Record Dates Set and Special Meetings of Stockholders Scheduled
MFIC Board Unanimously Recommends That Stockholders Vote “FOR” the MFIC Share Issuance Proposal
AFT Board Unanimously Recommends That Stockholders Vote “FOR” the AFT Merger Proposal
AIF Board Unanimously Recommends That Stockholders Vote “FOR” the AIF Merger Proposal
Record and Special Meeting Dates
The table below presents the respective record date, special meeting date and time and proposal for each fund. Instructions on how to attend the special meetings and additional information on the proposals can be found in the Joint Proxy Statement. Stockholders of record as of the applicable record date are entitled to vote at the relevant fund’s special meeting, or any adjournment or postponement thereof, and are encouraged to vote well in advance of the special meeting.
MFIC | AFT | AIF | |
Record Date | Close of business on | Close of business on | Close of business on |
Date and Time of Special Meeting | |||
Proposal | The issuance of shares of common stock of MFIC in connection with the Mergers, as further described below (the “MFIC Share Issuance Proposal”) | The merger of AFT with and into MFIC (the “AFT Merger Proposal”) | The merger of AIF with and into MFIC (the “AIF Merger Proposal”) |
Voting Instructions
If you are a stockholder of record as of an applicable record date, you will receive copies of the Joint Proxy Statement and proxy card (together, the “Proxy Materials”) either in the mail or electronically. If you are a stockholder of record as of an applicable record date and do not receive the Proxy Materials, please contact either your broker or Broadridge Financial Solutions (“Broadridge”) at 1-855-200-8397. MFIC, AFT and AIF have each engaged Broadridge, an independent proxy solicitation firm, to assist in the solicitation of proxies in connection with the Mergers. If your vote has not been received after a reasonable amount of time, you may receive a telephone call from Broadridge reminding you to vote your shares. If you are a registered stockholder, for inquires unrelated to the Proxy Materials, please call
Please follow the instructions on the proxy card contained in the Proxy Materials and authorize a proxy to vote your shares via the Internet, by telephone or by signing, dating and returning the proxy card. Voting by proxy does not deprive you of your right to participate in the virtual special meetings.
If you are a stockholder of MFIC, AFT and/or AIF and have any questions, please contact Broadridge at 1-855-200-8397 or contact the Investor Relations
Transaction Overview
On
The Mergers are expected to be accretive to net investment income per share for all stockholders reflecting operational synergies from the elimination of duplicative expenses, the ability to grow the CEFs’ portfolios through additional leverage, and the proposed rotation in the ordinary course of the CEFs’ lower yielding liquid assets into first lien middle market loans sourced by
Under the terms of the merger agreements, stockholders of the CEFs will receive an amount of newly issued shares of MFIC common stock based on the ratio of the net asset value (“NAV”) per share of the applicable CEF divided by the NAV per share of MFIC, each determined shortly before the closing of each Merger (the “Exchange Ratios”).ii Assuming both Mergers close, the estimated pro forma post-merger stockholder ownership of MFIC would be approximately 69% for current MFIC stockholders, 16% for current AFT stockholders, and 15% for current AIF stockholders.iii
In consideration of the closing of each Merger, promptly following the closing of the applicable Merger, an affiliate of Apollo will make a special cash payment of
In addition, prior to the closing of the applicable Merger, each of AFT and AIF will declare and pay to its respective stockholders one or more distributions of all of its previously undistributed net investment income (“UNII”) and any net realized capital gain (the “AFT Tax Dividend” and the “AIF Tax Dividend”, respectively, and, together, the “CEF Tax Dividends”). The exact amount of each CEF Tax Dividend will be based on the corresponding CEF’s UNII and net realized capital gain (if any) prior to the closing of the applicable Merger. There can be no assurances with respect to the amount of each CEF Tax Dividend. The exact record date and payment date for the AFT Tax Dividend and the AIF Tax Dividend will be determined by the AFT Board of Directors and the AIF Board of Directors, respectively, based upon the timing of the anticipated closing of the applicable Merger. As of
In addition, following the closing of the Merger(s), as applicable, MFIC will pay a cash dividend of
The table below presents the above referenced cash payments to be made in connection with the proposed Mergers, including their corresponding record and payment dates.
AFT Stockholders | AIF Stockholders | ||
1 | Special CEF Stockholder Cash Payment | ||
Record Date | Closing date of AFT Merger | Closing date of AIF Merger | |
Payment Date | Promptly following the closing of the AFT Merger | Promptly following the closing of the AIF Merger | |
2 | CEF Tax Dividends | Amount to be determined ($0.14 per share of UNII as of 12/31/23) | Amount to be determined ($0.17 per share of UNII as of 12/31/23) |
Record Date | Prior to the closing of the AFT Merger | Prior to the closing of the AIF Merger | |
Payment Date | Prior to the closing of the AFT Merger | Prior to the closing of the AIF Merger |
MFIC Stockholders (Including Former AFT and AIF Stockholders) | ||
3 | MFIC Special Cash Dividend | |
Record Date | To be determined by the MFIC Board of Directors, based upon the timing of the closings of the Mergers(s) | |
Payment Date | Within thirty (30) days following the closing of the AFT or AIF Merger, subject to the closing or termination of the other Merger |
The Mergers, which are intended to be treated as tax-free reorganizations, are subject to the receipt of certain approvals of MFIC, AFT, and AIF stockholders and the satisfaction of other closing conditions, as described in further detail in the Joint Proxy Statement and Registration Statement.
Each Merger will not be contingent on the other, and MFIC may merge with only one of the CEFs if stockholder approval is not received from both sets of CEF stockholders. Prior to the closings of the Mergers, MFIC, AFT, and AIF intend to operate in the normal course, including by declaring regular distributions.
The CEFs’ existing indebtedness will be repaid by MFIC contemporaneously with the closings of the Mergers.
About
About
About
Forward-Looking Statements
Some of the statements in this press release constitute forward-looking statements because they relate to future events, future performance or financial condition. The forward-looking statements may include statements as to: future operating results of MFIC, AFT and AIF, and distribution projections; business prospects of MFIC, AFT and AIF, and the prospects of their portfolio companies, if applicable; and the impact of the investments that MFIC, AFT and AIF expect to make. In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this press release involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the ability of the parties to consummate one or both of the Mergers contemplated by the Agreement and Plan of Merger among MFIC, AIF and certain other parties thereto and the Agreement and Plan of Merger among MFIC, AFT and certain other parties thereto on the expected timeline, or at all; (ii) the expected synergies and savings associated with the Mergers; (iii) the ability to realize the anticipated benefits of the Mergers, including the expected elimination of certain expenses and costs due to the Mergers; (iv) the percentage of the stockholders of MFIC, AFT and AIF voting in favor of the applicable Proposals (as defined below); (v) the possibility that competing offers or acquisition proposals will be made; (vi) the possibility that any or all of the various conditions to the consummation of the Mergers may not be satisfied or waived; (vii) risks related to diverting management’s attention from ongoing business operations; (viii) the combined company’s plans, expectations, objectives and intentions, as a result of the Mergers; (ix) any potential termination of one or both merger agreements; (x) the future operating results and net investment income projections of MFIC, AFT, AIF or, following the closing of one or both of the Mergers, the combined company; (xi) the ability of MFIC Adviser to implement MFIC Adviser’s future plans with respect to the combined company; (xii) the ability of MFIC Adviser and its affiliates to attract and retain highly talented professionals; (xiii) the business prospects of MFIC, AFT, AIF or, following the closing of one or both of the Mergers, the combined company and the prospects of their portfolio companies; (xiv) the impact of the investments that MFIC, AFT, AIF or, following the closing of one or both of the Mergers, the combined company expect to make; (xv) the ability of the portfolio companies of MFIC, AFT, AIF or, following the closing of one or both of the Mergers, the combined company to achieve their objectives; (xvi) the expected financings and investments and additional leverage that MFIC, AFT, AIF or, following the closing of one or both of the Mergers, the combined company may seek to incur in the future; (xvii) the adequacy of the cash resources and working capital of MFIC, AFT, AIF or, following the closing of one or both of the Mergers, the combined company; (xviii) the timing of cash flows, if any, from the operations of the portfolio companies of MFIC, AFT, AIF or, following the closing of one or both of the Mergers, the combined company; (xix) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); and (xx) the risk that stockholder litigation in connection with one or both of the Mergers may result in significant costs of defense and liability. MFIC, AFT and AIF have based the forward-looking statements included in this press release on information available to them on the date hereof, and they assume no obligation to update any such forward-looking statements. Although MFIC, AFT and AIF undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures made directly to you or through reports that MFIC, AFT and/or AIF have filed (or, in the future, may file) with the
No Offer or Solicitation
This press release is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this press release is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in MFIC, AFT, AIF or in any fund or other investment vehicle managed by Apollo or any of its affiliates.
Additional Information and Where to Find It
This press release relates to the proposed Mergers and certain related matters (the “Proposals”). In connection with the Proposals, MFIC, AFT and AIF have filed with the
Participants in the Solicitation
MFIC, its directors, certain of its executive officers and certain employees and officers of MFIC Adviser and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Proposals. Information about the directors and executive officers of MFIC is set forth in its proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the
Contact
Broadridge Financial Solutions
Proxy Solicitor for MFIC, AFT and AIF
1-855-200-8397
Investor Relations Manager
(212) 822-0625
ebesen@apollo.com
___________________________
i “MidCap Financial” refers to
ii The NAVs per share used in determining the Exchange Ratios will include any distributions declared prior to the closing of the applicable Merger and will be determined within 48 hours prior to the closing of the applicable Merger. The NAVs per share for the CEFs used in determining the Exchange Ratios will be adjusted for the CEF Tax Dividends. There can be no assurances with respect to the amount of each CEF Tax Dividend.
iii For illustrative purposes using the NAVs per share as of
iv The specific tax characteristics of the Special CEF Stockholder Cash Payment have not yet been determined. Apollo and its affiliates make no assurances regarding the tax treatment to stockholders of the receipt of the Special CEF Stockholder Cash Payment.
v The NAVs per share for AFT and AIF used to determine the respective Exchange Ratios will be adjusted for the AFT Tax Dividend or the AIF Tax Dividend, respectively. The AFT Tax Dividend and the AIF Tax Divided are intended to maintain each of AFT’s and AIF’s treatment as a RIC during its tax year ending with the date of the applicable Merger and to eliminate any
vi The specific tax characteristics of the MFIC Special Cash Dividend have not yet been determined and will be reported to stockholders on Form 1099 after the end of the calendar year in which it is paid. Apollo and its affiliates make no assurances regarding the tax treatment to stockholders of the receipt of the MFIC Special Cash Dividend.
Source:
2024 GlobeNewswire, Inc., source