MidCap Financial Investment Corp 8-K, filed Aug 2, 2022
MidCap Financial Investment Corp (MFIC)
About this 8-K
MidCap Financial Investment Corp filed this 8-K on August 2, 2022, reporting on events of August 1, 2022.
Items reported
- Item 1.01: Entered into a material agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 1, 2022
Apollo Investment Corporation
(Exact name of Registrant as specified in its charter)
| Maryland | 814-00646 | 52-2439556 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 9 West 57th Street New York, New York |
10019 | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code): (212) 515-3450
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, $0.001 par value | AINV | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement |
On August 1, 2022, pursuant to Section 15(c) of the Investment Company Act of 1940, as amended, the Board of Trustees (the “Board”) approved the Fourth Amended and Restated Investment Advisory Agreement between Apollo Investment Corporation (the “Registrant”) and Apollo Investment Management, L.P (the “New Advisory Agreement”). Under the New Advisory Agreement, the base management fee will be reduced to 1.75% of the Registrant’s net assets from 1.50% on the Registrant’s gross assets (and 1.00% on gross assets exceeding a 200% of net assets), effective as of January 1, 2023. The incentive fee on income will also be reduced to 17.5% from 20%, effective as of January 1, 2023. The performance threshold will remain 7% and there will be no change to the total return requirement, other than accounting for the change in the incentive fee for the period following January 1, 2023, or catch-up provision. The incentive fee on capital gains will also be reduced to 17.5% from 20% effective January 1, 2023.
On August 2, 2022, the Registrant entered into a share subscription agreement (“Purchase Agreement”) with MFIC Holdings, LP, a subsidiary of MidCap FinCo Designated Activity Company (together with its subsidiaries, “MidCap Financial”), a middle-market specialty finance firm discretionarily managed by an affiliate of the Registrant’s investment adviser, in connection with the issuance and sale of the Registrant’s common stock, par value $0.001 per share (the “Offering”). Pursuant to the Purchase Agreement, the Registrant will issue 1,932,641 shares of its common stock at a purchase price of $15.5228 per share, which is the net asset value per share of the Registrant’s common stock as of June 30, 2022. The shares will be subject to a two-year lock-up period. The total proceeds of the offering excluding expenses was approximately $30,000,000. The investor has agreed to bear any expenses that the Registrant may incur in connection with the offering of its shares of common stock in connection with the Offering greater than $300,000. The Registrant expects to use the net proceeds from the Offering to repay a portion of the indebtedness owed under its senior secured credit facility.
The Offering was made pursuant to the Registrant’s effective shelf registration statement on Form N-2 (Registration No. 333-238518) previously filed with the Securities and Exchange Commission, as supplemented by a final prospectus supplement dated August 2, 2022.
On August 2, 2022, the Registrant entered into a trademark license agreement (the “Trademark Agreement”) with Apollo Capital Management, L.P. to give the Registrant the right to use and display the trademark “MIDCAP FINANCIAL.”
The foregoing descriptions of the New Advisory Agreement, the Purchase Agreement and the Trademark Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the New Advisory Agreement, Purchase Agreement and Trademark Agreement filed with this report as Exhibits 1.1, 1.2 and 1.3, respectively, and which are incorporated herein by reference.
| Item 2.02 | Results of Operations and Financial Condition |
On August 2, 2022, the Registrant issued a press release announcing its financial results for the quarter ended June 30, 2022. The text of the press release is included as Exhibit 99.1 to this Form 8-K.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 1, 2022, the Board of the Registrant appointed Howard T. Widra to serve as Executive Chairman of the Registrant’s Board.
Prior to his appointment as Executive Chairman, Mr. Widra, 53, served as the Registrant’s Chief Executive Officer from May 2018 to August 2022 and as President from June 2016 to May 2018. Mr. Widra will continue to serve as Apollo Global Management’s (“Apollo”) Head of Direct Origination. Mr. Widra has been with Apollo and/or its affiliates since 2013. Mr. Widra was a co-founder of MidCap Financial, a middle-market specialty finance firm with $21.4 billion of annual originations and was formerly its Chief Executive Officer. Prior to MidCap Financial, Mr. Widra was the founder and President of Merrill Lynch Capital Healthcare Finance. Prior to Merrill Lynch, Mr. Widra was President of GE Capital Healthcare Commercial Finance and held senior roles in its predecessor entities including President of Heller Healthcare Finance, and COO of Healthcare Financial Partners. Mr. Widra holds a J.D., Cum Laude, from the Harvard Law School and a BA from the University of Michigan.
On August 1, 2022, John Hannan, 69, who served as Chairman of the Registrant’s Board from August 2006 to August 2022, was appointed Vice Chairman of the Board.
On August 1, 2022, the Board of the Registrant appointed Tanner Powell to serve as Chief Executive Officer of the Registrant’s Board.
Prior to his appointment as Chief Executive Officer, Mr. Powell, 42, served as President of the Registrant from May 2018 to August 2022 and served as Chief Investment Officer for the Registrant’s investment adviser from June 2016 to August 2022. Mr. Powell is a Partner and Portfolio Manager in Apollo’s Direct Origination business. He holds leadership roles in Apollo’s Credit Business, including its aircraft leasing and lending businesses. From 2004 to 2006, he served as an analyst in Goldman Sachs’ Principal Investment Area (PIA). From 2002 to 2004, Mr. Powell was an Analyst in the Industrials group at Deutsche Bank. He graduated from Princeton University with a BA in political economy.
On August 1, 2022, the Board of the Registrant appointed Ted McNulty to serve as President of the Registrant.
Mr. McNulty, 47, is a Managing Director in Apollo’s Credit business. Prior to joining Apollo, Mr. McNulty ran the mezzanine and later merchant banking business for a subsidiary of Mitsubishi UFJ and was a director at Haland before that. Previously, he held various roles at JPMorgan and its predecessor institutions, primarily in leveraged finance. Mr. McNulty received an MBA from the Kellogg School of Management and a BA in Government from Harvard University.
On August 1, 2022, the Board of the Registrant appointed Kristin Hester to serve as the Registrant’s Chief Legal Officer and Corporate Secretary.
Prior to her appointment as Chief Legal Officer, Ms. Hester, 41, served as the Registrant’s General Counsel and Assistant Secretary since 2021. Ms. Hester has served as Senior Counsel for Apollo since 2015 and also serves as Chief Legal Officer for Apollo Debt Solutions BDC, Apollo Senior Floating Rate Fund Inc., Apollo Tactical Income Fund Inc, Apollo Diversified Credit Fund and Redding Ridge Asset Management LLC. Prior to joining Apollo, Ms. Hester was associated with the law firms of Dechert LLP from 2009-2015 and Clifford Chance US LLP from 2006-2009. In each case she primarily advised U.S. registered investment companies, their investment advisers, and boards of directors on various matters under the Investment Company Act of 1940. Ms. Hester received her JD from Duke University School of Law and graduated cum laude from Bucknell University with a BS in Business Administration.
Joseph Glatt, 48, who served as the Registrant’s Chief Legal Officer and Secretary since 2014, was promoted to a new role as Partner in Apollo’s U.S. Financial Institutions Group.
| Item 8.01. | Other Events. |
On August 1, 2022, the Board of Directors approved changing the Registrant’s name from Apollo Investment Corporation to MidCap Financial Investment Corporation effective August 12, 2022. The Registrant’s common stock will begin to trade under the ticker “MFIC” on the NASDAQ Global Stock Market on or about August 12, 2022.
On August 2, 2022, the Registrant issued a press release announcing the Offering, the New Advisory Agreement, the officer changes, its name change and ticker symbol change. This press release is included as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| APOLLO INVESTMENT CORPORATION | ||
| By: | /s/ Kristin Hester | |
| Name: Kristin Hester | ||
| Title: Chief Legal Officer and Secretary | ||
Date: August 2, 2022
Exhibit 1.1
FOURTH AMENDED AND RESTATED
INVESTMENT ADVISORY MANAGEMENT AGREEMENT
BETWEEN
APOLLO INVESTMENT CORPORATION
AND
APOLLO INVESTMENT MANAGEMENT, L.P.
Fourth Amended and Restated Agreement made this 1st day of August 2022, by and between APOLLO INVESTMENT CORPORATION, a Maryland corporation (the “Corporation”), and APOLLO INVESTMENT MANAGEMENT L.P., a Delaware limited partnership (the “Adviser”).
WHEREAS, the Corporation is a closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940 (the “Investment Company Act”);
WHEREAS, the Adviser is an investment adviser that has registered under the Investment Advisers Act of 1940 (the “Advisers Act”); and
WHEREAS, the Corporation desires to retain the Adviser to furnish investment advisory services to the Corporation on the terms and conditions hereinafter set forth, and the Adviser wishes to be retained to provide such services.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:
1. Duties of the Adviser.
(a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004, as the same shall be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power
and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.
(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Corporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Corporation, subject to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.
(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation.
(e) The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records with respect to the Corporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and will surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.
2. Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser and not by the Corporation. The Corporation will bear all other costs and expenses of its operations and transactions, including (without limitation) those relating to: organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third
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parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Corporation and in monitoring the Corporation’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Corporation’s investments; offerings of the Corporation’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Corporation and Apollo Investment Administration, LLC (the “Administrator”), the Corporation’s administrator; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Corporation’s 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 Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Corporation’s allocable portion of the 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; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs.
3. Compensation of the Adviser. The Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Corporation may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time.
(a) Prior to January 1, 2023, the Base Management Fee shall be calculated initially at an annual rate of 1.50% (0.375% per quarter) of the lesser of (i) the average of the value of the Corporation’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters and (ii) the average monthly value (measured as of the last day of each month) of the Corporation’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) during the most recently completed calendar quarter; provided, however, in each case, the Base Management Fee shall be calculated at an annual rate of 1.00% (0.250% per quarter) of the average of the value of the Corporation’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) that exceeds the product of (A) 200% and (B) the value of the Corporation’s net asset value at the end of the prior calendar quarter. The Base Management Fee will be payable quarterly in arrears. The Base Management Fee for any partial quarter will be appropriately pro-rated. The value of the Corporation’s gross assets shall be calculated in accordance with the Corporation’s valuation policies.
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(b) Prior to January 1, 2023, the Incentive Fee shall consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on the Corporation’s income (such fee referred to herein as the “Incentive Fee on Income”) and a portion is based on the Corporation’s capital gains (such fee referred to herein as the “Incentive Fee on Capital Gains”), each as described below.
(i) The Incentive Fee on Income will be determined and paid quarterly in arrears by calculating the amount by which (x) the aggregate amount of the “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the current calendar quarter and each of the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after April 1, 2018, as the case may be (or the appropriate portion thereof in the case of any of the Corporation’s calendar quarters that commence January 1, 2019 and are one of the first eleven calendar quarters commencing on or after April 1, 2018) (in either case, the “Trailing Twelve Quarters”) exceeds (y) the Preferred Return Amount (as defined below) in respect of the Trailing Twelve Quarters. The Preferred Return Amount will be determined on a quarterly basis, and will be calculated by summing the amounts obtained by multiplying 1.75% by the Corporation’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Preferred Return Amount will be calculated after making appropriate adjustments to the Corporation’s net asset value at the beginning of each applicable calendar quarter for Corporation capital issuances and distributions during the applicable calendar quarter. Subject to Section 3(b)(ii) below, the amount of the Incentive Fee on Income that will be paid to the Adviser for a particular quarter will equal the excess of the Incentive Fee on Income so calculated less the aggregate Incentive Fees on Income that were paid to the Adviser (excluding waivers, if any) in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.
For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including, without limitation, any accrued income that the Corporation has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Corporation receives from portfolio companies) (the “Ordinary Income”) accrued during the calendar quarter, minus the Corporation’s operating expenses accrued during the calendar quarter (including, without limitation, the Base Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee on Income and the Incentive Fee on Capital Gains). For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.
The calculation of the Incentive Fee on Income for each quarter is as follows:
| (1) | No Incentive Fee on Income shall be payable to the Adviser in any calendar quarter in which the Corporation’s Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters does not exceed the Preferred Return Amount; |
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| (2) | 100% of the Corporation’s Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters, if any, that exceeds the Preferred Return Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined by multiplying 2.1875% by the Corporation’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 20% on all of the Corporation’s Pre-Incentive Fee Net Investment Income when the Corporation’s Pre-Incentive Fee Net Investment Income reaches 2.1875% per quarter (8.75% annualized) during the Trailing Twelve Quarters; and |
| (3) | For any quarter in which the Corporation’s Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters exceeds the Catch-Up Amount, the Incentive Fee on Income shall equal 20% of the amount of the Corporation’s Pre-Incentive Fee Net Investment Income for such Trailing Twelve Quarters, as the Preferred Return Amount and Catch-Up Amount will have been achieved. |
(ii) The Incentive Fee on Income as calculated is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (a) 20% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less (b) the aggregate Incentive Fees on Income that were paid to the Adviser (excluding waivers, if any) in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss in respect of the Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Corporation shall pay no Incentive Fee on Income to the Adviser in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Incentive Fee on Income calculated in accordance with Section 3(b)(i) above, the Corporation shall pay the Adviser the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Incentive Fee on Income calculated in accordance with Section 3(b)(i) above, the Corporation shall pay the Adviser the Incentive Fee on Income for such quarter.
(iii) The Incentive Fee on Capital Gains shall be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement). This fee shall equal 20.0% of the sum of the Corporation’s realized capital gains on a cumulative basis, calculated as of the end of each calendar year (or upon termination of this Agreement), computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any Incentive Fees on Capital Gains previously paid to the Adviser. The aggregate unrealized capital depreciation of the Corporation shall be calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Corporation’s portfolio as of the applicable calculation date and (b) the accreted or amortized cost basis of such investment.
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(c) Beginning on January 1, 2023, the Base Management Fee shall be calculated at an annual rate of 1.75% (0.4375% per quarter) of the Corporation’s net asset value as of the final business day of the prior calendar quarter; provided, however, that the Base Management Fee shall not be greater than 1.50% (0.375% per quarter) of the lesser of (i) the average of the value of the Corporation’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters and (ii) the average monthly value (measured as of the last day of each month) of the Corporation’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) during the most recently completed calendar quarter. Net assets means the Corporation’s total assets less liabilities determined on a consolidated basis in accordance with accounting principles generally accepted in the United States of America. The Base Management Fee will be payable quarterly in arrears. The Base Management Fee for any partial quarter will be appropriately pro-rated. The value of the Corporation’s gross assets shall be calculated in accordance with the Corporation’s valuation policies.
(d) Beginning on January 1, 2023, the Incentive Fee shall consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on the Corporation’s income (such fee referred to herein as the “Incentive Fee on Income”) and a portion is based on the Corporation’s capital gains (such fee referred to herein as the “Incentive Fee on Capital Gains”), each as described below.
(i) The Incentive Fee on Income will be determined and paid quarterly in arrears by calculating the amount by which (x) the aggregate amount of the “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the current calendar quarter and each of the eleven preceding calendar quarters (in either case, the “Trailing Twelve Quarters”) exceeds (y) the Preferred Return Amount (as defined below) in respect of the Trailing Twelve Quarters; provided, however, that the Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter exceeds the multiple of (A) 1.75% and (B) the Corporation’s net asset value at the beginning of such calendar quarter. For the purposes of the Incentive Fee calculations, each calendar quarter comprising the relevant Trailing Twelve Quarters that commenced prior to January 1, 2023 shall be known as a “Legacy Fee Quarter” while a calendar quarter that commenced on or after January 1, 2023 shall be known as a “Current Fee Quarter.” The Preferred Return Amount will be determined on a quarterly basis, and will be calculated by summing the amounts obtained by multiplying 1.75% by the Corporation’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Preferred Return Amount will be calculated after making appropriate adjustments to the Corporation’s net asset value at the beginning of each applicable calendar quarter for Corporation capital issuances and distributions during the applicable calendar quarter. Subject to Section 3(d)(ii) below, the amount of the Incentive Fee on Income that will be paid to the Adviser for a particular quarter will equal the excess of the Incentive Fee on Income so calculated less the aggregate Incentive Fees on Income that were paid to the Adviser (excluding waivers, if any) in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.
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For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including, without limitation, any accrued income that the Corporation has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Corporation receives from portfolio companies) (the “Ordinary Income”) accrued during the calendar quarter, minus the Corporation’s operating expenses accrued during the calendar quarter (including, without limitation, the Base Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee on Income and the Incentive Fee on Capital Gains). For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.
The calculation of the Incentive Fee on Income for each quarter is as follows:
(1) No Incentive Fee on Income shall be payable to the Adviser in any calendar quarter in which the Corporation’s Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters does not exceed the Preferred Return Amount;
(2) 100% of the Corporation’s Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters, if any, that exceeds the Preferred Return Amount but is less than or equal to an amount (the “Catch-Up Amount”), which shall be the sum of (i) the product of 2.1875% multiplied by the Corporation’s net asset value at the beginning of each applicable Legacy Fee Quarter included in the relevant Trailing Twelve Quarters and (ii) the product of 2.1212% multiplied by the Corporation’s net asset value at the beginning of each applicable Current Fee Quarter included in the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 20%, with respect to each Legacy Fee Quarter, and 17.50%, with respect to each Current Fee Quarter, on all of the Corporation’s Pre-Incentive Fee Net Investment Income when the Corporation’s Pre-Incentive Fee Net Investment Income reaches 2.1875% or 2.1212% per quarter, as applicable, (8.75% or 8.4848% annualized, respectively) during the Trailing Twelve Quarters; and
(3) For any quarter in which the Corporation’s Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters exceeds the Catch-Up Amount, the Incentive Fee on Income shall equal 17.50% of the amount of the Corporation’s Pre-Incentive Fee Net Investment Income for such Trailing Twelve Quarters, as the Preferred Return Amount and Catch-Up Amount will have been achieved, provided, however, that the Incentive Fee on Income for any quarter shall not be greater than 17.50% of the amount of the Corporation’s current quarter’s Pre-Incentive Fee Net Investment Income.
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(ii) The Incentive Fee on Income as calculated is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (a) the sum of 20% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Legacy Fee Quarters included in the relevant Trailing Twelve Quarters and 17.50% of the Cumulative Pre-Incentive Fee Net Return during the relevant Current Fee Quarters included in the relevant Trailing Twelve Quarters less (b) the aggregate Incentive Fees on Income that were paid to the Adviser (excluding waivers, if any) in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss in respect of the Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Corporation shall pay no Incentive Fee on Income to the Adviser in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Incentive Fee on Income calculated in accordance with Section 3(d)(i) above, the Corporation shall pay the Adviser the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Incentive Fee on Income calculated in accordance with Section 3(d)(i) above, the Corporation shall pay the Adviser the Incentive Fee on Income for such quarter.
(iii) The Incentive Fee on Capital Gains shall be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement). This fee shall equal 17.50% of the sum of the Corporation’s realized capital gains on a cumulative basis, calculated as of the end of each calendar year (or upon termination of this Agreement), computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any Incentive Fees on Capital Gains previously paid to the Adviser. The aggregate unrealized capital depreciation of the Corporation shall be calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Corporation’s portfolio as of the applicable calculation date and (b) the accreted or amortized cost basis of such investment.
4. Covenants of the Adviser. The Adviser covenants that it is registered as an investment adviser under the Advisers Act. The Adviser agrees that its activities will at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments.
5. Excess Brokerage Commissions. The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Corporation to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith, 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, that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Corporation’s portfolio, and constitutes the best net results for the Corporation.
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6. Limitations on the Employment of the Adviser. The services of the Adviser to the Corporation are not exclusive, and the Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Corporation, so long as its services to the Corporation hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, officer or employee of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Corporation’s portfolio companies, subject to applicable law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for the Corporation, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, officers, employees and stockholders of the Corporation are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, stockholders, members, managers or otherwise, and that the Adviser and directors, officers, employees, partners, stockholders, members and managers of the Adviser and its affiliates are or may become similarly interested in the Corporation as stockholders or otherwise.
7. Responsibility of Dual Directors, Officers and/or Employees. If any person who is a manager, partner, officer or employee of the Adviser or the Administrator is or becomes a director, officer and/or employee of the Corporation and acts as such in any business of the Corporation, then such manager, partner, officer and/or employee of the Adviser or the Administrator shall be deemed to be acting in such capacity solely for the Corporation, and not as a manager, partner, officer or employee of the Adviser or the Administrator or under the control or direction of the Adviser or the Administrator, even if paid by the Adviser or the Administrator.
8. Limitation of Liability of the Adviser; Indemnification. The Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner and the Administrator) shall not be liable to the Corporation for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation, except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, and the Corporation shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner and the Administrator, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an
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investment adviser of the Corporation. Notwithstanding the preceding sentence of this Paragraph 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Corporation or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the Securities and Exchange Commission or its staff thereunder).
9. Effectiveness, Duration and Termination of Agreement. This Agreement became effective as of March 25, 2004, was amended and restated on March 18, 2010, was amended and restated on May 17, 2018 and was also amended and restated on August 8, 2018. This Agreement shall remain in effect for two years from the date of effectiveness, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (a) the vote of the Corporation’s Board of Directors, or by the vote of a majority of the outstanding voting securities of the Corporation and (b) the vote of a majority of the Corporation’s Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Corporation, or by the vote of the Corporation’s Directors or by the Adviser. This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). The provisions of Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration and Section 8 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable.
10. Notices. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.
11. Amendments. This Agreement may be amended by mutual consent, but the consent of the Corporation must be obtained in conformity with the requirements of the Investment Company Act.
12. Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the Investment Company Act. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.
[The remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.
| APOLLO INVESTMENT CORPORATION | ||
| By: | /s/ Kristin Hester | |
| Name: Kristin Hester | ||
| Title: Chief Legal Officer | ||
| APOLLO INVESTMENT MANAGEMENT, L.P. | ||
| By: | ACC Management, LLC, its general partner. | |
| By: | /s/ Kristin Hester | |
| Name: Kristin Hester | ||
| Title: Vice President | ||
Exhibit 1.2
SHARE SUBSCRIPTION AGREEMENT
by and between
APOLLO INVESTMENT CORPORATION
and
MFIC HOLDINGS, LP
Dated as of August 2, 2022
Table of Contents
| Page |
||||||
| ARTICLE I PURCHASE AND SALE | 1 | |||||
| Section 1.1 |
Purchase and Sale | 1 | ||||
| Section 1.2 |
Payment of Purchase Price; Closing | 1 | ||||
| Section 1.3 |
Share Issuance; Deliverables | 1 | ||||
| ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY | 2 | |||||
| Section 2.1 |
Existence and Power | 2 | ||||
| Section 2.2 |
Capitalization | 2 | ||||
| Section 2.3 |
Authorization | 2 | ||||
| Section 2.4 |
Valid Issuance of Shares | 3 | ||||
| Section 2.5 |
Non-Contravention/No Consents | 3 | ||||
| Section 2.6 |
Registered Shares | 3 | ||||
| Section 2.7 |
Periodic Filings; Financial Statements | 4 | ||||
| Section 2.8 |
Compliance with Laws | 4 | ||||
| Section 2.9 |
Undisclosed Liabilities | 5 | ||||
| Section 2.10 |
Investment Advisory Management Agreement | 5 | ||||
| Section 2.11 |
Takeover Provisions | 5 | ||||
| Section 2.12 |
Margin Loan | 5 | ||||
| Section 2.13 |
Business Development Company Status | 6 | ||||
| Section 2.14 |
Tax Matters | 6 | ||||
| ARTICLE III REPRESENTATIONS AND WARRANTIES OF PURCHASER | 6 | |||||
| Section 3.1 |
Existence and Power | 6 | ||||
| Section 3.2 |
Authorization | 7 | ||||
| Section 3.3 |
Governmental Authorization | 7 | ||||
| Section 3.4 |
Non-Contravention | 7 | ||||
| Section 3.5 |
Purchase for Own Account | 7 | ||||
| ARTICLE IV COVENANTS | 7 | |||||
| Section 4.1 |
Limitations on Transfer | 7 | ||||
| Section 4.2 |
Control Securities | 8 | ||||
| Section 4.3 |
Current Reports; Maintenance of Eligibility | 8 | ||||
| Section 4.4 |
Takeover Laws | 8 | ||||
| Section 4.5 |
BDC Election | 8 | ||||
| Section 4.6 |
Use of Proceeds | 8 | ||||
| ARTICLE V CONDITIONS TO CLOSING; TERMINATION | 9 | |||||
| Section 5.1 |
Conditions to the Obligations of the Company | 9 | ||||
| Section 5.2 |
Conditions to the Obligations of the Purchaser | 9 | ||||
| Section 5.3 |
Termination | 9 | ||||
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| ARTICLE VI MISCELLANEOUS | 9 | |||||
| Section 6.1 |
Notices | 9 | ||||
| Section 6.2 |
Further Assurances | 10 | ||||
| Section 6.3 |
Amendments and Waivers | 10 | ||||
| Section 6.4 |
Fees and Expenses | 10 | ||||
| Section 6.5 |
Successors and Assigns | 10 | ||||
| Section 6.6 |
Governing Law | 11 | ||||
| Section 6.7 |
Jurisdiction | 11 | ||||
| Section 6.8 |
Waiver of Jury Trial | 11 | ||||
| Section 6.9 |
Entire Agreement | 11 | ||||
| Section 6.10 |
Effect of Headings and Table of Contents | 11 | ||||
| Section 6.11 |
Severability | 11 | ||||
| Section 6.12 |
Counterparts; Third Party Beneficiaries | 12 | ||||
| Section 6.13 |
Electronic Signature | 12 | ||||
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SHARE SUBSCRIPTION AGREEMENT dated as of August 2, 2022 (this “Agreement”) between Apollo Investment Corporation, a Maryland corporation (the “Company”), and MFIC Holdings, LP, a Cayman Islands limited partnership the (“Purchaser”).
BACKGROUND
The Purchaser wishes to subscribe for and purchase, and the Company desires to issue and sell, certain shares of the Company’s common stock, par value $0.001 per share, of the Company (the “Company Shares”) on the terms and subject to the conditions set forth herein.
In consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto herby agree as follows:
ARTICLE I
PURCHASE AND SALE
Section 1.1 Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, the Company agrees to issue and sell to the Purchaser and the Purchaser agrees to purchase from the Company (the “Transaction”) 1,932,641 Company Shares (the “Shares”) at a purchase price equal to $15.5228 per share (the “Purchase Price”), which is the net asset value per Share of the Company calculated as of June 30, 2022, for an aggregate Purchase Price consideration of $29,999,999.72.
Section 1.2 Payment of Purchase Price; Closing. At the Closing (as defined below), the Company will issue and deliver the Shares to the Purchaser, against payment by or on behalf of the Purchaser of the purchase price therefor (as set forth above in Section 1.1) by wire transfer in immediately available funds to the account designated by the Company in writing to the Purchaser. The Company shall cause the Shares to be issued from the Company’s authorized but unissued capital stock, free and clear of preemptive rights and any other encumbrances or liens other than those set forth in this Agreement and applicable securities laws. Subject to the satisfaction or waiver by the applicable party of the conditions set forth in Article V, time and date of such delivery and payment shall be 10:00 a.m., New York City time, on August 4, 2022, or such other time and place as mutually agreed by the parties hereto (such time being referred to herein as the “Closing” and such date on which the Closing occurs being referred to herein as the “Closing Date”).
Section 1.3 Share Issuance; Deliverables.
(a) Subject to the terms and conditions of this Agreement, the Company shall (i) cause the Shares to be settled on the Closing Date through the regular book-entry settlement services of The Depository Trust Company (the “DTC”) and registered in the name of DTC or its nominee in book-entry form in the account specified by Purchaser pursuant to the instructions provided by Purchaser and (ii) deliver all documents necessary to effect such settlement and registration.
(b) At the Closing, the Company shall deliver to the Purchaser and the Administrative Agent (as defined below) (i) a certificate of an authorized officer of the Company, dated as of the Closing Date, certifying (A) that the Shares are duly authorized and issued by the Company, (B) the resolutions of the Company authorizing the issuance of the Shares and (C) that all necessary consents and authorizations with respect to the issuance of the Shares by the Company to the Purchaser have been received, (ii) a duly executed Issuer Agreement in the form agreed by the Company, the Purchaser and the Administrative Agent and (iii) to the extent that the Company receives any legal opinions in connection with the issuance of the Shares, a copy of such opinion (on a reliance basis for purposes of the Administrative Agent).
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Purchaser as of the date hereof and as of the Closing that:
Section 2.1 Existence and Power. The Company has been duly incorporated and is validly existing in good standing as a corporation under the laws of the State of Maryland, with full corporate power and authority to own, lease and operate its properties and to conduct its business, and is duly qualified to do business and is in good standing under the laws of each jurisdiction which requires such qualification. Other than AP Surf Investments, LLC, AIC Asset Management LLC, Dynamic Product Tankers, LLC, Glacier Oil & Gas Corp., Merx Aviation Finance, LLC, MSEA Tankers LLC, AIC Pelican Holdings, LLC, AIC Spotted Hawk Holdings, LLC, AIC SHD Holdings, LLC, Chyron Corporation and AIC SB Holdings. LLC, the Company has no direct subsidiaries, i.e., no entity of which the Company owns more than 50% of the voting interests.
Section 2.2 Capitalization. The authorized capital stock of the Company consists of 63,518,718 shares of common stock, par value $0.001 per share. As of the close of business on July 26, 2022, there were 63,518,718 shares of common stock issued and outstanding. All of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable and are free of any preemptive or similar rights; and, except as set forth in each preliminary prospectus and the final prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding.
Section 2.3 Authorization. The execution and delivery of and the performance by the Company of its obligations under this Agreement has been duly and validly authorized by the Company and this Agreement has been duly executed and delivered by the Company and constitutes the valid and legally binding agreement of the Company, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally, (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought or (iii) the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (regardless of whether enforceability is
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considered in a proceeding in equity or law). No vote, consent or approval of the stockholders or any other securityholders of the Company is required in connection with the execution and delivery of this Agreement, the performance by the Company of this Agreement or the consummation of the transactions contemplated by this Agreement.
Section 2.4 Valid Issuance of Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, upon delivery pursuant to the provisions of this Agreement, against payment of the consideration therefor in accordance with this Agreement, the Shares will be validly issued, fully paid and non-assessable, will conform to the description thereof contained in the Prospectus of the Company filed with the SEC on May 19, 2020, will be issued in compliance with federal and state securities laws and will be free of statutory and contractual preemptive rights, rights of first refusal and similar rights. The Shares are free and clear of any liens or encumbrances, are not subject to any restrictions on the ability of the owner thereof to pledge such Shares and are not subject to any restrictions on transfer, other than restrictions on transfer provided for in federal and state securities laws and the terms set forth in Section 4.1. There are not any restrictive legends applicable to the Shares.
Section 2.5 Non-Contravention/No Consents. Neither the issuance and sale of the Shares, the execution, delivery or performance of this Agreement, nor the consummation of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the articles of incorporation or by-laws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties; and no consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been made or obtained under the Investment Company Act of 1940 (as amended, the “1940 Act”), the Exchange Act (as defined below), the Investment Advisers Act of 1940, the rules and regulations of the Financial Industry Regulation Authority and NASDAQ and the New York Stock Exchange, and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase of the Shares in the manner contemplated herein.
Section 2.6 Registered Shares.
(a) The offering and sale of the Shares hereunder are being made pursuant to (i) an effective Registration Statement on Form N-2 (File No. 333-238518) (the “Registration Statement”) and (ii) a Prospectus Supplement dated the date hereof containing certain supplemental information regarding the Shares and terms of such offering and sale. The Shares are being sold to the Purchaser pursuant to and in compliance with the Registration Statement and the Prospectus Supplement. The Shares have been approved for listing, subject to official notice of issuance, on the NASDAQ Global Market.
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(b) The Registration Statement and Prospectus Supplement complied when filed with the SEC (as defined below) in all material respects with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), the 1940 Act and the Rules and Regulations of the SEC, and the Registration Statement and Prospectus Supplement, when taken together as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Section 2.7 Periodic Filings; Financial Statements.
(a) The Company has timely filed with or otherwise furnished to (as applicable) the U.S. Securities and Exchange Commission (the “SEC”) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules and documents and related exhibits required to be filed or furnished by it under the Securities Act or the Securities Exchange Act of 1934, as amended, and the Rules and Regulations of the SEC promulgated thereunder (the “Exchange Act”), as the case may be, together with all certifications required pursuant to the Sarbanes-Oxley Act of 2002, as amended, and the 1940 Act (collectively the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act or the 1940 Act, as applicable, and none of the Company SEC Documents contained, when filed with the SEC, and if amended, as of the date of such amendment, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC.
(b) The Company’s financial statements, together with related schedules and notes, included in the Company SEC Documents present fairly the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the 1940 Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein); and the other financial and statistical information and data included in the Registration Statement are accurately derived from such financial statements and the books and records of the Company.
(c) The Company is in compliance with the requirements of Rule 144(c) promulgated under the Securities Act.
Section 2.8 Compliance with Laws. The Company is not, or since January 1, 2019, has not been, in violation in any respect of any applicable Law, except as would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole. The Company is not subject to a pending investigation by any foreign, federal, state or local court, tribunal, agency, department, commission or office (each a “Governmental Entity”) with respect to compliance with any applicable law, except for (i) such of the foregoing as would not, individually or in the aggregate, reasonably be material to the Company and its subsidiaries, taken as a whole, and (ii) as otherwise expressly disclosed in the Company SEC Documents.
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Section 2.9 Undisclosed LiabilitiesSection 2.10 . Except for (i) those liabilities that are reflected or reserved for in the consolidated financial statements of the Company included in its Annual Report on Form 10-K for the year ended March 31, 2022, (ii) liabilities incurred since March 31, 2022 in the ordinary course of business consistent with past practice, and (iii) liabilities that would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole, the Company and its subsidiaries do not have any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the date hereof, to be reflected on a balance sheet of the Company (including the notes thereto).
Section 2.10 Investment Advisory Management Agreement. The Company has furnished or made available to the Purchaser a true and complete copy of the Fourth Amended and Restated Investment Advisory Management Agreement (the “IMA”), dated as of August 2, 2022, by and between the Company and Apollo Investment Management, L.P. (“Apollo”) and the Second Amended and Restated Administration Agreement (the “Administration Agreement”), made as of May 17, 2018, between the Company and Apollo, unless such agreement is publicly available. Each of the IMA and the Administration Agreement has not been amended or otherwise revised. Except for the IMA and the Administration Agreement, there are no other contracts, agreements, binding arrangements or commitments of any kind pursuant to which the Company pays a fee to Apollo or any of its Affiliates for its services (it being acknowledged that from time to time the Company may engage Apollo or one of its Affiliates to provide the Company advice or services in connection with transactions the Company is exploring or consummating and pay Apollo or such Affiliate fees in connection therewith). As used in this Agreement, “Affiliate” shall mean as to any person, any other person that directly or indirectly Controls, is Controlled by, or is under common Control with, such person. “Control” shall mean, as to any person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise.
Section 2.11 Takeover Provisions. The Company does not have outstanding shareholder purchase rights or “poison pill” or any similar anti-takeover arrangements in effect that could impact Purchaser’s investment made pursuant to this Agreement. The Board of Directors of the Company has taken all actions such that any restrictions imposed by (a) the Maryland Control Share Acquisition Act or (b) any other “control share acquisition,” “fair price,” “moratorium,” “business combination”, “supermajority”, “affiliate transactions” or other anti-takeover law are not applicable to this Agreement, the investment made pursuant to this Agreement, the Purchaser and any lender, agent or other Secured Party (as defined below) under the Credit Facility (as defined below) (collectively referred to herein as “Takeover Law”).
Section 2.12 Margin Loan. The Company acknowledges that Purchaser has entered into a Loan and Security Agreement, dated as of August 2, 2022 (the “Loan Agreement”) with MidCap FinCo Designated Activity Company, a designated activity company limited by shares incorporated under the laws of Ireland, as Guarantor, the lenders from time to time party thereto and Ally Bank, as the Administrative Agent (in such capacity, the “Administrative Agent”) and the Arranger (as may be amended, modified, supplemented or otherwise changed from time to time, and together with any increases, refinancings or replacements thereof, the “Credit Facility”) and consents to (a) the entry into the Credit Facility and (b) the pledge of the Shares pursuant thereto.
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Section 2.13 Business Development Company Status. The Company has duly elected to be treated by the SEC under the 1940 Act as a “business development company” (the “BDC Election”) and the Company has not filed with the SEC any notice of withdrawal of the BDC Election pursuant to Section 54(c) of the 1940 Act. The BDC Election is effective, and no order of suspension or revocation of such election has been issued or proceedings therefor initiated or, to the Company’s knowledge, threatened by the SEC.
Section 2.14 Tax Matters
(a) The Company has (i) qualified as a regulated investment company within the meaning of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), in respect of each taxable year since its commencement and was, and is, in compliance with the requirements of Code Section 851 for each of the applicable fiscal periods ending on or prior to the date of Closing, and (ii) timely provided to its shareholders any notices relating to the character of shareholder distributions or portions thereof required under Code Sections 852 or 853 and Section 19 of the 1940 Act.
(b) The Company has filed, or has caused to be filed, all foreign, federal, state and local tax returns required to be filed or has properly requested extensions thereof, whether or not arising from transactions in the ordinary course of business, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, whether or not arising from transactions in the ordinary course of business, except (i) for any such tax, assessment, fine or penalty that is currently being contested in good faith and with respect to which the Company has established adequate reserves in conformity with generally accepted accounting principles or (ii) where the failure to file such returns or pay such tax, assessment, fine or penalty would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company or is as set forth in or contemplated in the Prospectus Supplement, dated the date hereof (exclusive of any supplement thereto).
(c) The stock of the Company is of a class of stock that is “regularly traded on an established securities market” within the meaning of Section 897(c)(3) of the Code.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
The Purchaser represents and warrants to the Company as of the date hereof and as of the Closing that:
Section 3.1 Existence and Power. The Purchaser is duly organized and validly existing under the laws of the state of its organization and has all power and authority to enter into and perform its obligations under this Agreement, acting on behalf of the investment funds and accounts it manages.
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Section 3.2 Authorization. This Agreement has been duly authorized by all necessary action on the part of the Purchaser. When executed and delivered by the Purchaser and countersigned by the Company, this Agreement shall constitute the legal, valid and binding obligation of the Purchaser (acting on behalf of the funds and accounts it manages) enforceable against the Purchaser in accordance with its terms, except as such may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other laws affecting creditors’ rights generally and by general equitable principles.
Section 3.3 Governmental Authorization. As of the date hereof, no permit, authorization, consent or approval of or by, or any notification of or filing with, any person (governmental or private) is required to be obtained or made by it in connection with the execution, delivery and performance by it of this Agreement, the consummation by it of the transactions contemplated hereby or thereby, or the issuance, sale or delivery to it by the Company of the Shares, other than under the United States Hart-Scott-Rodino Antitrust Improvements act of 1976, as amended, and the rules and regulations promulgated thereunder, which was notified to the Federal Trade Commission and Department of Justice on April 18, 2022, and a filing on a Form Schedule 13G (or 13G-A), if applicable.
Section 3.4 Non-Contravention. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by it of the transactions contemplated hereby and thereby will not violate any statute, order, rule or regulation of any Governmental Entity having jurisdiction over the Purchaser or any of its properties.
Section 3.5 Purchase for Own Account. The Purchaser is acquiring the Shares for its own account (acting on behalf of the funds and accounts it manages) and not with a view to, or for sale in connection with, any distribution or offering of the Shares in violation of the Securities Act, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Shares. The Purchaser does not presently have any contract, agreement, undertaking, arrangement, obligation or commitment with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares. The Purchaser acknowledges that in making its investment decision to acquire the Shares, it has relied, as to information about the Company’s business, results of operations and financial condition, only on publicly available information as filed with the SEC through the date hereof and has not relied on any other written or oral statements made by representatives of the Company or its Affiliates or any other person.
ARTICLE IV
COVENANTS
Section 4.1 Limitations on Transfer.
(a) The Purchaser shall not, without the prior written consent of a majority of the disinterested members of the board of directors of the Company, (i) sell, assign, transfer, mortgage, alienate, pledge, hypothecate, create a security interest in or lien on, place in trust or in any other way encumber or otherwise dispose of any of their Shares or any interest therein or (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably would be expected to lead to or result in a sale or disposition (whether by the Purchaser or someone other than the Purchaser), or transfer of any of the economic
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consequences of ownership, in whole or in part of the Shares or any such other securities whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of the Shares or other securities, in cash or otherwise, in each case until the two year anniversary of the Closing other than with respect to the margin loan described in Section 2.12.
(b) Notwithstanding anything in this Agreement to the contrary, (i) nothing in this Agreement shall prevent or limit the ability of the Purchaser to issue and sell securities or ownership interests in Purchaser or any of Purchaser’s direct or indirect parent or subsidiary companies or owners to issue or sell securities or ownership interests in such persons or to transfer any ownership interests in Purchaser or any of its direct or indirect parent or subsidiary companies or owners, (ii) the Purchaser shall be permitted to grant a security interest in and pledge the Shares pursuant to the Credit Facility, (iii) if required to pursuant to the Credit Facility, the Purchaser or any of its Affiliates shall be permitted to sell, transfer or otherwise dispose of the Shares. In addition, (A) none of the restrictions in this Agreement shall apply to any lender, agent or other secured party under such Credit Facility (including, without limitation, the Secured Parties under and as defined in the Loan Agreement) (collectively, the “Secured Parties”) under the Credit Facility with respect to any Shares that they acquire or otherwise control pursuant to the Credit Facility and (B) the Secured Parties and their respective affiliates shall be permitted to exercise remedies with respect to the Shares in accordance with the loan documents governing such Credit Facility.
(c) The Company shall not place any transfer restrictions on the Shares other than those set forth in Section 4.1(a) (but subject to the exceptions in Section 4.1(b)).
Section 4.2 Control Securities. The Purchaser acknowledges that when issued, the Shares will be subject to limitations on transfer as contemplated by Rule 144 of the General Rules and Regulations under the Securities Act (“Rule 144”) and that the Shares cannot be sold or transferred by the Purchaser except in compliance with the registration requirements of the Securities Act or pursuant to an exemption or safe harbor from registration thereunder, including, but not limited to, Securities Act Rule 144.
Section 4.3 Current Reports; Maintenance of Eligibility. For so long as the Purchaser owns any Shares or has pledged any Shares to a Secured Party, the Company shall use its reasonable best efforts to comply with the requirements of Rule 144(c) promulgated under the Securities Act.
Section 4.4 Takeover Laws. The Company shall use its reasonable best efforts to ensure that no Takeover Laws become applicable to the transactions contemplated by this Agreement, the Purchaser as owner of the Shares or any Secured Party that receives any pledge of the Shares pursuant to the terms of the Credit Facility.
Section 4.5 BDC Election. So long as any indebtedness is outstanding under the Credit Facility, the Company shall use its reasonable best efforts at all times to maintain its status as a “business development company” under the 1940 Act.
Section 4.6 Use of Proceeds. The Company shall use the proceeds from the Transaction as disclosed in the Prospectus Supplement dated the date hereof.
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ARTICLE V
CONDITIONS TO CLOSING; TERMINATION
Section 5.1 Conditions to the Obligations of the Company. The obligations of the Company hereunder shall be subject to the following conditions:
(a) All representations and warranties and other statements of the Purchaser herein are, at and as of the Closing, true and correct; and
(b) The Purchaser shall have performed all of its obligations hereunder theretofore to be performed; and
(c) There shall not be any law, rule, regulation, order or decree of any Governmental Entity prohibiting or making illegal any of the transactions contemplated by this Agreement or any of the agreements entered into in connection with this Agreement.
Section 5.2 Conditions to the Obligations of the Purchaser. The obligations of the Purchaser hereunder shall be subject to the following conditions:
(a) All representations and warranties and other statements of the Company herein are, at and as of the Closing, true and correct;
(b) The Company shall have performed all of its obligations hereunder theretofore to be performed;
(c) The Shares shall be listed on the NASDAQ Global Select Market upon issuance; and
(d) There shall not be any law, rule, regulation, order or decree of any Governmental Entity prohibiting or making illegal any of the transactions contemplated by this Agreement or any of the agreements entered into in connection with this Agreement.
Section 5.3 Termination. Either party may terminate this Agreement if the Closing has not occurred by August 12, 2022. If this Agreement is terminated, the provisions of this Agreement shall immediately become void and of no further force and effect, and there shall be no liability on the part of any party hereto, except for willful breaches of this Agreement prior to the time of such termination.
ARTICLE VI
MISCELLANEOUS
Section 6.1 Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or by facsimile or seven days after having been sent by certified mail, return receipt requested, postage prepaid, to the parties to this Agreement at the following address or to such other address either party to this Agreement shall specify by notice to the other party:
| (i) | If to the Company: |
Apollo Investment Corporation
9 West 57th Street
New York, NY 10019
Attention: Kristin M. Hester
Email: khester@apollo.com
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| (ii) | If to the Purchaser: |
MFIC Holdings, LP
c/o MidCap Financial Services, LLC
7255 Woodmont Ave, Suite 300
Bethesda, MD 20814
Attention: David Moore, Robert Goodridge
Email: dmoore@midcapfinancial.com, rgoodridge@midcapfinancial.com
Section 6.2 Further Assurances. Each party hereto shall do and perform or cause to be done and performed all further acts and shall execute and deliver all other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
Section 6.3 Amendments and Waivers.
(a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is duly executed and delivered by the Company and the Purchaser; and
(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
Section 6.4 Fees and Expenses. Each party hereto shall pay all of its own fees and expenses (including attorneys’ fees) incurred in connection with this Agreement and the transactions contemplated hereby; provided, however, the Purchaser will pay all reasonable and documented out-of-pocket costs and expenses incurred by the Company prior to the Closing in connection with this Agreement and the transaction contemplated herein greater than $300,000; provided, further that such expenses shall not include any fees, charges, costs or expenses from Affiliates of the Company.
Section 6.5 Successors and Assigns. No party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, provided that Purchaser may assign this Agreement or its rights thereunder to any Secured Party to secure its obligations under any Credit Facility. Subject to the immediately preceding sentence, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
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Section 6.6 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.
Section 6.7 Jurisdiction. EACH OF THE PARTIES HERETO CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL AND NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF VIA OVERNIGHT COURIER, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN THIS AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE FOURTEEN CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF EITHER PARTY HERETO TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER OR TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST THE OTHER PARTY HERETO IN SUCH OTHER JURISDICTIONS, AND IN SUCH MANNER, AS MAY BE PERMITTED BY ANY APPLICABLE LAW.
Section 6.8 Waiver of Jury Trial. THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT.
Section 6.9 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties hereto and/or their Affiliates with respect to the subject matter of this Agreement.
Section 6.10 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
Section 6.11 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be deemed to be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforced in accordance with its terms to the maximum extent permitted by law.
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Section 6.12 Counterparts; Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument. The Administrative Agent shall be an express third party beneficiary hereunder. No provision of this Agreement shall confer upon any other person other than the parties hereto any rights or remedies hereunder.
Section 6.13 Electronic Signature. This Agreement may be executed by applying an electronic signature using DocuSign, or any similar program or method (the “Electronic Execution Program.”) This Agreement may be delivered using, and delivery may occur by means of, the Electronic Execution Program, facsimile, by email attaching a portable document format (PDF) document.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
| COMPANY: | ||
| APOLLO INVESTMENT CORPORATION | ||
| By: | /s/ Kristin Hester | |
| Name: | Kristin Hester | |
| Title: | Chief Legal Officer | |
| PURCHASER: | ||
| MFIC HOLDINGS, LP | ||
| By: MFIC GP, LLC, its general partner | ||
| By: | /s/ Michael Salvati | |
| Name: | Michael Salvati | |
| Title: | Manager | |
[Signature Page to Share Subscription Agreement]
Exhibit 1.3
TRADEMARK LICENSE AGREEMENT
This TRADEMARK LICENSE AGREEMENT (this “Agreement”), is entered into as of August 2, 2022 (the “Effective Date”), by and between Apollo Capital Management, L.P., a Delaware limited partnership, having a principal place of business at 9 West 57th Street, New York, NY 10019 (“Licensor”), and Apollo Investment Corporation, a Maryland corporation, with offices at 9 West 57th Street, New York, NY 10019 (“Licensee” and, together with Licensor, each a “Party” and, collectively, the “Parties”).
RECITALS
WHEREAS, Licensor has the right to use and license the trademark “MIDCAP FINANCIAL” (the “Licensed Mark”) for use in connection with financial services pursuant to the Investment Management Agreement among MidCap FinCo Holdings Limited, MidCap FinCo Limited (now known as MidCap FinCo Designated Activity Company) (collectively with MidCap FinCo Holdings Limited, “MidCap”), and Apollo Capital Management, L.P. as it may be amended, modified or supplemented from time to time (the “Apollo-MidCap Agreement”);
WHEREAS, in connection with the investment of affiliates of MidCap in Licensee under the Purchase Agreement, Licensor desires to provide Licensee with the right to use the Licensed Marks in connection with the operation of its business, and Licensee desires to use the Licensed Marks, subject to the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS & INTERPRETATION
1.1 “Affiliate” means any corporation, company or other legal entity that Controls, is Controlled by, or is under Common control with a Party.
1.2 “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.
1.4 “Licensed Trade Name” means the corporate name MidCap Financial Investment Corporation and any variation thereof that includes the Licensed Mark and is approved for use by Licensor.
1.5 “Licensed Services” means those services and activities that are typically rendered or conducted by a closed-end management investment company.
1.6 When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. For all purposes hereof, the terms “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” “Hereof,” “hereto,” “hereunder,” “herein” and similar expressions refer to this Agreement as a whole and not to any particular provision of this Agreement. Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.
ARTICLE II
LICENSE GRANT AND CONDITIONS OF LICENSED USE
2.1 Subject to the terms and conditions set forth in this Agreement, Licensor hereby grants Licensee a worldwide, non-exclusive, non-transferable, royalty-free license (without the right to sublicense) to use and display the Licensed Mark, including as a component of the Licensed Trade Name solely in connection with the Licensed Services.
2.2 All use of the Licensed Mark by Licensee, and all goodwill associated with such use, shall inure to the benefit of Licensor.
2.3 As between the Parties, the Licensed Mark shall remain the exclusive property of Licensor and nothing in this Agreement shall give Licensee any right or interest in the Licensed Mark except the licenses expressly granted in this Agreement.
2.4 All of Licensor’s rights in and to the Licensed Mark, including the right to use and to grant others the right to use the Licensed Mark, are reserved by Licensor.
2.5 No license, right, or immunity is granted by either Party to the other, either expressly or by implication, or by estoppel, or otherwise with respect to any trademarks, copyrights, trade dress or other property right, other than with respect to the Licensed Mark, including as a component of the Licensed Trade Name, in accordance with Article 2.1 of this Agreement.
2.6 Licensee acknowledges that MidCap is the owner of all right, title and interest in and to the Licensed Mark, and that Licensee has not acquired, and shall not acquire, any right, title or interest in or to the Licensed Mark except the right to use the Licensed Mark in accordance with the terms of this Agreement.
2.7 Licensee shall not register the Licensed Mark, or any variations thereof, in any jurisdiction without Licensor’s express prior written consent, and, as between the Parties, Licensor shall retain the exclusive right to apply for and obtain registrations for the Licensed Mark throughout the world. Licensee acknowledges that MidCap or Licensor may register the Licensed Trade Name in any jurisdiction throughout the world and that, upon any such registration, the license granted to Licensee pursuant to Section 2.1 shall include the right to use such registered mark(s).
2.8 Licensee shall not challenge the validity of the Licensed Mark, nor shall Licensee challenge MidCap’s ownership of the Licensed Mark or Licensor’s right to use the Licensed Mark or the enforceability of Licensor’s rights therein.
2.9 Licensee shall designate the first or a prominent use of the Licensed Mark in all promotional materials, documents, brochures, and/or manuals with the symbol “SM.” In the event that the Licensed Mark or the Licensed Trade Name becomes registered, Licensee shall designate the first or a prominent use of the Licensed Mark or Licensed Trade Name, as applicable, in all promotional materials, documents, brochures, and/or manuals with the symbol ® in all jurisdictions in which the Licensed Mark or Licensed Trade Name is registered.
2.10 Licensee agrees to cooperate with Licensor’s preparation and filing of any applications, renewals or other documentation necessary or useful to protect and/or enforce Licensor’s intellectual property rights in the Licensed Mark and the Licensed Trade Name.
(a) Licensee shall notify Licensor promptly of any actual or threatened infringements, imitations or unauthorized uses of the Licensed Mark of which Licensee becomes aware.
(b) Licensor shall have the sole right, though it is under no obligation, to bring any action for any past, present and future infringements of its intellectual property rights in the Licensed Mark.
(c) Licensee shall cooperate with Licensor, at Licensor’s expense for any out-of-pocket costs incurred by Licensee, in any efforts by Licensor to enforce its rights in the Licensed Mark or to prosecute third party infringers of the Licensed Mark.
(d) Licensor shall be entitled to retain any and all damages and other monies awarded or otherwise paid in connection with any such action.
ARTICLE III
QUALITY CONTROL
3.1 In order to promote the goodwill symbolized by the Licensed Mark, Licensee will insure that the Licensed Services shall be of the same high quality as the services marketed or otherwise provided by Licensor and its licensees.
3.2 Licensee shall use the Licensed Mark in a form which is in accordance with sound trademark practice so as not to weaken the value of the Licensed Mark. Licensee shall use the Licensed Mark in a manner that does not derogate, based on an objective business standard, Licensor’s rights in the Licensed Mark or the value of the Licensed Mark, and shall take no action that would, based on an objective standard, interfere with, diminish or tarnish those rights or value.
3.3 Licensee shall use the Licensed Mark only in connection with services that meet or exceed generally accepted industry standards of quality and performance.
3.4 Licensor shall have the right to monitor the quality of the services provided and promotional materials used by Licensee, and Licensee shall use reasonable efforts to assist Licensor in monitoring the quality of the services provided and promotional materials used by Licensee.
3.5 From time to time and upon Licensor’s request, Licensee shall submit to Licensor samples of all materials bearing the Licensed Mark, including any advertising, packaging and other publicly disseminated materials.
3.6 If Licensor discovers any improper use of the Licensed Mark on any such submission and delivers a writing describing in detail the improper use to Licensee, Licensee shall remedy the improper use immediately.
ARTICLE IV
TERM AND TERMINATION
4.1 Either Party may terminate this Agreement by giving the other Party thirty (30) days’ prior written notice.
4.2 This Agreement and all rights and licenses granted under this Agreement shall terminate as soon as practicable, but no longer than thirty (30) days, after:
(a) expiration or termination of the Apollo-MidCap Agreement;
(b) the date on which Apollo Investment Management, L.P. (or another affiliate of Apollo Global Management, Inc.) otherwise ceases to serve as investment adviser to Licensee; or
(c) Licensee materially breaches this Agreement, including Licensee’s obligations under ARTICLE III, and such breach is not cured within thirty (30) days of its receipt of a writing from Licensor notifying Licensee of such breach.
4.3 Upon termination of this Agreement, Licensee shall immediately cease all use of the Licensed Mark, including as a component of the Licensed Trade Name, as soon as practicable and, in any event, no later than thirty (30) days after termination. Licensee shall send a written notice to Licensor within thirty (30) days after termination of this Agreement certifying that Licensee has ceased any and all use of the Licensed Mark, including as a component of the Licensed Trade Name, and send to Licensor a copy of the duly filed certificate of name change with the Secretary of State for the State of Maryland.
4.4 For twelve (12) months following the termination of this Agreement, Licensee shall specify on all public-facing materials in a prominent place and in a prominent typeface that Licensee is no longer operating under the Licensed Mark and is no longer associated with Licensor or its Affiliates.
ARTICLE V
GENERAL PROVISIONS
5.1 Indemnification. Licensee, at Licensee’ own expense, shall indemnify, hold harmless and defend Licensor, its Affiliates, successors and assigns, and its and their directors, officers, employees and agents, against any claim, demand, cause of action, debt, expense or liability (including attorneys’ fees and costs), to the extent that the foregoing (a) is based on a claim resulting solely from any service provided or offered by Licensee, (b) results from a material breach, or is based on a claim that, if true, would be a material breach, of this Agreement by Licensee, or (c) is based upon Licensee’s unauthorized or improper use of the Licensed Mark.
5.2 LIMITATION OF WARRANTY AND LIABILITY. LICENSOR MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, RELATED TO OR ARISING OUT OF THE LICENSED MARK OR THIS AGREEMENT.
(a) LICENSOR SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND/OR TITLE, AND ALL OTHER WARRANTIES THAT MAY OTHERWISE ARISE FROM COURSE OF DEALING, USAGE OF TRADE OR CUSTOM.
(b) IN NO EVENT SHALL LICENSOR OR ANY OF ITS AFFILIATES OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, SUPPLIERS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION OR OTHERWISE, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE LICENSED MARK, EVEN IF LICENSOR IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the failure of essential purpose of any remedies available to either Party.
5.3 Non-Transferable Agreement. Licensee may not assign, transfer or otherwise convey this Agreement and/or any of its rights and/or obligations hereunder, including by way of merger, consolidation, reorganization or the sale of all or substantially all of Licensee’s assets or equity securities, without the prior written consent of Licensor and any such attempted assignment shall be void.
5.4 Assignment by Licensor. Notwithstanding anything to the contrary herein, Licensor has the express right to assign this Agreement and/or any of its rights and/or obligations hereunder; provided, that any such assignment shall be subject to the rights granted hereunder.
5.5 Remedies. Licensee acknowledges that a material breach of Licensee’s obligations under this Agreement would cause Licensor irreparable damage. Accordingly, Licensee agrees that in the event of such breach or threatened breach, in addition to any remedies at law or at equity, Licensor shall have the right to enjoin Licensee from the unlawful and/or unauthorized use of the Licensed Mark, including as a component of the Licensed Trade Name, and any other equitable relief to protect Licensor’s rights in the Licensed Mark without the requirement of posting a bond.
5.6 Integration. This Agreement contains the entire agreement of the Parties. No promise, inducement, representation or agreement, other than as expressly set forth herein, has been made to or by the Parties hereto. All prior agreements and understandings related to the subject matter hereof, whether written or oral, are expressly superseded hereby and are of no further force or effect.
5.7 Binding Agreement. This Agreement shall be binding upon the Parties’ permitted assigns and successors and references to each Party shall include such assigns and successors.
5.8 Amendment. This Agreement cannot be altered, amended or modified in any respect, except by a writing duly signed by both Parties.
5.9 No Strict Construction. The normal rule of construction that states that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement. Headings are for reference only and shall not affect the meaning of any of the provisions of this Agreement.
5.10 Waiver. At no time shall any failure or delay by either Party in enforcing any provision, exercising any option, or requiring performance of any provision, be construed to be a waiver of same.
5.11 Governing Law and Jurisdiction. The provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of New York (excluding any conflict of law rule or principle that would refer to the laws of another jurisdiction). Each Party hereto irrevocably submits to the jurisdiction of the state and federal courts located in New York County, New York, in any action or proceeding arising out of or relating to this Agreement, and each Party hereby irrevocably agrees that all claims in respect of any such action or proceeding must be brought and/or defended in any such court; provided, however, that matters which are under the exclusive jurisdiction of the federal courts shall be brought in the Federal District Court for the Southern District of New York. Each Party hereto consents to service of process by any means authorized by the applicable law of the forum in any action brought under or arising out of this Agreement, and each Party irrevocably waives, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
5.12 Attorney’s Fees. In the event any suit or other legal proceeding is brought for the enforcement of any of the provisions of this Agreement, the Parties hereto agree that the prevailing party shall be entitled to recover from the other party upon final judgment on the merits reasonable attorneys’ fees (and sales taxes thereon, if any), including attorneys’ fees for any appeal, and costs incurred in bringing such suit or proceeding.
5.13 Relationship of the Parties. Nothing in this Agreement will be construed as creating a joint venture, partnership, or employment relationship between Licensor and Licensee. Neither Party will have the right, power or implied authority to create any obligation or duty on behalf of the other Party. MidCap shall be a third party beneficiary of Sections 5.1 and 5.2 with the right to enforce the same.
5.14 Notices. Unless otherwise specified in this Agreement, all notices shall be in writing and delivered personally, mailed, first class mail, postage prepaid, or delivered by confirmed electronic or digital means, to the addresses set forth at the beginning of this Agreement and to the attention of the undersigned. Either Party may change the addresses or addressees for notice by giving notice to the other. All notices shall be deemed given on the date personally delivered, when placed in the mail as specified or when electronic or digital confirmation is received.
5.15 Counterparts. This Agreement may be executed in counterparts, by manual or facsimile signature, each of which will be deemed an original and all of which together will constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the Effective Date.
| APOLLO CAPITAL MANAGEMENT, L.P. | ||
| By: | Apollo Capital Management GP, LLC | |
| its general partner | ||
| By: | /s/ William B. Kuesel | |
| Name: | William B. Kuesel | |
| Title: | Vice President | |
| APOLLO INVESTMENT CORPORATION | ||
| By: | /s/ Kristin Hester | |
| Name: | Kristin Hester | |
| Title: | Chief Legal Officer | |
[Signature page of License Agreement]
Exhibit 99.1
Apollo Investment Corporation
Reports Financial Results for the Quarter Ended June 30, 2022,
Makes Strategic Announcements, and
Increases Quarterly Base Distribution
Strategic Announcements Reinforce Position as a Pure Play Senior Secured Middle Market BDC(1)
| • | Established New Industry-Leading Fee Structure to Support Senior Secured Investment Strategy(2) |
| • | MidCap Financial,(3) one of the World’s Leading Middle Market Origination Businesses, Makes Aligning Primary Equity Investment in BDC at NAV |
| • | BDC to Rebrand as ‘MidCap Financial Investment Corporation’(4) |
| • | Senior Leadership Promotions to Align with Enhanced Strategy(5) |
Fiscal First Quarter and Other Recent Highlights:
| • | Net investment income per share for the quarter was $0.37 compared to $0.42 for the quarter ended March 31, 2022 |
| • | Net asset value per share as of the end of the quarter was $15.52 compared to $15.79 as of March 31, 2022, a decrease of 1.7% |
| • | New investment commitments made during the quarter totaled $195 million(6) |
| • | Gross fundings during the quarter totaled $227 million(7) consisting of $165 million of term loans and $62 million of revolvers |
| • | Gross exits during the quarter totaled $184 million primarily consisting of $112 million of term loan repayments, $10 million of equity positions and $62 million of gross revolver |
| • | Net fundings during the quarter totaled $43 million primarily consisting of $44 million of net term loan fundings and $1 million of net revolver repayments |
| • | Net leverage(8) as of June 30, 2022 was 1.58x, compared to 1.51x as of March 31, 2022; adjusting for net paydowns post quarter-end and including the impact from the $30 million equity investment from MidCap Financial, net leverage is currently approximately 1.45x |
| • | Repurchased $1.6 million(9) of common stock |
| • | Increased base distribution to $0.32 per share for the quarter ending June 30, 2022(10) |
| • | Kroll Bond Rating Agency (KBRA) affirmed the BBB- issuer and senior unsecured debt ratings for the Company in July |
1
New York, NY — August 2, 2022 — Apollo Investment Corporation (NASDAQ: AINV) or the “Company,” or “Apollo Investment,” today announced financial results for its first fiscal quarter ended June 30, 2022. The Company’s net investment income was $0.37 per share for the quarter ended June 30, 2022, compared to $0.42 per share for the quarter ended March 31, 2022. The Company’s net asset value (“NAV”) was $15.52 per share as of June 30, 2022, compared to $15.79 as of March 31, 2022.
On August 1, 2022, the Board of Directors declared a distribution of $0.32 per share payable on October 11, 2022 to shareholders of record as of September 20, 2022.
Mr. Howard Widra, the Company’s Executive Chairman commented, “In conjunction with the release of earnings for the quarter, we are announcing several transformative changes which reinforce our position as a pure play senior secured middle market BDC creating an institutional-quality offering available to a broad universe of investors. To support our senior secured assets, our Board and Investment adviser have established a new industry-leading fee structure among listed BDCs. In addition, MidCap Financial, one of the world’s leading middle market lenders and an affiliate of Apollo, has made a $30 million primary equity investment at NAV in the BDC. In connection with today’s announcements, we have elected to change the Company’s name to MidCap Financial Investment Corporation which reflects our investment strategy of primarily investing in loans originated by MidCap Financial. We are also pleased to announce that we are increasing our quarterly base dividend from 31 cents per share to 32 cents per share.”
Mr. Tanner Powell, the Company’s Chief Executive Officer commented, “Results for the June quarter reflect strong earnings given the increase in base rates. We believe that the credit fundamentals of our corporate lending portfolio remain strong and our portfolio is well-positioned for the current and evolving economic environment.”
| (1) | The Company has issued a separate press release and posted a presentation on its website which provide additional detail on the strategic announcements. |
| (2) | The changes to the fee structure will be effective for the period beginning January 1, 2023. |
| (3) | MidCap Financial refers to MidCap FinCo Designated Activity Company, a designated activity company limited by shares incorporated under the laws of Ireland, and its subsidiaries, including MidCap Financial Services, LLC. MidCap Financial is managed by Apollo Capital Management, L.P., a subsidiary of Apollo Global Management, Inc., pursuant to an investment management agreement between Apollo Capital Management, L.P. and MidCap FinCo Designated Activity Company. MidCap Financial is not an investment adviser, subadviser or fiduciary to the Company or to the Company’s Investment Adviser. MidCap Financial is not obligated to take into account the Company’s interests (or those of other potential participants in its originations) when originating loans across its platform. |
| (4) | The Company will change its name from Apollo Investment Corporation to MidCap Financial Investment Corporation effective on or around August 12, 2022. The Company’s common stock will begin to trade under the ticker “MFIC” on the NASDAQ Global Select Market on or around August 12, 2022. The Company will be changing its website to www.midcapfinancialic.com on or around August 12, 2022. |
| (5) | The senior leadership promotions are effective immediately. |
| (6) | Commitments made for the corporate lending portfolio. |
| (7) | Gross fundings include $0.08 million of equity. |
| (8) | The Company’s net leverage ratio is defined as debt outstanding plus payable for investments purchased, less receivable for investments sold, less cash and cash equivalents, less foreign currencies, divided by net assets. |
| (9) | From April 1, 2022 through Aug 1, 2022. |
| (10) | The distribution is payable on October 11, 2022 to stockholders of record on September 20, 2022. |
2
FINANCIAL HIGHLIGHTS
| ($ in billions, except per share data) | June 30, 2022 |
March 31, 2022 |
December 31, 2021 |
September 30, 2021 |
June 30, 2021 |
|||||||||||||||
| Total assets |
$ | 2.64 | $ | 2.60 | $ | 2.67 | $ | 2.69 | $ | 2.59 | ||||||||||
| Investment portfolio (fair value) |
$ | 2.55 | $ | 2.52 | $ | 2.59 | $ | 2.61 | $ | 2.49 | ||||||||||
| Debt outstanding |
$ | 1.60 | $ | 1.55 | $ | 1.59 | $ | 1.60 | $ | 1.49 | ||||||||||
| Net assets |
$ | 0.99 | $ | 1.00 | $ | 1.02 | $ | 1.04 | $ | 1.04 | ||||||||||
| Net asset value per share |
$ | 15.52 | $ | 15.79 | $ | 16.08 | $ | 16.07 | $ | 16.02 | ||||||||||
| Debt-to-equity ratio |
1.62 x | 1.54 x | 1.55 x | 1.54 x | 1.43 x | |||||||||||||||
| Net leverage ratio (1) |
1.58 x | 1.51 x | 1.52 x | 1.51 x | 1.39 x | |||||||||||||||
| (1) | The Company’s net leverage ratio is defined as debt outstanding plus payable for investments purchased, less receivable for investments sold, less cash and cash equivalents, less foreign currencies, divided by net assets. |
PORTFOLIO AND INVESTMENT ACTIVITY
| Three Months Ended June 30, |
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| (in millions)* | 2022 | 2021 | ||||||
| Investments made in portfolio companies |
$ | 227.4 | $ | 295.2 | ||||
| Investments sold |
— | — | ||||||
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| Net activity before repaid investments |
227.4 | 295.2 | ||||||
| Investments repaid |
(184.0 | ) | (266.1 | ) | ||||
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| Net investment activity |
$ | 43.4 | $ | 29.1 | ||||
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| Portfolio companies at beginning of period |
139 | 135 | ||||||
| Number of new portfolio companies |
7 | 11 | ||||||
| Number of exited portfolio companies |
(6 | ) | (6 | ) | ||||
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| Portfolio companies at end of period |
140 | 140 | ||||||
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| Number of investments made in existing portfolio companies |
53 | 37 | ||||||
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| * | Totals may not foot due to rounding. |
3
OPERATING RESULTS
| Three Months Ended June 30, |
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| (in millions)* |
2022 | 2021 | ||||||
| Net investment income |
$ | 23.5 | $ | 25.3 | ||||
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| Net realized and change in unrealized gains (losses) |
(17.8 | ) | 6.8 | |||||
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| Net increase in net assets resulting from operations |
$ | 5.7 | $ | 32.1 | ||||
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| (per share)* (1) |
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| Net investment income on per average share basis |
$ | 0.37 | $ | 0.39 | ||||
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| Net realized and change in unrealized gain (loss) per share |
(0.28 | ) | 0.10 | |||||
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| Earnings per share — basic |
$ | 0.09 | $ | 0.49 | ||||
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| * | Totals may not foot due to rounding. |
| (1) | Based on the weighted average number of shares outstanding for the period presented. |
4
SHARE REPURCHASE PROGRAM *
During the three months ended June 30, 2022, the Company repurchased 128,522 shares at a weighted average price per share of $12.74, inclusive of commissions, for a total cost of $1.6 million. This represents a discount of approximately 18.60% of the average net asset value per share for the three months ended June 30,2022.
Since the inception of the share repurchase program and through August 1, 2022, the Company repurchased 15,395,036 shares at a weighted average price per share of $15.97, inclusive of commissions, for a total cost of $245.8 million, leaving a maximum of $29.2 million available for future purchases under the current Board authorization of $275 million.
| * | Share figures have been adjusted for the 1-for-3 reverse stock split which was completed after market close on November 30, 2018. |
LIQUIDITY
As of June 30, 2022, the Company’s outstanding debt obligations, excluding deferred financing cost and debt discount of $4.6 million, totaled $1.602 billion which was comprised of $350 million of Senior Unsecured Notes (the “2025 Notes”) which will mature on March 3, 2025, $125 million of Unsecured Notes (the “2026 Notes”) which will mature on July 16, 2026 and $1.127 billion outstanding under the multi-currency revolving credit facility (the “Facility”). As of June 30, 2022, $27.0 million in standby letters of credit were issued through the Facility. The available remaining capacity under the Facility was $656 million as of June 30, 2022, which is subject to compliance with a borrowing base that applies different advance rates to different types of assets in the Company’s portfolio.
5
CONFERENCE CALL / WEBCAST AT 8:00 AM EDT ON AUGUST 2, 2022
The Company will host a conference call on Tuesday, August 2, 2022 at 8:00 a.m. Eastern Time. All interested parties are welcome to participate in the conference call by dialing (866) 342-8591 approximately 5-10 minutes prior to the call; international callers should dial (203) 518-9713. Participants should reference either Apollo Investment Corporation Q1 2023 Earnings or Conference ID: AINVQ123 when prompted. A simultaneous webcast of the conference call will be available to the public on a listen-only basis and can be accessed through the Events Calendar in the Shareholders section of our website at www.apolloic.com. Following the call, you may access a replay of the event either telephonically or via audio webcast. The telephonic replay will be available approximately two hours after the live call and through August 23, 2022, by dialing (800) 839-8292; international callers should dial (402) 220-6069. A replay of the audio webcast will also be available later that same day. To access the audio webcast please visit the Events Calendar in the Shareholders section of our website at www.apolloic.com.
SUPPLEMENTAL INFORMATION
The Company provides a supplemental information package to offer more transparency into its financial results and make its reporting more informative and easier to follow. The supplemental package is available in the Shareholders section of the Company’s website under Presentations at www.apolloic.com.
6
Our portfolio composition and weighted average yields as of June 30, 2022, March 31, 2022, December 31, 2021, September 30, 2021, and June 30, 2021 were as follows:
| June 30, 2022 |
March 31, 2022 |
December 31, 2021 |
September 30, 2021 |
June 30, 2021 |
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| Portfolio composition, at fair value: |
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| First lien secured debt |
91% | 90% | 87% | 85% | 81% | |||||||||||||||
| Second lien secured debt |
4% | 4% | 4% | 6% | 7% | |||||||||||||||
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| Total secured debt |
95% | 94% | 91% | 91% | 88% | |||||||||||||||
| Unsecured debt |
— % | — % | 1% | 1% | 1% | |||||||||||||||
| Structured products and other |
0% | 0% | 0% | 0% | 0% | |||||||||||||||
| Preferred equity |
1% | 1% | 1% | 1% | 1% | |||||||||||||||
| Common equity/interests and warrants |
4% | 5% | 6% | 7% | 10% | |||||||||||||||
| Weighted average yields, at amortized cost (1): |
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| First lien secured debt (2) |
8.4% | 8.0% | 7.9% | 7.9% | 7.7% | |||||||||||||||
| Second lien secured debt (2) |
11.7% | 9.6% | 9.6% | 9.5% | 10.0% | |||||||||||||||
| Total secured debt (2) |
8.6% | 8.1% | 8.0% | 7.9% | 7.9% | |||||||||||||||
| Unsecured debt portfolio (2) |
— % | — % | 5.3% | 5.2% | 5.2% | |||||||||||||||
| Total debt portfolio (2) |
8.6% | 8.1% | 7.9% | 7.9% | 7.9% | |||||||||||||||
| Total portfolio (3) |
7.5% | 7.1% | 6.9% | 6.9% | 6.4% | |||||||||||||||
| Interest rate type, at fair value (4): |
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| Fixed rate amount |
$0.0 billion | $0.0 billion | $0.0 billion | — | — | |||||||||||||||
| Floating rate amount |
$ | 2.1 billion | $ | 2.0 billion | $ | 2.0 billion | $ | 2.1 billion | $ | 1.9 billion | ||||||||||
| Fixed rate, as percentage of total |
1% | 1% | 1% | — | — | |||||||||||||||
| Floating rate, as percentage of total |
99% | 99% | 99% | 100% | 100% | |||||||||||||||
| Interest rate type, at amortized cost (4): |
||||||||||||||||||||
| Fixed rate amount |
$0.0 billion | $0.0 billion | $0.0 billion | — | — | |||||||||||||||
| Floating rate amount |
$ | 2.1 billion | $ | 2.0 billion | $ | 2.0 billion | $ | 2.1 billion | $ | 1.9 billion | ||||||||||
| Fixed rate, as percentage of total |
1% | 1% | 1% | — % | — % | |||||||||||||||
| Floating rate, as percentage of total |
99% | 99% | 99% | 100% | 100% | |||||||||||||||
| (1) | An investor’s yield may be lower than the portfolio yield due to sales loads and other expenses. |
| (2) | Exclusive of investments on non-accrual status. |
| (3) | Inclusive of all income generating investments, non-income generating investments and investments on non-accrual status. |
| (4) | The interest rate type information is calculated using the Company’s corporate debt portfolio and excludes aviation, oil and gas, structured credit, renewables, shipping, commodities and investments on non-accrual status. |
7
APOLLO INVESTMENT CORPORATION
STATEMENTS OF ASSETS AND LIABILITIES
(In thousands, except share and per share data)
| June 30, 2022 | March 31, 2022 | |||||||
| (Unaudited) | ||||||||
| Assets |
||||||||
| Investments at fair value: |
||||||||
|
Non-controlled/non-affiliated investments (cost — $2,060,771 and $2,001,907, respectively) |
$ | 2,025,196 | $ | 1,977,647 | ||||
| Non-controlled/affiliated investments (cost — $130,855 and $130,866, respectively) |
60,208 | 63,709 | ||||||
| Controlled investments (cost — $602,913 and $613,056, respectively) |
464,100 | 481,817 | ||||||
| Cash and cash equivalents |
34,512 | 30,033 | ||||||
| Foreign currencies (cost — $1,027 and $601, respectively) |
950 | 565 | ||||||
| Receivable for investments sold |
8,244 | 7,989 | ||||||
| Interest receivable |
18,842 | 15,554 | ||||||
| Dividends receivable |
5,393 | 5,083 | ||||||
| Deferred financing costs |
15,811 | 17,005 | ||||||
| Prepaid expenses and other assets |
1,825 | 719 | ||||||
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| Total Assets |
$ | 2,635,081 | $ | 2,600,121 | ||||
|
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| Liabilities |
||||||||
| Debt |
$ | 1,597,563 | $ | 1,550,608 | ||||
| Payable for investments purchased |
206 | — | ||||||
| Distributions payable |
22,867 | 22,913 | ||||||
| Management and performance-based incentive fees payable |
10,270 | 9,912 | ||||||
| Interest payable |
9,341 | 3,335 | ||||||
| Accrued administrative services expense |
1,290 | 897 | ||||||
| Other liabilities and accrued expenses |
7,557 | 7,624 | ||||||
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| Total Liabilities |
$ | 1,649,094 | $ | 1,595,289 | ||||
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| Commitments and contingencies |
||||||||
| Net Assets |
$ | 985,987 | $ | 1,004,832 | ||||
|
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|
|
|
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| Net Assets |
||||||||
| Common stock, $0.001 par value (130,000,000 shares authorized; 63,518,718 and 63,647,240 shares issued and outstanding, respectively) |
$ | 62 | $ | 62 | ||||
| Capital in excess of par value |
2,077,124 | 2,078,760 | ||||||
| Accumulated under-distributed (over-distributed) earnings |
(1,091,199 | ) | (1,073,990 | ) | ||||
|
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|
|
|
|||||
| Net Assets |
$ | 985,987 | $ | 1,004,832 | ||||
|
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|
|
|
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| Net Asset Value Per Share |
$ | 15.52 | $ | 15.79 | ||||
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8
APOLLO INVESTMENT CORPORATION
STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share data)
| Three Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| Investment Income |
||||||||
|
Non-controlled/non-affiliated investments: |
||||||||
| Interest income (excluding Payment-in-kind (“PIK”) interest income) |
$ | 42,448 | $ | 40,244 | ||||
| Dividend income |
25 | 72 | ||||||
| PIK interest income |
414 | 1,201 | ||||||
| Other income |
276 | 1,187 | ||||||
| Non-controlled/affiliated investments: |
||||||||
| Interest income (excluding PIK interest income) |
48 | 45 | ||||||
| Dividend income |
311 | 312 | ||||||
| PIK interest income |
19 | 16 | ||||||
| Other income |
— | — | ||||||
| Controlled investments: |
||||||||
| Interest income (excluding PIK interest income) |
9,101 | 7,157 | ||||||
| Dividend income |
— | — | ||||||
| PIK interest income |
522 | 319 | ||||||
| Other income |
240 | — | ||||||
|
|
|
|
|
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| Total Investment Income |
$ | 53,404 | $ | 50,553 | ||||
|
|
|
|
|
|||||
| Expenses |
||||||||
| Management fees |
$ | 8,949 | $ | 8,813 | ||||
| Performance-based incentive fees |
1,396 | — | ||||||
| Interest and other debt expenses |
16,377 | 12,662 | ||||||
| Administrative services expense |
1,286 | 1,271 | ||||||
| Other general and administrative expenses |
2,206 | 2,538 | ||||||
|
|
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|
|
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| Total expenses |
$ | 30,214 | $ | 25,284 | ||||
|
|
|
|
|
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| Management fee offset rebate |
$ | (75 | ) | $ | — | |||
| Expense reimbursements |
(228 | ) | (76 | ) | ||||
|
|
|
|
|
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| Net Expenses |
$ | 29,911 | $ | 25,208 | ||||
|
|
|
|
|
|||||
| Net Investment Income |
$ | 23,493 | $ | 25,345 | ||||
|
|
|
|
|
|||||
| Net Realized and Change in Unrealized Gains (Losses) |
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| Net realized gains (losses): |
||||||||
|
Non-controlled/non-affiliated investments |
$ | 314 | $ | 279 | ||||
| Non-controlled/affiliated investments |
— | — | ||||||
| Controlled investments |
— | — | ||||||
| Foreign currency transactions |
(22 | ) | (184 | ) | ||||
|
|
|
|
|
|||||
| Net realized gains (losses) |
$ | 292 | $ | 95 | ||||
|
|
|
|
|
|||||
| Net change in unrealized gains (losses): |
||||||||
|
Non-controlled/non-affiliated investments |
$ | (11,315 | ) | $ | 6,826 | |||
| Non-controlled/affiliated investments |
(3,490 | ) | 9,998 | |||||
| Controlled investments |
(7,575 | ) | (10,026 | ) | ||||
| Foreign currency translations |
4,254 | (94 | ) | |||||
|
|
|
|
|
|||||
| Net change in unrealized gains (losses) |
$ | (18,126 | ) | $ | 6,704 | |||
|
|
|
|
|
|||||
| Net Realized and Change in Unrealized Gains (Losses) |
$ | (17,834 | ) | $ | 6,799 | |||
|
|
|
|
|
|||||
| Net Increase (Decrease) in Net Assets Resulting from Operations |
$ | 5,659 | $ | 32,144 | ||||
|
|
|
|
|
|||||
| Earnings (Loss) Per Share — Basic |
$ | 0.09 | $ | 0.49 | ||||
|
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|
|
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9
Important Information
Investors are advised to carefully consider the investment objective, risks, charges and expenses of the Company before investing. The preliminary prospectus dated July 14, 2020, which has been filed with the Securities and Exchange Commission (“SEC”), contains this and other information about the Company and should be read carefully before investing. A shelf registration statement relating to certain securities of the Company is on file with and has been declared effective by the SEC. Any offering may be made only by means of a prospectus and any accompanying prospectus supplement. Before you invest, you should read the base prospectus in that registration statement, the preliminary prospectus and any documents incorporated by reference therein, which the issuer has filed with the SEC, for more complete information about the Company and an offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
The information in the preliminary prospectus and in this announcement is not complete and may be changed. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Past performance is not indicative of, or a guarantee of, future performance. The performance and certain other portfolio information quoted herein represents information as of dates noted herein. Nothing herein shall be relied upon as a representation as to the future performance or portfolio holdings of the Company. Investment return and principal value of an investment will fluctuate, and shares, when sold, may be worth more or less than their original cost. The Company’s performance is subject to change since the end of the period noted in this report and may be lower or higher than the performance data shown herein.
About Apollo Investment Corporation
Apollo Investment Corporation (NASDAQ: AINV) is a closed-end investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. The Company invests primarily in directly originated first lien senior secured loans in private middle-market companies. To a lesser extent, the Company may invest in other types of securities including second lien senior secured loans, unitranche loans, unsecured loans, and equities in both private middle market companies and public companies. Apollo Investment Corporation is managed by Apollo Investment Management, L.P., an affiliate of Apollo Global Management, Inc., a leading global alternative investment manager. For more information, please visit www.apolloic.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, including, but not limited to, statements as to our future operating results; our business prospects and the prospects of our portfolio companies; the impact of investments that we expect to make; our contractual arrangements and relationships with third parties; the dependence of our future success on the general economy and its impact on the industries in which we invest; the ability of our portfolio companies to achieve their objectives; our expected financings and investments; the adequacy of our cash resources and working capital; and the timing of cash flows, if any, from the operations of our portfolio companies.
We may use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may” and similar expressions to identify forward-looking statements. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations. Statements regarding the following subjects, among others, may be forward-looking: the continuing effects of the COVID-19 pandemic; and steps taken
10
by governmental and other authorities to contain, mitigate, and combat the pandemic or treat its impact on our financial condition, results of operations, liquidity, and capital resources; changes in general economic conditions, including the impact of supply chain disruptions, or changes in financial markets, and the risk of recession; changes in the interest rate environment and levels of general interest rates and the impact of inflation; the return on equity; the yield on investments; the ability to borrow to finance assets; new strategic initiatives; the ability to reposition the investment portfolio; the market outlook; future investment activity; and risks associated with changes in business conditions and the general economy. Undue reliance should not be placed on such forward-looking statements as such statements speak only as of the date on which they are made. We do not undertake to update our forward-looking statements unless required by law.
Contact
Elizabeth Besen
Investor Relations Manager
Apollo Investment Corporation
212.822.0625
ebesen@apollo.com
11
Exhibit 99.2
Apollo Investment Corporation Announces Transformative Changes to
Reinforce Position as a Pure Play Senior Secured Middle Market BDC Providing Public Shareholder
Access to Institutional-Quality Private Credit
New Industry-Leading Fee Structure Supports Senior Secured Investment Strategy
MidCap Financial 1, one of the World’s Leading Middle Market Origination Businesses,
Makes Aligning Primary Equity Investment in BDC at NAV
BDC to Rebrand as ‘MidCap Financial Investment Corporation’
Increases Quarterly Base Distribution from $0.31 to $0.32 Per Share2
Senior Leadership Promotions to Align with Enhanced Strategy
New York, NY — August 2, 2022 — Apollo Investment Corporation (NASDAQ: AINV), (the “Company” or the “BDC”) today announced several transformative changes which reinforce the Company’s position as a senior secured middle market business development company creating an institutional-quality offering with an attractive dividend yield available to a broad universe of investors. These announcements illustrate the broader strategic commitment of Apollo Global Management (“Apollo”) (NYSE: APO) to investor alignment, product innovation, and playing a leading role in the democratization of finance.
| • | To support the BDC’s senior secured investment strategy and allow participation in more senior secured assets that are expected to produce attractive risk-adjusted returns for shareholders, the Company established a new industry-leading fee structure among listed BDCs, with substantial permanent reductions to management and incentive fees. MidCap Financial originates a significant amount of lower yielding senior secured loans that previously have been accessible largely only to institutional investors. Historically, MidCap Financial1 and Apollo as its manager3 have predominantly originated assets on behalf of U.S. pensions and other global institutional investors. With the reduced fee structure, the BDC will be able to participate in a broader universe of MidCap Financial-originated senior secured loans, while producing similar to enhanced expected shareholder economics. |
| 1 | MidCap Financial refers to MidCap FinCo Designated Activity Company, a designated activity company limited by shares incorporated under the laws of Ireland, and its subsidiaries, including MidCap Financial Services, LLC. MidCap Financial is not an investment adviser, subadviser or fiduciary to the Company or to the Company’s Investment Adviser. MidCap Financial is not obligated to take into account the Company’s interests (or those of other potential participants in its originations) when originating loans across its platform. |
| 2 | On August 1, 2022, the Company’s Board of Directors increased the base distribution to $0.32 per share for the quarter ending June 30, 2022. The distribution is payable on October 11, 2022 to stockholders of record as of September 20, 2022. There can be no assurances that the Board will continue to declare a base distribution of $0.32 per share. |
| 3 | MidCap Financial is managed by Apollo Capital Management, L.P., a subsidiary of Apollo Global Management, Inc., pursuant to an investment management agreement between Apollo Capital Management, L.P. and MidCap FinCo Designated Activity Company. |
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| • | MidCap Financial has made a $30 million primary equity investment in the BDC at net asset value, representing a significant premium to the current market price. This investment serves to i) validate the value of the BDC’s senior investment strategy, ii) provide the BDC with dry powder to invest in loans originated by MidCap Financial, and iii) create a strong alignment of interests with the BDC’s performance. |
| • | MidCap Financial, which is managed by Apollo, is one of the world’s leading middle market origination businesses, with over $21 billion of annual originations.4 The business is led by an experienced management team that has worked together over 20 years and has, what the Company considers to be, an exceptionally strong track record. |
| • | Rebrands to MidCap Financial Investment Corporation reflecting the BDC’s investment strategy of primarily investing in loans originated by MidCap Financial; ticker will change to “MFIC”.5 |
| • | Appointed Howard T. Widra, Apollo’s Head of Direct Origination, to Executive Chairman of the Board of Directors. |
| • | Promoted Tanner Powell to Chief Executive Officer, Ted McNulty to President, and Kristin Hester to Chief Legal Officer. |
Mr. Howard Widra, the Company’s Executive Chairman commented, “Over the last several years, we have repositioned the BDC’s portfolio to have a senior secured orientation. Today’s announcements reinforce and support the BDC’s position as a pure play senior secured middle market BDC. The new fee structure significantly reduces our cost of capital which will allow us to invest across a larger universe of MidCap Financial-originated loans, which are available to us through Apollo’s management of MidCap Financial, while delivering an attractive dividend yield to our shareholders. MidCap Financial is also making an aligning primary equity investment in the BDC at NAV. We believe today’s announcements have all the hallmarks of what we consider to be best-in-class investor alignment and illustrate how Apollo is positioning itself at the forefront of the democratization of finance, allowing greater individual access to alternatives.”
Mr. Howard Widra continued, “Today’s promotions are well-deserved and a recognition of the contributions that Tanner, Ted, and Kristin have each made to the BDC over the years. Tanner and Ted are both proven leaders with considerable expertise and experience in private credit investing and have been integral to the BDC’s repositioning efforts. Kristin has been a senior member of our legal team since 2015 and has provided valuable legal support for the Company’s strategic initiatives and operations over the years. I’d also like to thank Joe Glatt for his great work on behalf the Company over the years and congratulate him on his own promotion. As Executive Chairman, I look forward to continuing to work closely with Tanner, Ted, and Kristin as the BDC takes this next step.”
| 4 | Based on last twelve months as of June 30, 2022. |
| 5 | Name and ticker change will be effective on or around August 12, 2022. |
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Mr. Tanner Powell, the Company’s Chief Executive Officer, commented, “Apollo’s unique relationship with MidCap Financial enables the BDC to have access to MidCap Financial’s high-quality origination volume, which we believe is a distinct competitive advantage over many other BDCs. MidCap Financial is a well-established provider of senior debt solutions to middle market companies and has what we believe to be an exceptionally strong track record. The change in the company name reflects our go forward strategy.” Mr. Tanner Powell continued, “We are pleased to increase our quarterly base distribution to $0.32 per share which reflects what we believe is a conservative estimate of the earnings power of the portfolio once fully deployed in our go forward strategy.”
Public Shareholder Access to Institutional-Quality Private Credit at New Industry-Leading Fee Structure
The Board of Directors (the “Board”) and the Company’s investment adviser have established a new industry-leading fee structure among listed BDCs to support the Company’s senior secured investment strategy and make institutional-quality senior secured assets available to public shareholders. MidCap Financial originates a significant amount of senior secured first lien loans that were previously below the BDC’s target asset spread. With a reduced fee structure, the BDC will be able to participate in a broader universe of MidCap Financial-originated senior secured loans. Apollo6 will continue to serve as the investment adviser of the BDC and will select and underwrite investments on behalf of the Company under the same investment process and standards.
The Company’s base management fee has been permanently reduced to 1.75% on net assets (i.e., equity) from the equivalent of approximately 3.4% on net assets. In other words, the base management fee rate, expressed in terms of gross assets, has been reduced from approximately 1.40% on gross assets, to the equivalent of approximately 0.75% on gross assets.7 Beyond the nearly halving of management fees in the aggregate, the shift to basing management fees on net assets, rather than gross assets, provides greater alignment and focus on net asset value versus leverage.
The incentive fee on income has also been permanently reduced from 20% to 17.5%. The performance threshold remains 7% and there is no change to the total return requirement or catch-up provision. The changes to the fee structure will be effective for the period beginning January 1, 2023.
MidCap Financial Makes Aligning Primary Equity Investment in the BDC at Net Asset Value
MidCap Financial has invested $30 million in equity in the BDC at net asset value, representing a significant premium to the current market price. The Company’s net asset value per share was $15.528 as of June 30, 2022. Accordingly, the Company will issue approximately 1.93 million new shares in connection with this transaction which is expected to close in the next week. Pro forma for this investment, MidCap Financial will own approximately 3.0% of the BDC’s common stock. All shares issued in connection with this transaction will be subject to a minimum two-year hold period.
| 6 | Apollo Investment Management, L.P., an affiliate of Apollo will continue to serve as the Company’s investment adviser. |
| 7 | Prior to this reduction, the base management fee was 1.5% on gross assets financed using leverage up to 1.0x debt-to-equity and 1.0% on gross assets financed using leverage over 1.0x debt-to-equity. For the comparisons presented, a debt-to-equity ratio of 1.40x is assumed. |
| 8 | The NAV per share figure is rounded for presentation purposes. |
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MidCap Financial is One of the World’s Leading Middle Market Origination Businesses
Founded in 2008, MidCap Financial is an established leader in middle market lending. MidCap Financial is a privately held leading middle market-focused specialty finance firm that provides senior debt solutions to companies across all industries through first lien secured loans and asset-based loans. Over the last twelve months through June 30, 2022, MidCap Financial has originated over $21 billion of commitments. MidCap Financial has, what we believe to be an exceptionally strong track record and has successfully managed through multiple economic cycles. MidCap Financial’ s years of experience, strong balance sheet, and flexibility make it the lender of choice for companies across all stages of growth and complexity. An affiliate of Apollo serves as discretionary investment manager of MidCap Financial.9
Company Will Trade as ‘MidCap Financial Investment Corporation’
The Company has announced that it will change its name from Apollo Investment Corporation to MidCap Financial Investment Corporation effective on or around August 12, 2022. The new name reflects the Company’s investment strategy of primarily investing in loans originated by MidCap Financial, as well as MidCap Financial’ s prominent role in Apollo’s Direct Origination and broader Yield businesses. Apollo will continue to serve as the investment adviser of the Company. The Company’s common stock will begin to trade under the ticker “MFIC” on the NASDAQ Global Select Market on or around August 12, 2022. In connection with the name change, the Company will be changing its website to www.midcapfinancialic.com on or around August 12, 2022.
Senior Leadership Promotions to Align with Enhanced Strategy
The Company has also announced the following senior management promotions and Board changes which are effective immediately.
Howard T. Widra, who served as Chief Executive Officer since May 2018 and as President from June 2016 to May 2018, has been named Executive Chairman of the Board. Mr. Widra will continue to serve as Apollo’s Head of Direct Origination.
Tanner Powell, who served as President of the Company since May 2018 and Chief Investment Officer for Apollo Investment Management, L.P. (“AIM”), the Company’s investment adviser since June 2016, has been promoted to Chief Executive Officer of the Company.
Ted McNulty, who is a Managing Director in Apollo’s Direct Origination business, has been promoted to President of the Company and Chief Investment Officer for AIM.
Kristin Hester, who has served as the General Counsel of the Company since May 2020, has been promoted to Chief Legal Officer and Secretary of the Company. Joseph Glatt, who served as the Company’s Chief Legal Officer and Secretary since 2011, was promoted to a new role as Partner in Apollo’s U.S. Financial Institutions Group.
John Hannan, who has served as Chairman of the Board since 2006, will now serve as Vice Chairman of the Board.
| 9 | MidCap Financial is managed by Apollo Capital Management, L.P., a subsidiary of Apollo Global Management, Inc., pursuant to an investment management agreement between Apollo Capital Management, L.P. and MidCap FinCo Designated Activity Company. |
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Howard T. Widra
Mr. Widra has been with Apollo and/or its affiliates since 2013 and serves as Apollo’s Head of Direct Origination. He was appointed Executive Chairman in August 2022. He served as the Company’s Chief Executive Officer from May 2018 to August 2022 and as President from June 2016 to May 2018. He has also been a Director since May 2018. Mr. Widra was a co-founder of MidCap Financial, a middle-market specialty finance firm with $21.4 billion of annual originations10 and was formerly its Chief Executive Officer. Prior to MidCap Financial, Mr. Widra was the founder and President of Merrill Lynch Capital Healthcare Finance. Prior to Merrill Lynch, Mr. Widra was President of GE Capital Healthcare Commercial Finance and held senior roles in its predecessor entities including President of Heller Healthcare Finance, and COO of Healthcare Financial Partners. Mr. Widra holds a J.D., Cum Laude, from the Harvard Law School and a BA from the University of Michigan.
Tanner Powell
Mr. Powell joined Apollo in 2006. Mr. Powell was appointed Chief Executive Officer of the Company in August 2022. He served as President of the Company from May 2018 to August 2022 and served as Chief Investment Officer for the Company’s investment adviser from June 2016 to August 2022. Mr. Powell is a Partner and Portfolio Manager in Apollo’s Direct Origination business. He holds leadership roles in Apollo’s Credit Business, including its aircraft leasing and lending businesses. From 2004 to 2006, he served as an analyst in Goldman Sachs’ Principal Investment Area (PIA). From 2002 to 2004, Mr. Powell was an Analyst in the Industrials group at Deutsche Bank. He graduated from Princeton University with a BA in political economy.
Ted McNulty
Mr. McNulty joined Apollo in 2014. He is a is Managing Director in Apollo’s Credit business. He was appointed President of the Company and Chief Investment Officer for the Company’s investment adviser in August 2022. Prior to joining Apollo, Mr. McNulty ran the mezzanine and later merchant banking business for a subsidiary of Mitsubishi UFJ and was a director at Haland before that. Previously, he held various roles at JPMorgan and its predecessor institutions, primarily in leveraged finance. Mr. McNulty received an MBA from the Kellogg School of Management and a BA in Government from Harvard University.
Kristin Hester
Ms. Hester joined Apollo in 2015 and currently serves as Senior Counsel for Apollo. She was promoted to Chief Legal Officer for the Company in August 2022 and served as General Counsel for the Company from May 2020 to August 2022. Ms. Hester also serves as General Counsel for Apollo Debt Solutions BDC, Apollo Senior Floating Rate Fund Inc., and Apollo Tactical Income Fund Inc. Prior to joining Apollo, Ms. Hester was associated with the law firms of Dechert LLP from 2009-2015 and Clifford Chance US LLP from 2006-2009. In each case she primarily advised U.S. registered investment companies, their investment advisers, and boards of directors on various matters under the Investment Company Act of 1940. Ms. Hester received her JD from Duke University School of Law and graduated cum laude from Bucknell University with a BS in Business Administration.
| 10 | Based on the last twelve months as of June 30, 2022. |
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CONFERENCE CALL / WEBCAST AT 8:00 AM EDT ON AUGUST 2, 2022
The Company will host a conference call on Tuesday, August 2, 2022, at 8:00 a.m. Eastern Time. All interested parties are welcome to participate in the conference call by dialing (866) 342-8591 approximately 5-10 minutes prior to the call; international callers should dial (203) 518-9713. Participants should reference either Apollo Investment Corporation Q1 2023 Earnings or Conference ID: AINVQ123 when prompted. A simultaneous webcast of the conference call will be available to the public on a listen-only basis and can be accessed through the Events Calendar in the Shareholders section of our website at www.apolloic.com. Following the call, you may access a replay of the event either telephonically or via audio webcast. The telephonic replay will be available approximately two hours after the live call and through August 23, 2022, by dialing (800) 839-8292; international callers should dial (402) 220-6069. A replay of the audio webcast will also be available later that same day. To access the audio webcast please visit the Events Calendar in the Shareholders section of our website at www.apolloic.com.
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Important Information
Investors are advised to carefully consider the investment objective, risks, charges and expenses of the Company before investing. The preliminary prospectus dated July 14, 2020, which has been filed with the Securities and Exchange Commission (“SEC”), contains this and other information about the Company and should be read carefully before investing. A shelf registration statement relating to certain securities of the Company is on file with and has been declared effective by the SEC. Any offering may be made only by means of a prospectus and any accompanying prospectus supplement. Before you invest, you should read the base prospectus in that registration statement, the preliminary prospectus and any documents incorporated by reference therein, which the issuer has filed with the SEC, for more complete information about the Company and an offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
The information in the preliminary prospectus and in this announcement is not complete and may be changed. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Past performance is not indicative of, or a guarantee of, future performance. The performance and certain other portfolio information quoted herein represents information as of dates noted herein. Nothing herein shall be relied upon as a representation as to the future performance or portfolio holdings of the Company. Investment return and principal value of an investment will fluctuate, and shares, when sold, may be worth more or less than their original cost. The Company’s performance is subject to change since the end of the period noted in this report and may be lower or higher than the performance data shown herein.
About Apollo Investment Corporation
Apollo Investment Corporation is a closed-end investment company incorporated in Maryland. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company is externally managed by Apollo Investment Management, L.P. The investment adviser is an affiliate of Apollo Global Management, Inc., and its consolidated subsidiaries. The Company has elected to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended.
The Company’s investment objective is to generate current income and capital appreciation. The Company invests primarily in directly originated first lien senior secured loans in private middle-market companies. To a lesser extent, the Company may invest in other types of securities including second lien senior secured loans, unitranche loans, unsecured loans, and equites in both private middle market companies and public companies.
For more information, please visit www.apolloic.com. The Company will be changing its website to www.midcapfinancialic.com on or around August 12, 2022.
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Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, including, but not limited to, statements as to our future operating results; our business prospects and the prospects of our portfolio companies; the impact of investments that we expect to make; our contractual arrangements and relationships with third parties; the dependence of our future success on the general economy and its impact on the industries in which we invest; the ability of our portfolio companies to achieve their objectives; our expected financings and investments; the adequacy of our cash resources and working capital; and the timing of cash flows, if any, from the operations of our portfolio companies.
We may use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may” and similar expressions to identify forward-looking statements. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations. Statements regarding the following subjects, among others, may be forward-looking: the continuing effects of the COVID-19 pandemic; and steps taken by governmental and other authorities to contain, mitigate, and combat the pandemic or treat its impact on our financial condition, results of operations, liquidity, and capital resources; changes in general economic conditions, including the impact of supply chain disruptions, or changes in financial markets, and the risk of recession; changes in the interest rate environment and levels of general interest rates and the impact of inflation; the return on equity; the yield on investments; the ability to borrow to finance assets; new strategic initiatives; the ability to reposition the investment portfolio; the market outlook; future investment activity; and risks associated with changes in business conditions and the general economy. Undue reliance should not be placed on such forward-looking statements as such statements speak only as of the date on which they are made. We do not undertake to update our forward-looking statements unless required by law.
Media Contact
Joanna Rose
Global Head of Corporate Communications
Apollo Global Management, Inc.
(212) 822-0491
Communications@apollo.com
Investor Contact
Elizabeth Besen
Investor Relations Manager
Apollo Investment Corporation
(212) 822-0625
ebesen@apollo.com
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