Ares Capital to acquire MFIC in $2.6B stock-and-cash deal at $10.88/share, 30.1% premium

MidCap Financial Investment Corp

• ARCC will acquire MFIC in a stock-and-cash merger with ~$2.6B enterprise value; MFIC holders get $10.88 per diluted share, $1.21 cash plus $9.67 ARCC stock.
• Consideration is a 30.1% premium to MFIC's Oct. 26, 2026 close and 25.8% to its 30-day VWAP; MFIC's preliminary Sept. 30 NAV per share is ~$12.86.
• MFIC will pay a pre-closing special dividend of undistributed taxable income; ARCC stock consideration is reduced dollar-for-dollar, with exchange ratio tied to ARCC NAV and share price.
• Expected closing in first half of 2027, subject to MFIC stockholder approval, HSR clearance, N-14 effectiveness and NASDAQ listing; MFIC's termination fee is $31.36M.
• Apollo affiliates holding ~5.2% of MFIC signed voting agreements backing the deal; ARCC expects modest core-EPS accretion and pro forma >800 portfolio companies, >$31B investments.