{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-270276","form_type":"8-K","ticker":"MFIC","cik":"0001278752","company_name":"MidCap Financial Investment Corp","filed_at":"2023-11-03T23:59:59+00:00","discovered_at":"2026-05-14T18:03:28.512789+00:00","generated_at":"2026-06-08T22:06:22.824302+00:00","sec_items":["1.01","2.03","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"MidCap Financial closes $402M CLO debt securitization backed by middle-market loans","bullets":["Issued $232M of Class A-1 notes (SOFR+2.40%) and $16M of Class A-2 notes (SOFR+2.90%), both due 2035.","Issued $154.36M of Subordinated Notes (due 2135, zero coupon) retained 100% by Company subsidiary.","Proceeds used to purchase a diversified portfolio of middle-market commercial loans from the Company.","Company serves as collateral manager with a 0.0% per annum management fee on the CLO structure.","Notes may be redeemed by issuer after October 23, 2025, subject to certain conditions."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-270276","json":"https://secwatch.observer/filing/0001193125-23-270276.json","markdown":"https://secwatch.observer/filing/0001193125-23-270276.md","text":"https://secwatch.observer/filing/0001193125-23-270276.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1278752/000119312523270276/0001193125-23-270276-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1278752/000119312523270276/d545995d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-08T22:06:22.824302+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"8683c1fbc80f198bdb373531f627a51f7833bf86","claim":"MidCap Financial Investment Corp incurred senior notes of $402,360,000 total notes: $232,000,000 Class A-1, $16,000,000 Class A-2, $154,360,000 Subordinated Notes with Deutsche Bank Securities Inc. and Apollo Global Securities, LLC at Class A-1: SOFR+2.40%, Class A-2: SOFR+2.90%, Subordinated: 0% maturing Secured Notes: October 23, 2035; Subordinated Notes: 2135.","evidence_excerpt":"The notes offered in the 2023 Debt Securitization consist of $232,000,000 of AAA(sf) Class A-1 Senior Secured Floating Rate Notes due 2035, which bear interest at the three-month secured overnight financing rate published by the Federal Reserve Bank of New York (“SOFR”) plus 2.40% (the “Class A-1 Notes”); $16,000,000 of AAA(sf) Class A-2 Senior Secured Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 2.90% (the “Class A-2 Notes” and together with the Class A-1 Notes the “Secured Notes”). Additionally, on the Closing Date, the Issuer will issue $154,360,000 of Subordinated Notes due 2135 (the “Subordinated Notes”), which do not bear interest.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1278752/000119312523270276/0001193125-23-270276-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"$402,360,000 total notes: $232,000,000 Class A-1, $16,000,000 Class A-2, $154,360,000 Subordinated Notes"},{"label":"Counterparty","value":"Deutsche Bank Securities Inc. and Apollo Global Securities, LLC"},{"label":"Rate","value":"Class A-1: SOFR+2.40%, Class A-2: SOFR+2.90%, Subordinated: 0%"},{"label":"Maturity","value":"Secured Notes: October 23, 2035; Subordinated Notes: 2135"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"2ca396e0a116e9125fa69225521e4a03936536b1","claim":"MidCap Financial Investment Corp entered into Collateral Management Agreement with MidCap Financial Investment Corp (self) valued at collateral management fee of 0.0% per annum (effective 2023-11-02).","evidence_excerpt":"The Company serves as collateral manager to the CLO Issuer under a collateral management agreement entered into on the Closing Date (the \"Collateral Management Agreement\").","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1278752/000119312523270276/0001193125-23-270276-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"MidCap Financial Investment Corp (self)"},{"label":"Value","value":"collateral management fee of 0.0% per annum"},{"label":"Effective","value":"2023-11-02"}],"fact_type":"material_agreement"},{"claim_id":"7654c0cd6a07e31d6206dbe38d1cd054aab3bce5","claim":"MidCap Financial Investment Corp entered into Master Loan Sale Agreement with MFIC Bethesda CLO 1 LLC and MFIC Bethesda CLO 1 Depositor LLC valued at purchase of Collateral Obligations securing the 2023 Debt Securitization (effective 2023-11-02).","evidence_excerpt":"The CLO Issuer intends to use the proceeds from the 2023 Debt Securitization to, among other things, purchase certain loans (\"Collateral Obligations\") on the Closing Date from the Company pursuant to a master loan sale agreement entered into on the Closing Date (the \"Loan Sale Agreement\") among the Company, the CLO Retention Holder and the CLO Issuer.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1278752/000119312523270276/0001193125-23-270276-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"MFIC Bethesda CLO 1 LLC and MFIC Bethesda CLO 1 Depositor LLC"},{"label":"Value","value":"purchase of Collateral Obligations securing the 2023 Debt Securitization"},{"label":"Effective","value":"2023-11-02"}],"fact_type":"material_agreement"},{"claim_id":"a51e7d636c61d07a63f99679aace9ed1604ff517","claim":"MidCap Financial Investment Corp entered into CLO Indenture with Deutsche Bank National Trust Company valued at $232,000,000 Class A-1 Notes and $16,000,000 Class A-2 Notes (effective 2023-11-02).","evidence_excerpt":"On the Closing Date and in connection with the 2023 Debt Securitization, MFIC Bethesda CLO 1 LLC (the \"CLO Issuer\"), an indirect, wholly-owned, consolidated subsidiary of the Company, entered into a Purchase and Placement Agency Agreement (the \"CLO Purchase and Placement Agreement\") with Deutsche Bank Securities Inc., as the initial purchaser (the \"Initial Purchaser\") and Apollo Global Securities, LLC (the \"Placement Agent\") pursuant to which the Issuer agreed to sell certain of the notes to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant to an indenture by and between the CLO Issuer and Deutsche Bank National Trust Company, as trustee (the \"CLO Indenture\").","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1278752/000119312523270276/0001193125-23-270276-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Deutsche Bank National Trust Company"},{"label":"Value","value":"$232,000,000 Class A-1 Notes and $16,000,000 Class A-2 Notes"},{"label":"Effective","value":"2023-11-02"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}