MidCap Financial Investment Corporation Announces Stockholder Approval of the Proposal Related to the Proposed Mergers with Apollo Senior Floating Rate Fund Inc. (“AFT”) and Apollo Tactical Income Fund Inc. (“AIF”), and AFT and AIF Announce Adjournment of Special Meetings of Stockholders to Allow for Additional Time for Stockholders to Vote “FOR” the Merger Proposals
MidCap Financial Investment (NASDAQ: MFIC) announced stockholder approval for proposed mergers with Apollo Senior Floating Rate Fund (NYSE: AFT) and Apollo Tactical Income Fund (NYSE: AIF). These mergers were previously announced, and further approval is needed. Both AFT and AIF have adjourned their Special Meetings to June 21, 2024, to allow more time for stockholder voting. Currently, 47.08% of AFT and 46.02% of AIF stockholders have voted in favor. Institutional Shareholder Services (ISS) and Glass Lewis recommend voting 'FOR' the proposals. Broadridge Financial Solutions is assisting in vote solicitation.
- Stockholder approval obtained for MidCap Financial Investment 's proposed mergers with AFT and AIF.
- Institutional Shareholder Services (ISS) and Glass Lewis recommend voting 'FOR' the merger proposals.
- AFT and AIF's Boards of Directors unanimously recommend voting 'FOR' the merger proposals.
- 47.08% of AFT and 46.02% of AIF stockholders have already voted in favor of the proposals.
- AFT and AIF need 50%+ stockholder approval, currently short by 2.92% and 3.98%, respectively.
- Special Meetings adjourned to June 21, 2024, increasing uncertainty and prolonging the final decision.
- Additional solicitation costs incurred due to adjournment.
Insights
The proposed mergers between MidCap Financial Investment Corporation (MFIC) and Apollo Senior Floating Rate Fund Inc. (AFT) and Apollo Tactical Income Fund Inc. (AIF) represent significant strategic moves in the financial sector. Mergers of this magnitude often aim to expand market share, diversify asset portfolios and achieve economies of scale. For investors, the critical point is understanding how these mergers will affect the combined entity's financial health and performance.
The emphasis on gaining additional votes highlights the importance of achieving a majority shareholder approval, underscoring the competitive nature of shareholder sentiment. The financial metrics post-merger, including earnings per share (EPS), debt levels and return on equity (ROE), will be pivotal indicators of success. Investors should consider how MFIC plans to integrate the acquired assets and manage any potential debt load increases. The approval of proxy advisors ISS and Glass Lewis is a positive sign, indicating that respected independent bodies view the merger favorably.
Rating: 1
From a market perspective, the mergers between MFIC, AFT and AIF could potentially reshape the competitive landscape within the financial services industry. By combining resources, these entities aim to enhance their market position and operational efficiencies. For retail investors, it's important to understand how the merger will influence the market dynamics and the competitive advantages that may arise from the consolidation.
One area to watch is the potential for improved cost synergies and enhanced revenue streams due to expanded service offerings and a broader customer base. Additionally, the merger could reduce competition among similar products, which might lead to better pricing power for the combined entity. Monitoring the integration process will be key, as successful execution can lead to significant long-term value creation. Conversely, integration challenges could dampen expected benefits.
Rating: 1
The legal implications of the proposed mergers must not be overlooked. Mergers and acquisitions (M&A) involve complex regulatory and compliance issues and securing approvals from relevant authorities is crucial. The adjournment of the special meetings to allow for additional voting time indicates an adherence to corporate governance standards and shareholder democracy. Stockholders must be adequately informed and their rights preserved throughout the process.
Any potential legal hurdles, such as antitrust concerns or breaches of fiduciary duties, need to be considered. The unanimous recommendations from the boards of AFT and AIF to vote "FOR" the merger proposals suggest strong internal consensus, reducing the likelihood of significant legal challenges. However, investors should remain vigilant regarding any regulatory updates or legal disputes that could arise during the integration phase.
Rating: 1
Stockholders of AFT and AIF Who Have Voted Thus Far Have Strongly Supported the Merger Proposals
Both Leading Independent Proxy Advisors, Institutional Shareholder Services (“ISS”) and Glass Lewis & CO (“Glass Lewis”), Recommend AFT and AIF Stockholders Vote “FOR” the Merger Proposals
NEW YORK, May 28, 2024 (GLOBE NEWSWIRE) -- MidCap Financial Investment Corporation (NASDAQ: MFIC) today announced that it has received stockholder approval of the proposal related to the previously announced proposed mergers with Apollo Senior Floating Rate Fund Inc. (NYSE: AFT) and Apollo Tactical Income Fund Inc. (NYSE: AIF).
AFT announced today the adjournment of its Special Meeting of Stockholders (the “AFT Special Meeting”), convened on May 28, 2024, to provide stockholders with additional time to vote on the proposed merger of AFT with and into MFIC (the “AFT Merger Proposal”). The AFT Special Meeting will be reconvened on June 21, 2024 at 10:30 a.m. Eastern Time and will take place via live audio webcast at www.virtualshareholdermeeting.com/AFT2024SM. At the time the AFT Special Meeting was adjourned, stockholders representing approximately
AIF announced today the adjournment of its Special Meeting of Stockholders (the “AIF Special Meeting”), convened on May 28, 2024, to provide stockholders with additional time to vote on the proposed merger of AIF with and into MFIC (the “AIF Merger Proposal”). The AIF Special Meeting will be reconvened on June 21, 2024 at 11:00 a.m. Eastern Time and will take place via live audio webcast at www.virtualshareholdermeeting.com/AIF2024SM. At the time the AIF Special Meeting was adjourned, stockholders representing approximately
In addition, AFT and AIF are pleased to announce that ISS and Glass Lewis have recommended that stockholders vote “FOR” the AFT Merger Proposal and the AIF Merger Proposal, respectively.
The record date for determining stockholders entitled to vote at the AFT Special Meeting and the AIF Special Meeting will remain the close of business on March 28, 2024. Stockholders as of the record date can vote, even if they have subsequently sold their shares. Stockholders who have already voted do not need to recast their votes. Proxies previously submitted will be voted at the reconvened meetings unless properly revoked.
During the adjournment period, AFT and AIF and their independent proxy solicitor, Broadridge Financial Solutions (“Broadridge”), will continue to solicit votes from stockholders. AFT and AIF encourage any stockholder that has not yet voted to contact their broker, bank or Broadridge at 1-855-200-8397. The Boards of Directors of AFT and AIF respectively request stockholders vote their proxies as soon as possible to ensure that the Special Meetings can occur without further delay. Voting today will help us reduce the risk of an additional meeting adjournment and the incurrence of additional solicitation costs.
About MidCap Financial Investment Corporation
MidCap Financial Investment Corporation (NASDAQ: MFIC) is a closed-end, externally managed, diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). For tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is externally managed by Apollo Investment Management, L.P. (the “MFIC Adviser”), an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (“Apollo”), a high-growth global alternative asset manager. The Company’s investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. The Company primarily invests in directly originated and privately negotiated first lien senior secured loans to privately held U.S. middle-market companies, which the Company generally defines as companies with less than
About Apollo Senior Floating Rate Fund Inc.
Apollo Senior Floating Rate Fund Inc. (NYSE: AFT) is registered under the 1940 Act as a diversified closed-end management investment company. AFT’s investment objective is to seek current income and preservation of capital by investing primarily in senior, secured loans made to companies whose debt is rated below investment grade and investments with similar economic characteristics. Senior loans typically hold a first lien priority and pay floating rates of interest, generally quoted as a spread over a reference floating rate benchmark. Under normal market conditions, AFT invests at least
About Apollo Tactical Income Fund Inc.
Apollo Tactical Income Fund Inc. (NYSE: AIF) is registered under the 1940 Act as a diversified closed-end management investment company. AIF’s primary investment objective is to seek current income with a secondary objective of preservation of capital by investing in a portfolio of senior loans, corporate bonds and other credit instruments of varying maturities. AIF seeks to generate current income and preservation of capital primarily by allocating assets among different types of credit instruments based on absolute and relative value considerations. Under normal market conditions, AIF invests at least
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, AFT and certain other parties thereto and the Agreement and Plan of Merger among MFIC, AIF 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 and 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 and 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 and 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 and 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 and 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 and 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 and 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 that they may make directly to you or through reports that MFIC, AFT, and/or AIF in the future may file with the SEC, including the Joint Proxy Statement and the Registration Statement (in each case, as defined below), annual reports on Form 10-K, annual reports on Form N-CSR, quarterly reports on Form 10-Q, semi-annual reports on Form N-CSRS and current reports on Form 8-K.
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 and 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 filed with the SEC and mailed to their respective stockholders a joint proxy statement on Schedule 14A (the “Joint Proxy Statement”), and MFIC filed with the SEC a registration statement that includes the Joint Proxy Statement and a prospectus of MFIC (the “Registration Statement”). The Joint Proxy Statement and the Registration Statement each contains important information about MFIC, AFT and AIF and the Proposals. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. STOCKHOLDERS OF MFIC, AFT, AND AIF ARE URGED TO READ THE JOINT PROXY STATEMENT AND REGISTRATION STATEMENT, AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MFIC, AFT, AND AIF AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s website, http://www.sec.gov or, for documents filed by MFIC, from MFIC’s website at https://www.midcapfinancialic.com, and, for documents filed by AFT, from AFT’s website at https://www.apollofunds.com/apollo-senior-floating-rate-fund, and, for documents filed by AIF, from AIF’s website at https://www.apollofunds.com/apollo-tactical-income-fund.
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 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2024. AFT, AIF, their directors, certain of their executive officers and certain employees and officers of Apollo Credit Management, LLC 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 AFT and AIF is set forth in the proxy statement for their 2024 Annual Meeting of Stockholders, which was filed with the SEC on May 8, 2024. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the MFIC, AFT, and AIF stockholders in connection with the Proposals is contained in the Joint Proxy Statement. These documents may be obtained free of charge from the sources indicated above.
Contact
Broadridge Financial Solutions
Proxy Solicitor for MFIC, AFT and AIF
1-855-200-8397
Elizabeth Besen
Investor Relations Manager for MFIC, AFT and AIF
212.822.0625
ebesen@apollo.com
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