APO - MidCap Financial Investment Corporation Apollo Senior Floating Rate Fund Inc. and Apollo Tactical Income Fund Inc. Announce Filing of Definitive Joint Proxy Statement / Prospectus Relating to Previously Announced Proposed Mergers | Benzinga

Record Dates Set and Special Meetings of Stockholders Scheduled

MFIC Board Unanimously Recommends That Stockholders Vote "FOR" the MFIC Share Issuance Proposal

AFT Board Unanimously Recommends That Stockholders Vote "FOR" the AFT Merger Proposal

AIF Board Unanimously Recommends That Stockholders Vote "FOR" the AIF Merger Proposal

NEW YORK, April 04, 2024 (GLOBE NEWSWIRE) -- MidCap Financial Investment Corporation (NASDAQ:MFIC), Apollo Senior Floating Rate Fund Inc. (NYSE:AFT) and Apollo Tactical Income Fund Inc. (NYSE:AIF) (AFT and AIF, together, the "CEFs") today announced the filing of a definitive joint proxy statement / prospectus (the "Joint Proxy Statement") with the U.S. Securities and Exchange Commission (the "SEC") in connection with the previously announced proposed mergers of AFT and AIF with and into MFIC (each, a "Merger" and together, the "Mergers"). The registration statement previously filed by MFIC in connection with the Mergers (the "Registration Statement") was declared effective by the SEC on April 3, 2024. MFIC, AFT and AIF have each set a record date and scheduled a special meeting of its stockholders to vote on the respective proposal related to the Mergers.

Record and Special Meeting Dates

The table below presents the respective record date, special meeting date and time and proposal for each fund. Instructions on how to attend the special meetings and additional information on the proposals can be found in the Joint Proxy Statement. Stockholders of record as of the applicable record date are entitled to vote at the relevant fund's special meeting, or any adjournment or postponement thereof, and are encouraged to vote well in advance of the special meeting.

Voting Instructions

If you are a stockholder of record as of an applicable record date, you will receive copies of the Joint Proxy Statement and proxy card (together, the "Proxy Materials") either in the mail or electronically. If you are a stockholder of record as of an applicable record date and do not receive the Proxy Materials, please contact either your broker or Broadridge Financial Solutions ("Broadridge") at 1-855-200-8397. MFIC, AFT and AIF have each engaged Broadridge, an independent proxy solicitation firm, to assist in the solicitation of proxies in connection with the Mergers. If your vote has not been received after a reasonable amount of time, you may receive a telephone call from Broadridge reminding you to vote your shares. If you are a registered stockholder, for inquires unrelated to the Proxy Materials, please call Equiniti Trust Company, LLC, the transfer agent, dividend paying agent and registrar for MFIC, AFT and AIF, at 1-800-937-5449.

Please follow the instructions on the proxy card contained in the Proxy Materials and authorize a proxy to vote your shares via the Internet, by telephone or by signing, dating and returning the proxy card. Voting by proxy does not deprive you of your right to participate in the virtual special meetings.  

If you are a stockholder of MFIC, AFT and/or AIF and have any questions, please contact Broadridge at 1-855-200-8397 or contact the Investor Relations Department of MFIC, AFT and AIF at ebesen@apollo.com or 212-822-0625.

Transaction Overview

On November 7, 2023, MFIC, AFT and AIF announced that they had entered into definitive agreements pursuant to which, in connection with the Mergers, AFT and AIF will merge with and into MFIC, subject to the receipt of certain stockholder approvals and the satisfaction of customary closing conditions. MFIC is a publicly traded business development company ("BDC") managed by an affiliate of Apollo Global Management Inc. (("Apollo", NYSE:APO), and the CEFs are publicly traded closed-end management investment companies also managed by an affiliate of Apollo. Under the terms of the merger agreements, MFIC will be the surviving entity and will continue to operate as a BDC and trade on the NASDAQ Global Select Exchange under the ticker symbol "MFIC." MFIC's investment strategy will continue to focus on first lien floating rate loans to middle market companies, primarily sourced by MidCap Financial,ⁱ a leading middle market lender. All current MFIC officers and directors will remain in their current positions.  

The Mergers are expected to be accretive to net investment income per share for all stockholders reflecting operational synergies from the elimination of duplicative expenses, the ability to grow the CEFs' portfolios through additional leverage, and the proposed rotation in the ordinary course of the CEFs' lower yielding liquid assets into first lien middle market loans sourced by MidCap Financial.

Under the terms of the merger agreements, stockholders of the CEFs will receive an amount of newly issued shares of MFIC common stock based on the ratio of the net asset value ("NAV") per share of the applicable CEF divided by the NAV per share of MFIC, each determined shortly before the closing of each Merger (the "Exchange Ratios").ⁱⁱ Assuming both Mergers close, the estimated pro forma post-merger stockholder ownership of MFIC would be approximately 69% for current MFIC stockholders, 16% for current AFT stockholders, and 15% for current AIF stockholders.ⁱⁱⁱ  

In consideration of the closing of each Merger, promptly following the closing of the applicable Merger, an affiliate of Apollo will make a special cash payment of $0.25 per share (the "Special CEF Stockholder Cash Payment") to each AFT or AIF stockholder of record as of the closing date of the applicable Merger.^iv

In addition, prior to the closing of the applicable Merger, each of AFT and AIF will declare and pay to its respective stockholders one or more distributions of all of its previously undistributed net investment income ("UNII") and any net realized capital gain (the "AFT Tax Dividend" and the "AIF Tax Dividend", respectively, and, together, the "CEF Tax Dividends"). The exact amount of each CEF Tax Dividend will be based on the corresponding CEF's UNII and net realized capital gain (if any) prior to the closing of the applicable Merger. There can be no assurances with respect to the amount of each CEF Tax Dividend. The exact record date and payment date for the AFT Tax Dividend and the AIF Tax Dividend will be determined by the AFT Board of Directors and the AIF Board of Directors, respectively, based upon the timing of the anticipated closing of the applicable Merger. As of December 31, 2023, the UNII for AFT and AIF was $0.14 per share and $0.17 per share, respectively. Neither AFT nor AIF has any net realized capital gains.^v

In addition, following the closing of the Merger(s), as applicable, MFIC will pay a cash dividend of $0.20 per share (the "MFIC Special Cash Dividend"). The exact record date for the MFIC Special ...

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