Simpson Thacher is representing MidCap Financial Investment Corporation (“MFIC”) in its definitive merger agreement with Ares Capital Corporation (“Ares Capital”), under which Ares Capital will acquire MFIC in a stock-and-cash transaction with a total enterprise value of about $2.6 billion.
MFIC stockholders are expected to receive total consideration of $10.88 per fully diluted share. That consists of about $1.21 per share in cash and about $9.67 per share in Ares Capital common stock, as adjusted for MFIC's pre-closing special dividend.
The transaction is expected to close in the first half of 2027, subject to MFIC stockholder approval, regulatory approvals and other customary closing conditions.
MFIC is a closed-end, externally managed, diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. MFIC is externally managed by Apollo Investment Management, L.P., an affiliate of Apollo Global Management, Inc. Ares Capital is a specialty finance company that provides direct loans and other investments to private middle-market companies in the United States. It is externally managed by a subsidiary of Ares Management Corporation.
The Simpson Thacher team includes Jonathan Corsico, Erin Harvey, Haley Connor, Lawrence Ekin, David Jennings, Victoria Schmit and Caroline Kincaid (M&A); Steven Grigoriou, Jonathan Pacheco, Kaitlyn Bello, Sophie Kim and Menachem Shmalo (Registered Funds); Russell Light, Brian Mendick, Elizabeth Trask and Lauren Yun (Tax); Kate Mirino and Christian Bond (Intellectual Property); David Teh, Christopher Brown and Mark Marzziotti (Credit); Christine Bae (Capital Structure Solutions—Finance); and Brian Schartz (Capital Structure Solutions—Restructuring).