MidCap Financial Investment Corporation

Good morning and welcome to the earnings conference call for the period ended December 31st, 2023 for MidCat Financial Investment Corporation. At this time, all participants have been placed in listen-only mode.

The call will be open for a question and answer session 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. Please go ahead.

Thank you, Operator, and thank you, everyone, for joining us today. Speaking on today's call are Tanner Powell, Chief Executive Officer, Ted McNulty, President, and Greg Hunt, Chief Financial Officer. Howard Woodruff, Executive Chairman, as well as additional members of the management team are on the call and available for the Q&A portion of today's call. I'd like to advise everyone that today's call and webcast are being recorded. Please know that they are the property of MidCap 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 release. I'd also like to call your attention to the customary safe harbor disclosure in our press release regarding forward-looking information. Today's conference call and webcast may include 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 the SEC's website at www.sec.gov or our website at www.midcapfinancialic.com. I'd also like to remind everyone that we've posted a supplemental financial information package on our website, which contains information about the portfolio as well as the company's financial performance. Throughout today's call, we will refer to MidCap Financial Investment Corporation as either MFIC or the BDC, and we will use MidCap Financial to refer to the lender headquartered in Bethesda, Maryland. At this time, I'd like to turn the call over to Tanner Powell, MFIC's Chief Executive Officer.

Thank you, Elizabeth, and thank you, everyone, for joining today's call. I'll begin today's call with a summary of our results, and we'll also provide our perspective on the current environment. Ted will then cover our investment activity and provide an update on the investment portfolio credit quality. Lastly, Greg will review our financial results in greater detail, and we'll also discuss our recent financing transactions. We will then open the call to questions. Yesterday, after market closed, we reported strong results for the December quarter to cap off a strong year, an increase in net asset value, stable credit performance, and continued de-risking over the portfolio. Net investment income per share for the December quarter was 46 cents, up from 43 cents last quarter, which corresponds to an annualized return on equity, or ROE, of 11.9 percent. Results for the quarter reflect an increase in recurring interest income from our predominantly floating rate portfolio, as well as strong prepayment income. GAAP EPS for the December quarter was $0.51, up from $0.46 last quarter, which includes a net gain on the portfolio of $0.05 per share, reflecting the stable credit quality of our portfolio. Our GAAP earnings for the quarter correspond to an annualized ROE of 13.3%. We believe these results demonstrate the merits of our investment strategy and our fee structure, which align to incentives of our manager with the interests of our shareholders. We also continue to improve the risk profile of our portfolio by reducing our exposure in Merck's, our aircraft leasing portfolio company, as well as our second lien exposure. At the end of December, corporate lending and other represented 92% of the total portfolio, of which 96% was first lien on a fair value basis. We believe MFIC has one of the most senior corporate lending portfolios among BDCs, as evidenced by our low attachment point of 0.1 times. 98% of our corporate lending portfolio has one or more financial covenants, and 88% of our corporate lending portfolio is backed by financial sponsors who we know well and with whom MidCap Financial has longstanding relationships. We believe we have constructed a corporate lending portfolio that will perform well even during a potential economic slowdown. 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 borrowing costs. All key credit metrics have either improved or were unchanged during the quarter. No investments were placed on non-accrual status. We have not seen any significant signs of credit weakness. That said, we are closely monitoring our portfolio and mindful of the potential impacts of higher for longer rate environment. As of December 31st, 2023, MFIC's net asset per share, NAV per share, was $15.41, an increase of 13 cents, or 0.9% compared to the prior quarter, which reflects operating earnings above the dividend and a net gain on the portfolio. We also continued to focus on enhancing the right side of our balance sheet. During the quarter, we closed on MFIC's first CLO transaction, and we also issued some unsecured debt, which Greg will discuss in greater detail. These transactions improved MFIC's debt maturity ladder. I would now like to provide a perspective on the current environment. The credit markets rallied during the December quarter, fueled by diminishing concerns about a recession, a slowdown in inflation, and the Federal Reserve signaling rate hiking cycling had come to an end. As the quarter progressed, we saw an increase in sponsor activity, which combined with a rebound in the syndicated loan market contributed to a supply and demand imbalance for private loans, resulting in spread compression. We saw borrowers taking advantage of this dynamic to refinance or reprice existing liabilities. That said, we continue to see private lenders fill the void left by banks. Looking ahead, we believe we will likely see a pickup in deal activity in 2024, given a more stable backdrop, better visibility into rates, significant private equity dry powder, which needs to be deployed, and increasing pressure for sponsors to exit assets in order to make distribution and or return of capital to investors. Sponsors focused on the middle market are primarily seeking financing solutions in the private credit market. Buyers and sellers are becoming more aligned on valuation. At Apollo and MidCap, we are seeing a noticeable pickup in pipeline activity in recent months. As you know, MFIC is squarely focused on the core middle market. MidCap Financial has a long track record, which spans 14 years of lending to middle market companies and includes closing on approximately $110 billion of lending commitments since 2013. This origination track record provides us with a very large data set of middle market company financial information across all industries, and we believe makes MidCap Financial one of the most informed and experienced middle market lenders in the market. Apollo's affiliation with MidCap Financial is a significant competitive advantage. In short, we believe the core middle market offers attractive investment opportunities across cycles, and does not compete directly with either the broadly syndicated market or the high-yield market. Next, let's turn 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. To that end, our Board of Directors declared a dividend of $0.38 per share, consistent with our prior quarter dividend, to shareholders of record as of March 12, 2024, payable on March 28th, 2024. A 38-cent dividend represents an annualized yield of approximately 9.9% based on NAV per share as of December 31st. Our dividend continues to be well covered by net investment income. For the full year, net investment income outpaced dividends by nearly 17% as we chose to retain earnings, which contributed to the 2.1% increase in NAV per share for the year. At current base rates, we are well positioned to generate net investment income in excess of this dividend. We will continue to evaluate our dividend policy, given the prevailing interest rate environment. In summary, we generated seller returns for our shareholders in 2023, and we believe we are well positioned to continue to deliver attractive returns looking ahead. As we enter 2024, we are excited about the strategic transaction that we announced last quarter. As a reminder, in November, MFIC announced that it had entered into merger agreements with Apollo Senior Floating Rate Fund, Inc., or AFT, and Apollo Tactical Income Fund, Inc., or AIF, pursuant to which AFT and AIF will merge into MFIC, subject to shareholder approvals and other customary closing conditions. AFT and AIF are both listed closed-end funds registered under the Investment Company Act of 1940 and managed by an affiliate of Apollo. We have filed a registration statement and preliminary joint proxy statement in connection with the transaction. During this registration period, we are extremely limited in what we can discuss. Once declared effective, we will commence a proxy solicitation process to seek the requisite shareholder approvals for the mergers and will be happy to engage in a more detailed dialogue at that time. In the meantime, please understand that we will not be able to answer any questions related to the proposed merger on today's call. With that, I will turn the call over to Ted.

Thank you, Tanner. Good morning, everyone. Beginning with investment activity, as a reminder, MFIC is focused on investing in loans sourced by MidCap Financial, 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 December quarter, closing approximately $3.9 billion in new commitments, or approximately $15 billion for the full year. Acquisition activity among existing borrowers was significant. During the quarter, MFIC deployed capital into what we believe is an attractive environment, characterized by notably lower leverage. MFIC's new investment commitments during the quarter totaled 175 million of new first link commitments across 20 different borrowers for an average new commitment of 8.8 million. As we continue to focus on diversification by borrower, 45% 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 625 basis points with an average OID of approximately 234 basis points. This translates into a very attractive yield of over 12%. The weighted average net leverage of new commitments was 3.6 times. We're currently seeing some pricing compression on new commitments as a result of the market dynamics previously discussed. We have a strong pipeline of investment opportunities. So far in the March quarter, MFIC has closed approximately 100 million of new commitments. In terms of funded investment activity, gross fundings, excluding revolvers for the corporate lending portfolio, totaled $114 million. Sales and repayments totaled $152 million. Net corporate lending revolver paydowns were $1 million, and we received a $7 million paydown from Merckx. In aggregate, net repayments for the quarter totaled $47 million. Our portfolio turnover continues to drive a positive shift in the composition of the portfolio. Sales and repayments included the repayment of one of the few remaining second lien positions in our portfolio, reducing our second lien exposure to less than 2% of the total corporate lending portfolio. This shift underscores the ongoing improvement in the risk profile of our portfolio. Turning to our investment portfolio, we have a well-diversified senior corporate lending book. At the end of December, our portfolio had a fair value of $2.33 billion and was invested in 152 companies across 23 different industries. Corporate lending and other represented approximately 92% of the portfolio and Merck's accounted for 8% of the total portfolio on a fair value basis. The average funded corporate lending position was $14.7 million or approximately 0.7% of the total corporate and other lending portfolio. 96% of our corporate lending portfolio was first lien and 98% of our corporate lending debt portfolio on a cost basis had one or more financial covenants. The weighted average yield at cost of our corporate lending portfolio was 12.2% on average for the December quarter, up from 12% in the September quarter. At the end of December, the weighted average spread on the corporate lending portfolio was 623 basis points, up two basis points compared to the prior quarter. Turning to credit quality, our focus on true first lien, top of the capital structure, middle market loans has resulted in what we consider to be strong and resilient credit metrics. We believe MFIC has one of the most senior corporate lending portfolios in the industry. Not all debt categorized as first lien has a similar risk profile. We know that some lenders categorize loans as first lien even when there's leverage senior to their positions, which is why we think it's important to look at both leverage and attachment point. At the end of December, MFIC's net leverage and attachment points on our corporate loans was 5.27 times and 0.1 times respectively. This extremely low attachment demonstrates that we are invested in the most senior part of the capital structure. Moving to interest coverage, the weighted average interest coverage ratio is 1.9 times unchanged from last quarter, with three companies below one times, one less than last quarter. We're closely monitoring these situations and believe they're manageable as these companies have strong current liquidity, good underlying business performances, or have strong sponsor support. As of December 31st, 2023, the median EBITDA of MFIC's corporate lending portfolio companies was approximately $47 million. Our portfolio companies are generally maintaining solid fundamental performance with revenue and EBITDA continuing to grow. We've 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. Our underwriting on mid-cap source loans has proven to be sound. Based on data since mid-2016, which is the approximate date upon which we began utilizing our co-investment order, our annualized net realized and unrealized loss rate is around one basis point on loans sourced by mid-cap financial. We think this performance data shows how well the strategy has performed. Our non-accrual rate remains very low. No investments were placed on non-accrual status during the quarter. At the end of December, investments on non-accrual status totaled $5.7 million or 0.2% of the total portfolio at fair value. We believe these strong credit metrics reflect the way in which we've prudently constructed our portfolio. MFIC is focused on lending to the core middle market where MidCap Financial has strong, long-standing relationships with sponsors and borrowers and a proven track record across cycles. Importantly, MFIC benefits from MidCap Financial's large, dedicated portfolio management team of over 60 investment professionals, which helps identify and address issues early. It's 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 allows us to be proactive in resolving credit problems. Moving on to MERCs, as discussed previously, we are focused on reducing our investment in our aircraft leasing and servicing businesses. 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 the MFIC's investment in MERCs over time. As a reminder, Merck started the year with 57 planes, and at the end of December, Merck's owned 31 aircraft, which reflects eight aircraft that were sold during the December quarter. The eight aircraft were sold for approximately our September 30th value, and the cash proceeds were used to pay down debt, thus providing additional de-risking to the remainder of our investment in Merck's. As of December 31st, 2023, our investment in Merck's totaled $191 million, representing approximately 8% of the total portfolio of fair value, a decrease of over $70 million, or 27%, compared to the end of 2022. For the December quarter, Merck's paid approximately $9 million, including $2 million of interest and a $7 million return of capital. For the full year, Merck's paid MFIC approximately $84 million, including $8 million of interest and $76 million return of capital. 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 December quarter was $0.46, which reflects strong recurring interest income and strong prepayment income. For the quarter, prepayment income was $3.5 million, and dividend and fee income was approximately $1 million combined. PIC income remains very low, representing approximately 1.3 percent of total investment income for the quarter. Gap net income per share for the quarter was 51 cents, which includes the net gain in our investment portfolio. Results for the quarter correspond to an annual return on equity based on net investment income of 11.9 percent, and an annualized ROE based on net income of 13.3 percent. MSIC's NAV per share at the end of December was $15.41, an increase of approximately 13 cents or 1 percent from the end of September. The 13-cent increase reflects net investment income of 46 cents which is $0.08 above the $0.38 distribution, and a $0.05 gain on the portfolio. Additional details on the net gain are shown on slide 17 in the earnings supplement deck. Net expenses for the quarter were $42.2 million, up $1.9 million compared to the prior quarter, primarily due to an increase in interest expense. As discussed on last quarter's call, In early November, MFIC closed its first CLO transaction issuing $230 million of notes at a cost over, excuse me, of 240 basis points. The CLO has a reinvestment period of four years. And in December, we priced $80 million of five-year non-QOL2 unsecured notes in the $25 par market with a fixed coupon of 8%. This unsecured issuance effectively pre-funds a portion of our unsecured debt maturing in March of 2025. Proceeds from both transactions were used to pay down borrowings under our revolving credit facility. At the end of December, unsecured debt represented 38% of total principal debt outstanding compared to 33% at the end of September. As a result of these two transactions, the weighted average interest rate on our debt for the quarter was 6.94% up from 6.76% from the prior quarter. We believe it was prudent to diversify and extend the maturity of our funding sources. We intend to continue to evaluate and monitor our capital raising transactions going forward. Management fees totaled $4.1 million for the December quarter, essentially flat to the prior quarter. As a reminder, MFIC's base management fee was reduced to 1.75 percent on equity beginning January 1, 2023, and is one of the only listed VDCs to charge management fees on equity, which we believe provides strong shareholder alignment with a focus on net asset value. Gross incentive fees totaled $6.3 million for the December quarter. As a reminder, our incentive fee on income is 17.5% and includes a total return hurdle with a rolling 12-quarter look back. In 2023, net investment income outpaced dividends as we chose to retain earnings and grow NAS. As a result, we accrued approximately $1.1 million of excise tax during the December quarter, which is included in our general and administrative expenses on our statement of operations. Our current estimate of undistributable taxable income or spillover income at the end of 2023 was approximately $0.92 per share. We will continue to monitor our undistributed earnings as part of our capital management consideration. Moving to our balance sheet, MFIC is net leveraged with 1.34 times as of December 31st, 2023, compared to 1.4 times at the end of September 2023, reflecting $47 million of net repayments during the quarter and the increase in net assets from retained earnings and the net gain on the portfolio. This concludes our remarks, operator, and please open the call to questions.

At this time, the call is now open for questions. If you would like to ask a question at this time, please press star 1 on your telephone keypad.

You may withdraw your question by pressing star 2. Once again, that's star one to ask a question. Our first question comes from Mark Hughes with Truist.

Please go ahead. Yeah, thank you. Good morning. You had suggested your position to generate the NAI ahead of the dividend, something the foreseeable future. With the forward curve as it is now, have you modeled out kind of how durable that should be, anything? time period you want to share in terms of your thinking about that ability to pay the dividend?

Yeah, I mean, I think we've been, Mark, we've been very disciplined in keeping our dividend at the 38 cents as we look out to the forward curve. And we're confident at this point, given where we are, that in the near future, which is, let's say, the next four to eight quarters, we have coverage on that $0.38 dividend.

Understood. And then from a credit perspective, you all seem to be in very good shape. Interest coverage was steady sequentially. Do you think there will be more of a buildup of pressure kind of across the sector, you know, given the higher for longer perhaps? and still chop the economy. Do you think it's going to get worse for the sector, or do you think this is maybe a reasonably steady state?

Hi, Mark. Yeah, I mean, I think we're seeing two things. On one side of the coin, we're still seeing revenue and EBITDA growing in our underlying portfolio companies, which is helpful. And then if we do have higher for longer, that's going to put pressure on the company's ability to continue to invest in the business. Right now, it still feels like you know, it still feels like a pretty good place. You know, I think if you asked most investment, you know, folks a year ago or two years ago, everyone was thinking that there would be a harder landing than what we've had. And so, you know, we've all been pleasantly surprised by, you know, the rather benign credit environment. And, you know, I think as we mentioned on the call, we don't see anything that, you know, other than the pressure from high interest rates that, you know, would cause, you know, any concern.

And then anything in the health care, maybe some discussion of pressure on reimbursements, fee schedules, higher labor costs within your health care exposure? How are you positioned relative to some of these risk factors?

Yeah, I think every quarter we take a look at the portfolio and different sectors and what the themes are that we need to be concerned about, either from a top-down perspective or that we see bubbling up from a bottoms-up perspective. And when we were going through – the portfolio this past quarter, you know, I think, you know, the answer is not zero, but it's very, very small in terms of exposure to, you know, in particular, the labor issue.

And then on reimbursement, I mean, this is certainly an item that is at the forefront of mind's And not surprisingly, we, like other lenders, do our best to not take outright stroke of pen reimbursement risk. And while, you know, it certainly is there to some extent to date, as we look, to Ted's point, when we look very critically at our exposures within healthcare, seem to be managing those challenges that are, you know, kind of well publicized across the space for

Appreciate it. Thank you. Thank you. Our next question comes from Casey Alexander with Compass Point. Please go ahead. Yeah, good morning. If I was a better analyst, I'd probably know the answer to this question. But with Merckx, is the remaining planes, are they plane-specific? Some of the planes, if they're sold, have to go to the securitization facility? Some of the planes, if they're sold, would result in a pay down of the revolver, or is it a pool? And if it's a pool, then when does it turn more to the revolver as opposed to paying down in securitization?

Thanks, Casey, for the question. So we have about 22 of the planes remaining sit within two securitizations called MAPS-18 and MAPS-19. and the other planes, the other eight or so, are in a joint venture that we have that we're 15% of. So the proceeds from the joint venture and selling those assets would go to pay down the capital, pay down our capital that we have invested in the portfolio right away. Within the securitizations, that capital on the sale of those planes will go to pay down debt. For example, during 23, we paid down approximately $240 million worth of debt inside of those securitizations with the sale of over 11 planes.

Okay. All right. Secondly, Greg, with the 8% unsecured note, Did you consider swapping that into a floater, you know, given the fact that, you know, the forward curve suggests that rates could start to get easier over the course of the next couple of years?

We did consider it, but we have a two-year call provision. And kind of looking at the curve, we decided at this point, and we can always change our decision, we have not swapped the 8% note.

Okay. And then my last question is, if everything goes as you expect or suspect that it will in relation to the merger, do you have, you know, sort of a guideline for when you think, assuming that the vote goes the right way, that that deal could close? When should we be thinking about it actually consummating?

Yeah, I think, you know, as Tanner mentioned in the opening comments, you know, we're limited to what we can say. I can say that we continue to work on the standard review and the comments from the SEC, and we expect that to be completed in the near future. And then after that, once our N-14 is effective, we can comment on the timing, you know, more directly.

All right. Thank you for taking my questions. Thank you. Thank you. Our next question comes from Kenneth Lee with RBC Capital. Please go ahead. Kenneth Lee, RBC Capital.

Hey, good morning. Thanks for taking my question. I'm wondering if you could just elaborate on the prepared remarks around price and compression being seen on recent investments. And I wonder if you could also talk about what you're seeing in terms of documentation in terms of recent investments. Thanks.

Yeah, sure. Thanks, Kenneth. As we alluded to in the prepared remarks, we are seeing spread compression. When you step back, you know, there's broadly been a rally in credit markets, and you've seen spreads compress kind of across the spectrum, private and public. And, you know, we've seen that within the middle market as well. Yeah, I think as we think about spread compression, and we look at where we were able to deploy in 2023, we were very cognizant of the fact that if you look at the last couple quarters, you know, the spread had been in the high sixes to seven, which we did not believe was sustainable, was actually against the backdrop of, you know, tenure low and private equity activity. As we look forward, and what is often the case, in the sort of incipient rally of credit markets, the activity itself tends to concentrate in repricings and refinancing. And that was very true within Q4. As we look at the market environment now, with that decline in spreads, as well as, broadly speaking, a more constructive view on, one, the economy, as well as also that while I guess not completely, no chance for an increase in rates, but broadly speaking, market consensus that rates will not go up further, you're starting to see the pipeline for M&A and LBO volume build. Typically, if we look back, as LBO volume builds, that typically helps to provide some stabilization in spreads. And that's what we would expect as we've started to see some of the pipeline activity. Your comment about lender-friendly, I think it's helpful to call to attention our focus on the middle market. And broadly speaking, more frothy markets result in more borrower-friendly terms. But I think the emphasis for us and what kind of corroborates our focus on the middle market is partly documentation. And in particular, as we mentioned in our prepared remarks, about 98% of our corporate lending portfolio has covenants. And that's a dynamic that we see continuing in one kind of ballast against the frothy market conditions and what that has a tendency to do in markets in terms of reducing those lender-friendly provisions that had been more attendant over the last couple of years. So our focus on the middle market and continued ability to get covenants is one aspect that we point to in helping to continue to have a strong lender-friendly provisions in our documents.

Got you. Very helpful there. And just one follow-up, if I may. The portfolio average interest coverage ratios, I think they were close to about 1.8, 1.9 times. I wanted to get your thoughts around where you think the ICR could drop over the near term. Thanks.

I mean, it's an interesting question. And, you know, we've done a number of different modeling scenarios. But I think if you expect rates to kind of stay where they are and you look at – and you expect revenue and EBITDA to continue to grow, which is what we're seeing in our portfolio, you know, that would suggest that perhaps, you know, we're at a trough, although there could be a bit of a lag. You know, I think we'll – continue to watch and see where the SOFR curve goes. I think the underlying portfolio continues to perform. And, you know, it just kind of depends on the timing of when the SOFR curve moves.

Yeah, I would add to that, Kenneth, that certainly there's a lot of assumptions that go into trying to put, you know, more more specific estimation on where it goes. I think when we look at the performance of our underlying borrowers, as Ted alluded to, and we spoke to more broadly in the prepared remarks, there was resilient performance, economic performance in the portfolio. In particular, which is a continuation of the kind of like last two quarters, is we saw EBITDA growing more than revenue after quite a few quarters wherein that was not the case. And I think one of the reasons that we saw stability in terms of that interest coverage was that at this juncture you can look at companies and whether through – putting through price increases and or just lapping the most acute effects of inflation. You know, again, we saw, you know, EVDA growing faster than revenue. And I think notwithstanding, as Ted alluded to, you know, we could have different trajectories in terms of, you know, interest rates, which would affect that. One dynamic which is helping that ratio in particular and by extension, you the cash flow dynamics in our underlying companies is that at this juncture, you know, price increases have been put through and we've lapped some of the worst of the inflation and helping to provide for some resilient performance in our underlying companies.

Gotcha. Very helpful there. Thanks again.

Thank you. Again, if you would like to ask a question, please press star 1 at this time. Our next question comes from Paul Johnson with KBW. Please go ahead.

Yeah, good morning. Thanks for taking my questions. I'm just curious, you know, if there's any sort of material update in terms of kind of the pro forma leverage for foreclosing the two mergers. I think, you know, at the time it was expected to be, And the leveraging event, you know, close to like 1.2 times. So I'm wondering if there's any kind of, you know, material update there as well as kind of your outlook, you know, just given the, you know, some of the spread compression that we've seen last year and perhaps that could continue to occur, you know, this year as activity comes back into the market, if you have any. sort of thoughts around the expected accretion from the merger and whether that's changed at all, just simply from kind of a spread compression standpoint?

Thanks. Thanks for the question, Paul. I'd make a couple of comments to address your questions there. First of which, we are not changing our leverage guidance. I think consistent with what we have said is you saw a pickup of activity, and notably we saw a number of refinancings in Q4 that served to take us into the 134 range. relative to the 1.4 that we had operated at last quarter. So there's no update to our leverage guidance. The second point, and consistent with what we said last quarter and you alluded to there, Paul, is that should the mergers be successful or should we be successful in executing the mergers, day one you would see a decrease in leverage and would guide people to the statements that we made in connection with the last earnings release and investor presentation there. And I think as it relates to, I think the heart of your question is, has our outlook changed based on the spread environment? And I would say no. I mean, all things being equal, you'd rather the market be giving us the L675 to 700 that we saw early in the year, but there's going to be ebbs and flows in spread. And I would also call your attention to the fact that Part of this spread compression is obviously linked to a more healthy outlook for the economy itself. And so on this account, given those ebbs and flows and spreads, would not anticipate any different approach in managing the merger should we be successful in consummating those acquisitions.

Thank you. That's all from me. Thank you. Our next question comes from Aaron Siganovich with Citi.

Please go ahead. Thanks. You mentioned that the amendment fee activity or the amendment activity hasn't really picked up, but it was highlighted as somewhat of an increase in your other income this quarter. Maybe you can touch on that. And then on the prepayment side, it was split, I think you said, between the dividend income and the other income. What kind of geography did the change there from including a dividend income versus other incomes? So I'll talk to Amendment Activity, and maybe Greg can jump in, is I think that We have not seen a material uptick in amendment activity. I think, as Ted alluded to, all things being equal should this current rate environment continue. And given those coverage ratios, you would expect it to get tighter and would not be surprising to see an uptick in amendment activity. Where we are seeing activity, we are utilizing that seat at the table, if you will, to de-risk. The emphasis on the continuum is to try to invite further capital. We are less concerned with repricing than we are de-risking. And then in terms of other income, and I'll invite Greg to comment as well, that itself is linked to prepayments where we get acceleration of OID as well as also in the instance wherein we're doing add-ons. And this is another important point that we alluded to in the prepared remarks that's worth emphasizing. is 45% of our deployment in the quarter was related to existing commitments, some of which is existing delay draws that are drawn down on, but other of which is incremental commitments to existing borrowers. And that's important for two reasons, one of which is that can come with incremental fees, which may explain the dynamic you're looking at there too. But also, importantly, I'll use the word ballast again. It's a ballast within the current market environment, because all things being equal, those existing commitments and the friction costs. that would be suffered to the extent that a sponsor or borrower may look to refinance the entire company, enables us to get better on average pricing, and is one of the dynamics, kind of this benefit of incumbency that we talk a lot about and our peers talk a lot about as well.

Before you hand it to Greg, I'll just throw out. So, Aaron, you know, the actual number of amendments this quarter was one less than the prior quarter. And some of those were, as Tanner was alluding to, you know, to do additional acquisitions, refinancings, et cetera. And so, you know, that's the activity level and some of which generated some fees.

And I think, you know, Tanner, you know, answered the composition of – You know, our other income, you know, based on C, we did double, you know, quarter over quarter. And then our dividend income is primarily related to our, you know, investment in U.S. auto. And, you know, we take part of the proceeds we receive every quarter to principal, and then we take some of it to dividend income. Okay, thank you. And then just lastly, real quickly, has the timing of the merger changed at all?

Can you remind me when that's supposed to close?

I think as we've, you know, I said previously, you know, we are in the final stages of our, you know, comments with the SEC on our N-14, and, you know, we'll be making progress in the near future. Okay, thank you.

I show no further questions at this time. I will now turn the call back to management for any additional or 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.

This does conclude today's MidCAP Financial Investment Corporation Earnings Conference call. You may disconnect your line at this time, and have a wonderful day.