MidCap Financial Investment Corporation

Good morning and welcome to the MidCap Financial Investment Corporation conference call to discuss the announcement of the mergers as well as results for the period ended September 30, 2023. At this time, all participants have been placed in listen-only mode. The call will be open for a question-and-answer period following the speaker's prepared remarks. If you would like to ask a question at that time, simply press star 1 on your telephone keypad. If you would like to withdraw your question, press star 2. I will now turn the call over to Elizabeth Besson, Investor Relations Manager for MidCap Financial Investment Corporation.

Thank you, Operator, and thank you, everyone, for joining us today. I'd like to advise everyone that today's call and webcast are being recorded. Please note that they are the property of a mid-cap financial investment corporation and that any unauthorized broadcast in any form is strictly prohibited. Information about the audio replay of this call is available in our press releases. I'd also like to call your attention to the customary safe harbor disclosure in our press releases regarding forward-looking information. Today's conference call and webcast may include forward-looking statements reflecting our views with respect to, among other things, the timing or likelihood of the closing of the mergers, the expected synergies associated with the mergers, the ability to realize the anticipated benefits of the mergers, and our future operating results and financial performance. Our actual results could differ materially from those implied or expressed in the forward-looking statements. You should refer to our most recent filings with the SEC for risks that apply to our business and then may adversely affect any forward-looking statements we make. We do not undertake to update our forward-looking statements or projections unless required by law. To obtain copies of our SEC filings, please visit either the SEC's website at www.sec.gov or our website at www.midcapfinancialic.com. Yesterday, after market closed, in addition to our quarterly earnings press release, we issued a joint press release announcing that MidCap Financial Investment Corporation has entered into merger agreements with Apollo Senior Floating Rate Fund, Inc. and Apollo Tactical Income Fund, Inc. Throughout today's call, MidCap Financial Investment Corporation will be referred to as MFIC. Apollo Senior Floating Rate Fund, Inc. will be referred to as AFT. And Apollo Tactical Income Fund, Inc. will be referred to as AIF. AFT and AIF may collectively be referred to as the closed-end fund. MFIC, AFT, and AIF have posted a joint presentation outlining these transactions on their respective websites. which has also been filed with the SEC and which we will be referring to on today's call. Please note that any additional information regarding the proposed mergers and the participants in the solicitation of proxies in connection with matters requiring shareholder approval will be available in the joint proxy statement that MSIC, AFT, and AIF intend to file with the SEC in the coming weeks alongside the prospectus of MSIC. Stockholders are urged to read the joint proxy statement slash prospectus when available as well as other documents filed with the SEC. We have also posted a separate supplemental financial information package on our website related to MFIC's results for the quarter. Speaking on today's call are Howard Widra, Executive Chairman, Tanner Powell, Chief Executive Officer, Ted McNulty, President, and Greg Hunt, Chief Financial Officer. Additional members of the MFIC management team are on the call and available for the Q&A portion. At this time, I'd like to turn the call over to MFIC's Executive Chairman, Howard Widra.

thanks elizabeth and thank you everyone for joining today's call i'll begin with an overview of the mergers including the strategic rationale we then shift to a review of the results for the quarter before opening the call to questions throughout my comments i'm going to refer to the merger presentation which is posted on our website we're excited to announce the mergers of three public vehicles managed by affiliates of apollo mid cap financial investment corp or mfic has entered into merger agreements with apollo senior Floating Rate Fund, or AFT, and Apollo Tactical Income Fund, or AIF, pursuant to which AFT and AIF will merge into MFIC, subject to shareholder approval and other customary closing conditions. We believe that these transactions mark an important next step in MFIC's evolution to becoming a leading pure play middle market BDC. The mergers will create a larger BDC with approximately $3.4 billion of total investments in approximately 215 portfolio companies, and over $1.4 billion of net assets. To be clear, MSIC's investment strategy will not change as a result of the mergers. The combined company will focus on first-ling floating rate loans to middle market companies, primarily sourced by MidCap Financial, a leading middle market lender managed by an affiliate of Apollo. We believe the combined company will create significant value for all shareholders, which we have outlined on slide four in the presentation. I'll touch on each of these points throughout my remarks. First, we expect these transactions will be both ROE and NII per share accreted to all shareholders as we rotate the closed-end funds lower-yielding investment in the ordinary course into higher-yielding directly originated loans that align with MFIC's investment strategy. Moving to slide five, there are significant financial benefits to shareholders related to the transaction. In consideration of the closing of each transaction, an affiliate of Apollo will make a special cash payment of $0.25 per share to each AFT or AIS shareholder of record as of the closing date of the applicable transaction. The $0.25 per share is approximately equal to 15.4% and 16.7% of the AFT's and AIS respective annualized dividend, or 1.7% of both of their respective NAS per share. Following the closing of the mergers, MFIC will pay a cash dividend of 20 cents per share. The exact record date for the special dividend will be determined by the MFIC Board of Directors based upon the timing of the closings of the mergers. The specific tax characteristics of both the 25-cent cash payment from an affiliate of Apollo and the 20-cent dividend from MFIC have not yet been determined. Apollo is providing additional support by reimbursing transaction expenses. All merger-related expenses will be reimbursed by an affiliate of Apollo for each successful transaction. Before I discuss the merger in greater detail, I would like to provide some background information on AFT and AIF for those of you who may not be familiar with these funds. Please turn to slide six of the presentation. AFT and AIF are both listed closed-end funds registered under the Investment Company Act of 1940 and managed by an affiliate of Apollo. AFT and AIF commenced operations on February 23, 2011, and February 25, 2013, respectively. The closing terms are subject to a 300% minimum asset coverage requirement on debt. As of September 30, 2023, AFT and AIF had net assets of approximately $234 million and $212 million, respectively, or $446 million on a combined basis. The fair value of AFT and AIS portfolios were $346 million and $311 million, respectively, or $656 million on a combined basis. Directly originated loans make up about 23% and 33% of AFT and AIS portfolios, respectively, or 28% on a combined basis. The balance of the portfolio is primarily comprised of liquid assets, including broadly syndicated loans, high-yield bonds, and structured products in the case of AIF. Slides 33 and 34 in the presentation have additional information on the closed-end funds. For those of you on the call who may be new to MFIC, MFIC is a listed BDC focused on investing in first lien, top-of-the-capital structure loans to middle market companies sourced by MidCap Financial. Let me briefly describe some of the key terms of the transactions. If you're following along, please refer to slide seven in the presentation. AFT and AIF will merge with and into MFIC in two stock-for-stock transactions with shares to be exchanged on a NAV-for-NAV basis. The mergers will result in an ownership split of the combined company proportional to each of MFIC's, AFT's, and AIF's respective NFFs. AFT and AIF shareholders will receive newly issued shares of common stock of MFIC based on the ratios of their respective net asset values per share divided by MFIC's net asset value per share determined shortly before the closing of each merger. As I mentioned, in consideration of the closing of each transaction, an affiliate of Apollo will make a special cash payment of $0.25 per share to each AFP or AIF shareholder of record as of the closing of each transaction. And following the closing of the mergers, the combined company will pay a special cash dividend of $0.20 per share. MFIC will be the surviving entity and will continue to trade under the ticker symbol MFIC on the NASDAQ Global Select Exchange. All current MFIC officers and directors will remain in their current positions. The transactions are intended to be treated as a tax-free reorganization. Prior to the merger dates, MFIC, AFT, and AIS intend to operate in the normal course, including declaring regular distributions. Moving to slide 8, for illustrative purposes, based on net asset values for MFIC, AFT, and AIF, as of September 30, 2023, MFIC would issue approximately 0.9849 shares of its common stock for each AFT share and 0.9577 shares of its common stock for each AIF share. Assuming both transactions close, this would result in a pro forma ownership split of the combined company of 69% for current MFIC shareholders at 16% for current AFT shareholders and 15% for current AIF shareholders. Slide 9 of the presentation shows the total consideration to be paid to AFT and AIF shareholders in respect to their AFT and AIF shares in connection with the closing of the applicable transaction, which includes shares of common stock of MFIC and the special tax payment from the affiliate of Apollo. Moving to slide 10, after both transactions close, MFIC will have greater scale and more Net assets will increase by approximately 43% and the investment portfolio will increase by a similar percentage. We expect MFIC's ROE will increase given the increase in the portfolio yield and cost synergies among other drivers. Moving to slide 11, we expect the combined company to realize operational synergies by the elimination of certain duplicative expenses. We've estimated an annual savings of approximately $3.1 million per year, which is a decrease of approximately 16% from the combined company's current G&A, or approximately $0.03 per share annually based on the conformant number of shares. Additionally, we believe that our larger scale may enhance our access to capital on more favorable terms and pricing. Moving to slide 12, the anticipated larger market capitalization to the combined company may broaden the universe of potential investors, increase stock liquidity, and create the potential for additional equity research analyst coverage. Moving to slide 13, these transactions are mergers of three funds managed by affiliates of Apollo, which mitigates the diligence concerns typically associated with mergers of unaffiliated entities. As you can see, the closed-end portfolios are primarily comprised of broadly syndicated loans and high-yield bonds. These assets are owned through the Apollo platform, which will help facilitate a seamless rotation in the ordinary course into directly originated assets that align with MFIC's investment strategy. Moving to slide 14, on a combined basis, the closed-end funds have approximately $656 million of assets, of which $183 million are in directly originated assets. that the combined company intends to hold until maturity or repayment. We intend to rotate the remaining $474 million of liquid assets into higher yielding directly originated loans in the ordinary course. In addition, the mergers unlock approximately $330 million of incremental asset capacity due to MFIC's lower minimum asset coverage requirement, which we intend to deploy into directly originated loans. Pro forma, we expect MFIC's portfolio will total approximately $3.4 billion, an increase of approximately $1 billion, with over 94% investment in direct origination and MERCs decreasing to less than 6% of the total portfolio. Moving to slide 15, as you can see, we have sufficient debt financing in place to execute these transactions. We estimate that the transactions will require approximately $600 million of debt based on the expected increase in net assets, and our revolving credit facility has sufficient capacity. Before Chairman needs to call over to Tanner, I would like to discuss the expected timeline for the transactions. In order to consummate each merger, shareholders of each closed-end fund will need to approve the mergers, and shareholders of MFIC will need to approve the issuance of MFIC common stock in connection with the mergers. Note, the mergers of AFP with MFIC and AIF with MFIC will not be contingent on each other. In other words, if MFIC shareholders approve the issuance of new shares in connection with both transactions, but shareholder approval from only one of the closed-end funds is a pain. MSIC will only merge with that closed-end fund, but not the other. We expect the mergers to close in the first half of 2024, subject to shareholder approval and satisfaction of other customary closing conditions, as outlined in the merger agreement. In conclusion, we believe the proposed mergers are compelling opportunities for shareholders of all three funds, and we believe now is the opportune time to merge these three companies. I will now turn the call over to Tanner to review MFIC's results for the third quarter.

Thank you, Howard, and good morning, everyone. First, let me echo Howard's comments. We are excited about the future of the combined company, and we look forward to completing these mergers in a timely manner. After our review of the results for the quarter, Ted will cover our investment activity and portfolio, and we'll also provide an update on credit quality. Greg will then review our financial results in detail before we open the call to questions. Yesterday, after market closed, we reported strong results for the quarter ended September 30th, 2023, which we believe demonstrate the value of MFIC's investment strategy and best-in-class fee structure among listed VCs. We believe it is clear from these results that we are reaping the rewards of our multi-year focus on investing in true first-lane middle market loans sourced by MidCap Financial, a leading middle market lender managed by Apollos. In 2016, we began to reposition the portfolio into loans sourced by MidCap Financial. Our thesis was simple. A well-diversified portfolio of true first lien, top of the capital structure loans to middle market companies would produce stable returns for our shareholders, even in challenging operating environments. As Ted will discuss later, we continue to see our corporate lending portfolio companies demonstrate an ability to grow both revenue and earnings despite the more challenging operating environment, which we believe reflects MidCap Financial's position as a leading middle market lender. Results for the quarter ended September 30th reflect strong net investment income, an increase in net asset value, and stable credit quality. The net investment income per share for the quarter ended September 30th, 2023, was 43 cents. well above the current $0.38 dividend as we continue to see the benefit of higher base rates on our floating rate assets. We are particularly pleased with these results when considering the modest amount of fee and prepayment income. We had a modest net gain on the portfolio of approximately $0.03 per share, reflecting the stable credit quality of our portfolio. We also want to highlight what we believe is an important and less examined point of differentiation among MFIC's PIC income as a percentage of total investment income remains extremely low and well below that of most other BDCs. For the quarter ended September 30th, PIC income represented less than 1% of total investment income. We believe cash revenue is an important data point for evaluating a BDC's quality of revenue and true dividend coverage. As of September 30th, 2023, MFIC's NAV per share was 1528, an increase of 8 cents from June 30th. 2023, which reflects operating earnings above the dividend and a modest net gain on the portfolio. We are pleased to report that we continue to observe relatively stable credit quality in our portfolio. Overall, we feel good about the health and quality of our corporate lending portfolio as our underlying borrowers have largely been able to handle higher interest costs. As a reminder, our corporate lending and other portfolio, which makes up 92% of our total portfolio, primarily consists A first lien, top of the capital structure loans, is well diversified by borrower and industry, is largely sponsor-backed, and has what we consider to be lender-friendly documentation and financial covenants. As of September 30, 2023, 96% of our corporate lending debt portfolio on a cost basis had one or more financial covenants. We also continue to focus on improving the right side of our balance sheet. Post-quarter end, we closed on MFIC's first CLO transaction to enhance our capital structure, which Greg will discuss in greater detail. Turning now to the market environment, new issue leveraged loans continue to rebound, driven by refinancings and repricings, despite ongoing concerns about inflation, higher interest rates, and fears about recession. General risk sentiment improved as evidenced by a sustained secondary market rally and higher investor demand. We still see sponsors, particularly those focused on the middle market, seeking financing solutions in the private credit market. We continue to observe more lender-friendly pricing and terms on new commitments compared to prior vintages, although we are seeing the pace of price increases moderate. We anticipate deal activity will pick up as markets begin to recover. Moving to the dividend, our approach to dividends seeks to provide shareholders with an attractive current yield while also retaining some earnings for NAV stability and growth. Accordingly, our Board of Directors declared a dividend of 38 cents per share to shareholders of record as of December 12th, 2023, payable on December 28th, 2023. A 38-cent dividend represents an annualized dividend yield of approximately 10% on MFIC's NAV per share as of September 30th. At current base rates, we are well-positioned to generate net investment income in excess of this dividend. MFIC's Board and management team will continue to evaluate potential dividend increases versus retaining earnings. With that, I will turn the call over to Ted.

Thank you, Tanner, and good morning, everyone. Beginning with investment activity, as a reminder, MFIC is focused on investing in loans sourced by MidCap Financial, an affiliate of Apollo Global, which provides MFIC with a large pipeline of investment opportunities. MidCap Financial is a leading middle market lender with one of the largest direct lending teams in the U.S. with close to 200 investment professionals. MidCap Financial was active during the quarter ended September 30th, 2023, closing approximately $3.1 billion in new commitments. During the quarter, NFIC deployed capital into what we believe is an attractive vintage as broader market activity picked up while remaining focused on operating near the low end of our target leverage range. New investment commitments during the quarter totaled $19.8 million, all first lien, across nine different borrowers for an average new commitment of $2.2 million as we continue to focus on diversification by borrower. 63% of new commitments were made to existing portfolio companies. We continue to observe favorable pricing at lower leverage levels for newly originated loans. The weighted average spread on new commitments was 672 basis points, with an average OID of approximately 218 basis points. This translates into a very attractive weighted average yield of approximately 12.5%, assuming a 5% base rate. The weighted average net leverage of new commitments was 2.7 times. We have a strong pipeline of investment opportunities. In the month of October, we closed approximately 38 million of new commitments. In terms of funded investment activity and gross fundings, including revolvers, for the corporate lending portfolio totaled $16 million. Repayments totaled $58 million. Net revolver activity was de minimis. In aggregate, net repayments for the quarter totaled $43 million. Turning to our investment portfolio, at the end of September, our portfolio had a fair value of $2.37 billion and was invested in 149 companies across 25 industries. Corporate lending and other represented approximately 92% of the total portfolio, and Merck's accounted for 8% of the total portfolio on a fair value basis. 95% of our corporate lending portfolio was first lien. The weighted average yield at cost of our corporate lending portfolio was 12% on average for the quarter ended September 30th, 2023, up from 11.7% last quarter, driven by an increase in base rates and a slight increase in the average spread. The weighted average spread on the corporate lending portfolio was 621 basis points, up seven basis points compared to the quarter ended June 30th, 2023. We continue to have conservative weighted average net leverage and attachment points on our corporate loans of 5.44 times and 0.1 times respectively. As of September 30th, 2023, the average funded corporate lending position was 15.2 million or approximately 0.7% of the total corporate and other lending portfolio. MFIC is focused on lending to the core middle market, where mid-cap financial has strong, long-standing relationships with sponsors and borrowers and a proven track record across cycles. As of September 30, 2023, the median EBITDA of MFIC's corporate lending portfolio companies was approximately $54 million. We believe the core middle market offers attractive investment opportunities across cycles and does not compete directly with either the broadly syndicated loan market or the high-yield market. As discussed previously, we are focused on reducing our investment in Merck's. While we don't expect paydowns to occur evenly, we believe aircraft sales and servicing income should allow for the paydown of third-party debt and MFIC's investment in Merck's over time. As of September 30, 2023, our investment in Merck's totaled $195 million, representing approximately 8% of the total portfolio at fair value. As a reminder, Merck started the year with 57 planes, and as of the end of September, Merck's owned 39 aircraft, which reflects three aircraft that were sold during the quarter. Three planes were sold for approximately our June 30th value, and the cash proceeds were used to pay down debt, thus providing additional de-risking to the remainder of our Merck's investment. Turning to credit quality, our portfolio companies continue to have solid fundamental performance with positive revenue and EBITDA growth. We are not seeing any signs of overall credit weakness, although we continue to observe a deceleration in top-line growth, while EBITDA margins have begun to improve as companies are seeing the benefits of their cost-cutting efforts. We have not seen a meaningful increase in covenant breaches or a pickup in amendment activity. We believe our credit quality has benefited from MidCap Financial's strong sourcing and underwriting capabilities. Based on data since 2016, which is the approximate date upon which we began utilizing our co-investment order, MFIC's net realized and unrealized loss rate on loans sourced by MidCap Financial is extremely low at approximately two basis points on an annualized basis. Moving to interest coverage, the weighted average interest coverage ratio was 1.9 times down from 2.1 last quarter with four companies below one. If rates continue to increase or there is a material slowdown in economic activity, more companies could fall into this category. We're closely monitoring these situations and believe they are manageable, as these companies either have strong current liquidity, good underlying business performance, or have strong financial sponsor support. We want to underscore that we have not increased PIC income to create interest coverage. As Tanner discussed, we continue to believe that our focus on cash pay is a key competitive advantage. Importantly, MFIC benefits from MidCap Financial's large dedicated portfolio management team of nearly 60 investment professionals, which helps identify and address issues early. It is also important to note that MidCap Financial leads and serves as administrative agent on the vast majority of our deals, which provides meaningful downside protection. As agent, we are in active dialogue with the borrower and have enhanced information flow, which has allowed us to be proactive in resolving problem credits. Our non-accrual rate remains low, although one investment was placed on non-accrual status during the quarter. As of September 30th, investments on non-accrual status totaled $11.6 million or 0.5% of the total portfolio at fair value. Looking ahead, we remain confident in the credit quality of our portfolio. With that, I will now turn the call over to Greg to discuss our financial results in detail.

Thank you, Ted, and good morning, everyone. Beginning with our financial results, net investment income per share for the quarter ended September 30th, 2023, was 43 cents. Fee and prepayment income were down compared to the prior quarter, given the muted prepayment activity. As Tanner and Ted mentioned, PIC income remains very low, representing approximately less than 1% of total investment income for the quarter, which is among the lowest amongst the BDCs. Gap net income per share for the quarter was 46 cents, which reflects a modest gain on our investment portfolio. Results for the quarter ended September 30th, 2023 correspond to an annual return on equity based on net investment income of 11.3% and annualized ROE based on net income of 12.2%. MFIC's NAV per share was $15.28, an increase of $0.08 or 0.5% from the June quarter. The $0.08 increase reflects net investment income of $0.43, which is $0.05 above the $0.38 distribution and a $0.03 per share net gain on the portfolio. Additional details on the net gain are shown on slide 16 in the earnings supplement deck. Total expenses for the quarter were $40.3 million, up slightly compared to last quarter due to higher interest expense in G&A. Management fees totaled $4.4 million, essentially flat compared to the prior quarter. As a reminder, MFIC's base management fee was reduced to 1.75% on equity beginning January 1, 2023. Among listed BDCs, MFIC's management fee is the only listed BDC to charge management fees on equity, which we believe provides a better alignment and focus on net asset value. Gross incentive fees totaled $5.9 million for the quarter ended September 30th, 2023. As a reminder, our incentive fee is 17.5% on NII and includes a total return on a total return hurdle return with a 12 quarter look back. From the balance sheet perspective, our net leverage ratio stood at 1.4 times as of September 30th, 2023, compared to 1.4 times as of June 30th, 2023, reflecting the $43 million of net repayments during the quarter and the increase in net assets from retained earnings and a modest gain in the portfolio. As you may have seen in the 8-K filed on November 3rd, IC closed its first CLO transaction in early November, enhancing our liquidity position, long-term financing, and diversifying our sources of funding at an attractive cost. We priced a 12-year, $402 million CLO called MFIC Bethesda 1 CLO and sold the Class A 1 notes, which represent 58% of the total capital structure, raising $238 million at a cost of SOFR plus $240 basis points. MFIC retained the remaining notes. For avoidance of doubt, the CLO will be consolidated on MFIC's balance sheet. The CLO has a reinvestment period of four years. The net proceeds from the CLO transaction were used to prepay borrowings under our revolving credit facility. MFIC benefited from mid-cap financial and a positive experience and expertise in CLO management and structuring this transaction. The CLO market may continue to be an attractive source of future financing for MFIC. As Howard mentioned, we have sufficient capacity under our existing credit facility to execute the mergers. This concludes our prepared remarks, and please open up to call the questions.

Thank you. At this time, if you would like to ask a question, please press the star and one keys on your telephone keypad. You may remove yourself from the queue at any time by pressing star two. Once again, that is star one to ask a question. And our first question will come from Maxwell Fritzer with Truist Securities.

Good morning. I'm calling in for more cues today. One of your competitors mentioned a compression in spreads in the quarter, and this coupled with rates kind of staying where they are, might point to a peak in yield for the cycle. Is this something you're seeing? I know you mentioned a widening in 3Q for you, but can you expand upon that thought?

Yeah, sure. Thanks, Max. We would echo and or, you know, we're seeing something similar. If you look at the spread at which we've been able to deploy over the last couple quarters, it's been high sixes. which was likely not sustainable and has, in the current market environment and what we are screening deals at right now, has come in a bit from that, depending on, obviously, situation specific. But notwithstanding, we would observe that the market still remains broadly lender-friendly while having compressed slightly from that higher sixes. and documentation still remains lender-friendly, and so still an attractive environment for deployment.

Got it. Thanks. And in regards to credit quality, you mentioned cost-cutting, but are you seeing any portfolio companies forego a CapEx activity in order to keep a cushion there?

I think that it's hard to say specifically with respect to every company, but if you just do simply the math and the level at which base rates have increased, it's quite obvious that the amount of excess cash flow above interest expense is less. I think it's just math that there's less capital. to be redeployed. Notwithstanding, you know, with our covenant packages and our ability to, you know, negotiate, we still see, you know, credit quality as remaining, you know, broadly stable and the companies, notwithstanding, having less cash to invest in their businesses, still at a level that supports, you know, our debt quantums across our portfolio.

You know, just to add to that, that With the higher base rates, as Tanner mentioned, companies and their sponsors are having to make capital allocation decisions. And so one of the benefits of having a largely sponsor-backed portfolio is if the underlying businesses are tight on cash and there are attractive investment opportunities, the sponsors have equity capital to support those types of investments.

That makes sense. Thank you all.

Thank you. Our next question will come from Kenneth Lee with RBC Capital Markets. Kenneth Lee, RBC Capital Markets. Kenneth Lee, RBC Capital Markets.

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Kenneth Lee, RBC Capital Markets. Kenneth Lee, RBC Capital Markets. Kenneth Lee, RBC Capital Markets. Kenneth Lee Once we've done sort of the full rotation and sort of like the expected yield over a cycle, you know, the ROE is about, I mean, like sort of like 7 to 10 cents a share accretive, I think, over, you know, annualized. You know, again, the reason why I'm sort of hesitating a little bit is because they timing and obviously sort of time of deployment as well but uh you know the uh the you know the just on sort of like apples to apples basis you know uh uh from a from a you know based on on just deploying this capital at at you know the same yields with um you know the expected sort of cost savings it's a it's about 10 cents agreed gotcha gotcha very helpful there very helpful there

And then in terms of the potential portfolio rotation out of the broadly syndicated loans, what sort of timeframes are you thinking about in terms of rotating? And it sounds like it's being rotated during the normal course of business, but just want to see what kind of timeframes you're talking about and whether there's any potential factors that could either accelerate or impact the time there. Thanks.

Yeah, I mean, we have sort of, again, like sort of our base case is, you know, three to five quarters will be rotated out, and we would expect to, you know, rotate out of those names. Obviously, when they refi, they'll be redeployed, you know, and then separately, as we said, this transaction creates investment capacity, you know, just from the different levels. and sort of, if you will, rotating. And then we will sort of, you know, sell probably syndicated loans depending on sort of obviously the market and also our need for capital as we redeploy. But if you took sort of the redeployment of the non-directly, direct originated loans in the closed-end funds combined with the excess capacity, that's about $700 or $800 million. And so a couple hundred million dollars a quarter of which the BSL would then be redeployed. redeployed, you know, in that, you know, three to five month timeframe. And then, you know, it's all, you know, it's all subject to sort of the tax free nature of the transaction, which sort of drives some of the, you know, drives some of the timing. Yeah. And I think that we would also expect that between now and the closing of the merger, that given the AFT and AIF portfolio management strategy, that there will be more direct origination assets on their books at close, which will make the timeframe of the rotation, you know, slightly accelerated into 24 and 25. Yeah, just to be clear, like that's how they were operating, so we would expect them to continue operating that way in that fashion.

Very helpful there. Thanks again.

Thank you. Our next question comes from Kyle Joseph with Jefferies.

Hey, good morning, guys. Thanks for taking my questions. And apologies if any of this was covered. Sorry. Joe's done a bunch of earnings. But, yeah, on the mergers, just obviously not that familiar with the other two vehicles. But I guess why now? And then why both? Is it just one of those things where if you're remodeling your house, it makes sense to do both the top and bottom floor at the same time rather than two separate projects? And then post-merger, any comments on what pro forma leverage is going to look like? Apologies, I didn't see that. And then any change to kind of your longer-term targets on leverage once you guys are a combined entity?

Well, I would say, you know, the reason why it's both is because, like, the industrial logic for one fits the industrial logic for the other, you know. So they're similarly situated and sort of the opportunity is the same. You know, why now sort of broadly versus, you know, previously is that, you know, as I think, you know, those of you who have sort of covered us for a while, you know, the stability and the profile of MSIC has improved, you know, quarter over quarter steadily, and we're further along in our, you know, in our process. So the, you know, the value, if you will, of that franchise has, you know, reached mathematical appeal for all shareholders and so it you know that that's why sort of the timing was right and so and you see that in sort of the relative you know stock prices where they you know where they've been sort of in the most you know recent time periods So that's why. But like we said, one is not contingent on the other, because the industrial logic for each makes sense. But as we've stated for years now, our investment opportunities well exceed you know, the capital available to us. So our ability to deploy it into the strategy is robust. And if we had said there were four of them, we would have done four of them. You know, so that answers that part. In terms of sort of leverage, I mean, we don't think there's a meaningful change to our strategy. Obviously, you know, more liquidity, we think, enhances sort of the – and more scale. you know, enhances sort of the overall value of the business. And that, you know, could change sort of how rating agencies see us and debt providers see us, et cetera. And so we're always sort of aware of how we drive our strategy that way. Yeah, and Kyle, initially out of the box, you know, we'll have a lower leverage and then build back up to, you know, our target that we've given everyone.

Yeah, got it. That all makes sense. And then probably a question for Tanner. You know, I think some in the industry were getting optimistic for kind of a post-Labor Day pickup in deal activity. Obviously, macro didn't necessarily cooperate, but just give us your expectations for, you know, the remainder of the year and kind of your sense for deal flow into 24, recognizing there's a lot of moving pieces with the economy right now.

Absolutely. Thanks, Kyle. I think that we did see an increase in activity kind of post-Labor Day. As you know, there's a gestation period for the loans that we're making, and so ultimate executing on those transactions can be delayed. And certainly in the upper part of the middle market, it's also influenced by what you see in the syndicated markets. So notwithstanding, I think overall, you know, the reasons for relatively muted deal activity are still there as sponsors are grappling with, you know, different interest coverage ratios and how they lever business and what they're doing with those portfolio companies that have been sitting on their balance sheets for or sitting within their portfolio. for a longer period of time. But we do believe that the back half of the year will reflect an increase relative to what we saw earlier in the year, but still at a relatively muted. I think when you get more conviction around the volatility, so higher interest rates are definitively and objectively more difficult. But I think when sponsors and other owners are making those capital allocation decisions, volatility it also is it is just as painful and so even if we do sort of get more conviction that we're at these higher rates i think that's going to be the type of thing that could catalyze more activity and then the final point i'd make there as you know we have and our peers have stated is one of the tremendous benefits that we have what that we believe over the next several years is there's still a tremendous amount of private equity dry powder, in some estimates as much as $2 trillion. And so even if you see kind of muted activity continuing through the rest of this year, we do see a lot of opportunity as that capital will get utilized in the remainder of its investment period.

Very helpful. Thanks for answering my question.

Thank you. Our next question comes from Aaron Saganovich with Citi.

Thanks. I was just wondering if you could talk a little bit about the closed-end funds management and the assets, how familiar you are with them. Was your team responsible for managing those assets, or is it a different subset of folks at Apollo? uh it's a different subset of folks but let me sort of like break that break that down like the the broadly syndicated sort of you know qsip strategy is run by the performing credit team you know uh which you know everybody you know sits it used to i could have said before it's coded sets together now they sit together virtually but you know, that's run by the performing credit team. You know, their directly originated loans is part, there's no overlap with our loans because that's part of, you know, what we call the large market direct lending strategy. But, you know, the origination of those loans or our go-to-market strategy is consolidated, meaning we call in sponsors across the board and then we originate them. So it's sort of like the, if you will, like the sort of the template of the type of transactions we like to do. They're governed some by sort of market forces for, you know, much larger companies versus middle market companies, but the approach to the market is very similar. And so, you know, the strategy with regard to those loans, I would say, is very similar. Again, it's different people, but same process. Do you work on the same investment committee, or do you have separate investment committees? There are separate investment committees for the approval for one or the other. But again, remember, when we fund these loans, these loans are spread amongst, you know, a lot of vehicles. In every case, large market and the mid-cap middle market loans. And so there are often multiple investment committees for the same loan across Apollo anyway, right? So when mid-cap does a deal, for example, like that's approved at mid-cap, it's separately approved at MFIC, and then it's often separately approved in other places at Apollo, including some, you know, you know, individually managed accounts that have their own approval process outside of Apollo. And so there's overlap amongst people, amongst many of those funds and many of these deals. In other words, they're sort of seen everywhere, but they are approved differently. Okay. And then from the rotation perspective, the broadly syndicated funds, market tends to be, or at least valuations tend to be a lot more volatile on a quarter-to-quarter basis. If you get into a period of volatility, what would the strategy be from that perspective? Would you just hold them until that volatility subsides? I don't know necessarily if you'd want to sell them at losses to the extent that you were in that situation. Right. Well, so two things. I always say volatility means they go down. But if there's volatility up, that's different. Volatility down, yeah, so obviously, you know, the NAV will be struck, you know, in a couple days before closing. So obviously, the day it closes, they will be valued where the market is at that day, and it can either move up or down. And our intent is that we follow these names using sort of the royal wing. Apollo follows these names and will continue to own and follow these names broadly across the platform. So we will have a view on the underlying credit. And I think the thought process would be consistent with how Apollo would do it, is that if the underlying credit is strong and there's volatility because of market changes, we would not expect in the normal course to want to sell things for under the value we perceive if the market's pricing them differently. So the basic answer is if there's volatility, we won't have a need for liquidity. We can choose our deployment. We would not expect to sell for less than value because of, you know, trading vagaries, you know, for, you know, in almost all cases. Okay. Got it. Well, congrats on the transactions.

Thank you. Our next question will come from Robert Dodd with Raymond James.

Hi, and thanks for taking the questions. First of all, on the asset side, so of the 183 on slide 14 of the merger presentation, the 183 that's the directly originated stuff, That's not originated by MFIC. Would we expect that to also be rotated out over, again, normal course of business as well? I mean, it's not just the BSLs, right? You know, if it was originated in the large market groups rather than in the mid-cap groups, is that also going to be part of the cycle?

No, those will be part of sort of the core portfolio and, again, because they're directly originated as part of sort of the broad Apollo strategy and direct origination. And obviously they're private credit, so they're not liquid anyway, but we would not expect those to be, you know.

Are they going to be monitored by the MidCap team even though MidCap didn't originate them? Is that right? still monitored by the large market group?

Yeah, monitored by the large market group. But just to be clear so you get a sense of how it works, MidCap manages, you know, the assets that are jointly held by both the MidCap, the private company, and MFIC. But there is oversight from MFIC for all of those assets. There's separate work being done and certainly much more involvement when credits have sort of some changes, either upsizes or credit issues, watch lists, et cetera. you know, led by Tanner and Ted's team, that will be the same on these credits, except instead of MidCap doing, you know, the initial monitoring, Apollo will do the initial monitoring, and then we'll flow through to our team. But we have the advantage, obviously, of, you know, knowing all the people and working next to all those people and having all the history with those loans.

Got it. Thank you. On the liability side of it, I'd like to, I think Kyle asked the question about target leverage. If I look on slides 14 and 15, and 15 it tends to imply target leverage about one one four um that i think mentioned you know that's the that's the low end of the target range in the past you've said target range of one four and one six but you prefer right now to our operator at the low end is that the explicit target range going to change um on you know if if both the mergers you know occur or is the target range going to remain that one four to one six with a preference of where you operate depending on where the market cycle is.

Yeah, I think we're going to keep the leverage targets the same.

Thank you.

Thank you. As a reminder, that is star one to ask a question. And our next question comes from Ryan Lynch with KBW.

Hey, good morning. I think we touched a lot on the asset side this morning. My question revolves around the liability side. I see there are a couple of credit facilities in both of the closed-end funds. I'm just wondering, and they're pretty low cost, like 90 basis points plus silver. Will those credit facilities be brought over as part of the merger? And how do you expect the liability structure to kind of look post-merger? Because If it's all kind of brought on via the shares issued and the drawing down of the credit facility, as you kind of mentioned in your slide back, it reduces your unsecured debt to around 23%. Is that a level you guys are comfortable with longer term, or will there also be something you think changes to the unsecured debt portion of your liability structure kind of at some point post-merger?

Yeah, I think as of the merger, we will be repaying those credit facilities of AIF and AFT. I think if you look at those facilities today, they primarily support the prior strategy of the funds for BSL financings. And as the fund has gone into more direct origination, that cost of financing probably wasn't sustainable. I think as you look at the combined entities, we do have plenty of capacity given the recent CLO issuance. And we'll continue to evaluate, you know, where markets, you know, as interest rates, you know, change over the next 12 to 18 months. We'll look at the unsecured market. I think, you know, we're very familiar with it given, you know, our non-traded BDC, which we put a number of unsecured financings on, and we'll watch that market. But we want to efficiently look at the CLO market, which we think is very attractive for this asset class. And so I think we'll just continue to diversify our financing as we rotate the portfolio.

Is there a minimum level of, like, as a percentage of your liability structure where you guys want to have unsecured liabilities at, or is that not a consideration?

No, I think from our point of view, we look at it as part of it, but I think we're looking at ROE and return to shareholders. And I think that that's our focus. And, you know, so I don't think we have a, set target as of right now.

That's all from me. I appreciate the time today and congrats on the merger.

Thank you. Our next question comes from Melissa Waddell with JP Morgan. Good morning.

Given the proposed dividends, special dividends as part of the mergers, Is it fair to think that there wouldn't likely be contemplation of any other special dividends to MFIC shareholders before closing?

Right. I think that's right. We're going to operate in the normal course. I mean, your question is in the normal course we may have paid a special dividend this year, but the expectation is that the special dividend that's paid post-consummation of the mergers will be the next special dividend beyond what our normal dividend policy is.

Okay. Appreciate that clarification. and then in terms of the anticipated uh dampening effect on portfolio leverage post-merger again understood nothing's approved yet a lot of things have to happen but given the dampening effect on potential portfolio leverage does that give you any thought to sort of taking leverage above the lower end of your target range in the near term and does the uh sort of opportunity set support that um That thought given, you know, what's out there to be deployed right now, but also what you're expecting in terms of repayment. Thank you.

That's a really good question. I mean, you know, obviously, you know, our portfolio rotation, once the merger closes, you know, we have a certain timeframe. And if we could start that earlier by levering up our BDC, that would accelerate that. However, you know, we don't know if things are going to close. And, you know, so we're going to operate in the normal course. I think the opportunity set we expect to be, you know, broadly similar. today versus six months from now uh you know as we said you know things compressed for two months ago but they widened two months before that so uh you know the answer is we expect to operate within our range at you know at all times except the day after the merger closes when we will be pushed down well below that range And so there is some room in that range to lever up a little bit, but we are focused putting aside obviously the legal requirements to operate in the ordinary course, but we also need to operate in the ordinary course because nothing's guaranteed in the future.

Thank you.

Thank you. At this time, we have no further questions in the queue, so I'd like to turn the floor back over to management for closing remarks.

Thank you, operator. Thank you, everyone, for listening to today's call. On behalf of the entire team, we thank you for your time today. Please feel free to reach out to us if you have any other questions. Have a good day.

Thank you, everyone. This concludes today's MidCap Financial Investment Corporation call. You may disconnect your line at any time.