portfolio Company(a)   Spread
Above
Index(b)
  Interest
Rate
  Maturity   Principal   Amortized Cost   Fair
Value(c)
  % of Net
Assets(d)
Consumer Goods: Durable
                                                           
Parterre Flooring & Surface Systems,
LLC(l)
    L+7.25 %      9.76 %      8/22/2022       11,250     $ 11,076     $ 10,879       4.2 % 
Parterre Flooring & Surface Systems, LLC (Revolver)(e)     L+7.25 %      9.76 %      8/22/2022       2,400       696       671       0.3 % 
                         13,650       11,772       11,550       4.5 % 
Energy: Oil & Gas
                                                           
Landpoint, LLC     L+12.75 %      13.01% Cash/ 2.25% PIK (m)      12/20/2019       2,256       2,253       2,244       0.9 % 
Landpoint, LLC (Revolver)(e)     L+10.50 %      13.01 %      12/20/2019       313       274       272       0.1 % 
                         2,569       2,527       2,516       1.0 % 
Environmental Industries
                                                           
StormTrap, LLC     L+5.50 %      8.01 %      12/8/2023       8,000       7,861       7,860       3.0 % 
StormTrap, LLC (Revolver)(e)     L+5.50 %      8.01 %      12/8/2023       432                   0.0 % 
Synergy Environmental Corporation(l)     L+6.50 %      9.01 %      4/29/2021       2,932       2,893       2,919       1.1 % 
Synergy Environmental Corporation(l)     L+6.50 %      9.01 %      4/29/2021       490       484       488       0.2 % 
Synergy Environmental Corporation (Delayed Draw)(e)(f)     L+6.50 %      9.01 %      4/29/2021       1,320       837       834       0.3 % 
Synergy Environmental Corporation (Revolver)(e)     L+6.50 %      9.01 %      4/29/2021       671       94       94       0.0 % 
                         13,845       12,169       12,195       4.6 % 
Healthcare & Pharmaceuticals
                                                           
American Optics Holdco, Inc.(g)(n)     L+8.00 %      10.51 %      9/13/2022       4,076       4,012       4,127       1.6 % 
American Optics Holdco, Inc.(g)(n)     L+8.00 %      10.51 %      9/13/2022       750       738       759       0.3 % 
American Optics Holdco, Inc. (Revolver)(e)(g)(n)     L+8.00 %      10.51 %      9/13/2022       440       242       242       0.1 % 
American Optics Holdco, Inc. (Revolver)(e)(g)(n)     L+8.00 %      10.51 %      9/13/2022       440       165       165       0.1 % 
Familia Dental Group Holdings, LLC(l)     L+8.00 %      10.51 %      4/8/2021       5,053       5,011       5,083       2.0 % 
Familia Dental Group Holdings, LLC     L+8.00 %      10.51 %      4/8/2021       486       486       489       0.2 % 
Familia Dental Group Holdings, LLC (Revolver)(e)     L+8.00 %      10.51 %      4/8/2021       573       229       229       0.1 % 
Rockdale Blackhawk, LLC (DIP Facility)     n/a       15.10 %      n/a (o)      226       226       226       0.1 % 
Rockdale Blackhawk, LLC (DIP Facility)     n/a       15.10 %      n/a (o)      8,877       8,877       8,877       3.4 % 
Rockdale Blackhawk, LLC     L+13.00 %      15.51 %(p)      3/31/2020       10,923       10,465       8,667       3.3 % 
                         31,844       30,451       28,864       11.2 % 
High Tech Industries
                                                              
Corbett Technology Solutions, Inc.(l)     L+7.00 %      9.51 %      11/8/2021       4,917       4,868       4,956       1.9 % 
Corbett Technology Solutions, Inc. (Revolver)(e)     L+7.00 %      9.51 %      11/8/2021       867                   0.0 % 
Energy Services Group, LLC     L+8.42 %      10.94 %      5/4/2022       4,393       4,349       4,404       1.7 % 
Energy Services Group, LLC(g)(q)     L+8.42 %      9.42 %      5/4/2022       5,046       5,186       5,033       1.9 % 
Energy Services Group, LLC     L+8.42 %      10.94 %      5/4/2022       1,250       1,235       1,253       0.5 % 
Host Analytics, Inc.     L+6.00 %      8.51 %      12/28/2023       9,500       9,310       9,310       3.6 % 
Host Analytics, Inc. (Revolver)(e)     L+6.00 %      8.51 %      12/28/2023       442                   0.0 % 
IT Global Holding LLC     L+7.00 %      9.51 %      11/10/2023       10,500       10,294       10,421       4.0 % 
IT Global Holding LLC (Revolver)(e)     L+7.00 %      9.51 %      11/10/2023       875       263       263       0.1 % 
Newforma, Inc.(l)     L+5.50 %      8.31 %      6/30/2022       14,813       14,649       14,961       5.8 % 
Newforma, Inc. (Revolver)(e)     L+5.50 %      8.31 %      6/30/2022       1,250                   0.0 % 
Prototek Sheetmetal Fabrication, LLC     L+7.00 %      9.51 %      12/12/2022       3,465       3,408       3,451       1.3 % 
Prototek Sheetmetal Fabrication, LLC (Delayed Draw)(e)(f)     L+7.00 %      9.51 %      12/12/2022       2,329       813       809       0.3%  

 
 
See Notes to Consolidated Financial Statements.

F-10


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2018
(in thousands, except for shares and units)

             
Portfolio Company(a)   Spread
Above
Index(b)
  Interest
Rate
  Maturity   Principal   Amortized Cost   Fair
Value(c)
  % of Net
Assets(d)
Prototek Sheetmetal Fabrication, LLC (Revolver)(e)     L+7.00 %      9.51 %      12/12/2022       233     $     $       0.0 % 
RPL Bidco Limited(g)(n)(q)     L+7.50 %      8.39 %      11/9/2023       13,774       14,122       13,912       5.4 % 
RPL Bidco Limited
(Delayed Draw)(e)(f)(g)(n)(q)
    L+7.50 %      8.39 %      11/9/2023       2,041                   0.0 % 
RPL Bidco Limited (Revolver)(e)(g)(n)(q)     L+7.50 %      8.39 %      11/9/2023       510                   0.0 % 
VPS Holdings, LLC     L+7.00 %      9.51 %      10/4/2024       5,000       4,902       4,960       1.9 % 
VPS Holdings, LLC (Delayed Draw)(e)(f)     L+7.00 %      9.51 %      10/4/2024       4,000                   0.0 % 
VPS Holdings, LLC (Revolver)(e)     L+7.00 %      9.51 %      10/4/2024       1,000       100       100       0.0 % 
WillowTree, LLC     L+5.50 %      8.01 %      10/9/2023       7,980       7,846       7,972       3.1 % 
WillowTree, LLC (Revolver)(e)     L+5.50 %      8.01 %      10/9/2023       1,000       480       479       0.2 % 
                         95,185       81,825       82,284       31.7 % 
Hotels, Gaming & Leisure
                                                              
TRG, LLC     L+12.79 %      9.85% Cash/ 5.29% PIK (r)      3/31/2021       17,144       17,086       18,636       7.2 % 
TRG, LLC (CapEx)     L+9.50 %      9.85% Cash/ 2.00% PIK       3/31/2021       1,367       1,363       1,486       0.6 % 
TRG, LLC (Revolver)(e)     L+9.50 %      11.85 %      3/31/2021       262       131       142       0.1 % 
                         18,773       18,580       20,264       7.9 % 
Media: Advertising, Printing & Publishing
                                                              
AdTheorent, Inc.     L+8.50 %      10.85 %      12/22/2021       4,092       4,039       4,098       1.6 % 
Destination Media, Inc.(l)     L+6.50 %      9.01 %      4/7/2022       7,366       7,289       7,421       2.9 % 
Destination Media, Inc. (Revolver)(e)     L+6.50 %      9.01 %      4/7/2022       542                   0.0 % 
MC Sign Lessor Corp.     L+7.00 %      9.35 %      12/22/2022       9,925       9,760       10,024       3.9 % 
MC Sign Lessor Corp. (Delayed Draw)(e)(f)     L+7.00 %      9.35 %      12/22/2022       2,083                   0.0 % 
MC Sign Lessor Corp. (Revolver)(e)     L+7.00 %      9.35 %      12/22/2022       625                   0.0 % 
                         24,633       21,088       21,543       8.4 % 
Retail
                                                              
Bluestem Brands, Inc.     L+7.50 %      10.03 %      11/6/2020       2,436       2,426       1,575       0.6 % 
Forman Mills, Inc.(l)     L+9.50 %      10.01% Cash/ 2.00% PIK       10/4/2021       8,362       8,261       8,149       3.1 % 
LuLu’s Fashion Lounge, LLC     L+7.00 %      9.52 %      8/29/2022       4,531       4,426       4,606       1.8 % 
Mammoth Holdings, LLC     L+6.00 %      8.44 %      10/16/2023       2,000       1,961       1,997       0.8 % 
Mammoth Holdings, LLC (Delayed Draw)(e)(f)     L+6.00 %      8.44 %      10/16/2023       4,167                   0.0 % 
Mammoth Holdings, LLC (Revolver)(e)     L+6.00 %      8.44 %      10/16/2023       500                   0.0 % 
The Worth Collection, Ltd.(l)     L+8.50 %      11.01 %      9/29/2021       10,588       10,459       8,639       3.3 % 
Yandy Holding, LLC     L+11.00 %      13.51 %      9/30/2019       3,643       3,633       3,632       1.4 % 
Yandy Holding, LLC (Revolver)(e)     L+11.00 %      13.51 %      9/30/2019       907                   0.0 % 
                         37,134       31,166       28,598       11.0 % 
Services: Business
                                                              
APCO Worldwide, Inc.     L+8.00 %      10.51 %      6/30/2022       4,875       4,802       4,790       2.0 % 
Atlas Sign Industries of FLA, LLC(l)     L+10.50 %      13.01 %      5/15/2023       3,500       3,305       3,336       1.3 % 
Burroughs, Inc.(l)     L+7.50 %      9.85 %      12/22/2022       5,888       5,814       5,767       2.2 % 
Burroughs, Inc. (Revolver)(e)     L+7.50 %      9.85 %      12/22/2022       1,215       975       975       0.4 % 
First Call Resolution, LLC(l)     L+7.00 %      9.35 %      9/22/2022       4,097       4,042       4,101       1.6 % 
First Call Resolution, LLC     L+7.00 %      9.35 %      9/22/2022       10,000       9,842       10,010       3.8 % 
Madison Logic, Inc.(l)     L+8.00 %      10.51 %      11/30/2021       9,933       9,805       9,933       3.7 % 
Madison Logic, Inc. (Revolver)(e)     L+8.00 %      10.51 %      11/30/2021       988                   0.0 % 
RedZone Robotics, Inc.     L+6.75 %      9.26 %      6/5/2023       946       929       868       0.3 % 
RedZone Robotics, Inc. (Revolver)(e)     L+6.75 %      9.26 %      6/5/2023       158                   0.0 % 
TRP Construction Group, LLC(l)     L+6.50 %      9.01 %      10/5/2022       7,960       7,834       7,920       3.1 % 
TRP Construction Group, LLC (Delayed Draw)(e)(f)     L+6.50 %      9.01 %      10/5/2022       7,000       5,684       5,656       2.2%  

 
 
See Notes to Consolidated Financial Statements.

F-11


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2018
(in thousands, except for shares and units)

             
Portfolio Company(a)   Spread
Above
Index(b)
  Interest
Rate
  Maturity   Principal   Amortized Cost   Fair
Value(c)
  % of Net
Assets(d)
TRP Construction Group, LLC (Revolver)(e)     L+6.50 %      9.01 %      10/5/2022       2,133     $     $       0.0 % 
                         58,693       53,032       53,356       20.6 % 
Services: Consumer
                                                              
PeopleConnect Intermediate, LLC     L+6.50 %      9.30 %      7/1/2020       4,272       4,239       4,253       1.6 % 
PeopleConnect Intermediate, LLC     L+12.50 %      15.30 %      7/1/2020       4,636       4,597       4,603       1.8 % 
PeopleConnect Intermediate, LLC (Revolver)(e)     L+9.50 %      12.30 %      7/1/2020       236       118       118       0.0 % 
                         9,144       8,954       8,974       3.4 % 
Utilities: Water
                                                              
Inland Pipe Rehabilitation LLC     L+5.50 %      8.29 %      12/26/2024       12,500       12,251       12,250       4.7 % 
Inland Pipe Rehabilitation LLC (Revolver)(e)     L+5.50 %      7.87 %      12/26/2024       4,118       2,305       2,259       0.9 % 
                         16,618       14,556       14,509       5.6 % 
Wholesale
                                                           
Mid-West Wholesale Hardware Co.(l)     L+8.00 %      10.51 %      2/9/2022       16,402       16,173       16,312       6.3 % 
Mid-West Wholesale Hardware Co. (Revolver)(e)     L+8.00 %      10.51 %      2/9/2022       4,421       3,789       3,767       1.5 % 
Nearly Natural, Inc.(l)     L+7.00 %      9.81 %      12/15/2022       6,930       6,816       6,906       2.7 % 
Nearly Natural, Inc. (Revolver)(e)     L+7.00 %      9.81 %      12/15/2022       1,522       609       609       0.2 % 
                         29,275       27,387       27,594       10.7 % 
Total Non-Controlled/Non-Affiliate Senior Secured Loans                       457,492       402,281       401,289       155.0 % 
Unitranche Secured Loans(s)
                                                           
Chemicals, Plastics & Rubber
                                                           
MFG Chemical, LLC(l)     L+6.00 %      8.51 %      6/23/2022       10,477       10,359       10,319       4.0 % 
MFG Chemical, LLC     L+6.00 %      8.51 %      6/23/2022       1,132       1,132       1,115       0.4 % 
                         11,609       11,491       11,434       4.4 % 
Consumer Goods: Durable
                                                           
RugsUSA, LLC     L+6.50 %      9.31 %      4/28/2023       4,000       3,964       4,002       1.5 % 
                         4,000       3,964       4,002       1.5 % 
Healthcare & Pharmaceuticals
                                                           
Collaborative Neuroscience Network, LLC     L+11.50 %      14.01 %      n/a (o)      6,120       6,096       5,894       2.3 % 
Collaborative Neuroscience Network, LLC     n/a       12.00% Cash/ 3.00% PIK       n/a (o)      304       304       304       0.1 % 
Collaborative Neuroscience Network, LLC (Revolver)     L+10.00 %      12.51 %      n/a (o)      200       193       200       0.1 % 
Priority Ambulance, LLC(t)     L+6.50 %      9.31 %      4/12/2022       10,015       10,015       9,905       3.8 % 
Priority Ambulance, LLC(u)     L+6.50 %      9.31 %      4/12/2022       1,253       1,226       1,240       0.5 % 
Priority Ambulance, LLC (Delayed Draw)(e)(f)     L+6.50 %      9.31 %      4/12/2022       246                   0.0 % 
Priority Ambulance, LLC (Delayed Draw)(e)(f)     L+6.50 %      9.31 %      4/12/2022       2,485                   0.0 % 
                         20,623       17,834       17,543       6.8 % 
High Tech Industries
                                                           
Mnine Holdings, Inc.     L+6.75 %      9.31 %      11/2/2023       8,000       7,843       7,952       3.1 % 
                         8,000       7,843       7,952       3.1 % 
Total Non-Controlled/Non-Affiliate Unitranche Secured Loans                       44,232       41,132       40,931       15.8%  

 
 
See Notes to Consolidated Financial Statements.

F-12


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2018
(in thousands, except for shares and units)

             
Portfolio Company(a)   Spread
Above
Index(b)
  Interest
Rate
  Maturity   Principal   Amortized Cost   Fair
Value(c)
  % of Net
Assets(d)
Junior Secured Loans
                                                           
Beverage, Food & Tobacco
                                                           
CSM Bakery Supplies, LLC     L+7.75 %      10.16 %      7/5/2021       5,792     $ 5,792     $ 5,314       2.1 % 
                         5,792       5,792       5,314       2.1 % 
High Tech Industries
                                                           
Micro Holdings Corp.     L+7.50 %      10.00 %      8/18/2025       3,000       2,972       2,805       1.1 % 
                         3,000       2,972       2,805       1.1 % 
Media: Broadcasting & Subscription
                                                           
Mergermarket Bidco Limited     L+7.25 %      9.76 %      8/4/2025       4,500       4,458       4,483       1.7 % 
                         4,500       4,458       4,483       1.7 % 
Media: Diversified & Production
                                                           
The Octave Music Group, Inc.     L+8.25 %      10.63 %      5/27/2022       5,000       4,957       5,000       1.9 % 
                         5,000       4,957       5,000       1.9 % 
Services: Consumer
                                                           
Education Corporation of America     L+11.00 %      8.31% Cash/ 5.50% PIK (p)      3/31/2020       2,292       2,288       2,292       0.9 % 
                         2,292       2,288       2,292       0.9 % 
Total Non-Controlled/Non-Affiliate Junior Secured Loans                       20,584       20,467       19,894       7.7 % 
Equity Securities(v)(w)
                                                           
Banking, Finance, Insurance & Real Estate
                                                           
PKS Holdings, LLC (warrant to purchase up to 0.8% of the equity)(g)           (x)      11/30/2027             116       18       0.0 % 
                               116       18       0.0 % 
Chemicals, Plastics & Rubber
                                                           
Valudor Products, LLC (501,014
class A-1 units)
    n/a       10.00% PIK                   501       213       0.1 % 
                               501       213       0.1 % 
Healthcare & Pharmaceuticals
                                                           
Collaborative Neuroscience Network, LLC (warrant to purchase up to 1.5% of the equity)           (x)      12/27/2022                   115       0.0 % 
Collaborative Neuroscience Network, LLC (warrant to purchase up to 2.1% of the equity)           (x)      12/31/2027                         0.0 % 
                                     115       0.0 % 
High Tech Industries
                                                           
Answers Finance, LLC (76,539 shares of common stock)           (x)                  2,413       215       0.1 % 
Host Analytics, Inc. (441,860 class A Units)           (x)                  442       442       0.2 % 
                               2,855       657       0.3 % 
Hotels, Gaming & Leisure
                                                           
Playtime, LLC – Preferred Units (8,665 units)           (x)                  200             0.0 % 
                               200             0.0 % 
Media: Advertising, Printing & Publishing
                                                           
AdTheorent, Inc. (128,866 class A voting units)           (x)                  129       156       0.1%  

 
 
See Notes to Consolidated Financial Statements.

F-13


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2018
(in thousands, except for shares and units)

             
Portfolio Company(a)   Spread
Above
Index(b)
  Interest
Rate
  Maturity   Principal   Amortized Cost   Fair
Value(c)
  % of Net
Assets(d)
InMobi Pte, Ltd. (warrant to purchase up to 2.8% of the equity)(g)(n)           (x)      9/18/2025           $     $ 209       0.1 % 
                               129       365       0.2 % 
Retail
                                                           
The Tie Bar Operating Company, LLC – Class A Preferred Units (1,275 units)                             87       109       0.0 % 
The Tie Bar Operating Company, LLC – Class B Preferred Units (1,275 units)                                         0.0 % 
                               87       109       0.0 % 
Services: Business
                                                              
APCO Worldwide, Inc. (100 class A voting common stock)           (x)                  395       317       0.1 % 
Atlas Sign Industries of FLA, LLC (warrants to purchase up to 0.8% of the equity)           (x)      5/14/2026             125       83       0.0 % 
                               520       400       0.1 % 
Services: Consumer
                                                              
Education Corporation of America – Series G Preferred Stock (8,333 shares)     n/a       12.00% PIK (p)                  7,492       4,583       1.8 % 
                               7,492       4,583       1.8 % 
Wholesale
                                                              
Nearly Natural, Inc. (152,174 class A units)           (x)                  152       146       0.1 % 
                               152       146       0.1 % 
Total Non-Controlled/Non-Affiliate Equity Securities                             12,052       6,606       2.6 % 
Total Non-Controlled/Non-Affiliate Company Investments                           $ 475,932     $ 468,720       181.1 % 
Non-Controlled Affiliate Company Investments(y)
                                                              
Senior Secured Loans
                                                              
Banking, Finance, Insurance & Real Estate
                                                              
American Community Homes, Inc.     L+10.00 %      12.51% PIK       7/22/2019       7,797     $ 7,770     $ 6,596       2.5 % 
American Community Homes, Inc.     L+14.50 %      17.01% PIK       7/22/2019       4,725       4,711       3,997       1.5 % 
American Community Homes, Inc.     L+10.00 %      12.51% PIK       7/22/2019       590       587       499       0.2 % 
American Community Homes, Inc.     L+10.00 %      12.51% PIK       7/22/2019       473       469       400       0.2 % 
American Community Homes, Inc.     L+14.50 %      17.01% PIK       7/22/2019       254       252       215       0.1 % 
American Community Homes, Inc.     L+8.00 %      10.51% PIK       7/22/2019       1,710       1,710       1,446       0.6 % 
                         15,549       15,499       13,153       5.1 % 
Containers, Packaging & Glass
                                                              
Summit Container Corporation(l)     L+8.00 %      10.51 %      1/6/2021       3,259       3,269       3,034       1.2 % 
Summit Container Corporation (Revolver)(e)(l)     L+8.00 %      10.51 %      1/6/2021       8,000       6,714       6,660       2.5 % 
                         11,259       9,983       9,694       3.7 % 
Healthcare & Pharmaceuticals
                                                              
SHI Holdings, Inc.(l)     L+10.25 %      12.76 %      7/10/2019       2,598       2,592       2,598       1.0 % 
SHI Holdings, Inc. (Revolver)(e)     L+10.25 %      12.76 %      7/10/2019       4,227       3,339       3,342       1.3 % 
                         6,825       5,931       5,940       2.3%  

 
 
See Notes to Consolidated Financial Statements.

F-14


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2018
(in thousands, except for shares and units)

             
Portfolio Company(a)   Spread
Above
Index(b)
  Interest
Rate
  Maturity   Principal   Amortized Cost   Fair
Value(c)
  % of Net
Assets(d)
Retail
                                                              
Luxury Optical Holdings Co.     L+8.00 %      10.51% PIK       9/12/2019       4,698     $ 4,684     $ 4,334       1.7 % 
Luxury Optical Holdings Co. (Delayed Draw)(e)(f)     L+11.50 %      14.01 %      9/12/2019       1,059       624       622       0.2 % 
Luxury Optical Holdings Co. (Revolver)     L+8.00 %      10.51% PIK       9/12/2019       217       217       200       0.1 % 
                         5,974       5,525       5,156       2.0 % 
Services: Business
                                                              
Curion Holdings, LLC(l)     n/a       4.00% Cash/ 10.00% PIK       5/2/2022       3,953       3,912       3,592       1.4 % 
Curion Holdings, LLC (Revolver)(e)     n/a       14.00 %      5/2/2022       308       250       244       0.1 % 
                         4,261       4,162       3,836       1.5 % 
Total Non-Controlled Affiliate Senior Secured Loans                       43,868       41,100       37,779       14.6 % 
Unitranche Secured Loans(s)
                                                              
Consumer Goods: Non-Durable
                                                              
Incipio, LLC(z)     L+9.06 %      11.01% Cash/ 0.56% PIK (aa)      7/1/2019       13,803       13,749       12,830       5.0 % 
Incipio, LLC(ab)     L+8.50 %      11.01 %      7/1/2019       3,613       3,613       3,573       1.4 % 
Incipio, LLC     L+8.50 %      11.01 %      7/1/2019       1,535       1,535       1,518       0.6 % 
                         18,951       18,897       17,921       7.0 % 
Total Non-Controlled Affiliate Unitranche Secured Loans                       18,951       18,897       17,921       7.0 % 
Junior Secured Loans
                                                              
Consumer Goods: Non-Durable
                                                              
Incipio, LLC(ac)     n/a       10.70% PIK (p)      12/31/2020       3,766             1,260       0.4 % 
Incipio, LLC(ad)     n/a       10.70% PIK (p)      12/31/2020       7,194                   0.0 % 
                         10,960             1,260       0.4 % 
Services: Business
                                                              
Curion Holdings, LLC(l)     n/a       15.00% PIK (p)      1/2/2023       1,720       1             0.0 % 
Curion Holdings, LLC(l)     n/a       15.00% PIK (p)      1/2/2023       44                   0.0 % 
                         1,764       1             0.0 % 
Total Non-Controlled Affiliate Company Junior Secured Loans                       12,724       1       1,260       0.4 % 
Equity Securities(w)
                                                              
Banking, Finance, Insurance & Real Estate
                                                              
American Community Homes, Inc. (warrant to purchase up to 22.3% of the equity)           (x)      12/18/2024                         0.0 % 
                                           0.0 % 
Consumer Goods: Non-Durable
                                                              
Incipio, LLC (1,774 shares of series C common units)           (x)                              0.0 % 
Millennial Brands LLC (10 preferred units)           (x)                  967             0.0 % 
Millennial Brands LLC (75,502 common units)           (x)                              0.0 % 
                               967             0.0 % 
Containers, Packaging & Glass
                                                              
Summit Container Corporation (warrant to purchase up to 19.5% of the equity)           (x)      1/6/2024                         0.0 % 
                                           0.0%  

 
 
See Notes to Consolidated Financial Statements.

F-15


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2018
(in thousands, except for shares and units)

             
Portfolio Company(a)   Spread
Above
Index(b)
  Interest
Rate
  Maturity   Principal   Amortized Cost   Fair
Value(c)
  % of Net
Assets(d)
Healthcare & Pharmaceuticals
                                                              
SHI Holdings, Inc. (24 shares of common stock)           (x)                $ 27     $ 307       0.1 % 
                               27       307       0.1 % 
Retail
                                                              
Luxury Optical Holdings Co. (86 shares of common stock)           (x)                              0.0 % 
                                           0.0 % 
Services: Business
                                                              
Curion Holdings, LLC (58,779 shares of common stock)           (x)                              0.0 % 
                                           0.0 % 
Total Non-Controlled Affiliate Equity Securities                             994       307       0.1 % 
Total Non-Controlled Affiliate Company Investments                           $ 60,992     $ 57,267       22.1 % 
Controlled Affiliate Company Investments(ae)
                                                              
Equity Securities
                                                              
Investment Funds & Vehicles
                                                              
MRCC Senior Loan Fund I, LLC (50.0% of the equity interests)(g)                           $ 27,200     $ 27,634       10.7 % 
Total Controlled Affiliate Equity Securities                             27,200       27,634       10.7 % 
Total Controlled Affiliate Company Investments                           $ 27,200     $ 27,634       10.7 % 
TOTAL INVESTMENTS                           $ 564,124     $ 553,621       213.9 % 

Derivative Instruments

Foreign currency forward contracts

         
Description   Notional Amount
to be Purchased
  Notional Amount
to be Sold
  Counterparty   Settlement Date   Unrealized Gain
(Loss)
Foreign currency forward contract   $ 137     £ 107       Bannockburn Global Forex, LLC       1/2/2019     $ 1  
Foreign currency forward contract   $ 292     £ 228       Bannockburn Global Forex, LLC       2/28/2019       1  
Foreign currency forward contract   $ 136     £ 106       Bannockburn Global Forex, LLC       4/1/2019       1  
Foreign currency forward contract   $ 293     £ 229       Bannockburn Global Forex, LLC       5/31/2019       1  
Foreign currency forward contract   $ 136     £ 106       Bannockburn Global Forex, LLC       7/1/2019       1  
Foreign currency forward contract   $ 294     £ 230       Bannockburn Global Forex, LLC       8/30/2019       1  
Foreign currency forward contract   $ 134     £ 105       Bannockburn Global Forex, LLC       10/1/2019       1  
Foreign currency forward contract   $ 295     £ 230       Bannockburn Global Forex, LLC       11/29/2019       1  
Foreign currency forward contract   $ 133     £ 104       Bannockburn Global Forex, LLC       1/2/2020       1  
Foreign currency forward contract   $ 296     £ 231       Bannockburn Global Forex, LLC       2/28/2020       1  
Foreign currency forward contract   $ 132     £ 103       Bannockburn Global Forex, LLC       4/1/2020       1  
Foreign currency forward contract   $ 130     £ 102       Bannockburn Global Forex, LLC       5/5/2020       1  
Foreign currency forward contract   $ 296     £ 230       Bannockburn Global Forex, LLC       5/29/2020       1  
Foreign currency forward contract   $ 295     £ 230       Bannockburn Global Forex, LLC       8/28/2020       1  
Foreign currency forward contract   $ 294     £ 229       Bannockburn Global Forex, LLC       11/30/2020       2  
                             $ 16  

 
 
See Notes to Consolidated Financial Statements.

F-16


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2018
(in thousands, except for shares and units)

(a) All of our investments are issued by eligible portfolio companies, as defined in the Investment Company Act of 1940 (the “1940 Act”), unless otherwise noted. All of our investments are issued by U.S. portfolio companies unless otherwise noted.
(b) The majority of the investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) or Prime Rate (“Prime” or “P”) which reset daily, monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR or Prime and the current contractual interest rate in effect at December 31, 2018. Certain investments are subject to a LIBOR or Prime interest rate floor, or rate cap.
(c) Because there is no readily available market value for these investments, the fair value of these investments is determined in good faith using significant unobservable inputs by our board of directors as required by the Investment Company Act of 1940. (See Note 4 in the accompanying notes to the consolidated financial statements.)
(d) Percentages are based on net assets of $258,767 as of December 31, 2018.
(e) All or a portion of this commitment was unfunded at December 31, 2018. As such, interest is earned only on the funded portion of this commitment.
(f) This delayed draw loan requires that certain financial covenants be met by the portfolio company prior to any fundings.
(g) This investment is treated as a non-qualifying investment under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2018, non-qualifying assets totaled 16.36% of the Company’s total assets.
(h) The PIK portion of the interest rate for HFZ Capital Group, LLC is structured as a fee paid upon the termination of the commitment. The fee currently accrues at 0.17% per annum.
(i) This investment represents a note convertible to preferred shares of the borrower.
(j) A portion of this loan (principal of $2,010) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(k) A portion of the PIK interest rate for Cornerstone Detention Products, Inc. is structured as a fee paid upon the termination of the commitment. The fee currently accrues at 2.33% per annum.
(l) All of this loan is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(m) The PIK portion of the interest rate for Landpoint, LLC is structured as a fee paid upon the termination of the commitment. The fee currently accrues at 2.25% per annum.
(n) This is an international company.
(o) This is a demand note with no stated maturity.
(p) This position was on non-accrual status as of December 31, 2018, meaning that the Company has ceased accruing interest income on the position. See Note 2 in the accompanying notes to the consolidated financial statements for additional information on the Company’s accounting policies.
(q) This loan is denominated in Great Britain pounds and is translated into U.S. dollars as of the valuation date.
(r) A portion of the PIK interest rate for TRG, LLC is structured as a fee paid upon the termination of the commitment. The fee currently accrues at 3.29% per annum.
(s) The Company structures its unitranche secured loans as senior secured loans. The Company obtains security interests in the assets of these portfolio companies that serve as collateral in support of the repayment of these loans. This collateral may take the form of first-priority liens on the assets of a portfolio company. Generally, the Company syndicates a “first out” portion of the loan to an investor and retains a “last out” portion of the loan, in which case the “first out” portion of the loan will generally receive priority with respect to payments of principal, interest and any other amounts due thereunder.

 
 
See Notes to Consolidated Financial Statements.

F-17


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2018
(in thousands, except for shares and units)

Unitranche structures combine characteristics of traditional first lien senior secured as well as second lien and subordinated loans and the Company’s unitranche secured loans will expose the Company to the risks associated with second lien and subordinated loans and may limit the Company’s recourse or ability to recover collateral upon a portfolio company’s bankruptcy. Unitranche secured loans typically provide for moderate loan amortization in the initial years of the facility, with the majority of the amortization deferred until loan maturity. Unitranche secured loans generally allow the borrower to make a large lump sum payment of principal at the end of the loan term, and there is a risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity. In many cases the Company, together with its affiliates, are the sole or majority lender of these unitranche secured loans, which can afford the Company additional influence with a borrower in terms of monitoring and, if necessary, remediation in the event of underperformance.
(t) A portion of this loan (principal of $9,258) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(u) A portion of this loan (principal of $525) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP and is therefore not collateral to the Company’s revolving credit facility.
(v) Represents less than 5% ownership of the portfolio company’s voting securities.
(w) Ownership of certain equity investments may occur through a holding company or partnership.
(x) Represents a non-income producing security.
(y) As defined in the 1940 Act, the Company is deemed to be an “Affiliated Person” of the portfolio company as it owns five percent or more of the portfolio company’s voting securities. See Note 5 in the accompanying notes to the consolidated financial statements for additional information on transactions in which the issuer was an Affiliated Person (but not a portfolio company that the Company is deemed to control).
(z) A portion of this loan (principal of $5,061) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(aa) The PIK portion of the interest rate for Incipio Technologies, Inc. is structured as a fee paid upon the termination of the commitment. The fee currently accrues at 0.56% per annum.
(ab) A portion of this loan (principal of $46) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(ac) A portion of this loan (principal of $1,015) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP and is therefore not collateral to the Company’s revolving credit facility.
(ad) A portion of this loan (principal of $1,938) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP and is therefore not collateral to the Company’s revolving credit facility.
(ae) As defined in the 1940 Act, the Company is deemed to be both an “Affiliated Person” of and to “Control” this portfolio company as it owns more than 25% in company’s voting securities. See Note 5 in the accompanying notes to the consolidated financial statements for additional information on transactions in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to Control.

n/a — not applicable

 
 
See Notes to Consolidated Financial Statements.

F-18


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2017
(in thousands, except for shares and units)

             
Portfolio Company(a)   Spread
Above
Index(b)
  Interest
Rate
  Maturity   Principal   Amortized
Cost
  Fair
Value(c)
  % of Net
Assets(d)
Non-Controlled/Non-Affiliate Company Investments
                                                              
Senior Secured Loans
                                                              
Banking, Finance, Insurance & Real Estate
                                                              
Echelon Funding I, LLC (Delayed Draw)(e)(f)(g)     L+10.25 %      11.61 %      2/24/2021       15,750     $ 15,415     $ 15,654       5.6 % 
HFZ Capital Group, LLC (e)     L+10.00 %      11.36 %      10/21/2019       18,000       17,613       17,991       6.5 % 
Liftforward SPV II, LLC(e)(f)     L+10.75 %      12.32 %      11/10/2020       10,000       4,212       4,268       1.5 % 
PKS Holdings, LLC(e)     L+9.50 %      10.85 %      11/30/2022       1,800       1,640       1,719       0.6 % 
PKS Holdings, LLC (Revolver)(e)(f)     L+9.50 %      10.85 %      11/30/2022       80                   0.0 % 
                         45,630       38,880       39,632       14.2 % 
Beverage, Food & Tobacco
                                                              
All Holding Company, LLC(h)     L+7.00 %      8.57 %      11/15/2021       5,328       5,246       5,368       1.9 % 
California Pizza Kitchen, Inc.     L+6.00 %      7.57 %      8/23/2022       6,913       6,850       6,791       2.5 % 
                         12,241       12,096       12,159       4.4 % 
Construction & Building
                                                              
Cali Bamboo, LLC     L+8.00 %      9.57 %      7/10/2020       5,319       5,266       5,319       1.9 % 
Cali Bamboo, LLC (Revolver)(f)     L+8.00 %      9.57 %      7/10/2020       2,165       1,039       1,039       0.4 % 
Cornerstone Detention Products, Inc.(i)     L+11.83 %      10.07% Cash/
3.33% PIK
(j)      4/8/2019       3,521       3,501       3,500       1.3 % 
Cornerstone Detention Products, Inc. (Revolver)(f)     L+8.50 %      10.07 %      4/8/2019       400       200       199       0.1 % 
                         11,405       10,006       10,057       3.7 % 
Consumer Goods: Durable
                                                              
Parterre Flooring & Surface Systems, LLC(h)     L+7.25 %      8.82 %      8/22/2022       11,850       11,625       11,808       4.2 % 
Parterre Flooring & Surface Systems, LLC (Revolver)(f)     L+7.25 %      8.82 %      8/22/2022       2,400                   0.0 % 
                         14,250       11,625       11,808       4.2 % 
Consumer Goods: Non-Durable
                                                              
Gibson Brands, Inc.(k)     8.88 %      8.88 %      8/1/2018       10,000       8,664       8,435       3.0 % 
Solaray, LLC     L+6.50 %      8.02 %      9/11/2023       3,264       3,236       3,264       1.2 % 
Solaray, LLC (Delayed Draw)     L+6.50 %      8.19 %      9/11/2023       699       699       699       0.3 % 
                         13,963       12,599       12,398       4.5 % 
Energy: Oil & Gas
                                                              
Landpoint, LLC     L+12.75 %      12.07% Cash/
2.25% PIK
(l)      12/20/2019       2,386       2,372       2,352       0.8 % 
Landpoint, LLC (Revolver)(f)     L+10.50 %      12.07 %      12/20/2019       313                   0.0 % 
                         2,699       2,372       2,352       0.8 % 
Environmental Industries
                                                              
Synergy Environmental Corporation(h)     L+8.00 %      9.57 %      4/29/2021       3,011       2,958       3,036       1.1 % 
Synergy Environmental Corporation(h)     L+8.00 %      9.57 %      4/29/2021       504       495       508       0.2 % 
Synergy Environmental Corporation (Delayed Draw)(f)(g)     L+8.00 %      9.57 %      4/29/2018       1,342       859       866       0.3 % 
Synergy Environmental Corporation (Revolver)(f)     L+8.00 %      9.57 %      4/29/2021       671       47       47       0.0 % 
                         5,528       4,359       4,457       1.6 % 

 
 
See Notes to Consolidated Financial Statements.

F-19


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2017
(in thousands, except for shares and units)

             
             
Portfolio Company(a)   Spread
Above
Index(b)
  Interest
Rate
  Maturity   Principal   Amortized
Cost
  Fair
Value(c)
  % of Net
Assets(d)
Healthcare & Pharmaceuticals
                                                     
American Optics Holdco, Inc.(e)(m)     L+8.00 %      9.57 %      9/13/2022       4,133     $ 4,055     $ 4,136       1.5 % 
American Optics Holdco, Inc. (Revolver)(e)(f)(m)     L+8.00 %      9.57 %      9/13/2022       440                   0.0 % 
American Optics Holdco, Inc.(e)(m)     L+8.00 %      9.57 %      9/13/2022       760       746       761       0.3 % 
American Optics Holdco, Inc. (Revolver)(e)(f)(m)     L+8.00 %      9.57 %      9/13/2022       440                   0.0 % 
Beaver-Visitec International Holdings, Inc.     L+5.00 %      6.69 %      8/19/2023       4,938       4,895       4,938       1.8 % 
Edge Systems Holdings Corp.     L+7.75 %      9.32 %      12/1/2021       3,384       3,329       3,445       1.2 % 
Edge Systems Holdings Corp. (Revolver)(f)     P+6.75 %      11.25 %      12/1/2021       260                   0.0 % 
Familia Dental Group Holdings, LLC(h)     L+8.00 %      9.57 %      4/8/2021       5,259       5,199       5,322       1.9 % 
Familia Dental Group Holdings, LLC     L+8.00 %      9.57 %      4/8/2021       506       506       512       0.2 % 
Familia Dental Group Holdings, LLC (Revolver)(f)     L+8.00 %      9.57 %      4/8/2021       573       344       344       0.1 % 
                         20,693       19,074       19,458       7.0 % 
High Tech Industries
                                                              
Answers Finance, LLC     L+5.00 %      6.57 %      4/15/2021       253       251       249       0.1 % 
Corbett Technology Solutions, Inc.(h)     L+7.00 %      8.57 %      11/8/2021       4,275       4,224       4,318       1.5 % 
Corbett Technology Solutions, Inc. (Revolver)(f)     L+7.00 %      8.57 %      11/8/2021       867       607       607       0.2 % 
Energy Services Group, LLC     L+9.82 %      11.39 %      5/4/2022       4,620       4,568       4,678       1.7 % 
Energy Services Group, LLC(e)(n)     L+9.82 %      10.82 %      5/4/2022       2,495       2,361       2,509       0.9 % 
Energy Services Group, LLC (Delayed Draw)(f)(g)     L+9.82 %      11.39 %      5/4/2022       1,313       1,096       1,126       0.4 % 
Newforma, Inc.(h)     L+7.50 %      9.19 %      6/30/2022       14,962       14,754       15,060       5.4 % 
Newforma, Inc. (Revolver)(f)     L+7.50 %      9.19 %      6/30/2022       1,250                   0.0 % 
Prototek Sheetmetal Fabrication, LLC     L+7.50 %      9.07 %      12/12/2022       3,500       3,430       3,430       1.2 % 
Prototek Sheetmetal Fabrication, LLC (Delayed Draw)(f)(g)     L+7.50 %      9.07 %      12/12/2022       2,334                   0.0 % 
Prototek Sheetmetal Fabrication, LLC (Revolver)(f)     L+7.50 %      9.07 %      12/12/2022       233                   0.0 % 
RPL Bidco Limited(e)(m)(n)     L+7.50 %      8.02 %      11/9/2023       9,459       9,057       9,516       3.4 % 
RPL Bidco Limited (Revolver)(e)(f)(m)(n)     L+7.50 %      8.02 %      11/9/2023       540                   0.0 % 
                         46,101       40,348       41,493       14.8 % 
Hotels, Gaming & Leisure
                                                              
BC Equity Ventures LLC     L+6.50 %      8.07 %      8/31/2022       2,586       2,543       2,624       0.9 % 
Miles Partnership LLC     L+8.50 %      10.19 %      3/24/2021       5,946       5,910       6,005       2.2 % 
Miles Partnership LLC (Delayed
Draw)(f)(g)
    L+8.50 %      10.19 %      3/24/2021       1,422       1,074       1,085       0.4 % 
Miles Partnership LLC (Revolver)(f)     L+8.50 %      10.19 %      3/24/2021       320                   0.0 % 
TRG, LLC     L+12.42 %      8.86% Cash/
4.92% PIK
(o)      3/31/2021       17,088       17,000       17,190       6.2 % 
TRG, LLC (CapEx)(f)     L+9.50 %      8.86% Cash/
2.00% PIK
      3/31/2021       1,629       1,340       1,354       0.5 % 
TRG, LLC (Revolver)(f)     L+9.50 %      10.86 %      3/31/2021       262       131       131       0.0 % 
Vacation Innovations, LLC(p)     L+9.31 %      8.57% Cash/
2.31% PIK
(q)      8/20/2020       9,282       9,170       10,040       3.6 % 
Vacation Innovations, LLC (Delayed Draw)(f)(g)     L+7.50 %      8.57% Cash/
0.50% PIK
      8/20/2020       2,037                   0.0 % 
Vacation Innovations, LLC (Revolver)     L+7.50 %      8.57% Cash/
0.50% PIK
      8/20/2020       342       342       342       0.1 % 
                         40,914       37,510       38,771       13.9%  

 
 
See Notes to Consolidated Financial Statements.

F-20


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2017
(in thousands, except for shares and units)

             
             
Portfolio Company(a)   Spread
Above
Index(b)
  Interest
Rate
  Maturity   Principal   Amortized
Cost
  Fair
Value(c)
  % of Net
Assets(d)
Media: Advertising, Printing & Publishing
                                                              
AdTheorent, Inc.     L+8.50 %      9.86 %      12/22/2021       4,906     $ 4,824     $ 4,937       1.8 % 
Destination Media, Inc.(h)     L+6.50 %      8.07 %      4/7/2022       7,850       7,747       7,991       2.8 % 
Destination Media, Inc. (Revolver)(f)     L+6.50 %      8.07 %      4/7/2022       542                   0.0 % 
MC Sign Lessor Corp.     L+7.00 %      8.53 %      12/22/2022       10,000       9,801       9,800       3.5 % 
MC Sign Lessor Corp. (Delayed Draw)(f)(g)     L+7.00 %      8.53 %      12/22/2022       2,083                   0.0 % 
MC Sign Lessor Corp. (Revolver)(f)     L+7.00 %      8.53 %      12/22/2022       625       146       146       0.1 % 
                         26,006       22,518       22,874       8.2 % 
Media: Broadcasting & Subscription
                                                              
Jerry Lee Radio, LLC     L+9.50 %      11.07 %      12/17/2020       11,443       11,256       11,443       4.1 % 
                         11,443       11,256       11,443       4.1 % 
Retail
                                                              
Bluestem Brands, Inc.     L+7.50 %      9.07 %      11/6/2020       2,597       2,581       1,829       0.7 % 
Forman Mills, Inc.(h)     L+7.50 %      9.07 %      10/4/2021       8,479       8,345       8,441       3.0 % 
LuLu’s Fashion Lounge, LLC     L+7.00 %      8.57 %      8/28/2022       4,906       4,767       5,004       1.8 % 
The Worth Collection, Ltd.(h)     L+8.50 %      10.07 %      9/29/2021       10,587       10,421       9,206       3.3 % 
Yandy Holding, LLC     L+9.00 %      10.57 %      9/30/2019       4,508       4,480       4,366       1.6 % 
Yandy Holding, LLC (Revolver)(f)     L+9.00 %      10.57 %      9/30/2019       907       106       102       0.0 % 
                         31,984       30,700       28,948       10.4 % 
Services: Business
                                                              
APCO Worldwide, Inc.     L+8.00 %      9.57 %      6/30/2022       5,000       4,908       5,025       1.8 % 
Burroughs, Inc.(h)     L+7.50 %      9.03 %      12/22/2022       6,000       5,910       5,910       2.2 % 
Burroughs, Inc. (Revolver)(f)     L+7.50 %      9.07 %      12/22/2022       750       75       75       0.0 % 
Curion Holdings, LLC(h)     L+7.00 %      8.57 %      5/2/2022       3,884       3,832       3,841       1.4 % 
Curion Holdings, LLC (Revolver)(f)     L+7.00 %      8.57 %      5/2/2022       308       77       76       0.0 % 
EB Employee Solutions, LLC(h)     L+8.50 %      10.07 %      2/28/2019       3,195       3,168       3,115       1.1 % 
First Call Resolution, LLC(h)     L+7.00 %      8.36 %      9/22/2022       5,000       4,916       5,002       1.8 % 
Madison Logic, Inc.(h)     L+8.00 %      9.57 %      11/30/2021       10,237       10,069       10,289       3.7 % 
Madison Logic, Inc. (Delayed Draw)(f)(g)     L+8.00 %      9.57 %      11/30/2021       4,818                   0.0 % 
Madison Logic, Inc. (Revolver)(f)     L+8.00 %      9.57 %      11/30/2021       988                   0.0 % 
TRP Construction Group, LLC(h)     L+6.50 %      8.07 %      10/5/2022       8,000       7,845       7,992       2.9 % 
TRP Construction Group, LLC (Revolver)(f)     L+6.50 %      8.07 %      10/5/2022       2,134                   0.0 % 
                         50,314       40,800       41,325       14.9 % 
Services: Consumer
                                                              
PeopleConnect Intermediate, LLC (formerly Intelius, Inc.)     L+6.50 %      7.84 %      7/1/2020       4,518       4,462       4,538       1.7 % 
PeopleConnect Intermediate, LLC (formerly Intelius, Inc.)     L+12.50 %      13.84 %      7/1/2020       4,759       4,697       4,756       1.7 % 
PeopleConnect Intermediate, LLC (formerly Intelius, Inc.) (Revolver)(f)     L+9.50 %      11.10 %      8/11/2020       236       118       118       0.0 % 
                         9,513       9,277       9,412       3.4 % 
Telecommunications
                                                              
Peerless Network, Inc.(h)     L+9.25 %      9.86% Cash/ 0.75% PIK (r)      12/11/2020       3,139       3,089       3,152       1.1 % 
                         3,139       3,089       3,152       1.1 % 
Utilities: Electric
                                                              
CRCI Holdings, Inc.     L+5.50 %      7.19 %      8/31/2023       2,782       2,759       2,792       1.0 % 
                         2,782       2,759       2,792       1.0%  

 
 
See Notes to Consolidated Financial Statements.

F-21


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2017
(in thousands, except for shares and units)

             
             
Portfolio Company(a)   Spread
Above
Index(b)
  Interest
Rate
  Maturity   Principal   Amortized
Cost
  Fair
Value(c)
  % of Net
Assets(d)
Wholesale
                                                              
Mid-West Wholesale Hardware Co.(h)     L+8.00 %      9.57 %      2/9/2022       16,568     $ 16,277     $ 16,544       5.9 % 
Mid-West Wholesale Hardware Co. (Revolver)(f)     L+8.00 %      9.57 %      2/9/2022       4,421                   0.0 % 
Nearly Natural, Inc.(h)     L+7.00 %      8.59 %      12/15/2022       7,000       6,861       6,860       2.5 % 
Nearly Natural, Inc. (Revolver)(f)     L+7.00 %      8.59 %      12/15/2022       1,522                   0.0 % 
                         29,511       23,138       23,404       8.4 % 
Total Non-Controlled/Non-Affiliate Senior Secured Loans                       378,116       332,406       335,935       120.6 % 
Unitranche Secured Loans(ab)
                                                              
Chemicals, Plastics & Rubber
                                                              
MFG Chemical, LLC(h)     L+6.00 %      7.57 %      6/23/2022       8,856       8,734       8,860       3.2 % 
                         8,856       8,734       8,860       3.2 % 
Consumer Goods: Non-Durable
                                                              
Incipio, LLC(s)     L+7.75 %      9.32 %      12/26/2019       12,209       12,063       11,769       4.2 % 
                         12,209       12,063       11,769       4.2 % 
Healthcare & Pharmaceuticals
                                                              
Collaborative Neuroscience Network, LLC     L+11.50 %      13.07 %      4/27/2018       6,120       6,076       5,912       2.1 % 
Collaborative Neuroscience Network, LLC     L+15.00 %      12.00% Cash/ 3.00% PIK       4/27/2018       295       295       295       0.1 % 
Collaborative Neuroscience Network, LLC (Revolver)     L+10.00 %      11.57 %      4/27/2018       200       191       195       0.1 % 
Priority Ambulance, LLC(h)     L+6.50 %      8.19 %      4/12/2022       9,258       9,088       9,309       3.4 % 
Priority Ambulance, LLC (Delayed Draw)(f)(g)     L+6.50 %      8.19 %      4/12/2022       677                   0.0 % 
                         16,550       15,650       15,711       5.7 % 
Hotels, Gaming & Leisure
                                                              
Playtime, LLC     L+7.50 %      9.07 %      12/31/2021       4,214       4,214       3,955       1.4 % 
                         4,214       4,214       3,955       1.4 % 
Total Non-Controlled/Non-Affiliate Unitranche Secured Loans                       41,829       40,661       40,295       14.5 % 
Junior Secured Loans
                                                              
Aerospace & Defense
                                                              
AIM Aerospace, Inc.     L+9.00 %      10.38 %      8/2/2022       5,000       4,943       5,000       1.8 % 
                         5,000       4,943       5,000       1.8 % 
Banking, Finance, Insurance & Real Estate
                                                              
Confie Seguros Holdings II Co.     L+9.50 %      10.98 %      5/8/2019       8,594       8,361       8,336       3.0 % 
                         8,594       8,361       8,336       3.0 % 
Beverage, Food & Tobacco
                                                              
CSM Bakery Supplies LLC     L+7.75 %      9.08 %      7/5/2021       5,792       5,792       5,611       2.0 % 
                         5,792       5,792       5,611       2.0 % 
Healthcare & Pharmaceuticals
                                                              
Heartland Dental, LLC     L+8.50 %      9.75 %      7/31/2024       3,000       2,956       3,034       1.1 % 
                         3,000       2,956       3,034       1.1 % 
High Tech Industries
                                                              
Answers Finance, LLC     P+7.90 %      9.00 %(ac)      9/15/2021       394       392       386       0.1 % 
Micro Holdings Corp.     L+7.50 %      9.09 %      8/18/2025       3,000       2,971       3,021       1.1 % 
                         3,394       3,363       3,407       1.2%  

 
 
See Notes to Consolidated Financial Statements.

F-22


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2017
(in thousands, except for shares and units)

             
             
Portfolio Company(a)   Spread
Above
Index(b)
  Interest
Rate
  Maturity   Principal   Amortized
Cost
  Fair
Value(c)
  % of Net
Assets(d)
Media: Broadcasting & Subscription
                                                              
Mergermarket Bidco Limited     L+7.25 %      8.71 %      8/4/2025       4,500     $ 4,456     $ 4,522       1.6 % 
                         4,500       4,456       4,522       1.6 % 
Media: Diversified & Production
                                                              
The Octave Music Group, Inc. (fka SCP TPZ Acquisition, Inc.)     L+8.25 %      9.62 %      5/29/2022       5,000       4,947       5,006       1.8 % 
                         5,000       4,947       5,006       1.8 % 
Services: Consumer
                                                              
Education Corporation of America     L+11.00 %      12.69 %      12/31/2018       625       620       625       0.2 % 
Pre-Paid Legal Services, Inc. (Legal Shield)     L+9.00 %      10.57 %      7/1/2020       3,000       3,000       3,008       1.1 % 
                         3,625       3,620       3,633       1.3 % 
Total Non-Controlled/Non-Affiliate Junior Secured Loans                       38,905       38,438       38,549       13.8 % 
Equity Securities(t)(u)
                                                              
Banking, Finance, Insurance & Real Estate
                                                              
PKS Holdings, LLC (warrant to purchase 14,247 class A preferred units)(e)           (v)      11/30/2027             116       119       0.0 % 
                               116       119       0.0 % 
Healthcare & Pharmaceuticals
                                                              
Collaborative Neuroscience Network, LLC (warrant to purchase up to 2 LLC units)           (v)      12/27/2022                         0.0 % 
Collaborative Neuroscience Network, LLC (warrant to purchase up to 2 LLC units)           (v)      12/31/2027                         0.0 % 
                                           0.0 % 
High Tech Industries
                                                              
Answers Finance, LLC (76,539 shares of common stock)           (v)                  2,413       1,339       0.5 % 
                               2,413       1,339       0.5 % 
Hotels, Gaming & Leisure
                                                              
Playtime, LLC – Preferred Units (8,665 units)           (v)                  200       18       0.0 % 
                               200       18       0.0 % 
Media: Advertising, Printing & Publishing
                                                              
AdTheorent, Inc. (128,866 class A voting units)           (v)                  129       171       0.1 % 
InMobi Pte, Ltd. (represents the right to purchase 2.80% of the equity)(e)(m)           (v)      9/18/2025                   219       0.1 % 
                               129       390       0.2 % 
Retail
                                                              
The Tie Bar Operating Company, LLC – Class A Preferred Units (1,275 units)                             86       122       0.0 % 
The Tie Bar Operating Company, LLC –  Class B Preferred Units (1,275 units)                             1             0.0 % 
                               87       122       0.0 % 
Services: Business
                                                              
APCO Worldwide, Inc. (100 class A voting common stock)           (v)                  395       399       0.1 % 
                               395       399       0.1%  

 
 
See Notes to Consolidated Financial Statements.

F-23


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2017
(in thousands, except for shares and units)

             
             
Portfolio Company(a)   Spread
Above
Index(b)
  Interest
Rate
  Maturity   Principal   Amortized
Cost
  Fair
Value(c)
  % of Net
Assets(d)
Services: Consumer
                                                              
Education Corporation of America — Series G Preferred Stock (8,333 shares)     n/a       12.00% PIK                 $ 8,366     $ 8,429       3.0 % 
                               8,366       8,429       3.0 % 
Wholesale
                                                              
Nearly Natural, Inc. (152,174 class A units)           (v)                  152       152       0.1 % 
                               152       152       0.1 % 
Total Non-Controlled/Non-Affiliate Equity Securities                             11,858       10,968       3.9 % 
Total Non-Controlled/Non-Affiliate Company Investments                           $ 423,363     $ 425,747       152.8 % 
Non-Controlled Affiliate Company Investments(w)
                                                              
Senior Secured Loans
                                                              
Banking, Finance, Insurance & Real Estate
                                                              
American Community Homes, Inc.     L+8.00 %      9.57 %      7/22/2019       7,667     $ 7,592     $ 7,441       2.7 % 
American Community Homes, Inc.     L+12.50 %      9.57% Cash/
4.50% PIK
      7/22/2019       4,413       4,376       4,329       1.6 % 
American Community Homes, Inc.     L+12.50 %      9.57% Cash/
4.50% PIK
      n/a (x)      542       536       542       0.2 % 
American Community Homes, Inc.     L+8.00 %      9.57 %      7/22/2019       444       435       431       0.2 % 
American Community Homes, Inc.     L+12.50 %      9.57% Cash/
4.50% PIK
      7/22/2019       228       223       224       0.1 % 
American Community Homes, Inc. (Delayed Draw)(f)(g)     L+8.00 %      9.57 %      7/22/2019       444                   0.0 % 
American Community Homes, Inc. (Delayed Draw)(f)(g)     L+12.50 %      9.57% Cash/
4.50% PIK
      7/22/2019       222                   0.0 % 
                         13,960       13,162       12,967       4.8 % 
Consumer Goods: Non-Durable
                                                              
Millennial Brands LLC (fka Rocket Dog Brands, LLC)     n/a       12.00% PIK (y)      8/29/2019       1,157       1,157             0.0 % 
Millennial Brands LLC (fka Rocket Dog Brands, LLC)     n/a       15.00% PIK (y)      8/29/2019       422       416             0.0 % 
Millennial Brands LLC (fka Rocket Dog Brands, LLC)     n/a       17.00% PIK (y)      3/30/2018       235       235             0.0 % 
Millennial Brands LLC (fka Rocket Dog Brands, LLC)     n/a       16.50% PIK (y)      8/29/2019       550       534       550       0.2 % 
                         2,364       2,342       550       0.2 % 
Containers, Packaging & Glass
                                                              
Summit Container Corporation(h)     L+12.00 %      12.00% Cash/
2.00% PIK
      1/6/2019       3,593       3,576       3,421       1.2 % 
Summit Container Corporation(h)     L+12.00 %      12.00% Cash/
2.00% PIK
      1/6/2019       1,508       1,508       1,507       0.5 % 
                         5,101       5,084       4,928       1.7 % 
Healthcare & Pharmaceuticals
                          
Rockdale Blackhawk, LLC     L+13.00 %      14.57 %      3/31/2020       10,922       10,355       10,594       3.8 % 
Rockdale Blackhawk, LLC (Capex)     L+13.00 %      14.57 %      3/31/2020       549       549       533       0.2 % 
Rockdale Blackhawk, LLC (Revolver)     L+13.00 %      14.57 %      3/31/2020       1,849       1,849       1,797       0.6 % 
Rockdale Blackhawk, LLC (Revolver)     L+13.00 %      14.57 %      3/31/2020       3,236       3,236       3,145       1.1%  

 
 
See Notes to Consolidated Financial Statements.

F-24


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2017
(in thousands, except for shares and units)

             
             
Portfolio Company(a)   Spread
Above
Index(b)
  Interest
Rate
  Maturity   Principal   Amortized
Cost
  Fair
Value(c)
  % of Net
Assets(d)
SHI Holdings, Inc.(h)     L+10.25 %      11.82 %      7/10/2019       2,625     $ 2,608     $ 2,625       0.9 % 
SHI Holdings, Inc. (Revolver)(f)     L+10.25 %      11.82 %      7/10/2019       2,318       2,216       2,226       0.8 % 
                         21,499       20,813       20,920       7.4 % 
Retail
                                                              
Luxury Optical Holdings Co.     L+8.00 %      9.57% PIK       9/12/2019       4,249       4,218       3,697       1.3 % 
Luxury Optical Holdings Co. (Delayed Draw)(f)(g)     L+11.50 %      13.07 %      9/12/2019       1,176       741       741       0.3 % 
Luxury Optical Holdings Co. (Revolver)     L+8.00 %      9.57% PIK       9/12/2019       196       196       170       0.1 % 
TPP Operating, Inc.     L+6.00 %      7.57% PIK (y)      11/8/2018       9,370       9,330             0.0 % 
TPP Operating, Inc.     L+6.00 %      7.57 %(y)      11/8/2018       6,885       6,885       3,373       1.2 % 
TPP Operating, Inc.     L+9.61 %      11.18 %(y)      11/8/2018       4,593       4,593       4,593       1.6 % 
                         26,469       25,963       12,574       4.5 % 
Total Non-Controlled Affiliate Senior Secured Loans                       69,393       67,364       51,939       18.6 % 
Junior Secured Loans
                                                              
Consumer Goods: Non-Durable
                                                              
Millennial Brands LLC (fka Rocket Dog Brands LLC)     n/a       15.00% PIK (y)      5/1/2020       2,011       2,011             0.0 % 
                         2,011       2,011             0.0 % 
Total Non-Controlled Affiliate Company Junior Secured Loans                       2,011       2,011             0.0 % 
Equity Securities
                                                              
Banking, Finance, Insurance & Real Estate
                                                              
American Community Homes, Inc. (warrant to purchase up to 9.0% of the equity)           (v)      10/9/2024                   353       0.1 % 
                                     353       0.1 % 
Consumer Goods: Non-Durable
                                                              
Millennial Brands LLC (fka Rocket Dog Brands LLC)           (v)                              0.0 % 
Millennial Brands LLC (fka Rocket Dog Brands LLC)     n/a       15.00% PIK (y)                  967             0.0 % 
                               967             0.0 % 
Containers, Packaging & Glass
                                                              
Summit Container Corporation (warrant to purchase up to 19.50% of the equity)           (v)      1/6/2024                         0.0 % 
                                           0.0 % 
Healthcare & Pharmaceuticals
                                                              
Rockdale Blackhawk, LLC – LLC Units (18.03% of the LLC interest)           (v)                  1,093       5,673       2.0 % 
SHI Holdings, Inc. (24 shares of common stock)           (v)                  27       786       0.3 % 
                               1,120       6,459       2.3 % 
Retail
                                                              
Luxury Optical Holdings Co. (86 shares of common stock)           (v)                              0.0 % 
TPP Operating, Inc. (24 shares of common stock)           (v)                  1,953             0.0 % 
TPP Operating, Inc. (16 shares of common stock)(z)           (v)                  1,302             0.0 % 
                               3,255             0.0%  

 
 
See Notes to Consolidated Financial Statements.

F-25


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2017
(in thousands, except for shares and units)

             
             
Portfolio Company(a)   Spread
Above
Index(b)
  Interest
Rate
  Maturity   Principal   Amortized
Cost
  Fair
Value(c)
  % of Net
Assets(d)
Total Non-Controlled Affiliate Equity Securities                           $ 5,342     $ 6,812       2.4 % 
Total Non-Controlled Affiliate Company Investments                           $ 74,717     $ 58,751       21.0 % 
Controlled Affiliate Company Investments(aa)
                                                              
Equity Securities
                                                              
Investment Funds & Vehicles
                                                              
MRCC Senior Loan Fund I, LLC(e)                           $ 9,500     $ 9,640       3.5 % 
Total Controlled Affiliate Equity Securities                             9,500       9,640       3.5 % 
Total Controlled Affiliate Company Investments                           $ 9,500     $ 9,640       3.5 % 
TOTAL INVESTMENTS                           $ 507,580     $ 494,138       177.3 % 

(a) All of our investments are issued by eligible portfolio companies, as defined in the Investment Company Act of 1940 (the “1940 Act”), unless otherwise noted. All of our investments are issued by U.S. portfolio companies unless otherwise noted.
(b) The majority of the investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) or Prime Rate (“Prime” or “P”) which reset daily, monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR or Prime and the current contractual interest rate in effect at December 31, 2017. Certain investments are subject to a LIBOR or Prime interest rate floor.
(c) Because there is no readily available market value for these investments, the fair value of these investments is determined in good faith using significant unobservable inputs by our board of directors as required by the Investment Company Act of 1940. (See Note 4 in the accompanying notes to the consolidated financial statements.)
(d) Percentages are based on net assets of $278,699 as of December 31, 2017.
(e) This investment is treated as a non-qualifying investment under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2017, non-qualifying assets totaled 13.13% of the Company’s total assets excluding prepaid expenses.
(f) All or a portion of this commitment was unfunded at December 31, 2017. As such, interest is earned only on the funded portion of this commitment.
(g) This delayed draw loan requires that certain financial covenants be met by the portfolio company prior to any fundings.
(h) All of this loan is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP and is therefore not collateral to the Company’s revolving credit facility.
(i) A portion of this loan (principal of $2,113) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP and is therefore not collateral to the Company’s revolving credit facility.
(j) A portion of the PIK interest rate for Cornerstone Detention Products, Inc. is structured as a fee paid upon the termination of the commitment. The fee currently accrues at 2.33% per annum.
(k) This investment represents a senior secured note that is traded in the secondary bond market.
(l) The PIK portion of the interest rate for Landpoint, LLC is structured as a fee paid upon the termination of the commitment. The fee currently accrues at 2.25% per annum.
(m) This is an international company.
(n) This term loan is denominated in Great Britain pounds and is translated into U.S. dollars as of the valuation date.

 
 
See Notes to Consolidated Financial Statements.

F-26


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2017
(in thousands, except for shares and units)

(o) A portion of the PIK interest rate for TRG, LLC is structured as a fee paid upon the termination of the commitment. The fee currently accrues at 2.92% per annum.
(p) A portion of this loan (principal of $4,099) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP and is therefore not collateral to the Company’s revolving credit facility.
(q) A portion of the PIK interest rate for Vacation Innovations, LLC is structured as a fee paid upon the termination of the commitment. The fee currently accrues at 1.81% per annum.
(r) The PIK portion of the interest rate for Peerless Network, Inc. is structured as a fee paid upon the termination of the commitment. The fee currently accrues at 0.75% per annum.
(s) A portion of this loan (principal of $4,477) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP and is therefore not collateral to the Company’s revolving credit facility.
(t) Represents less than 5% ownership of the portfolio company’s voting securities.
(u) Ownership of certain equity investments may occur through a holding company or partnership.
(v) Represents a non-income producing security.
(w) As defined in the 1940 Act, the Company is deemed to be an “Affiliated Person” of the portfolio company as it owns five percent or more of the portfolio company’s voting securities. See Note 5 in the accompanying notes to the consolidated financial statements for additional information on transactions in which the issuer was an Affiliated Person (but not a portfolio company that the Company is deemed to control).
(x) This is a demand note with no stated maturity.
(y) This position was on non-accrual status as of December 31, 2017, meaning that the Company has ceased accruing interest income on the position. See Note 2 in the accompanying notes to the consolidated financial statements for additional information on the Company’s accounting policies.
(z) This investment is held in a wholly owned entity, MCC Holdco Equity Manager I, LLC (“MCC Holdco”), which has an independent manager who has full control over the operations of MCC Holdco, including the right to vote the shares of TPP Holdco LLC, the holding company which owns the Company’s equity interest in TPP. See Note 5 in the accompanying notes to the consolidated financial statements for additional information.
(aa) As defined in the 1940 Act, the Company is deemed to be both an “Affiliated Person” of and to “Control” this portfolio company as it owns more than 25% in company’s voting securities. See Note 5 in the accompanying notes to the consolidated financial statements for additional information on transactions in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to Control.
(ab) The Company structures its unitranche secured loans as senior secured loans. The Company obtains security interests in the assets of these portfolio companies that serve as collateral in support of the repayment of these loans. This collateral may take the form of first-priority liens on the assets of a portfolio company. Generally, the Company syndicates a “first out” portion of the loan to an investor and retains a “last out” portion of the loan, in which case the “first out” portion of the loan will generally receive priority with respect to payments of principal, interest and any other amounts due thereunder. Unitranche structures combine characteristics of traditional first lien senior secured as well as second lien and subordinated loans and the Company’s unitranche secured loans will expose the Company to the risks associated with second lien and subordinated loans and may limit the Company’s recourse or ability to recover collateral upon a portfolio company’s bankruptcy. Unitranche secured loans typically provide for moderate loan amortization in the initial years of the facility, with the majority of the amortization deferred until loan maturity. Unitranche secured loans generally allow the borrower to make a large lump sum payment of principal at the end of the loan term, and there is a risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity. In many cases the Company, together with its affiliates, are the sole or majority lender of these unitranche secured loans, which can afford the Company additional influence with a borrower in terms of monitoring and, if necessary, remediation in the event of underperformance.
(ac) This term loan is subject to a prime rate cap of 1.10%.

n/a — not applicable

 
 
See Notes to Consolidated Financial Statements.

F-27


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 1. Organization and Principal Business

Monroe Capital Corporation (and together with its subsidiaries, the “Company”) was formed in February 2011 to act as an externally managed non-diversified, closed-end management investment company and has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company had no substantive operating activities prior to October 24, 2012, the date of its initial public offering. Monroe Capital’s investment objective is to maximize the total return to its stockholders in the form of current income and capital appreciation through investment in senior secured, junior secured and unitranche secured (a combination of senior secured and junior secured debt in the same facility in which the Company syndicates a “first out” portion of the loan to an investor and retains a “last out” portion of the loan) debt and, to a lesser extent, unsecured subordinated debt and equity investments. The Company is managed by Monroe Capital BDC Advisors, LLC (“MC Advisors”), a registered investment adviser under the Investment Advisers Act of 1940, as amended. In addition, for U.S. federal income tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

On February 28, 2014, the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP (“MRCC SBIC”), a Delaware limited partnership, received a license from the Small Business Administration (“SBA”) to operate as a Small Business Investment Company (“SBIC”) under Section 301(c) of the Small Business Investment Act of 1958, as amended. MRCC SBIC commenced operations on September 16, 2013. See Note 7 for additional information.

On September 12, 2018, the Company closed a public offering of $69,000 in aggregate principal amount of senior unsecured notes (“2023 Notes”). The 2023 Notes will mature on October 31, 2023. See Note 7 for additional information.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The accompanying consolidated financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on Form 10-K and Articles 6 or 10 of Regulation S-X. The Company has determined it meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC Topic 946”). Certain prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Consolidation

As permitted under Regulation S-X and ASC Topic 946, the Company will generally not consolidate its investment in a portfolio company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries, MRCC SBIC and its wholly-owned general partner MCC SBIC GP, LLC, MRCC Holding Company I, LLC, MRCC Holding Company II, LLC, and MRCC Holding Company III, LLC, in its consolidated financial statements. All intercompany balances

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 2. Summary of Significant Accounting Policies  – (continued)

and transactions have been eliminated. The Company does not consolidate its non-controlling interest in MRCC Senior Loan Fund I, LLC (“SLF”). See further description of the Company’s investment in SLF in Note 3.

Fair Value of Financial Instruments

The Company applies fair value to substantially all of its financial instruments in accordance with ASC Topic 820 — Fair Value Measurements and Disclosures (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework used to measure fair value, and requires disclosures for fair value measurements, including the categorization of financial instruments into a three-level hierarchy based on the transparency of valuation inputs. See Note 4 for further discussion regarding the fair value measurements and hierarchy.

ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. The Company believes that the carrying amounts of its other financial instruments such as cash, receivables and payables approximate the fair value of such items due to the short maturity of such instruments.

Revenue Recognition

The Company’s revenue recognition policies are as follows:

Investments and related investment income:  Interest and dividend income are recorded on the accrual basis to the extent that the Company expects to collect such amounts. Interest income is accrued based upon the outstanding principal amount and contractual terms of debt and preferred equity investments. Interest is accrued on a daily basis. All other income is recorded into income when earned. The Company records fees on loans based on the determination of whether the fee is considered a yield enhancement or payment for a service. If the fee is considered a yield enhancement associated with a funding of cash on a loan, the fee is generally deferred and recognized into interest income using the effective interest method if captured in the cost basis or using the straight-line method if the loan is unfunded and therefore there is no cost basis. If the fee is not considered a yield enhancement because a service was provided, and the fee is payment for that service, the fee is deemed earned and recognized as fee income in the period the service has been completed.

Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies. Each distribution received from limited liability company (“LLC”) and limited partnership (“LP”) investments is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment. For the years ended December 31, 2018, 2017, and 2016, the Company received return of capital distributions from its preferred equity investments and its investment in LLC equity interest in SLF of $11,167, zero and zero.

Loan origination fees, original issue discount and market discount or premiums are capitalized, and the Company then amortizes such amounts using the effective interest method as interest income over the life of the investment. Unamortized discounts and loan origination fees totaled $5,172 and $8,005 as of December 31, 2018 and 2017, respectively. Upfront loan origination and closing fees received for the years ended December 31, 2018, 2017 and 2016 totaled $3,378, $4,486 and $3,100 respectively. For the years ended December 31, 2018, 2017 and 2016, interest income included $2,263, $1,860 and $1,556 of accretion of loan origination fees, original issue discounts and market discounts or premiums. Upon the prepayment of a loan or debt security, any unamortized premium or discount or loan origination fees are recorded as interest income.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 2. Summary of Significant Accounting Policies  – (continued)

For the years ended December 31, 2018, 2017 and 2016, interest income included $1,088, $1,790 and $995 of unamortized discount or loan origination fees recorded as interest income upon prepayment of a loan or debt security, respectively.

The Company has certain investments in its portfolio that contain a payment-in-kind (“PIK”) interest provision, which represents contractual interest or dividends that are added to the principal balance and recorded as income. For the years ended December 31, 2018, 2017 and 2016, interest income included $2,247, $1,729 and $2,027 of PIK interest, respectively. For the years ended December 31, 2018, 2017 and 2016, dividend income included $819, $241 and zero of PIK dividends, respectively. The Company stops accruing PIK interest or PIK dividend when it is determined that PIK interest or PIK dividend is no longer collectible. To maintain RIC tax treatment, and to avoid corporate tax, substantially all of this income must be paid out to stockholders in the form of distributions, even though the Company has not yet collected the cash.

Investment transactions are recorded on a trade-date basis. Realized gains or losses on portfolio investments are calculated based upon the difference between the net proceeds from the disposition and the amortized cost basis of the investment, without regard to unrealized gains or losses previously recognized. Realized gains and losses are recorded within net realized gain (loss) in the consolidated statements of operations. Changes in the fair value of investments from the prior period, as determined by the Company’s board of directors (the “Board”) through the application of the Company’s valuation policy, are included within net change in unrealized gain (loss) in the consolidated statements of operations.

Non-accrual:  Loans or preferred equity securities are placed on non-accrual status when principal, interest or dividend payments become materially past due, or when there is reasonable doubt that principal, interest or dividends will be collected. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal, interest, or dividends are paid, and, in management’s judgment are likely to remain current. The fair value of the Company’s investments on non-accrual status totaled $16,802 and $8,516 at December 31, 2018 and 2017, respectively.

Partial loan sales:  The Company follows the guidance in ASC Topic 860 — Transfers and Servicing (“ASC Topic 860”), when accounting for loan participations and other partial loan sales. Such guidance requires a participation or other partial loan sale to meet the definition of a “participating interest,” as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest remain as an investment on the Company’s consolidated statements of assets and liabilities and the proceeds are recorded as a secured borrowing in the liabilities section of the consolidated statements of assets and liabilities until the definition of a sale is met. For these partial loan sales, the interest earned on the entire loan balance is recorded within “interest income” and the interest earned by the buyer in the partial loan sale is recorded within “interest and other debt financing expenses” in the accompanying consolidated statements of operations. Changes in the fair value of secured borrowings from the prior period, as determined by the Board through the application of the Company’s valuation policy, are included as changes in unrealized gain (loss) on secured borrowings in the consolidated statements of operations. See Note 7 for additional information.

Distributions

Distributions to common stockholders are recorded on the record date. The amount, if any, to be distributed is determined by the Board each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are generally distributed at least annually.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 2. Summary of Significant Accounting Policies  – (continued)

The determination of the tax attributes for the Company’s distributions is made annually, based upon its taxable income for the full year and distributions paid for the full year. Ordinary dividend distributions from a RIC do not qualify for the preferential tax rate on qualified dividend income from domestic corporations and qualified foreign corporations, except to the extent that the RIC received the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations. The tax attributes for distributions will generally include both ordinary income and capital gains, but may also include qualified dividends or return of capital.

The Company has adopted a dividend reinvestment plan (“DRIP”) that provides for the reinvestment of dividends on behalf of its stockholders, unless a stockholder has elected to receive dividends in cash. As a result, if the Company declares a cash dividend, the Company’s stockholders who have not “opted out” of the DRIP at least three days prior to the dividend payment date will have their cash dividend automatically reinvested into additional shares of the Company’s common stock. The Company has the option to satisfy the share requirements of the DRIP through the issuance of new shares of common stock or through open market purchases of common stock by the DRIP plan administrator. Newly issued shares are valued based upon the final closing price of the Company’s common stock on a date determined by the Board. Shares purchased in the open market to satisfy the DRIP requirements will be valued based upon the average price of the applicable shares purchased by the DRIP plan administrator, before any associated brokerage or other costs. See Note 10 for additional information.

Earnings per Share

In accordance with the provisions of ASC Topic 260 — Earnings per Share (“ASC Topic 260”), basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. The weighted average shares outstanding utilized in the calculation of earnings per share take into account share issues on the issuance date and the Company’s repurchases of its common stock on the repurchase date. See Note 11 for additional information on the Company’s share activity. For the years presented in these consolidated financial statements, there were no potentially dilutive common shares issued.

Segments

In accordance with ASC Topic 280 — Segment Reporting, the Company has determined that it has a single reporting segment and operating unit structure.

Cash

The Company deposits its cash in a financial institution and, at times, such balances may be in excess of the Federal Deposit Insurance Corporation insurance limits.

Restricted Cash

Restricted cash includes amounts held within MRCC SBIC. Cash held within an SBIC is generally restricted to the originations of new loans from the SBIC and the payment of SBA debentures and related interest expense.

Unamortized Deferred Financing Costs

Deferred financing costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. As of December 31, 2018 and 2017, the Company had unamortized deferred financing costs of $6,262 and $4,670, respectively, presented as a direct reduction of the carrying amount of debt on the consolidated statements of assets and liabilities. These amounts are amortized and included in interest expense in the consolidated statements of operations over the estimated average life of the borrowings. Amortization of deferred financing costs for the years ended December 31, 2018, 2017 and 2016 was $1,410, $1,042 and $820, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 2. Summary of Significant Accounting Policies  – (continued)

Offering Costs

Offering costs include, among other things, fees paid in relation to legal, accounting, regulatory and printing work completed in preparation of debt and equity offerings. Offering costs from equity offerings are charged against the proceeds from the offering within the consolidated statements of changes in net assets. Offering costs from debt offerings are reclassed to deferred financing costs on the consolidated statements of assets and liabilities as noted above. As of December 31, 2018 and 2017, other assets on the consolidated statements of assets and liabilities included $328 and $494, respectively, of deferred offering costs which will be charged against the proceeds from future debt or equity offerings when received.

Investments Denominated in Foreign Currency

As of both December 31, 2018 and 2017, the Company held investments in two portfolio companies that were denominated in Great Britain pounds.

At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into U.S. dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into U.S. dollars using the rates of exchange prevailing on the respective dates of such transactions.

Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into U.S. dollars using the applicable foreign exchange rates described above, the Company does not isolate that portion of the change in fair values resulting from foreign currency exchange rates fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net change in unrealized gain (loss) in the Company’s consolidated statements of operations.

Investments denominated in foreign currencies and foreign currency transactions may involve certain consideration and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.

Derivative Instruments

The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Foreign currency forward contracts are marked-to-market based on the difference between the forward rate and the exchange rate at the current period end. Unrealized gain (loss) on foreign currency forward contracts are recorded on the Company’s consolidated statements of assets and liabilities by counterparty on a net basis.

The Company does not utilize hedge accounting and as such values its derivatives at fair value with the unrealized gain or loss recorded in net change in unrealized gain (loss) from foreign currency and other transactions and the realized gain or loss recorded in net realized gain (loss) from foreign currency forward contracts in the Company’s consolidated statements of operations.

Income Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the tax treatment available to RICs. To maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements and distribute to stockholders, for each taxable year, at least 90% of the Company’s “investment company taxable income,” which is generally the Company’s net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses. If the Company qualifies as a RIC and satisfies the annual distribution requirement, the Company will not have to pay corporate-level federal income taxes on any income that the Company distributes to its stockholders. The Company intends to make

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 2. Summary of Significant Accounting Policies  – (continued)

distributions in an amount sufficient to maintain RIC status each year and to avoid any federal income taxes on income. The Company will also be subject to nondeductible federal excise taxes if the Company does not distribute at least 98% of net ordinary income, 98.2% of any capital gain net income, if any, and any recognized and undistributed income from prior years for which it paid no federal income taxes. To the extent that the Company determines that its estimated current year annual taxable income may exceed estimated current year dividend distributions, the Company accrues excise tax, if any, calculated as 4% of the estimated excess taxable income as taxable income is earned. For the years ended December 31, 2018, 2017 and 2016, $11, $100 and $679, respectively, were recorded on the consolidated statements of operations for U.S. federal excise taxes. As of December 31, 2018 and 2017, payables for excise taxes of zero, and $80, respectively, were included in accounts payable and accrued expenses on the consolidated statements of assets and liabilities.

The Company accounts for income taxes in conformity with ASC Topic 740 — Income Taxes (“ASC Topic 740”). ASC Topic 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in the consolidated financial statements. ASC Topic 740 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertain tax benefits in income tax expense. There were no material uncertain income tax positions through December 31, 2018. The 2015 through 2018 tax years remain subject to examination by U.S. federal and state tax authorities.

Subsequent Events

The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the consolidated financial statements were issued. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-K or would be required to be recognized in the consolidated financial statements as of and for the year ended December 31, 2018, except as disclosed in Note 14.

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) (“ASU 2014-09”). The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

ASU 2014-09 also specified the accounting for some costs to obtain or fulfill a contract with a customer. In addition, ASU 2014-09 requires that an entity disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The initial effective date of ASU 2014-09 was for fiscal periods beginning after December 15, 2016. However, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (ASC Topic 606): Deferral of the Effective Date, which deferred the effective date to fiscal periods beginning after December 15, 2017. The Company adopted ASU 2014-09 on January 1, 2018, and the adoption did not have a material impact on the Company’s consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 2. Summary of Significant Accounting Policies  – (continued)

retains many current requirements for the classification and measurement of financial instruments; however, it significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. ASU 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. This guidance was effective for annual and interim periods beginning after December 15, 2017, and early adoption was not permitted for public business entities. The Company adopted ASU 2016-01 on January 1, 2018, and the adoption did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The primary objective of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements in the notes to the financial statements. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted. Management is currently evaluating the impact these changes will have on the Company’s consolidated financial statements and disclosures.

In August 2018, the SEC issued Final Rule Release No. 33-10532, Disclosure Update and Simplification, which amended certain SEC disclosure requirements that have become redundant, duplicative, overlapping, outdated, or superseded, in light of other SEC disclosure requirements, U.S. GAAP requirements, or changes in the information environment. As it pertains to the Company, the amendments included certain presentation changes to the net assets section of the consolidated statements of assets and liabilities and the consolidated statements of changes in net assets (among other changes). The amendments were effective for all filings submitted on or after November 5, 2018. The Company adopted the final rules, and the adoption did not have a material impact on the Company’s consolidated financial statements.

Note 3. Investments

The following tables show the composition of the investment portfolio, at amortized cost and fair value (with corresponding percentage of total portfolio investments):

       
  December 31, 2018   December 31, 2017
Amortized Cost:
                                   
Senior secured loans   $ 443,381       78.6 %    $ 399,770       78.8 % 
Unitranche secured loans     60,029       10.7       40,661       8.0  
Junior secured loans     20,468       3.6       40,449       8.0  
LLC equity interest in SLF     27,200       4.8       9,500       1.8  
Equity securities     13,046       2.3       17,200       3.4  
Total   $ 564,124       100.0 %    $ 507,580       100.0 % 

       
  December 31, 2018   December 31, 2017
Fair Value:
                                   
Senior secured loans   $ 439,068       79.3 %    $ 387,874       78.5 % 
Unitranche secured loans     58,852       10.6       40,295       8.2  
Junior secured loans     21,154       3.8       38,549       7.8  
LLC equity interest in SLF     27,634       5.0       9,640       1.9  
Equity securities     6,913       1.3       17,780       3.6  
Total   $ 553,621       100.0 %    $ 494,138       100.0 % 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 3. Investments  – (continued)

The following tables show the composition of the investment portfolio by geographic region, at amortized cost and fair value (with corresponding percentage of total portfolio investments). The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company’s business:

       
  December 31, 2018   December 31, 2017
Amortized Cost:
                                   
International   $ 19,279       3.4 %    $ 13,858       2.7 % 
Midwest     127,364       22.6       98,907       19.5  
Northeast     129,417       22.9       142,742       28.1  
Southeast     121,312       21.5       84,108       16.6  
Southwest     52,272       9.3       59,335       11.7  
West     114,480       20.3       108,630       21.4  
Total   $ 564,124       100.0 %    $ 507,580       100.0 % 

       
  December 31, 2018   December 31, 2017
Fair Value:
                                   
International   $ 19,205       3.5 %    $ 14,632       3.0 % 
Midwest     124,667       22.5       98,390       19.9  
Northeast     127,607       23.0       143,942       29.1  
Southeast     118,161       21.3       85,293       17.3  
Southwest     50,657       9.2       47,968       9.7  
West     113,324       20.5       103,913       21.0  
Total   $ 553,621       100.0 %    $ 494,138       100.0 % 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 3. Investments  – (continued)

The following tables show the composition of the investment portfolio by industry, at amortized cost and fair value (with corresponding percentage of total portfolio investments):

       
  December 31, 2018   December 31, 2017
Amortized Cost:
                                   
Aerospace & Defense   $       %    $ 4,943       1.0 % 
Automotive     2,891       0.5              
Banking, Finance, Insurance & Real Estate     58,088       10.3       60,519       11.9  
Beverage, Food & Tobacco     16,097       2.9       17,888       3.5  
Capital Equipment     4,996       0.9              
Chemicals, Plastics & Rubber     15,259       2.7       8,734       1.7  
Construction & Building     24,842       4.4       10,006       2.0  
Consumer Goods: Durable     15,736       2.8       11,625       2.3  
Consumer Goods: Non-Durable     19,864       3.5       29,982       5.9  
Containers, Packaging & Glass     9,983       1.8       5,084       1.0  
Energy: Oil & Gas     2,527       0.4       2,372       0.5  
Environmental Industries     12,169       2.2       4,359       0.9  
Healthcare & Pharmaceuticals     54,243       9.6       59,613       11.7  
High Tech Industries     95,495       16.9       46,124       9.1  
Hotels, Gaming & Leisure     18,780       3.3       41,924       8.2  
Investment Funds & Vehicles     27,200       4.8       9,500       1.9  
Media: Advertising, Printing & Publishing     21,217       3.8       22,647       4.5  
Media: Broadcasting & Subscription     4,458       0.8       15,712       3.1  
Media: Diversified & Production     4,957       0.9       4,947       1.0  
Retail     36,778       6.5       60,005       11.8  
Services: Business     57,715       10.2       41,195       8.1  
Services: Consumer     18,734       3.3       21,263       4.2  
Telecommunications                 3,089       0.6  
Utilities: Electric                 2,759       0.5  
Utilities: Water     14,556       2.6              
Wholesale     27,539       4.9       23,290       4.6  
Total   $ 564,124       100.0 %    $ 507,580       100.0 % 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 3. Investments  – (continued)

       
  December 31, 2018   December 31, 2017
Fair Value:
                                   
Aerospace & Defense   $       %    $ 5,000       1.0 % 
Automotive     2,883       0.5              
Banking, Finance, Insurance & Real Estate     55,839       10.1       61,407       12.4  
Beverage, Food & Tobacco     15,544       2.8       17,770       3.6  
Capital Equipment     4,995       0.9              
Chemicals, Plastics & Rubber     14,971       2.7       8,860       1.8  
Construction & Building     24,942       4.5       10,057       2.0  
Consumer Goods: Durable     15,552       2.8       11,808       2.4  
Consumer Goods: Non-Durable     19,181       3.5       24,717       5.0  
Containers, Packaging & Glass     9,694       1.8       4,928       1.0  
Energy: Oil & Gas     2,516       0.4       2,352       0.5  
Environmental Industries     12,195       2.2       4,457       0.9  
Healthcare & Pharmaceuticals     52,769       9.5       65,582       13.3  
High Tech Industries     93,698       16.9       46,239       9.4  
Hotels, Gaming & Leisure     20,264       3.7       42,744       8.6  
Investment Funds & Vehicles     27,634       5.0       9,640       2.0  
Media: Advertising, Printing & Publishing     21,908       4.0       23,264       4.7  
Media: Broadcasting & Subscription     4,483       0.8       15,965       3.2  
Media: Diversified & Production     5,000       0.9       5,006       1.0  
Retail     33,863       6.1       41,644       8.4  
Services: Business     57,592       10.4       41,724       8.5  
Services: Consumer     15,849       2.9       21,474       4.3  
Telecommunications                 3,152       0.6  
Utilities: Electric                 2,792       0.6  
Utilities: Water     14,509       2.6              
Wholesale     27,740       5.0       23,556       4.8  
Total   $ 553,621       100.0 %    $ 494,138       100.0 % 

MRCC Senior Loan Fund I, LLC

The Company co-invests with NLV Financial Corporation (“NLV”), in senior secured loans through SLF, an unconsolidated Delaware LLC. SLF is capitalized as underlying investment transactions are completed, taking into account available debt and equity commitments available for funding these investments. All portfolio and investment decisions in respect to SLF must be approved by the SLF investment committee, consisting of one representative from the Company and one representative from NLV. SLF may cease making new investments upon notification of either member but operations will continue until all investments have been sold or paid-off in the normal course of business. Investments held by SLF are measured at fair value using the same valuation methodologies as described in Note 4. The Company’s investment is illiquid in nature as SLF does not allow for withdrawal from the LLC or the sale of a member’s interest unless approved by the board of members of SLF. The full withdrawal of a member would result in an orderly wind-down of SLF.

SLF’s profits and losses are allocated to the Company and NLV in accordance with their respective ownership interests. As of both December 31, 2018 and 2017, the Company and NLV each owned 50.0% of the LLC equity interests of SLF. As of December 31, 2018, SLF had $100,000 in equity commitments from

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 3. Investments  – (continued)

its members (in the aggregate), of which $54,400 was funded. As of December 31, 2017, SLF had $100,000 in equity commitments from its members (in the aggregate), of which $19,000 was funded.

As of both December 31, 2018 and 2017, the Company had committed to fund $50,000 of LLC equity interest subscriptions to SLF. As of December 31, 2018 and 2017, $27,200 and $9,500 of the Company’s LLC equity interest subscriptions to SLF had been called and contributed, net of return of capital distributions subject to recall, respectively.

For the year ended December 31, 2018, the Company received $1,725 of dividend income from the SLF LLC equity interests. For the years ended December 31, 2017 and 2016, the Company did not receive dividend income from the SLF LLC equity interests, as the Company did not make its investment in SLF until November 2017.

SLF has entered into a senior secured revolving credit facility (as amended, the “SLF Credit Facility”) with Capital One, N.A., through its wholly-owned subsidiary MRCC Senior Loan Fund I Financing SPV, LLC (“SLF SPV”), which as of December 31, 2018 allowed SLF SPV to borrow up to $150,000 at any one time, subject to leverage and borrowing base restrictions. On January 9, 2019, the SLF SPV closed a $20,000 upsize to the SLF Credit Facility, bringing the maximum amount the SLF SPV is able to borrow up to $170,000. Borrowings under the SLF Credit Facility bear interest at an annual rate of LIBOR (three-month) plus 2.25%. The maturity date on the SLF Credit Facility is March 22, 2023.

SLF does not pay any fees to MC Advisors or its affiliates; however, SLF has entered into an administration agreement with MC Management, pursuant to which certain loan servicing and administrative functions are delegated to MC Management. SLF may reimburse MC Management for its allocable share of overhead and other expenses incurred by MC Management. For the years ended December 31, 2018, 2017, and 2016, SLF incurred $72, zero, and zero, of allocable expenses, respectively. There are no agreements or understandings by which the Company guarantees any SLF obligations.

As of December 31, 2018 and 2017, SLF had total assets at fair value of $177,122 and $41,641, respectively. As of both December 31, 2018 and 2017, SLF had zero portfolio company investments on non-accrual status. The portfolio companies in SLF are in industries and geographies similar to those in which the Company may invest directly. Additionally, as of December 31, 2018 and 2017, SLF had commitments to fund various undrawn revolvers and delayed draw investments to its portfolio companies totaling $5,466 and $2,083, respectively.

Below is a summary of SLF’s portfolio, followed by a listing of the individual investments in SLF’s portfolio as of December 31, 2018 and 2017:

   
  December 31,
2018
  December 31,
2017
Senior secured loans(1)     174,267       29,438  
Weighted average current interest rate on senior secured loans(2)     7.6 %      7.1 % 
Number of borrowers in SLF     50       8  
Largest portfolio company investment(1)     6,930       7,000  
Total of five largest portfolio company investments(1)     27,489       23,500  

(1) Represents outstanding principal amount, excluding unfunded commitments.
(2) Computed as the (a) annual stated interest rate on accruing senior secured loans divided by (b) total senior secured loans at outstanding principal amount.

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 3. Investments  – (continued)

MRCC SENIOR LOAN FUND I, LLC
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2018
(in thousands)

         
Portfolio Company(a)   Spread Above
Index(b)
  Interest
Rate(b)
  Maturity   Principal   Fair Value
Non-Controlled/Non-Affiliate Company Investments
                                            
Senior Secured Loans
                                            
Aerospace & Defense
                                            
IMIA Holdings, Inc.     L+4.50 %      7.30 %      10/28/2024       4,320     $ 4,341  
IMIA Holdings, Inc. (Revolver)(c)     L+4.50 %      7.30 %      10/28/2024       680        
MAG Aerospace Industries, Inc.     L+4.75 %      7.27 %      6/6/2025       3,284       3,267  
Novaria Holding, LLC(d)     L+4.75 %      7.27 %      12/19/2024       4,333       4,290  
The KEYW Corporation     L+4.50 %      6.89 %      5/8/2024       1,488       1,473  
Trident Maritime SH, Inc.     L+5.50 %      8.30 %      6/4/2024       4,637       4,623  
Trident Maritime SH, Inc. (Revolver)(c)     L+5.50 %      8.30 %      6/4/2024       340        
                         19,082       17,994  
Automotive
                                            
Wheel Pros, LLC     L+4.75 %      7.27 %      4/4/2025       3,980       3,920  
                         3,980       3,920  
Banking, Finance, Insurance & Real Estate
                                            
Kestra Financial, Inc.(d)     L+4.25 %      6.77 %      6/24/2022       3,564       3,537  
MTC Intermediate Holdco, Inc.     L+4.50 %      7.02 %      1/30/2023       4,963       4,963  
Pivotal Payments Inc.     P+3.50 %      9.00 %      9/26/2025       2,902       2,873  
Pivotal Payments Inc. (Delayed Draw)(c)     L+4.50 %      6.98 %      9/26/2025       841       518  
Zenith Merger Sub, Inc.     L+5.50 %      8.30 %      12/13/2023       3,713       3,701  
                         15,983       15,592  
Beverage, Food & Tobacco
                                            
Il Fornaio (America) Corporation     L+6.50 %      9.02 %      11/10/2022       4,894       4,847  
SW Ingredients Holdings, LLC     L+4.25 %      7.05 %      7/3/2025       3,731       3,709  
US Salt, LLC     L+4.75 %      7.27 %      11/30/2023       3,474       3,474  
                         12,099       12,030  
Capital Equipment
                                            
Analogic Corporation     L+6.00 %      8.52 %      6/24/2024       4,988       4,786  
                         4,988       4,786  
Chemicals, Plastics & Rubber
                                            
Loparex International B.V.     L+4.25 %      7.05 %      4/11/2025       498       490  
Peach State Labs, LLC     L+6.50 %      8.85 %      6/30/2021       2,850       2,825  
                         3,348       3,315  
Construction & Building
                                            
Fastener Acquisition, Inc.     L+4.25 %      7.05 %      3/28/2025       1,323       1,256  
The Cook & Boardman Group, LLC     L+5.75 %      8.55 %      10/20/2025       3,000       2,978  
                         4,323       4,234  

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 3. Investments  – (continued)

         
Portfolio Company(a)   Spread Above
Index(b)
  Interest
Rate(b)
  Maturity   Principal   Fair Value
Consumer Goods: Durable
                                            
International Textile Group, Inc.     L+5.00 %      7.35 %      5/1/2024       1,852     $ 1,819  
SSH Group Holdings, Inc.     L+4.25 %      6.77 %      7/30/2025       2,327       2,240  
                         4,179       4,059  
Consumer Goods: Non-Durable
                                            
PH Beauty Holdings III, Inc.     L+5.00 %      7.52 %      9/26/2025       1,995       1,925  
                         1,995       1,925  
Containers, Packaging & Glass
                                            
Port Townsend Holdings Company, Inc.     L+4.75 %      7.27 %      4/3/2024       4,887       4,893  
PVHC Holding Corp     L+4.75 %      7.57 %      8/5/2024       3,317       3,333  
PVHC Holding Corp (Delayed Draw) (c)     L+4.75 %      7.57 %      8/5/2024       425        
                         8,629       8,226  
Energy: Oil & Gas
                                            
Drilling Info Holdings, Inc.     L+4.25 %      6.77 %      7/30/2025       4,307       4,296  
Drilling Info Holdings, Inc. (Delayed Draw)(c)     L+4.25 %      6.77 %      7/30/2025       350        
                         4,657       4,296  
Healthcare & Pharmaceuticals
                                            
LSCS Holdings, Inc.     L+4.25 %      6.77 %      3/17/2025       2,328       2,316  
LSCS Holdings, Inc.     L+4.25 %      6.96 %      3/17/2025       601       598  
Radiology Partners, Inc.     L+4.25 %      6.87 %      7/9/2025       4,988       4,900  
Solara Medical Supplies, LLC     L+6.00 %      8.52 %      5/31/2023       5,571       5,594  
Solara Medical Supplies, LLC (Delayed Draw)(c)     L+6.00 %      8.52 %      5/31/2023       1,071        
Solara Medical Supplies, LLC
(Revolver)(c)
    L+6.00 %      8.52 %      5/31/2023       714        
                         15,273       13,408  
High Tech Industries
                                            
AQA Acquisition Holding, Inc.     L+4.25 %      7.05 %      5/24/2023       3,325       3,308  
Corel Corporation(d)     L+5.00 %      7.71 %      6/4/2024       3,786       3,749  
Gigamon, Inc.     L+4.25 %      7.05 %      12/27/2024       2,970       2,933  
TGG TS Acquisition Company(d)     L+6.50 %      9.02 %      12/12/2025       4,400       4,241  
                         14,481       14,231  
Media: Advertising, Printing & Publishing
                                            
Cadent, LLC     L+5.25 %      7.71 %      9/11/2023       4,988       4,975  
Cadent, LLC (Revolver)(c)     L+5.25 %      7.71 %      9/11/2023       167        
                         5,155       4,975  
Media: Diversified & Production
                                            
Research Now Group, Inc. and Survey Sampling International, LLC     L+5.50 %      8.02 %      12/20/2024       6,930       6,817  
                         6,930       6,817  

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TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 3. Investments  – (continued)

         
Portfolio Company(a)   Spread Above
Index(b)
  Interest
Rate(b)
  Maturity   Principal   Fair Value
Services: Business
                                            
CHA Holdings, Inc.     L+4.50 %      7.30 %      4/10/2025       2,043     $ 2,041  
CHA Holdings, Inc. (Delayed Draw)(c)     L+4.50 %      7.30 %      4/10/2025       446        
Eliassen Group, LLC     L+4.50 %      7.02 %      11/5/2024       2,500       2,475  
Engage2Excel, Inc.     L+6.50 %      8.93 %      3/7/2023       4,342       4,320  
Engage2Excel, Inc. (Revolver)(c)     L+6.50 %      8.95 %      3/7/2023       545       155  
GI Revelation Acquisition LLC     L+5.00 %      7.52 %      4/16/2025       1,393       1,374  
North Haven CA Holdings, Inc.     L+4.50 %      7.02 %      9/29/2023       5,000       4,972  
Orion Business Innovation     L+4.50 %      7.17 %      10/21/2024       1,931       1,919  
Orion Business Innovation (Delayed Draw)(c)     L+4.50 %      7.17 %      10/21/2024       565        
Output Services Group, Inc.     L+4.25 %      6.77 %      3/27/2024       4,965       4,828  
SIRVA Worldwide, Inc.     L+5.50 %      8.02 %      8/4/2025       2,000       1,965  
The Kleinfelder Group, Inc.(d)     L+4.75 %      7.27 %      11/29/2024       2,500       2,475  
                         28,230       26,524  
Services: Consumer
                                            
Cambium Learning Group, Inc.(d)     L+4.50 %      7.02 %      12/18/2025       5,000       4,769  
LegalZoom.com, Inc.     L+4.50 %      7.00 %      11/21/2024       2,749       2,708  
WeddingWire, Inc.(d)     L+4.50 %      7.02 %      12/19/2025       1,167       1,149  
                         8,916       8,626  
Telecommunications
                                            
Intermedia Holdings, Inc.     L+6.00 %      8.52 %      7/21/2025       1,833       1,831  
Mavenir Systems, Inc.     L+6.00 %      8.39 %      5/8/2025       3,980       3,968  
                         5,813       5,799  
Utilities: Oil & Gas
                                            
NGS US Finco, LLC     L+4.25 %      6.76 %      10/1/2025       1,750       1,746  
                         1,750       1,746  
Wholesale
                                            
BMC Acquisition, Inc.     L+5.25 %      8.13 %      12/30/2024       4,950       4,962  
Halo Buyer, Inc.     L+4.50 %      7.02 %      6/27/2025       3,501       3,431  
Halo Buyer, Inc.     L+4.50 %      7.02 %      6/27/2025       1,474       1,445  
                         9,925       9,838  
TOTAL INVESTMENTS                           $ 172,341  

(a) All investments are U.S. companies, except for Loparex International B.V.
(b) The majority of investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” of “L”) or Prime (“P”) which reset daily, monthly, quarterly or semiannually. The Company has provided the spread over LIBOR or Prime and the current contractual rate of interest in effect at December 31, 2018. Certain investment are subject to a LIBOR or Prime interest rate floor.
(c) All or a portion of this commitment was unfunded as of December 31, 2018. Principal reflects the commitment outstanding.
(d) Investment position or portion thereof unsettled as of December 31, 2018.

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TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 3. Investments  – (continued)

MRCC SENIOR LOAN FUND I, LLC
 
SCHEDULE OF INVESTMENTS
December 31, 2017
(in thousands)

         
Portfolio Company(a)   Spread Above
Index(b)
  Interest
Rate(b)
  Maturity   Principal   Fair Value
Non-Controlled/Non-Affiliate Company Investments
                                            
Senior Secured Loans
                                            
Banking, Finance, Insurance & Real Estate
                                            
Clearent Holdings LLC and Clearent, LLC(c)     P+3.75 %      8.25 %      1/2/2024       1,056     $ 1,045  
Clearent Holdings LLC and Clearent, LLC(c)     P+3.75 %      8.25 %      1/2/2024       1,257       1,244  
Clearent Holdings LLC and Clearent, LLC(c)(d)     P+3.75 %      8.25 %      1/2/2024       208        
                         2,521       2,289  
Beverage, Food & Tobacco
                                            
Il Fornaio (America) Corporation     L+6.50 %      8.07 %      11/10/2022       5,000       5,008  
US Salt, LLC(c)     L+4.75 %      6.18 %      11/30/2023       3,500       3,500  
                         8,500       8,508  
Consumer Goods: Non-Durable
                                            
Solaray, LLC     L+6.50 %      8.02 %      9/11/2023       1,625       1,625  
Solaray, LLC (Delayed Draw)(d)     L+6.50 %      8.02 %      9/11/2023       1,875        
                         3,500       1,625  
High Tech Industries
                                            
Gigamon, Inc.(c)     L+4.50 %      6.03 %      12/27/2024       3,000       2,985  
                         3,000       2,985  
Media: Diversified & Production
                                            
Research Now Group, Inc. and Survey Sampling International, LLC(c)     L+5.50 %      7.13 %      12/20/2024       7,000       6,714  
                         7,000       6,714  
Services: Consumer
                                            
LegalZoom.com, Inc.(c)     L+4.50 %      5.94 %      11/21/2024       2,000       2,005  
                         2,000       2,005  
Wholesale
                                            
BMC Acquisition, Inc.(c)     L+5.25 %      6.94 %      12/28/2024       5,000       5,000  
                         5,000       5,000  
TOTAL INVESTMENTS                           $ 29,126  

(a) All investments are U.S. companies.

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 3. Investments  – (continued)

(b) The majority of investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) or Prime Rate (“Prime” or “P”) which reset daily, monthly, quarterly or semiannually. The Company has provided the spread over LIBOR or Prime and the current contractual rate of interest in effect at December 31, 2017. Certain investments are subject to a LIBOR or Prime interest rate floor.
(c) Investment position or portion thereof unsettled as of December 31, 2017.
(d) All or a portion of this commitment was unfunded as of December 31, 2017. Principal reflects the commitment outstanding.

Below is certain summarized financial information for SLF as of and for the years ended December 31, 2018 and 2017:

   
  December 31, 2018   December 31, 2017
Assets
                 
Investments, at fair value   $ 172,341     $ 29,126  
Cash     448       12,504  
Restricted cash     3,838        
Interest receivable     456       11  
Other assets     39        
Total assets     177,122       41,641  
Liabilities
                 
Revolving credit facility     101,060        
Less: Unamortized deferred financing costs     (1,625 )       
Total debt, less unamortized deferred financing costs     99,435        
Payable for open trades     21,746       22,304  
Interest payable     457        
Accounts payable and accrued expenses     216       57  
Total liabilities     121,854       22,361  
Members’ capital     55,268       19,280  
Total liabilities and members’ capital   $ 177,122     $ 41,641  

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TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 3. Investments  – (continued)

   
  For the years ended December 31,
     2018   2017(1)
Investment income:
                 
Interest income   $ 7,288     $ 39  
Total investment income     7,288       39  
Expenses:
                 
Interest and other debt financing expenses     2,849        
Organizational costs     11       39  
Professional fees     312       45  
Total expenses     3,172       84  
Net investment income (loss)     4,116       (45 ) 
Net gain (loss):
                 
Net realized gain (loss)     7        
Net change in unrealized gain (loss)     (85 )      325  
Net gain (loss)     (78 )      325  
Net increase (decrease) in members’ capital   $ 4,038     $ 280  

(1) SLF commenced operations on November 14, 2017.

Note 4. Fair Value Measurements

Investments

The Company values all investments in accordance with ASC Topic 820. ASC Topic 820 requires enhanced disclosures about assets and liabilities that are measured and reported at fair value. As defined in ASC Topic 820, fair value is 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. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the assets or liabilities or market and the assets’ or liabilities’ complexity.

ASC Topic 820 establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Based on the observability of the inputs used in the valuation techniques, the Company is required to provide disclosures on fair value measurements according to the fair value hierarchy. The fair value hierarchy ranks the observability of the inputs used to determine fair values. Investments carried at fair value are classified and disclosed in one of the following three categories:

Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 — Valuations based on inputs other than quoted prices in active markets, including quoted prices for similar assets or liabilities, which are either directly or indirectly observable.

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 4. Fair Value Measurements  – (continued)

Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. This includes situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value are based upon the best information available and may require significant management judgment or estimation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s or liability’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. All investments, with the exception of investments measured at fair value using net asset value (“NAV”), as of December 31, 2018 and 2017 were categorized as Level 3 investments.

With respect to investments for which market quotations are not readily available, the Company’s Board undertakes a multi-step valuation process each quarter, as described below:

the quarterly valuation process begins with each portfolio company or investment being initially evaluated and rated by the investment professionals of MC Advisors responsible for the portfolio investment;
the Board also engages one or more independent valuation firm(s) to conduct independent appraisals of a selection of investments for which market quotations are not readily available. The Company will consult with independent valuation firm(s) relative to each portfolio company at least once in every calendar year, but are generally received quarterly;
to the extent an independent valuation firm is not engaged to conduct an investment appraisal on an investment for which market quotations are not readily available, the investment will be valued by the MC Advisors investment professional responsible for the credit monitoring;
preliminary valuation conclusions are then documented and discussed with the investment committee of the Company;
the audit committee of the Board reviews the preliminary valuations of MC Advisors and of the independent valuation firm(s) and responds and supplements the valuation recommendations to reflect any comments; and
the Board discusses these valuations and determines the fair value of each investment in the portfolio in good faith, based on the input of MC Advisors, the independent valuation firm(s) and the audit committee.

The accompanying consolidated schedules of investments held by the Company consist primarily of private debt instruments (“Level 3 debt”). The Company generally uses the income approach to determine fair value, as long as it is appropriate. If there is deterioration in credit quality or a debt investment is in workout status, the Company may consider other factors in determining the fair value, including the value attributable to the debt investment from the enterprise value of the portfolio company or the proceeds that would be received in a liquidation analysis. This liquidation analysis may include probability weighting of alternative outcomes. The Company generally considers its Level 3 debt to be performing loans if the borrower is not in default, the borrower is remitting payments in a timely manner; the loan is in covenant compliance or is otherwise not deemed to be impaired. In determining the fair value of the performing Level 3 debt, the Company considers fluctuations in current interest rates, the trends in yields of debt instruments with similar credit ratings, financial condition of the borrower, economic conditions and other relevant factors, both qualitative and quantitative. In the event that a Level 3 debt instrument is not

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 4. Fair Value Measurements  – (continued)

performing, as defined above, the Company will evaluate the value of the collateral utilizing the same framework described above for a performing loan to determine the value of the Level 3 debt instrument.

Under the income approach, the Company uses discounted cash flow models to determine the present value of the future cash flow streams of its debt investments, based on future interest and principal payments as set forth in the associated loan agreements. In determining fair value under the income approach, the Company also considers the following factors: applicable market yields and leverage levels, credit quality, prepayment penalties, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, and changes in the interest rate environment and the credit markets that generally may affect the price at which similar investments may be made.

Under the market approach, the Company typically uses the enterprise value methodology to determine the fair value of an investment. There is no one methodology to estimate enterprise value and, in fact, for any one portfolio company, enterprise value is generally best expressed as a range of values, from which the Company derives a single estimate of enterprise value. In estimating the enterprise value of a portfolio company, the Company analyzes various factors consistent with industry practice, including but not limited to original transaction multiples, the portfolio company’s historical and projected financial results, applicable market trading and transaction comparables, applicable market yields and leverage levels, the nature and realizable value of any collateral, the markets in which the portfolio company does business, and comparisons of financial ratios of peer companies that are public. Typically, the enterprise values of private companies are based on multiples of earnings before interest, income taxes, depreciation and amortization (“EBITDA”), cash flows, net income, revenues, or in limited cases, book value.

In addition, for certain debt investments, the Company may base its valuation on indicative bid and ask prices provided by an independent third-party pricing service. Bid prices reflect the highest price that the Company and others may be willing to pay. Ask prices represent the lowest price that the Company and others may be willing to accept. The Company generally uses the midpoint of the bid/ask range as its best estimate of fair value of such investment.

Secured Borrowings

The Company has elected the fair value option under ASC Topic 825 — Financial Instruments (“ASC Topic 825”) relating to accounting for debt obligations at their fair value for its secured borrowings which arose due to partial loan sales which did not meet the criteria for sale treatment under ASC Topic 860. The Company reports changes in the fair value of its secured borrowings within net change in unrealized gain (loss) on secured borrowings in the consolidated statements of operations. The net gain or loss reflects the difference between the fair value and the principal amount due on maturity.

Due to the absence of a liquid trading market for these secured borrowings, they are valued by calculating the net present value of the future expected cash flow streams using an appropriate risk-adjusted discount rate model. The discount rate considers projected performance of the related loan investment, applicable market yields and leverage levels, credit quality, prepayment penalties and comparable company analysis. The Company consults with an independent valuation firm relative to the fair value of its secured borrowings at least once in every calendar year.

Foreign Currency Forward Contracts

The valuation for the Company’s foreign currency forward contracts is based on the difference between the exchange rate associated with the forward contract and the exchange rate at the current period end. Foreign currency forward contracts are categorized as level 2 in the fair value hierarchy.

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 4. Fair Value Measurements  – (continued)

Fair Value Disclosures

The following table presents fair value measurements of investments and foreign currency forward contracts, by major class, as of December 31, 2018, according to the fair value hierarchy:

       
  Fair Value Measurements
     Level 1   Level 2   Level 3   Total
Investments:
                                   
Senior secured loans   $     $     $ 439,068     $ 439,068  
Unitranche secured loans                 58,852       58,852  
Junior secured loans                 21,154       21,154  
Equity securities                 6,913       6,913  
Investments measured at NAV(1)(2)                       27,634  
Total Investments   $     $     $ 525,987     $ 553,621  
Foreign currency forward contracts   $     $ 16     $     $ 16  

(1) Certain investments that are measured at fair value using the NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated statements of assets and liabilities.
(2) Represents the Company’s investment in LLC equity interests in SLF. The fair value of this investment has been determined using the NAV of the Company’s ownership interest in members’ capital.

The following table presents fair value measurements of investments, by major class, as of December 31, 2017, according to the fair value hierarchy:

       
  Fair Value Measurements
     Level 1   Level 2   Level 3   Total
Investments:
                                   
Senior secured loans   $     $     $ 387,874     $ 387,874  
Unitranche secured loans                 40,295       40,295  
Junior secured loans                 38,549       38,549  
Equity securities                 17,780       17,780  
Investments measured at NAV(1)(2)                       9,640  
Total Investments   $     $     $ 484,498     $ 494,138  

(1) Certain investments that are measured at fair value using the NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated statements of assets and liabilities.
(2) Represents the Company’s investment in LLC equity interests in SLF. The fair value of this investment has been determined using the NAV of the Company’s ownership interest in members’ capital.

Senior secured, unitranche secured and junior secured loans are collateralized by tangible and intangible assets of the borrowers. These investments include loans to entities that have some level of challenge in obtaining financing from other, more conventional institutions, such as a bank. Interest rates on these loans are either fixed or floating, and are based on current market conditions and credit ratings of the borrower. Excluding loans on non-accrual, the contractual interest rates on the loans ranged between 7.87% to 17.01% at December 31, 2018 and 6.57% to 15.00% at December 31, 2017. The maturity dates on the loans outstanding at December 31, 2018 range between April 2019 and August 2025.

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 4. Fair Value Measurements  – (continued)

The following tables provide a reconciliation of the beginning and ending balances for investments and secured borrowings that use Level 3 inputs for the years ended December 31, 2018 and 2017:

           
  Investments
     Senior
secured
loans
  Unitranche
secured
loans
  Junior
secured
loans
  Equity
securities
  Total
investments
  Secured
borrowings
Balance as of December 31, 2017   $ 387,874     $ 40,295     $ 38,549     $ 17,780     $ 484,498     $  
Reclassifications(1)                                    
Net change in unrealized gain (loss)     7,583       (811 )      2,586       (6,713 )      2,645        
Net realized gain (loss)     (23,720 )            (2,011 )      (4,283 )      (30,014 )       
Purchases of investments and other adjustments to cost(2)     191,397       23,438       1,827       1,860       218,522        
Proceeds from principal payments and sales on investments(3)     (124,066 )      (4,070 )      (19,797 )      (1,731 )      (149,664 )       
Repayments on secured borrowings                                    
Balance as of December 31, 2018   $ 439,068     $ 58,852     $ 21,154     $ 6,913     $ 525,987     $  

           
  Investments
     Senior
secured
loans
  Unitranche
secured
loans
  Junior
secured
loans
  Equity
securities
  Total
investments
  Secured
borrowings
Balance as of December 31, 2016   $ 275,253     $ 51,638     $ 59,366     $ 26,663     $ 412,920     $ 1,314  
Reclassifications(1)     (18,542 )      15,747       382       2,413              
Net change in unrealized gain (loss)     (6,668 )      5,198       409       (12,199 )      (13,260 )      6  
Net realized gain (loss)     41       (3,266 )      7       2,779       (439 )      (66 ) 
Purchases of investments and other adjustments to cost(2)     239,732       7,147       10,941       903       258,723        
Proceeds from principal payments and sales on investments(3)     (101,942 )      (36,169 )      (32,556 )      (2,779 )      (173,446 )       
Repayments on secured borrowings                                   (1,254 ) 
Balance as of December 31, 2017   $ 387,874     $ 40,295     $ 38,549     $ 17,780     $ 484,498     $  

(1) Represents non-cash reclassifications of investment type due to restructuring of the investments in portfolio companies.
(2) Includes purchases of new investments, effects of refinancing and restructurings, premium and discount accretion and amortization and PIK interest.
(3) Represents net proceeds from investments sold and principal paydowns received.

The total change in unrealized gain (loss) included in the consolidated statements of operations for the year ended December 31, 2018, attributable to Level 3 investments still held at December 31, 2018 was ($11,397). The total change in unrealized gain (loss) included in the consolidated statements of operations for the year ended December 31, 2017, attributable to Level 3 investments still held at December 31, 2017 was ($16,283). Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in or out of Level 3 as of the beginning of the period which the reclassifications occur. There were no transfers among Levels 1, 2 and 3 during the years ended December 31, 2018 and 2017.

Significant Unobservable Inputs

ASC Topic 820 requires disclosure of quantitative information about the significant unobservable inputs used in the valuation of assets and liabilities classified as Level 3 within the fair value hierarchy. Disclosure of this information is not required in circumstances where a valuation (unadjusted) is obtained from a third-party pricing service and the information regarding the unobservable inputs is not reasonably available to the Company and as such, the disclosures provided below exclude those investments valued in that manner.

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 4. Fair Value Measurements  – (continued)

The tables below are not intended to be all-inclusive, but rather to provide information on significant unobservable inputs and valuation techniques used by the Company.

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets and liabilities as of December 31, 2018 were as follows:

           
  Fair Value   Valuation Technique   Unobservable Input   Weighted
Average
Mean
  Range
     Minimum   Maximum
Assets:
                                                     
Senior secured loans   $ 337,840       Discounted cash flow       EBITDA multiples       6.8x       3.8x       13.0x  
                      Market yields       11.1%       7.4%       19.0%  
Senior secured loans     38,183       Discounted cash flow       Revenue multiples       3.5x       3.1x       4.5x  
                      Market yields       8.1%       7.7%       8.5%  
Senior secured loans     17,770       Liquidation       Probability weighting of alternative outcomes       90.0%       79.4%       100.0%  
Senior secured loans     13,153       Enterprise value       Tangible book value multiples       1.5x       1.5x       1.5x  
Senior secured loans     10,474       Enterprise value       EBITDA multiples       7.5x       6.5x       8.3x  
Senior secured loans     8,639       Enterprise value       Revenue multiples       0.4x       0.4x       0.4x  
Unitranche loans     37,766       Discounted cash flow       EBITDA multiples       7.3x       4.5x       8.5x  
                      Market yields       12.6%       10.0%       20.2%  
Unitranche loans     13,134       Enterprise value       EBITDA multiples       4.6x       4.5x       8.5x  
Unitranche loans     7,952       Enterprise value       Revenue multiples       4.5x       4.5x       4.5x  
Junior secured loans     2,292       Liquidation       Probability weighting of alternative outcomes       78.5%       78.5%       78.5%  
Junior secured loans     1,260       Enterprise value       EBITDA multiples       4.5x       4.5x       4.5x  
Equity securities     4,583       Liquidation       Probability weighting of alternative outcomes       59.0%       59.0%       59.0%  
Equity securities     1,465       Enterprise value       EBITDA multiples       7.2x       4.5x       10.5x  
Equity securities     650       Enterprise value       Revenue multiples       3.7x       2.0x       4.5x  
Total Level 3 Assets   $ 495,161 (1)                               

(1) Excludes loans of $30,826 at fair value where valuation (unadjusted) is obtained from a third-party pricing service for which such disclosure is not required.

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 4. Fair Value Measurements  – (continued)

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets and liabilities as of December 31, 2017 were as follows:

           
  Fair Value   Valuation Technique   Unobservable Input   Weighted
Average
Mean
  Range
     Minimum   Maximum
Assets:
                                                     
Senior secured loans   $ 300,882       Discounted cash flow       EBITDA multiples       6.8x       3.8x       14.0x  
                      Market yields       11.6%       8.1%       23.5%  
Senior secured loans     15,654       Waterfall       Delinquency ratio       0.0%       0.0%       0.0%  
Senior secured loans     12,967       Discounted cash flow       Tangible book value multiples       1.3x       1.2x       1.3x  
                      Market yields       14.5%       10.3%       19.9%  
Senior secured loans     9,516       Discounted cash flow       Revenue multiples       4.0x       3.8x       4.3x  
                      Market yields       8.8%       8.4%       9.2%  
Senior secured loans     8,718       Enterprise value       EBITDA multiples       7.5x       6.0x       9.3x  
Senior secured loans     8,516       Enterprise value       Revenue multiples       0.3x       0.3x       0.6x  
Unitranche secured loans     40,000       Discounted cash flow       EBITDA multiples       6.2x       3.8x       8.5x  
                      Market yields       15.0%       8.8%       23.0%  
Unitranche secured loans     295       Enterprise value       EBITDA multiples       5.0x       4.5x       5.5x  
Junior secured loans     5,625       Discounted cash flow       EBITDA multiples       9.1x       3.8x       10.3x  
                      Market yields       11.1%       10.2%       14.0%  
Equity securities     8,429       Discounted cash flow       EBITDA multiples       4.0x       3.8x       4.3x  
                      Market yields       21.0%       20.0%       22.0%  
Equity securities     5,892       Enterprise value       Revenue multiples       0.4x       0.4x       2.7x  
Equity securities     1,767       Enterprise value       EBITDA multiples       6.8x       4.5x       9.0x  
Equity securities     353       Enterprise value       Tangible book value multiples       1.3x       1.2x       1.3x  
Total Level 3 Assets   $ 418,614 (1)                               

(1) Excludes loans of $65,884 at fair value where valuation (unadjusted) is obtained from a third-party pricing service for which such disclosure is not required.

The significant unobservable inputs used in the income approach of fair value measurement of the Company’s investments is the discount rate used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. Increases (decreases) in the discount rate would result in a decrease (increase) in the fair value estimate of the investment. Included in the consideration and selection of discount rates are the following factors: risk of default, rating of the investment and comparable investments, and call provisions.

The significant unobservable inputs used in the market approach of fair value measurement of the Company’s investments are the market multiples of EBITDA or revenue of the comparable guideline public companies. The Company selects a population of public companies for each investment with similar operations and attributes of the portfolio company. Using these guideline public companies’ data, a range of multiples of enterprise value to EBITDA or revenue is calculated. The Company selects percentages from the range of multiples for purposes of determining the portfolio company’s estimated enterprise value based on said multiple and generally the latest twelve months EBITDA or revenue of the portfolio company (or other meaningful measure). Increases (decreases) in the multiple will result in an increase (decrease) in enterprise value, resulting in an increase (decrease) in the fair value estimate of the investment.

Other Financial Assets and Liabilities

ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. The Company believes that the carrying amounts of its other financial instruments such as cash, receivables and payables approximate the fair value of such items due to the short maturity of such instruments. Fair value of the Company’s revolving credit facility is estimated by discounting remaining

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 4. Fair Value Measurements  – (continued)

payments using applicable market rates or market quotes for similar instruments at the measurement date, if applicable. The Company believes that the carrying value of its revolving credit facility approximates fair value. As of December 31, 2018, the 2023 Notes were trading on The Nasdaq Global Select Market for $23.50 per unit at par value. The par value at underwriting for the 2023 Notes was $25.00 per unit. Based on this Level 1 input, the fair value of the $69,000 in principal outstanding 2023 Notes was $64,860. SBA debentures are carried at cost and with their longer maturity dates, fair value is estimated by discounting remaining payments using current market rates for similar instruments and considering such factors as the legal maturity date and the ability of market participants to prepay the debentures. As of December 31, 2018 and 2017, the fair value of the Company’s SBA debentures using Level 3 inputs were estimated at $115,000 and $109,520, respectively, which is the same as the Company’s carrying value of the SBA debentures.

Note 5. Transactions with Affiliated Companies

An affiliated company is a company in which the Company has an ownership interest of 5% or more of its voting securities. A controlled affiliate company is a company in which the Company has an ownership interest of more than 25% of its voting securities. Please see the Company’s consolidated schedule of investments for the type of investment, principal amount, interest rate including the spread, and the maturity date. Transactions related to the Company’s investments with affiliates for the years ended December 31, 2018 and 2017 were as follows:

                 
                 
Portfolio Company   Fair value at
December 31,
2017
  Transfers
in (out)
  Purchases
(cost)
  Sales and
paydowns
(cost)
  PIK
interest
(cost)
  Discount
accretion
  Net
realized
gain
(loss)
  Net
unrealized
gain
(loss)
  Fair value at
December 31,
2018
Non-controlled affiliate company investments:
                                                                                
American Community Homes, Inc.(1)   $ 7,441     $     $     $ (331 )    $ 463     $ 46     $     $ (1,023 )    $ 6,596  
American Community Homes, Inc.(1)     4,329                   (165 )      478       22             (667 )      3,997  
American Community Homes, Inc.(1)     542                         48       3             (94 )      499  
American Community Homes, Inc.(1)     431                         28       6             (65 )      400  
American Community Homes, Inc.(1)     224                         25       4             (38 )      215  
American Community Homes, Inc. (Delayed Draw)(1)                                                      
American Community Homes, Inc. (Delayed Draw)(1)                                                      
American Community Homes, Inc.(1)                 1,667             43                   (264 )      1,446  
American Community Homes, Inc. (warrant to purchase up to 22.3% of the equity)(1)     353                                           (353 )       
       13,320             1,667       (496 )      1,085       81             (2,504 )      13,153  
Curion Holdings, LLC(2)           3,775             (25 )      143       5             (306 )      3,592  
Curion Holdings, LLC (Revolver)(2)           76       173                               (5 )      244  
Curion Holdings, LLC(2)                 1                               (1 )       
Curion Holdings, LLC(2)                                                      
Curion Holdings, LLC (58,779 shares of common stock)(2)                                                      
             3,851       174       (25 )      143       5             (312 )      3,836  
Incipio, LLC(3)           13,307                         58             (535 )      12,830  
Incipio, LLC(3)           3,613                                     (40 )      3,573  
Incipio, LLC(3)                 1,535                               (17 )      1,518  
Incipio, LLC(3)           1,143                                     117       1,260  
Incipio, LLC(3)                                                      
Incipio, LLC (1,774 shares of Series C common stock)(3)                                                      
             18,063       1,535                   58             (475 )      19,181  

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TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 5. Transactions with Affiliated Companies  – (continued)

                 
                 
Portfolio Company   Fair value at
December 31,
2017
  Transfers
in (out)
  Purchases
(cost)
  Sales and
paydowns
(cost)
  PIK
interest
(cost)
  Discount
accretion
  Net
realized
gain
(loss)
  Net
unrealized
gain
(loss)
  Fair value at
December 31,
2018
Luxury Optical Holdings Co.   $ 3,697     $     $     $     $ 448     $ 18     $     $ 171     $ 4,334  
Luxury Optical Holdings Co. (Delayed Draw)     741                   (118 )                        (1 )      622  
Luxury Optical Holdings Co. (Revolver)     170                         21                   9       200  
Luxury Optical Holdings Co. (86 shares of common stock)                                                      
       4,608                   (118 )      469       18             179       5,156  
Millennial Brands LLC                                         (1,157 )      1,157        
Millennial Brands LLC                                         (416 )      416        
Millennial Brands LLC                                         (235 )      235        
Millennial Brands LLC     550                   (167 )                  (367 )      (16 )       
Millennial Brands LLC                                         (2,011 )      2,011        
Millennial Brands LLC (10 preferred units)                                                      
Millennial Brands LLC (75,502 common units)                                                      
       550                   (167 )                  (4,186 )      3,803        
Rockdale Blackhawk, LLC(4)     10,594       (12,753 )                        110             2,049        
Rockdale Blackhawk, LLC (Capex)(4)     533       (641 )                                    108        
Rockdale Blackhawk, LLC (Revolver)(4)     1,797       (2,159 )                                    362        
Rockdale Blackhawk, LLC (Revolver)(4)     3,145       (3,778 )                                    633        
Rockdale Blackhawk, LLC (Revolver)(4)           (2,672 )      2,288                               384        
Rockdale Blackhawk, LLC – LLC Units(4)     5,673                                           (5,673 )       
       21,742       (22,003 )      2,288                   110             (2,137 )       
SHI Holdings, Inc.     2,625                   (27 )            11             (11 )      2,598  
SHI Holdings, Inc. (Revolver)     2,226             1,117                   6             (7 )      3,342  
SHI Holdings, Inc. (24 shares of common stock)     786                                           (479 )      307  
       5,637             1,117       (27 )            17             (497 )      6,247  
Summit Container Corporation     3,421                   (367 )      34       26             (80 )      3,034  
Summit Container Corporation     1,507                   (1,523 )      15                   1        
Summit Container Corporation (Revolver)                 25,614       (18,900 )                        (54 )      6,660  
Summit Container Corporation (warrant to purchase up to 19.50% of the equity)                                                      
       4,928             25,614       (20,790 )      49       26             (133 )      9,694  
TPP Operating, Inc.(5)                                         (9,330 )      9,330        
TPP Operating, Inc.(5)     3,373       724       63       (42 )                  (7,629 )      3,511        
TPP Operating, Inc.(5)     4,593       (724 )      467       (47 )                  (4,289 )             
TPP Operating, Inc. (24 shares of common stock)(5)                                         (1,953 )      1,953        
TPP Operating, Inc. (16 shares of common stock)(5)                                         (1,302 )      1,302        
       7,966             530       (89 )                  (24,503 )      16,096        
Total non-controlled affiliate company investments   $ 58,751     $ (89 )    $ 32,925     $ (21,712 )    $ 1,746     $ 315     $ (28,689 )    $ 14,020     $ 57,267  
Controlled affiliate company investments:
                                                                                
MRCC Senior Loan Fund I, LLC   $ 9,640     $     $ 27,200     $ (9,500 )    $     $     $     $ 294     $ 27,634  
       9,640             27,200       (9,500 )                        294       27,634  
Total controlled affiliate company investments   $ 9,640     $     $ 27,200     $ (9,500 )    $     $     $     $ 294     $ 27,634  

F-52


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 5. Transactions with Affiliated Companies  – (continued)

                 
                 
Portfolio Company   Fair value at
December 31,
2016
  Transfers
in (out)
  Purchases
(cost)
  Sales and
paydowns
(cost)
  PIK
interest
(cost)
  Discount
accretion
  Net
realized
gain
(loss)
  Net
unrealized
gain (loss)
  Fair value at
December 31,
2017
Non-controlled affiliate company investments:
                                                                                
American Community Homes, Inc.   $ 7,816     $     $     $     $     $ 42     $     $ (417 )    $ 7,441  
American Community Homes, Inc.     4,301                         197       21             (190 )      4,329  
American Community Homes, Inc.     518                         24       4             (4 )      542  
American Community Homes, Inc.                 431                   4             (4 )      431  
American Community Homes, Inc.                 216             6       1             1       224  
American Community Homes, Inc. (warrant to purchase up to 9.0% of the equity)     1,315                                           (962 )      353  
       13,950             647             227       72             (1,576 )      13,320  
Luxury Optical Holdings Co.(6)           3,854                   164       8             (329 )      3,697  
Luxury Optical Holdings Co. (Delayed Draw)(6)                 741                                     741  
Luxury Optical Holdings Co. (Revolver)(6)           116       67             7                   (20 )      170  
Luxury Optical Holdings Co. (86 shares of common stock)(6)                                                      
             3,970       808             171       8             (349 )      4,608  
Millennial Brands LLC     464                         33                   (497 )       
Millennial Brands LLC     365                         15       (1 )            (379 )       
Millennial Brands LLC     225                         10                   (235 )       
Millennial Brands LLC                 534                               16       550  
Millennial Brands LLC                             72                   (72 )       
Millennial Brands LLC (10 preferred units)                                                      
Millennial Brands LLC (75,502 common units)                                                      
       1,054             534             130       (1 )            (1,167 )      550  
Rockdale Blackhawk, LLC(7)     10,933                               200             (539 )      10,594  
Rockdale Blackhawk, LLC (Capex)(7)     565                   (16 )                        (16 )      533  
Rockdale Blackhawk, LLC (Revolver)(7)     924             925                               (52 )      1,797  
Rockdale Blackhawk, LLC (Revolver)(7)                 3,236                               (91 )      3,145  
Rockdale Blackhawk, LLC (18.03% of the LLC interest)(7)     14,655                                           (8,982 )      5,673  
       27,077             4,161       (16 )            200             (9,680 )      21,742  
SHI Holdings, Inc.     2,625                               16             (16 )      2,625  
SHI Holdings, Inc. (Revolver)     1,203             1,024                   4             (5 )      2,226  
SHI Holdings, Inc. (24 shares of common stock)     469                                           317       786  
       4,297             1,024                   20             296       5,637  
Summit Container Corporation     3,550                   (102 )      72       24             (123 )      3,421  
Summit Container Corporation                 1,499             9                   (1 )      1,507  
Summit Container Corporation (warrant to purchase up to 19.50% of the equity)     113                                           (113 )       
       3,663             1,499       (102 )      81       24             (237 )      4,928  
TPP Operating, Inc.(5)                                                      
TPP Operating, Inc.(5)           5,295                                     (1,922 )      3,373  
TPP Operating, Inc.(5)           3,573       1,047       (27 )                              4,593  
TPP Operating, Inc. (24 shares of common stock)(5)                                                      
TPP Operating, Inc. (16 shares of common stock)(5)                                                      
             8,868       1,047       (27 )                        (1,922 )      7,966  
Total non-controlled affiliate company
investments
  $ 50,041     $ 12,838     $ 9,720     $ (145 )    $ 609     $ 323     $     $ (14,635 )    $ 58,751  

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TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 5. Transactions with Affiliated Companies  – (continued)

                 
                 
Portfolio Company   Fair value at
December 31,
2016
  Transfers
in (out)
  Purchases
(cost)
  Sales and
paydowns
(cost)
  PIK
interest
(cost)
  Discount
accretion
  Net
realized
gain
(loss)
  Net
unrealized
gain (loss)
  Fair value at
December 31,
2017
Controlled affiliate company investments:
                                                                                
MRCC Senior Loan Fund I, LLC   $     $     $ 9,500     $     $     $     $     $ 140     $ 9,640  
                   9,500                               140       9,640  
TPP Operating, Inc.(5)(8)     1,799                                           (1,799 )       
TPP Operating, Inc.(5)(8)     4,344       (2,754 )                                    (1,590 )       
TPP Operating, Inc.(5)(8)     2,756       (6,114 )      4,330       (972 )                               
TPP Operating, Inc. (40 shares of common stock)(5)(8)                                                      
TPP Acquisition, Inc. (829 shares of common stock)(8)                                                      
       8,899       (8,868 )      4,330       (972 )                        (3,389 )       
Total controlled affiliate company investments   $ 8,899     $ (8,868 )    $ 13,830     $ (972 )    $     $     $     $ (3,249 )    $ 9,640  

           
  For the years ended December 31,
     2018   2017
Portfolio Company   Interest income   Dividend income   Fee income   Interest income   Dividend income   Fee income
Non-controlled affiliate company investments:
                                                     
American Community Homes, Inc.   $ 1,061     $     $     $ 781     $     $  
American Community Homes, Inc.     822                   633              
American Community Homes, Inc.     91                   78              
American Community Homes, Inc.     66                   29              
American Community Homes, Inc.     46                   22              
American Community Homes, Inc. (Delayed Draw)                                    
American Community Homes, Inc. (Delayed Draw)                                    
American Community Homes, Inc. (Delayed Draw)     67                                
American Community Homes, Inc. (Warrant)                                    
       2,153                   1,543              
Curion Holdings, LLC     257                                
Curion Holdings, LLC (Revolver)     11                                
Curion Holdings, LLC                                    
Curion Holdings, LLC                                    
Curion Holdings, LLC (Common stock)                                    
       268                                
Incipio, LLC     912                                
Incipio, LLC     242                                
Incipio, LLC (Delayed Draw)     67                                
Incipio, LLC                                    
Incipio, LLC                                    
Incipio, LLC (Common stock)                                    
       1,221                                
Luxury Optical Holdings Co.     469                   240              
Luxury Optical Holdings Co. (Delayed Draw)     88                   25              
Luxury Optical Holdings Co. (Revolver)     21                   8              
Luxury Optical Holdings Co. (Common stock)                                    
       578                   273              
Millennial Brands LLC                       32              
Millennial Brands LLC                       13              
Millennial Brands LLC                       10              
Millennial Brands LLC                                    

F-54


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 5. Transactions with Affiliated Companies  – (continued)

           
  For the years ended December 31,
     2018   2017
Portfolio Company   Interest income   Dividend income   Fee income   Interest income   Dividend income   Fee income
Millennial Brands LLC   $     $     $     $ 71     $     $  
Millennial Brands LLC (Preferred units)                                    
Millennial Brands LLC (Common units)                                    
                         126              
Rockdale Blackhawk, LLC     920                   1,281              
Rockdale Blackhawk, LLC (Capex)     41                   73              
Rockdale Blackhawk, LLC (Revolver)     137                   235              
Rockdale Blackhawk, LLC (Revolver)     240                   205              
Rockdale Blackhawk, LLC (Revolver)     104                                
Rockdale Blackhawk, LLC (LLC interest)                       381              
       1,442                   2,175              
SHI Holdings, Inc.     336                   304              
SHI Holdings, Inc. (Revolver)     352                   205              
SHI Holdings, Inc. (Common stock)                                    
       688                   509              
Summit Container Corporation     492             83       648              
Summit Container Corporation     108                   56              
Summit Container Corporation (Revolver)     292                                
Summit Container Corporation (Warrant)                                    
       892             83       704              
TPP Operating, Inc.                                    
TPP Operating, Inc.                       115              
TPP Operating, Inc.                       121              
TPP Operating, Inc. (Common stock)                                    
TPP Operating, Inc. (Common stock)                                    
                         236              
Total non-controlled affiliate company investments   $ 7,242     $     $ 83     $ 5,566     $     $  
Controlled affiliate company investments:
                                                     
MRCC Senior Loan Fund I, LLC   $     $ 1,725     $     $     $     $  
             1,725                          
TPP Acquisition, Inc. (Common stock)                                    
TPP Operating, Inc.                                    
TPP Operating, Inc.                       254              
TPP Operating, Inc.                       340              
                         594              
Total controlled affiliate company investments   $     $ 1,725     $     $ 594     $     $  

(1) The Company provided a follow-on investment to American Community Homes, Inc. (“ACH”) during the twelve months ended December 31, 2018. In conjunction with the follow-on investment, the Company also received an additional warrant for 13.3% of the equity in ACH, increasing total equity ownership to 22.3%.
(2) The Company provided a follow-on investment to Curion Holdings, LLC (“Curion”) as a part of a restructuring during the twelve months ended December 31, 2018. As part of the restructuring, the Company also received 12.1% of the equity of Curion. For the purpose of this schedule, transfers in represents the fair value at June 30, 2018.

F-55


 
 

TABLE OF CONTENTS

MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 5. Transactions with Affiliated Companies  – (continued)

(3) The Company provided a follow-on investment to Incipio, LLC (“Incipio”) as a part of a restructuring during the twelve months ended December 31, 2018. As a part of the restructuring, the Company also received 17.74% of the equity of Incipio. For the purpose of this schedule, transfers in represents the fair value at June 30, 2018.
(4) On July 24, 2018, Rockdale Blackhawk, LLC (“Rockdale”) filed for bankruptcy as part of a restructuring process. During the twelve months ended December 31, 2018, the Company funded additional investments under the debtor-in-possession (“DIP”) financing facility established in conjunction with the bankruptcy and received repayments on a portion of its pre-petition debt. On July 20, 2018, the Company put back its 22.65% equity investment in Rockdale, resulting in a realized loss of $1,093, and therefore it is no longer an affiliated investment. The Company placed its investment in the pre-petition debt of Rockdale on non-accrual status in conjunction with the bankruptcy filing. For the purpose of this schedule, transfers out represents the fair value at June 30, 2018.
(5) In December 2017, the Company transferred 16.0% of the equity interest in TPP Operating, Inc. (“TPP”) shares to a wholly-owned entity, MCC Holdco Equity Manager I, LLC (“MCC Holdco”), which has an independent manager who has full control over the operations of MCC Holdco, including the right to vote the shares of TPP Holdco LLC, the holding company which owns the Company’s equity interest in TPP. As a result, the Company then only controlled 24.0% of the voting interests in TPP, which was no longer considered a controlled affiliate company investment. For the purpose of this schedule, transfers into the non-controlled affiliate company lines represent the fair value at September 30, 2017. During the twelve months ended December 31, 2018, TPP ceased operations and the Company, along with the other owners, appointed an assignee and pursuant to Delaware state law completed a General Assignment for the Benefit of Creditors to the assignee. The purpose of the assignment was to wind down the TPP business and distribute the assets to its creditors. The assignee has informed the Company that it will have de minimis assets, if any, to distribute to its creditors. As a result, the Company has realized a loss on TPP of $24,503 during the year ended December 31, 2018.
(6) The Company provided a follow-on investment to Luxury Optical Holdings Co. (“LOH”) as a part of a restructuring during the twelve months ended December 31, 2017. As part of the restructuring, the Company also received 9.6% of the equity of LOH. For the purpose of this schedule, transfers in represents the fair value at June 30, 2017.
(7) The Company provided a follow-on investment to Rockdale during the twelve months ended December 31, 2017. In conjunction with the follow-on investment, the Company also received an additional 6.4% of the equity in Rockdale, increasing total equity ownership to 18.0%.
(8) On September 2, 2016, TPP Acquisition, Inc. filed for bankruptcy as part of a restructuring process. The existing lenders, including the Company, submitted a credit bid to purchase certain assets of TPP Acquisition, Inc., which was approved by the bankruptcy court. The sale closed on November 8, 2016. A new operating company, TPP Operating, Inc., was formed to acquire certain of the assets of TPP Acquisition, Inc. and continue business operations. These new operations are no longer encumbered by significant lease liabilities. The Company initially owned 40.0% of the equity interests in the new operating company, TPP Operating, Inc. and owned 40.0% of the equity interests in TPP Acquisition, Inc., the former operating company, until its dissolution during the year ended December 31, 2017.

Note 6. Transactions with Related Parties

The Company has entered into an Investment Advisory and Management Agreement with MC Advisors, under which MC Advisors, subject to the overall supervision of the Board, provides investment advisory services to the Company. The Company pays MC Advisors a fee for its services under the Investment Advisory and Management Agreement consisting of two components — a base management fee and an incentive fee. The base management fee is calculated at an annual rate equal to 1.75% of invested assets (calculated as total assets excluding cash, which includes assets financed using leverage) and is payable in arrears. Base management fees for the years ended December 31, 2018, 2017, and 2016 were $8,879, $7,726 and $6,347 respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 6. Transactions with Related Parties  – (continued)

The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears and equals 20% of “pre-incentive fee net investment income” for the immediately preceding quarter, subject to a 2% (8% annualized) preferred return, or “hurdle,” and a “catch up” feature. The foregoing incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of pre-incentive fee net investment income will be payable except to the extent that 20% of the cumulative net increase in net assets resulting from operations over the then current and 11 preceding calendar quarters exceeds the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters (the “Incentive Fee Limitation”). Therefore, any ordinary income incentive fee that is payable in a calendar quarter will be limited to the lesser of (1) 20% of the amount by which pre-incentive fee net investment income for such calendar quarter exceeds the 2% hurdle, subject to the “catch-up” provision, and (2) (x) 20% of the cumulative net increase in net assets resulting from operations for the then current and 11 preceding calendar quarters minus (y) the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the sum of pre-incentive fee net investment income, realized gains and losses and unrealized gains and losses for the then current and 11 preceding calendar quarters. The second part of the incentive fee is determined and payable in arrears as of the end of each fiscal year in an amount equal to 20% of realized capital gains, if any, on a cumulative basis from inception through the end of the year, computed net of all realized capital losses on a cumulative basis and unrealized depreciation, less the aggregate amount of any previously paid capital gain incentive fees.

The composition of the Company’s incentive fees was as follows:

     
  For the years ended December 31,
     2018   2017   2016
Part one incentive fees(1)   $ 6,730     $ 6,276     $ 5,602  
Part two incentive fees(2)           (175 )      175  
Incentive Fee Limitation     (4,979 )      (415 )       
Incentive fees, excluding the impact of the incentive fee waiver     1,751       5,686       5,777  
Incentive fee waiver(3)           (308 )      (273 ) 
Total incentive fees, net of incentive fee waiver   $ 1,751     $ 5,378     $ 5,504  

(1) Based on net investment income.
(2) Based upon net realized and unrealized gains and losses, or capital gains. The Company accrues, but does not pay, a capital gains incentive fee in connection with any unrealized capital appreciation, as appropriate. If, on a cumulative basis, the sum of net realized gains (losses) plus net unrealized gain (loss) decreases during a period, the Company will reverse any excess capital gains incentive fee previously accrued such that the amount of capital gains incentive fee accrued is no more than 20% of the sum of net realized gains (losses) plus net unrealized gain (loss).
(3) Represents part one incentive fees waived by MC Advisors.

The Company has entered into an Administration Agreement with Monroe Capital Management Advisors, LLC (“MC Management”), under which the Company reimburses MC Management (subject to the review and approval of the Board) for its allocable portion of overhead and other expenses, including the costs of furnishing the Company with office facilities and equipment and providing clerical, bookkeeping, record-keeping and other administrative services at such facilities, and the Company’s allocable portion of the cost of the chief financial officer and chief compliance officer and their respective staffs. To the extent that MC Management outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis, without incremental profit to MC Management. For the years ended December 31, 2018, 2017 and 2016, the Company incurred $3,430, $3,439 and $3,054, respectively, in administrative

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 6. Transactions with Related Parties  – (continued)

expenses (included within Professional fees, Administrative service fees and General and administrative expenses on the consolidated statements of operations) under the Administration Agreement, of which $1,327, $1,248 and $1,287, respectively, was related to MC Management overhead and salary allocation and paid directly to MC Management. As of December 31, 2018 and 2017, $342 and $322, respectively, of expenses were due to MC Management under this agreement and are included in accounts payable and accrued expenses on the consolidated statements of assets and liabilities.

The Company has entered into a license agreement with Monroe Capital LLC under which Monroe Capital LLC has agreed to grant the Company a non-exclusive, royalty-free license to use the name “Monroe Capital” for specified purposes in its business. Under this agreement, the Company will have a right to use the “Monroe Capital” name at no cost, subject to certain conditions, for so long as the Advisor or one of its affiliates remains its investment advisor. Other than with respect to this limited license, the Company has no legal right to the “Monroe Capital” name.

Note 7. Borrowings

On June 20, 2018, the Company’s stockholders approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act to the Company. As a result of this approval, the Company is now permitted to borrow amounts such that its asset coverage ratio, as defined in the 1940 Act, is at least 150% after such borrowing (if certain requirements are met), rather than 200%, as previously required. As of December 31, 2018 and 2017, the Company’s asset coverage ratio based on aggregate borrowings outstanding was 223% and 334%, respectively.

Revolving Credit Facility:  As of December 31, 2018, the Company had U.S. dollar borrowings of $117,150 and non-U.S. dollar borrowings denominated in Great Britain pounds of £14,800 ($18,876 in U.S. dollars) under its revolving credit facility with ING Capital LLC, as agent, to finance the purchase of the Company’s assets. As of December 31, 2017, the Company had U.S. dollar borrowings of $105,200 and non-U.S. dollar borrowings denominated in Great Britain pounds of £8,800 ($11,892 in U.S. dollars) under its revolving credit facility with ING Capital LLC, as agent, to finance the purchase of the Company’s assets. The borrowings denominated in Great Britain pounds may be positively or negatively affected by movements in the rate of exchange between the U.S. dollar and the Great Britain pound. These movements are beyond the control of the Company and cannot be predicted. The borrowings denominated in Great Britain pounds are translated into U.S. dollars based on the spot rate at each balance sheet date. The impact resulting from changes in foreign currency borrowings is included in net change in unrealized gain (loss) on foreign currency and other transactions in the Company’s consolidated statements of operations and totaled $1,023, ($354) and zero for the years ended December 31, 2018, 2017 and 2016.

As of December 31, 2018, the maximum amount the Company was able to borrow was $200,000 and this borrowing can be increased to $300,000 pursuant to an accordion feature (subject to maintaining 200% asset coverage, as defined by the 1940 Act). On February 22, 2017, the Company closed a $40,000 upsize to the revolving credit facility, bringing the maximum amount the Company is able to borrow from $160,000 to $200,000, in accordance with the facility’s accordion feature. The maturity date on the facility was December 14, 2020.

The revolving credit facility is secured by a lien on all of the Company’s assets, including cash on hand, but excluding the assets of the Company’s wholly-owned subsidiary, MRCC SBIC. The Company’s ability to borrow under the revolving credit facility is subject to availability under a defined borrowing base, which varies based on portfolio characteristics and certain eligibility criteria and concentration limits, as well as required valuation methodologies. The Company may make draws under the revolving credit facility to make or purchase additional investments through December 2019 and for general working capital purposes until the maturity date of the revolving credit facility. Borrowings under the revolving credit facility bear interest, at the

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 7. Borrowings  – (continued)

Company’s election, at an annual rate of LIBOR (one-month, two-month, three-month or six-month at our discretion based on the term of the borrowing) plus 2.75% or at a daily rate equal to 1.75% per annum plus the greater of the prime interest rate, the federal funds rate plus 0.5% or LIBOR plus 1.0%. In addition to the stated interest rate on borrowings under the revolving credit facility, the Company is required to pay a fee of 0.5% per annum on any unused portion of the revolving credit facility if the unused portion of the facility is less than 65% of the then available maximum borrowing or a fee of 1.0% per annum on any unused portion of the revolving credit facility if the unused portion of the facility is greater than or equal to 65% of the then available maximum borrowing. As of December 31, 2018 and 2017, the outstanding borrowings were accruing at a weighted average interest rate of 5.0% and 4.4%, respectively. The weighted average interest rate of the revolving credit facility borrowings (excluding debt issuance costs) for the years ended December 31, 2018, 2017 and 2016 was 4.7%, 4.2% and 3.6%, respectively. The weighted average fee rate on the unused portion of the revolving credit facility for the years ended December 31, 2018, 2017 and 2016 was 0.6%, 0.5% and 0.5%, respectively.

The Company’s ability to borrow under the revolving credit facility is subject to availability under the borrowing base, which permits the Company to borrow up to 70% of the fair market value of its portfolio company investments depending on the type of the investment the Company holds and whether the investment is quoted. The Company’s ability to borrow is also subject to certain concentration limits, and continued compliance with the representations, warranties and covenants given by the Company under the facility. The revolving credit facility contains certain financial and restrictive covenants, including, but not limited to, the Company’s maintenance of: (1) a minimum consolidated total net assets at least equal to the greater of (a) 40% of the consolidated total assets on the last day of each quarter or (b) $120,000 plus 65% of the net proceeds to the Company from sales of its securities after December 14, 2015; (2) a ratio of total assets (less total liabilities other than indebtedness) to total indebtedness of not less than 2.1 times; and (3) a ratio of earnings before interest and taxes to interest expense of at least 2.5 times. The revolving credit facility also requires the Company to undertake customary indemnification obligations with respect to ING Capital LLC and other members of the lending group and to reimburse the lenders for expenses associated with entering into the credit facility. The revolving credit facility also has customary provisions regarding events of default, including events of default for nonpayment, change in control transactions at both Monroe Capital Corporation and MC Advisors, failure to comply with financial and negative covenants, and failure to maintain our relationship with MC Advisors. If the Company incurs an event of default under the revolving credit facility and fails to remedy such default under any applicable grace period, if any, then the entire revolving credit facility could become immediately due and payable, which would materially and adversely affect the Company’s liquidity, financial condition, results of operations and cash flows.

On April 25, 2018, the Company entered into an amendment to the revolving credit facility which, among other things, removes the pricing step-down related to the Company’s net worth to fix the interest rate the revolving credit facility bears to LIBOR plus 2.75% and makes certain borrowing base changes to allow more flexibility under the revolving credit facility. The Company paid the lenders an amendment fee of $200 in conjunction with the amendment which has been capitalized within unamortized deferred financing costs and is amortized into interest expense over the estimated average life of the borrowings.

The Company’s revolving credit facility also imposes certain conditions that may limit the amount of the Company’s distributions to stockholders. Distributions payable in the Company’s common stock under the DRIP are not limited by the revolving credit facility. Distributions in cash or property other than common stock are generally limited to 115% of the amount of distributions required to maintain the Company’s status as a RIC.

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 7. Borrowings  – (continued)

See Note 14 for information on the March 1, 2019 amendment and extension of the revolving credit facility.

2023 Notes:   On September 12, 2018, the Company closed a public offering of 2,760,000 units of senior unsecured notes at a public offering price of $25.00 per unit, resulting in aggregate principal and gross proceeds of $69,000. Aggregate underwriters’ discounts and commissions were $2,156 and deferred financing costs were $450, resulting in net proceeds of approximately $66,394. The 2023 Notes will mature on October 31, 2023. Interest on the 2023 Notes is paid quarterly on January 31, April 30, July 31, and October 31, at an annual rate of 5.75%, commencing on October 31, 2018. The Company may redeem the 2023 Notes in whole or in part at any time or from time to time on or after October 31, 2020. The 2023 Notes are general, unsecured obligations and rank equal in right of payment with all of the Company’s existing and future unsecured indebtedness. The 2023 Notes are listed on The Nasdaq Global Select Market under the trading symbol MRCCL.

SBA Debentures:  On February 28, 2014, the Company’s wholly-owned subsidiary, MRCC SBIC received a license from the SBA to operate as a SBIC under Section 301(c) of the Small Business Investment Act of 1958, as amended. MRCC SBIC commenced operations on September 16, 2013.

The SBIC license allows MRCC SBIC to obtain leverage by issuing SBA debentures, subject to the issuance of a leverage commitment by the SBA and other customary procedures. SBA debentures are non-recourse, interest only debentures with interest payable semi-annually and have a ten year maturity. The principal amount of SBA debentures is not required to be paid prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA debentures is fixed on a semi-annual basis (pooling date) at a market-driven spread over U.S. Treasury Notes with 10-year maturities. The SBA, as a creditor, has a superior claim to MRCC SBIC’s assets over the Company’s stockholders in the event the Company liquidates MRCC SBIC or the SBA exercises its remedies upon an event of default.

SBA regulations currently limit the amount that an individual SBIC may borrow to a maximum of $175,000 when it has at least $87,500 in regulatory capital, receives a leverage commitment from the SBA and has been through an audit examination by the SBA subsequent to licensing. The SBA also limits a related group of SBICs (commonly referred to as a “family of funds”) to a maximum of $350,000 in total borrowings.

As of December 31, 2018, MRCC SBIC had $57,624 in leverageable capital and $115,000 in SBA debentures outstanding. As of December 31, 2017, MRCC SBIC had $57,624 in leverageable capital and $109,520 in SBA debentures outstanding.

As of December 31, 2018, MRCC SBIC had the following SBA debentures outstanding:

   
Maturity Date   Interest Rate   Amount
September 2024     3.4 %    $ 12,920  
March 2025     3.3 %      14,800  
March 2025     2.9 %      7,080  
September 2025     3.6 %      5,200  
March 2027     3.5 %      20,000  
September 2027     3.2 %      32,100  
March 2028     3.9 %      18,520  
September 2028     4.2 %      4,380  
Total         $ 115,000  

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 7. Borrowings  – (continued)

As of December 31, 2017, MRCC SBIC had the following SBA debentures outstanding:

   
Maturity Date   Interest Rate   Amount
September 2024     3.4 %    $ 12,920  
March 2025     3.3 %      14,800  
March 2025     2.9 %      7,080  
September 2025     3.6 %      5,200  
March 2027     3.5 %      20,000  
September 2027     3.2 %      32,100  
March 2028     2.5 %(1)      9,160  
March 2028     2.6 %(1)      2,780  
March 2028     2.7 %(1)      5,480  
Total         $ 109,520  

(1) Represents an interim rate of interest as the SBA debentures had not yet pooled.

On October 2, 2014, the Company was granted exemptive relief from the SEC for permission to exclude the debt of MRCC SBIC guaranteed by the SBA from the asset coverage test under the 1940 Act. The receipt of this exemption for this SBA debt increases flexibility under the asset coverage test.

Secured Borrowings:  Certain partial loan sales do not qualify for sale accounting under ASC Topic 860 because these sales do not meet the definition of a “participating interest,” as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest remain as an investment on the accompanying consolidated statements of assets and liabilities and the portion sold is recorded as a secured borrowing in the liabilities section of the consolidated statements of assets and liabilities. For these partial loan sales, the interest earned on the entire loan balance is recorded within “interest income” and the interest earned by the buyer in the partial loan sale is recorded within “interest and other debt financing expenses” in the accompanying consolidated statements of operations. As of December 31, 2018 and 2017, there were no secured borrowings.

Components of interest expense:  The components of the Company’s interest expense and other debt financing expenses are as follows:

     
  For the years ended December 31,
     2018   2017   2016
Interest expense – revolving credit facility   $ 5,845     $ 4,771     $ 4,422  
Interest expense – 2023 Notes     1,201              
Interest expense – SBA debentures     3,814       2,434       1,340  
Amortization of deferred financing costs     1,410       1,042       820  
Interest expense – secured borrowings           34       123  
Other           31       77  
Total interest and other debt financing expenses   $ 12,270     $ 8,312     $ 6,782  

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 8. Derivative Instruments

The Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on future interest cash flows from the Company’s investments denominated in foreign currencies. As of December 31, 2018, the counterparty to these foreign currency forward contracts was Bannockburn Global Forex, LLC. Net unrealized gain or loss on foreign currency forward contracts are included in net change in unrealized gain (loss) from foreign currency and other transactions and net realized gain or loss on forward currency forward contracts are included in net realized gain (loss) from foreign currency forward contracts in the accompanying consolidated statements of operations.

Certain information related to the Company’s foreign currency forward contracts is presented below as of December 31, 2018. There were no derivative instruments outstanding as of December 31, 2017.

         
  As of December 31, 2018
     Notional Amount to be Sold   Settlement
Date
  Gross
Amount of
Unrealized
Gain
  Gross
Amount of
Unrealized
Loss
  Balance Sheet location
of Net Amounts
Foreign currency forward contract   £ 107       1/2/2019     $ 1     $       Unrealized gain on foreign
currency forward contracts
 
Foreign currency forward contract   £ 228       2/28/2019       1             Unrealized gain on foreign
currency forward contracts
 
Foreign currency forward contract   £ 106       4/1/2019       1             Unrealized gain on foreign
currency forward contracts
 
Foreign currency forward contract   £ 229       5/31/2019       1             Unrealized gain on foreign
currency forward contracts
 
Foreign currency forward contract   £ 106       7/1/2019       1             Unrealized gain on foreign
currency forward contracts
 
Foreign currency forward contract   £ 230       8/30/2019       1             Unrealized gain on foreign
currency forward contracts
 
Foreign currency forward contract   £ 105       10/1/2019       1             Unrealized gain on foreign
currency forward contracts
 
Foreign currency forward contract   £ 230       11/29/2019       1             Unrealized gain on foreign
currency forward contracts
 
Foreign currency forward contract   £ 104       1/2/2020       1             Unrealized gain on foreign
currency forward contracts
 
Foreign currency forward contract   £ 231       2/28/2020       1             Unrealized gain on foreign
currency forward contracts
 
Foreign currency forward contract   £ 103       4/1/2020       1             Unrealized gain on foreign
currency forward contracts
 
Foreign currency forward contract   £ 102       5/5/2020       1             Unrealized gain on foreign
currency forward contracts
 
Foreign currency forward contract   £ 230       5/29/2020       1             Unrealized gain on foreign
currency forward contracts
 
Foreign currency forward contract   £ 230       8/28/2020       1             Unrealized gain on foreign
currency forward contracts
 
Foreign currency forward contract   £ 229       11/30/2020       2             Unrealized gain on foreign
currency forward contracts
 
Total   £ 2,570           $ 16     $        

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 8. Derivative Instruments  – (continued)

For the years ended December 31, 2018 and 2017, the Company recognized net change in unrealized gain (loss) on foreign currency forward contracts of $16 and zero, respectively. For the years ended December 31, 2018 and 2017, the Company recognized net realized gain (loss) on foreign currency forward contracts of ($3) and zero, respectively.

Note 9. Income Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code. As a RIC, the Company is not taxed on any investment company taxable income or capital gains which it distributes to stockholders. The Company intends to distribute all of its investment company taxable income and capital gains annually. Accordingly, no provision for federal income tax has been made in the consolidated financial statements.

Dividends from net investment income and distributions from net realized capital gains are determined in accordance with U.S. federal tax regulations, which may differ from amounts in accordance with U.S. GAAP and those differences could be material. These book-to-tax differences are either temporary or permanent in nature. Reclassifications due to permanent book-to-tax differences have no impact on net assets.

The following permanent differences were reclassified for tax purposes:

     
  For the years ended December 31,
     2018   2017   2016
Increase (decrease) in capital in excess of par value   $ 67     $ (128 )    $ (3,547 ) 
Increase (decrease) in accumulated undistributed (overdistributed) earnings     (67 )      128       3,547  

Taxable income generally differs from net increase (decrease) in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses and generally excludes unrealized gain (loss) on investments as investment gains and losses are not included in taxable income until they are realized.

Capital losses in excess of capital gains earned in a tax year may generally be carried forward and used to offset capital gains, subject to certain limitations. Under the Regulated Investment Company Modernization Act of 2010, capital losses incurred after September 30, 2011 will not be subject to expiration and retain their character as either short-term or long-term capital losses. As of December 31, 2018 and 2017, the Company had short-term capital loss carryforwards of $1,211 and zero, respectively. As of December 31, 2018, the Company had long-term capital loss carryforwards of $21,547 and $372, respectively.

The following table reconciles net increase in net assets resulting from operations to taxable income:

     
  For the years ended December 31,
     2018   2017   2016
Net increase in net assets resulting from operations   $ 5,848     $ 12,152     $ 24,365  
Net change in unrealized gain (loss)     (3,978 )      13,480       (1,272 ) 
Other realized gain (loss) for tax but not book     7,628              
Other income (loss) for tax but not book     (2,162 )      (6,485 )      (907 ) 
Other deductions for book in excess of deductions for tax           (175 )      175  
Expenses not currently deductible     11       100       679  
Net capital loss carryforward     22,386       372        
Total taxable income   $ 29,733     $ 19,444     $ 23,040  

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 9. Income Taxes  – (continued)

For income tax purposes, distributions paid to stockholders are reported as ordinary income, return of capital, long term capital gains or a combination thereof. The following table provides the tax character of distributions paid:

     
  For the years ended December 31,
     2018   2017   2016
Ordinary income   $ 28,483     $ 26,458     $ 20,708  
Long-term capital gains           591        
Total   $ 28,483     $ 27,049     $ 20,708  

For federal income tax purposes, as of December 31, 2018, gross unrealized gain and gross unrealized loss on the investment portfolio was $7,255 and $17,689, respectively. As of December 31, 2018 and 2017, the aggregate cost of securities for federal income tax purposes was $564,055.

Note 10. Distributions

The Company’s distributions are recorded on the record date. The following table summarizes dividends declared during the years ended December 31, 2018, 2017 and 2016:

               
Date Declared   Record Date   Payment Date   Amount Per Share   Cash Distribution   DRIP Shares Issued   DRIP Shares Value   DRIP Shares Repurchased in the Open Market   Cost of DRIP Shares Repurchased
Year ended December 31, 2018:
                                                              
March 1, 2018     March 16, 2018       March 30, 2018     $ 0.35     $ 7,084           $       23,908     $ 301  
June 1, 2018     June 15, 2018       June 29, 2018       0.35       6,786       22,308       301              
August 31, 2018     September 14, 2018       September 28, 2018       0.35       7,156                   24,946       338  
November 30, 2018     December 14, 2018       December 28, 2018       0.35       7,156                   35,006       337  
Total distributions declared               $ 1.40     $ 28,182       22,308     $ 301       83,860     $ 976  
Year ended December 31, 2017:
                                                              
March 7, 2017     March 17, 2017       March 31, 2017     $ 0.35     $ 5,549       16,217     $ 254           $  
May 31, 2017     June 15, 2017       June 30, 2017       0.35       6,807       17,932       271              
August 31, 2017     September 15, 2017       September 29, 2017       0.35       7,084                   6,508       93  
December 1, 2017     December 15, 2017       December 29, 2017       0.35       7,084                   20,832       294  
Total distributions declared               $ 1.40     $ 26,524       34,149     $ 525       27,340     $ 387  
Year ended December 31, 2016:
                                                              
March 4, 2016     March 15, 2016       March 31, 2016     $ 0.35     $ 4,553           $       20,144     $ 277  
June 1, 2016     June 15, 2016       June 30, 2016       0.35       4,553                   18,518       275  
August 30, 2016     September 15, 2016       September 30, 2016       0.35       5,730       4,493       70              
November 30, 2016     December 15, 2016       December 30, 2016       0.35       5,734       4,369       68              
Total distributions declared               $ 1.40     $ 20,570       8,862     $ 138       38,662     $ 552  

None of the distributions declared during the years ended December 31, 2018, 2017, and 2016 represented a return of capital for tax purposes.

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 11. Stock Issuances and Repurchases

Stock Issuances:

On July 1, 2016, the Company amended the at-the-market (“ATM”) securities offering program the Company entered into on February 6, 2015, with MLV & Co. LLC (“MLV”) and JMP Securities LLC (“JMP”) (the “Initial ATM Program”), to replace MLV with FBR Capital Markets & Co. (“FBR”), an affiliate of MLV. On May 12, 2017, the Company entered into new equity distribution agreements with each of FBR and JMP (the “ATM Program”). All other material terms of the Initial ATM Program remain unchanged under the ATM Program. During the year ended December 31, 2016, there were no stock issuances under the Initial ATM Program. During the year ended December 31, 2017, the Company sold 173,939 shares at an average price of $15.71 per share for gross proceeds of $2,732 under the Initial ATM Program and no shares were sold under the ATM Program. Aggregate underwriters’ discounts and commissions were $41 and offering costs were $23, resulting in net proceeds of approximately $2,668. During the year ended December 31, 2018, the Company sold 182,299 shares at an average price of $13.82 per share for gross proceeds of $2,519 under the ATM Program. Aggregate underwriters’ discounts and commissions were $38 and offering costs were $79, resulting in net proceeds of approximately $2,402.

On July 25, 2016, the Company closed a public offering of 3,100,000 shares of common stock at a public offering price of $15.50 per share, raising approximately $48,050 in gross proceeds. On August 3, 2016, the Company sold an additional 465,000 shares of common stock, at a public offering price of $15.50 per share, raising approximately $7,208 in gross proceeds pursuant to the underwriters’ exercise of the over-allotment option. Aggregate underwriters’ discounts and commissions were $2,210 and offering costs were $528, resulting in net proceeds of $52,520.

On June 9, 2017, the Company closed a public offering of 3,000,000 shares of common stock at a public offering price of $15.00 per share, raising approximately $45,000 in gross proceeds. On June 14, 2017, pursuant to the underwriters’ exercise of the over-allotment option, the Company sold an additional 450,000 shares of its common stock, at a public offering price of $15.00 per share, raising an additional $6,750 in gross proceeds for a total of $51,750. Aggregate underwriters’ discounts and commissions were $2,070 and offering costs were $127, resulting in net proceeds of approximately $49,553.

Note 12. Commitments and Contingencies

Commitments:  As of December 31, 2018 and 2017, the Company had $56,041 and $41,238, respectively, in outstanding commitments to fund investments under undrawn revolvers, capital expenditure loans and delayed draw commitments. As described in Note 3, the Company had commitments of $22,800 and $40,500, respectively, to SLF as of December 31, 2018 and 2017, that may be contributed primarily for the purpose of funding new investments approved by the SLF investment committee.

Indemnifications:  In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties that provide general indemnifications. The Company’s maximum exposure under these agreements is unknown, as these involve future claims that may be made against the Company but that have not occurred. The Company expects the risk of any future obligations under these indemnifications to be remote.

Concentration of credit and counterparty risk:  Credit risk arises primarily from the potential inability of counterparties to perform in accordance with the terms of the contract. In the event that the counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparties or issuers of the instruments. It is the Company’s policy to review, as necessary, the credit standing of each counterparty.

Market risk:  The Company’s investments and borrowings are subject to market risk. Market risk is the potential for changes in the value due to market changes. Market risk is directly impacted by the volatility and liquidity in the markets in which the investments and borrowings are traded.

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 12. Commitments and Contingencies  – (continued)

Legal proceedings:  In the normal course of business, the Company may be subject to legal and regulatory proceedings that are generally incidental to its ongoing operations. While there can be no assurance of the ultimate disposition of any such proceedings, the Company is not currently aware of any such proceedings or disposition that would have a material adverse effect on the Company’s consolidated financial statements.

Note 13. Financial Highlights

The financial highlights for the Company are as follows:

         
  For the years ended December 31,
     2018   2017   2016   2015   2014
Per share data:
                                            
Net asset value at beginning of year   $ 13.77     $ 14.52     $ 14.19     $ 14.05     $ 13.92  
Net investment income(1)     1.57       1.40       1.55       1.60       1.57  
Net gain (loss)(1)     (1.28 )      (0.75 )      0.13       (0.07 )      (0.12 ) 
Net increase in net assets from operations(1)     0.29       0.65       1.68       1.53       1.45  
Stockholder distributions – income     (1.40 )      (1.37 )      (1.40 )      (1.37 )      (1.36 ) 
Stockholder distributions – capital
gains
          (0.03 )            (0.03 )       
Effect of share issuance above (below) NAV(2)                 0.05              
Effect of share repurchases(2)                             0.04  
Other(2)                       0.01        
Net asset value at end of year   $ 12.66     $ 13.77     $ 14.52     $ 14.19     $ 14.05  
Net assets at end of year   $ 258,767     $ 278,699     $ 240,850     $ 184,535     $ 133,738  
Shares outstanding at end of year     20,444,564       20,239,957       16,581,869       13,008,007       9,517,910  
Per share market value at end of year   $ 9.60     $ 13.75     $ 15.38     $ 13.09     $ 14.46  
Total return based on market value(3)     (21.74 )%      (1.82 )%      28.95 %      (0.21 )%      30.67 % 
Total return based on average net asset value(4)     2.17 %      4.58 %      11.70 %      11.04 %      10.34 % 
Ratio/Supplemental data:
                                            
Ratio of net investment income to average net assets(5)     11.85 %      9.80 %      10.81 %      11.56 %      11.20 % 
Ratio of total expenses, net of incentive fee waiver, to average net assets(5)     9.84 %      9.46 %      10.81 %      11.20 %      11.03 % 
Average debt outstanding   $ 243,929     $ 179,500     $ 156,358     $ 119,860     $ 92,410  
Average debt outstanding per share   $ 11.99     $ 9.64     $ 10.75     $ 10.26     $ 9.63  
Portfolio turnover     31.53 %      39.39 %      22.41 %      30.70 %      47.03 % 

(1) Calculated using the weighted average shares outstanding during the years presented.
(2) Includes the effect of share issuances above (below) net asset value and the impact of different share amounts used in calculating per share data as a result of calculating certain per share data based on weighted average shares outstanding during the year and certain per share data based on shares outstanding as of a period end or transaction date.
(3) Total return based on market value is calculated assuming a purchase of common shares at the market value on the first day and a sale at the market value on the last day of the periods reported. Distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company’s DRIP. Total return based on market value does not reflect brokerage commissions.

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 13. Financial Highlights  – (continued)

(4) Total return based on average net asset value is calculated by dividing the net increase in net assets from operations by the average net asset value.
(5) The following is a schedule of supplemental ratios for the years presented.

         
  2018   2017   2016   2015   2014
Ratio of interest and other debt financing expenses to average net assets     4.56 %      3.13 %      3.26 %      3.33 %      3.23 % 
Ratio of total expenses (without incentive fees) to average net assets     9.19 %      7.43 %      8.17 %      8.31 %      8.42 % 
Ratio of incentive fees, net of incentive fee waiver, to average net assets (6)     0.65 %      2.03 %      2.64 %      2.89 %      2.61 % 
(6) The ratio of waived incentive fees to average net assets was zero, 0.12%, 0.13%, zero and zero for the years ended December 31, 2018, 2017, 2016, 2015 and 2014, respectively.

Note 14. Subsequent Events

The Company has evaluated subsequent events through March 5, 2019, the date on which the consolidated financial statements were issued.

On March 5, 2019, the Board declared a quarterly distribution of $0.35 per share payable on March 29, 2019 to holders of record on March 15, 2019.

On March 1, 2019, the Company amended and restated its revolving credit facility (as amended and restated, the “Amended Credit Agreement”). Among other things, the Amended Credit Agreement increases the size of the facility from $200,000 to $255,000 (with an accordion feature that permits the Company, under certain circumstances, to increase the size of the facility up to $400,000), extends the period during which we may make draws under the revolving credit facility from expiring on December 14, 2019 to expiring on March 1, 2023, extends the final maturity date from December 14, 2020 to March 1, 2024, lowers the interest rate margins (a) for LIBOR loans (which may be one, three or six month, at our option), from 2.75% to 2.375% and (b) for alternate base rate loans, from 1.75% to 1.375%, reduced the asset coverage covenant from 2.1 to 1 to 1.5 to 1, replaced the consolidated interest coverage ratio with a minimum senior debt coverage ratio of 2 to 1 (in addition to the asset coverage ratio noted above), and increased the advance rate against certain types of assets in the Company’s portfolio.

The facility continues to be secured by substantially all of the Company’s assets (excluding, among other things, investments held in and by the Company’s wholly-owned subsidiary, MRCC SBIC). The Amended Credit Agreement and related agreements governing the facility required the Company to, among other things, (i) make representations and warranties regarding the collateral as well as the Company’s business and operations, (ii) agree to certain indemnification obligations, and (iii) agree to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar revolving credit facilities, including the covenants noted above and covenants related to: (A) limitations on the incurrence of additional indebtedness and liens, (B) limitations on certain investments, (C) limitations on certain asset transfers and restricted payments, (D) maintaining a minimum liquidity and net worth and (E) limitations on the creation or existence of agreements that prohibit liens on certain of the Company’s properties and certain of its subsidiaries. The Amended Credit Agreement and related documents also include usual and customary default provisions such as the failure to make timely payments under the facility, the occurrence of a change in control, and the Company’s failure to materially perform under the Amended Credit Agreement and related agreements governing the facility, which, if not complied with, could accelerate repayment under the facility, thereby materially and adversely affecting the Company’s liquidity, financial condition and results of operations.

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MONROE CAPITAL CORPORATION
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

Note 14. Subsequent Events  – (continued)

In addition to the asset coverage and senior debt coverage ratios described above, borrowings under the Amended Credit Agreement (and the incurrence of certain other permitted debt) will continue to be subject to compliance with a borrowing base that will apply different advance rates to different types of assets in the Company’s portfolio. Borrowings under the Amended Credit Agreement will continue to be subject to the facility’s various covenants and the leverage restrictions contained in the 1940 Act.

Note 15. Selected Quarterly Financial Data (unaudited)

       
  For the quarter ended
     December 31, 2018   September 30, 2018   June 30,
2018
  March 31, 2018
Total investment income   $ 14,835     $ 13,779     $ 14,820     $ 14,950  
Net investment income   $ 7,803     $ 7,726     $ 7,906     $ 8,465  
Net gain (loss)   $ (6,632 )    $ (8,719 )    $ (3,626 )    $ (7,075 ) 
Net increase (decrease) in net assets resulting from operations   $ 1,171     $ (993 )    $ 4,280     $ 1,390  
Net investment income per share – basic and diluted   $ 0.38     $ 0.38     $ 0.39     $ 0.42  
Net increase (decrease) in net assets resulting from operations per share – basic and diluted   $ 0.06     $ (0.05 )    $ 0.21     $ 0.07  
Net asset value per share at period end   $ 12.66     $ 12.95     $ 13.35     $ 13.49  

       
  For the quarter ended
     December 31, 2017   September 30, 2017   June 30,
2017
  March 31, 2017
Total investment income   $ 13,364     $ 13,469     $ 12,268     $ 12,006  
Net investment income   $ 6,995     $ 6,887     $ 6,088     $ 6,034  
Net gain (loss)   $ (4,754 )    $ (569 )    $ (5,064 )    $ (3,465 ) 
Net increase (decrease) in net assets resulting from operations   $ 2,241     $ 6,318     $ 1,024     $ 2,569  
Net investment income per share – basic and diluted   $ 0.35     $ 0.34     $ 0.35     $ 0.36  
Net increase (decrease) in net assets resulting from operations per share – basic and diluted   $ 0.11     $ 0.31     $ 0.06     $ 0.15  
Net asset value per share at period end   $ 13.77     $ 14.01     $ 14.05     $ 14.34  

       
  For the quarter ended
     December 31, 2016   September 30, 2016   June 30,
2016
  March 31, 2016
Total investment income   $ 11,233     $ 11,128     $ 11,118     $ 11,539  
Net investment income   $ 5,377     $ 5,583     $ 5,759     $ 5,787  
Net gain (loss) on investments and secured borrowings   $ 2,155     $ (1,971 )    $ (482 )    $ 2,157  
Net increase (decrease) in net assets resulting from operations   $ 7,532     $ 3,612     $ 5,277     $ 7,944  
Net investment income per share – basic and diluted   $ 0.32     $ 0.36     $ 0.44     $ 0.44  
Net increase (decrease) in net assets resulting from operations per share – basic and diluted   $ 0.45     $ 0.23     $ 0.41     $ 0.61  
Net asset value per share at period end   $ 14.52     $ 14.42     $ 14.50     $ 14.45  

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$300,000,000

 
 
 
 
 
 
 

Monroe Capital Corporation

 
 
 
 
 
 
 

Common Stock
Preferred Stock
Warrants
Subscription Rights
Debt Securities

 
 
 
 
 
 
 
 


PROSPECTUS

 

 
 
 
 
 
 

           , 2019

 

 


 
 

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MONROE CAPITAL CORPORATION
 
PART C
Other Information

Item 25. Financial Statements and Exhibits

(1) Financial Statements

The following financial statements are included in Part A “Information Required to be in the Prospectus” of the Registration Statement.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 
  Page
Management’s Report on Internal Control over Financial Reporting     F-2  
Report of Independent Registered Public Accounting Firm     F-3  
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting     F-4  
Consolidated Financial Statements:
        
Consolidated Statements of Assets and Liabilities as of December 31, 2018 and 2017     F-5  
Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016     F-6  
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2018, 2017 and 2016     F-7  
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016     F-8  
Consolidated Schedules of Investments as of December 31, 2018 and 2017     F-9  
Notes to Consolidated Financial Statements     F-28  

(2) Exhibits

 
(a)(1)   Amended and Restated Articles of Incorporation of Monroe Capital Corporation (Incorporated by reference to Exhibit (a)(1) of the Registrant’s Pre-Effective Amendment No. 8 to the Registration Statement on Form N-2 (File No. 333-172601) filed on October 18, 2012)
(b)(1)   Bylaws of Monroe Capital Corporation (Incorporated by reference to Exhibit (b)(1) of the Registrant’s Pre-Effective Amendment No. 8 to the Registration Statement on Form N-2 (File No. 333-172601) filed on October 18, 2012)
(c)   Not applicable
(d)(1)   Form of Stock Certificate of Monroe Capital Corporation (Incorporated by reference to Exhibit (d) of the Registrant’s Pre-Effective Amendment No. 8 to the Registration Statement on Form N-2 (File No. 333-172601) filed on October 18, 2012)
(d)(2)   Form of Subscription Certificate(1)
(d)(3)   Form of Subscription Agent Agreement(1)
(d)(4)   Form of Warrant Agreement(1)
(d)(5)   Form of Certificate of Designations for Preferred Stock(1)
(d)(6)   Statement of Eligibility of Trustee on Form T-1 (Incorporated by reference to Exhibit (d)(8) of the Registrant’s Post-Effective Amendment No. 5 to the Registration Statement on Form N-2 (File No. 333-216665) filed on September 5, 2018)
(d)(7)   Indenture, dated September 12, 2018, by and between the Registrant and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit (d)(7) of the Registrant’s Post-Effective Amendment No. 6 to the Registration Statement on Form N-2 (File No. 333-216665) filed on September 12, 2018)

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(d)(8)   First Supplemental Indenture, dated September 12, 2018, by and between the Registrant and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit (d)(8) of the Registrant’s Post-Effective Amendment No. 6 to the Registration Statement on Form N-2 (File No. 333-216665) filed on September 12, 2018)
(d)(9)   Form of Global Note with respect to the 5.75% Notes due 2023 (Incorporated by reference to Exhibit (d)(8) hereto, and Exhibit A therein)
(e)   Dividend Reinvestment Plan (Incorporated by reference to Exhibit (e) of the Registrant’s Pre-Effective Amendment No. 8 to the Registration Statement on Form N-2 (File No. 333-172601) filed on October 18, 2012)
(f)   Not applicable
(g)   Investment Advisory and Management Agreement between Registrant and MC Advisors (Incorporated by reference to Exhibit (g) of the Registrant’s Pre-Effective Amendment No. 8 to the Registration Statement on Form N-2 (File No. 333-172601) filed on October 18, 2012)
(h)(1)   Form of Underwriting Agreement for equity securities(1)
(h)(2)   Form of Underwriting Agreement for debt securities(1)
(h)(3)   Amended and Restated At Market Issuance Sales Agreement, dated May 12, 2017, by and between the Registrant, MC Advisors, MC Management and FBR Capital Markets & Co. (Incorporated by reference to Exhibit (h)(3) of the Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-216665) filed on May 12, 2017)
(h)(4)   Amended and Restated At Market Issuance Sales Agreement, dated May 12, 2017, by and between the Registrant, MC Advisors, MC Management and JMP Securities LLC (Incorporated by reference to Exhibit (h)(4) of the Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-216665) filed on May 12, 2017)
(h)(5)   Underwriting Agreement, dated June 9, 2017, by and between the Registrant, MC Advisors, MC Management and Raymond James & Associates, Inc. (Incorporated by reference to Exhibit (h)(5) of the Registrant’s Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-216665) filed on June 9, 2017)
(h)(6)   Underwriting Agreement, dated September 5, 2018, by and between the Registrant, MC Advisors, MC Management and Ladenburg Thalmann & Co. Inc. (Incorporated by reference to Exhibit (h)(6) of the Registrant’s Post-Effective Amendment No. 6 to the Registration Statement on Form N-2 (File No. 333-216665) filed on September 12, 2018)
(i)   Not applicable
(j)   Form of Custodian Agreement (Incorporated by reference to Exhibit (j) of the Registrant’s Pre-Effective Amendment No. 8 to the Registration Statement on Form N-2 (File No. 333-172601) filed on October 18, 2012)
(k)(1)   Administration Agreement between Registrant and MC Management (Incorporated by reference to Exhibit (k)(1) of the Registrant’s Pre-Effective Amendment No. 8 to the Registration Statement on Form N-2 (File No. 333-172601) filed on October 18, 2012)
(k)(2)   License Agreement between the Registrant and Monroe Capital LLC (Incorporated by reference to Exhibit (k)(2) of the Registrant’s Pre-Effective Amendment No. 8 to the Registration Statement on Form N-2 (File No. 333-172601) filed on October 18, 2012)
(k)(3)   Senior Secured Revolving Credit Agreement between the Registrant and the Lenders (Incorporated by reference to Exhibit (k)(3) of the Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-172601) filed on October 25, 2012)
(k)(4)   Senior Secured Term Loan Credit Agreement between Registrant and the Lender (Incorporated by reference to Exhibit (k)(4) of the Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-172601) filed October 25, 2012)

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(k)(5)   Amendment No. 1 to Senior Revolving Credit Agreement between the Registrant and the Lenders (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 814-00866) filed on December 20, 2013)
(k)(6)   Amended and Restated Senior Secured Revolving Credit Agreement among the Registrant as borrower, the Lenders party thereto and ING Capital LLC, as Administrative Agent, dated December 14, 2015 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 814-00866) filed on December 15, 2015)
(k)(7)   Amendment No. 1 to Amended and Restated Senior Secured Revolving Credit Agreement among the Registrant as borrower, the Lenders party thereto and ING Capital LLC, as Administrative Agent, dated April 29, 2016 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 814-00866) filed on May 3, 2016)
(k)(8)   MRCC Senior Loan Fund I, LLC Limited Liability Company Agreement, dated October 31, 2017, by and between the Registrant and NLV Financial Corporation (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 814-00866) filed on November 1, 2017)
(k)(9)   Amendment No. 2 to Amended and Restated Senior Secured Revolving Credit Agreement among the Registrant as borrower, the Lenders party thereto and ING Capital LLC, as Administrative Agent, dated April 25, 2018 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 814-00866) filed on April 27, 2018)
(k)(10)   Second Amended and Restated Senior Secured Revolving Credit Agreement among the Registrant as borrower, the Lenders party thereto and ING Capital LLC, as Administrative Agent, dated March 1, 2019 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 814-00866) filed on March 5, 2019)
(k)(11)   Amendment No. 1 to Second Amended and Restated Senior Secured Revolving Credit Agreement among the Company, as borrower, the Lenders party thereto, and ING Capital LLC, as Administrative Agent, dated March 20, 2019 (Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K (File No. 814-00866) filed on March 20, 2019)
(k)(12)   Form of Subscription Agreement (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 814-00866) filed on March 20, 2019)
(l)(1)   Opinion and Consent of Nelson Mullins Riley & Scarborough LLP (Incorporated by reference to Exhibit (l)(1) of the Registrant’s Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-216665) filed on April 25, 2017)
(l)(2)   Opinion and Consent of Nelson Mullins Riley & Scarborough LLP (Incorporated by reference to Exhibit (l)(2) of the Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-216665) filed on May 12, 2017)
(l)(3)   Opinion and Consent of Nelson Mullins Riley & Scarborough LLP (Incorporated by reference to Exhibit (l)(3) of the Registrant’s Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-216665) filed on June 9, 2017)
(l)(4)   Opinion and Consent of Nelson Mullins Riley & Scarborough LLP (Incorporated by reference to Exhibit (l)(4) of the Registrant’s Post-Effective Amendment No. 6 to the Registration Statement on Form N-2 (File No. 333-216665) filed on September 12, 2018)
(l)(5)   Opinion and Consent of Nelson Mullins Riley & Scarborough LLP (Incorporated by reference to Exhibit (l)(5) of the Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-2 (File No. 333-216665) filed on March 20, 2019)
(m)   Not applicable
(n)(1)   Consent of RSM US LLP(2)
(n)(2)   Report of RSM US LLP Regarding the Senior Security Table (Incorporated by reference to Exhibit (n)(4) of the Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-2 (File No. 333-216665) filed on March 20, 2019)
(o)   Not applicable

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(p)   Not applicable
(q)   Not applicable
(r)   Joint Code of Ethics of Registrant and MC Advisors (Incorporated by reference to Exhibit (q)(1) of the Registrant’s Pre-Effective Amendment No. 8 to the Registration Statement on Form N-2 (File No. 333-172601) filed on October 18, 2012)

(1) To be filed by post-effective amendment.
(2) Filed herewith.

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Item 26. Marketing Arrangements

The information contained under the heading “Plan of Distribution” on this Registration Statement is incorporated herein by reference.

Item 27. Other Expenses of Issuance and Distribution

 
Securities and Exchange Commission registration fee   $ 34,770
FINRA filing fee   $ 32,000 (1) 
Nasdaq Global Select Market listing fees   $ (1) 
Printing expenses   $ 225,000 (1) 
Legal fees and expenses   $ 525,000 (1) 
Accounting fees and expenses   $ 300,000 (1) 
Miscellaneous   $ 30,000 (1) 
Total   $ 1,146,770 (1) 

* $10,450 of this amount has been offset against a filing fee associated with unsold securities registered under a previous registration statement.
(1) These amounts are estimates.

All of the expenses set forth above will be borne by the Registrant.

Item 28. Persons Controlled by or Under Common Control

The following list sets forth each of the Registrant’s subsidiaries, the state under whose laws the subsidiaries are organized and the voting securities owned by the Registrant, directly or indirectly, in each subsidiary:

 
Monroe Capital Corporation SBIC, LP (Delaware)     100 % 
MCC SBIC GP, LLC (Delaware)     100 % 
MCC HoldCo Equity Manager I, LLC (Delaware)     100 % 
MRCC Holding Company I, LLC (Delaware)     100 % 
MRCC Holding Company II, LLC (Delaware)     100 % 
MRCC Holding Company III, LLC (Delaware)     100 % 

Each of the Registrant’s subsidiaries is consolidated for financial reporting purposes.

In addition, the Registrant may be deemed to control certain portfolio companies. See “Portfolio Companies” in the prospectus.

Item 29. Number of Holders of Securities

The following table sets forth the approximate number of record holders of our common stock as of March 27, 2019.

 
Title of Class   Number of Record Holders
Common Stock, $0.001 par value   6

Item 30. Indemnification

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our articles of incorporation contain such a provision that eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law, subject to the requirements of the 1940 Act.

Our charter authorizes us, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or any individual who,

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while a director or officer and at our request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in any such capacity and to pay or reimburse their reasonable expenses in advance of a final disposition of a proceeding.

Our bylaws obligate us, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or any individual who, while a director or officer and at our request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in any such capacity from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her service in any such capacity and to pay or reimburse their reasonable expenses in advance of a final disposition of a proceeding. Our bylaws also provide that, to the maximum extent permitted by Maryland law, with the approval of our board of directors and provided that certain conditions described in our bylaws are met, we may pay certain expenses incurred by any such indemnified person in advance of the final disposition of a proceeding upon receipt of an undertaking by or on behalf of such indemnified person to repay amounts we have so paid if it is ultimately determined that indemnification of such expenses is not authorized under our bylaws.

Maryland law requires a corporation (unless its articles of incorporation provide otherwise, which our articles of incorporation do not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received, unless in either case a court orders indemnification, and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, MC Advisors and its and its affiliates’ officers, directors, members, managers, stockholders and employees are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of MC Advisors’ services under the Investment Advisory Agreement.

The Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, MC Management and its and its affiliates’ officers, directors, members, managers, stockholders and employees are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of MC Management’s services under the Administration Agreement or otherwise as our administrator.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

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Item 31. Business and Other Connections of Investment Advisor.

A description of any other business, profession, vocation or employment of a substantial nature in which MC Advisors, and each managing director, director or executive officer of MC Advisors, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the sections entitled “Management.” Additional information regarding MC Advisors and its officers and directors is set forth in its Form ADV, as filed with the SEC (File No. 801-77229), and is incorporated herein by reference.

Item 32. Location of Accounts and Records.

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules thereunder are maintained at the offices of:

(1) Monroe Capital Corporation, 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606;
(2) the Transfer Agent, American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219;
(3) the Custodian, U.S. Bank National Association, Corporate Trust Services, One Federal Street, 3rd Floor, Boston, Massachusetts 02110; and
(4) Monroe Capital BDC Advisors, LLC, 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606.

Item 33. Management Services

Not Applicable.

Item 34. Undertakings

The Registrant hereby undertakes:

(1) To suspend the offering of shares until the prospectus is amended if (1) subsequent to the effective date of its registration statement, the net asset value declines more than ten percent from its net asset value as of the effective date of the registration statement; or (2) the net asset value increases to an amount greater than the net proceeds as stated in the prospectus.
(2) Not applicable.
(3) In the event that the securities being registered are to be offered to existing shareholders pursuant to warrants or rights, and any securities not taken by shareholders are to be reoffered to the public, to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by underwriters during the subscription period, the amount of unsubscribed securities to be purchased by underwriters, and the terms of any subsequent reoffering thereof; and further, if any public offering by the underwriters of the securities being registered is to be made on terms differing from those set forth on the cover page of the prospectus, to file a post-effective amendment to set forth the terms of such offering;
(4)

(a)

to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

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(ii) to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs 4(a)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference into the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

(b) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(d) that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) if the Registrant is relying on Rule 430B:
(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

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(ii) if the Registrant is subject to Rule 430C: each prospectus filed pursuant to Rule 424(b) or Rule 497(b), (c), (d), or (e) under the Securities Act of 1933, as applicable, as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use;
(e) that, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:
(i) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(5)

(a)

For the purpose of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by us pursuant to Rule 424(b)(1) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

(b) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(6) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of

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expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
(8) Not applicable.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 8 to the Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on the 28th day of March, 2019.

Monroe Capital Corporation

By: /s/ Theodore L. Koenig

Name: Theodore L. Koenig
Title:  Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 8 to the Registration Statement on Form N-2 has been signed by the following persons in the capacities and on the dates indicated.

   
Signature   Title   Date
/s/ Theodore L. Koenig

Theodore L. Koenig
  Chairman, Chief Executive Officer and Director (Principal Executive Officer)   March 28, 2019
/s/ Aaron D. Peck

Aaron D. Peck
  Chief Financial Officer, Chief Investment Officer
and Director
(Principal Financial and Accounting Officer)
  March 28, 2019
*

Thomas J. Allison
  Director   March 28, 2019
*

Jeffrey A. Golman
  Director   March 28, 2019
*

Jorde M. Nathan
  Director   March 28, 2019
*

Robert S. Rubin
  Director   March 28, 2019
*

Jeffrey D. Steele
  Director   March 28, 2019

*By:  

/s/ Aaron D. Peck

Aaron D. Peck
Attorney-in-fact

         

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