Form 8-A12B - Registration of securities [Section 12(b)]
December 13 2023 - 4:49PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 13, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
MidCap
Financial Investment Corporation
(Exact Name of Registrant as specified in its charter)
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Maryland |
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52-2439556 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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9 West 57th Street, New York, New York |
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10019 |
(Address of principal executive office) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered |
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Name of each exchange on which
each class is to be registered |
8.00% Notes due 2028 |
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The Nasdaq Global Select Market |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this
form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable):
333-271227
Securities to be registered pursuant to Section 12(g) of the Act:
None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
The securities to be registered hereby are the 8.00% Notes due 2028 (the Notes) of MidCap Financial Investment Corporation (the
Corporation). The Notes are expected to be listed on The Nasdaq Global Select Market and to trade thereon within 30 days of the original issue date under the trading symbol MFICL.
For a description of the Notes, reference is made to (i) the information set forth in the section captioned Description of Our Debt
Securities in the Registrants Registration Statement on Form N-2 (File No. 333-271227) (including the information incorporated by reference therein, the
Registration Statement), as filed with the Securities and Exchange Commission (the Commission) on April 12, 2023 under the Securities Act of 1933, as amended (the Securities Act), and (ii) the
information set forth under the section captioned Specific Terms of the Notes and the Offering in the Registrants prospectus supplement dated December 6, 2023, as filed with the Commission on December 8, 2023 pursuant to
Rule 424(b) under the Securities Act. The foregoing descriptions therein are incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently
filed is hereby also incorporated herein by reference.
Item 2. Exhibits.
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Exhibit No. |
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Description |
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3.1(a) |
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Articles of Amendment (incorporated by reference from the Registrants pre-effective Amendment No.
1 to the Registration Statement under the Securities Act of 1933, as amended, on Form N-2, filed on June 20, 2005). |
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3.1(b) |
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Articles of Amendment and Restatement (incorporated by reference from the Registrants post-effective amendments No.1 to the Registration Statement
under the Securities Act of 1933, as amended, on Form N-2, filed on August 14, 2006). |
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3.1(c) |
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Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.2 to Registrants Form 8-K,
filed on August 12, 2022). |
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3.1(d) |
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Articles of Amendment (incorporated by reference to Exhibit 3.1 to the Registrants Form 8-K,
filed on December 3, 2018). |
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3.1(e) |
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Articles of Amendment (incorporated by reference to Exhibit 3.1 to Registrants Form 8-K, filed
on July 22, 2019). |
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3.1(f) |
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Articles of Amendment (incorporated by reference to Exhibit 3.1 to Registrants Form 8-K, filed on
August 12, 2022). |
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3.2 |
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Sixth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the Registrants Form 8-K,
filed on August 12, 2022). |
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4.1 |
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Indenture dated as of October
9, 2012 between MidCap Financial Investment Corporation (f/k/a Apollo Investment Corporation) and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to MidCap Financial Investment Corporation Current Report
on Form 8-K filed on October 9, 2012). |
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4.2 |
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Sixth Supplemental Indenture dated as of December
13, 2023 between MidCap Financial Investment Corporation and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to MidCap Financial Investment Corporation Current Report on Form 8-K filed on December 13, 2023). |
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4.3 |
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Form of 8.00% Notes due 2028 of
MidCap Financial Investment Corporation (included within Exhibit 4.2 to MidCap Financial Investment Corporation Current Report on Form 8-K filed on December 13, 2023). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
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Date: December 13, 2023 |
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MIDCAP FINANCIAL INVESTMENT CORPORATION |
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By: |
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/s/ Kristin M. Hester |
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Name: |
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Kristin M. Hester |
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Title: |
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Chief Legal Officer and Secretary |
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