MidCap Financial Investment Corporation filed a Form 425 on November 5, 2026, containing excerpts from Apollo Global Management's third quarter 2026 earnings conference call, held November 3, 2026, regarding the pending acquisition of MFIC by Ares Capital Corporation.

Key Highlights

  • Pending acquisition: Ares Capital Corporation has entered into a definitive agreement to acquire MFIC (NASDAQ:MFIC) in a stock and cash transaction.
  • Premium to stockholders: According to the filing, the purchase price reflects an approximately 30% premium to MFIC's pre-announcement stock price.
  • Apollo CFO statement: Martin Kelly, CFO of Apollo Global Management, described the transaction as "another example of Apollo's longstanding commitment to delivering strong, positive outcomes in all instances, where we manage stockholder capital."
  • 2027 fee guidance impact: Apollo stated that the financial impact of the MFIC transaction is embedded within its 2027 management fee expectation guidance, which also reflects a reduction in fees from MFIC and ARI.
  • MFIC's investment focus: MFIC primarily invests in directly originated and privately negotiated first lien senior secured loans to privately held U.S. middle-market companies, generally defined as companies with less than $75 million in EBITDA.
  • ARCC's scale: According to the filing, ARCC was the largest publicly traded BDC by market capitalization as of September 30, 2026.

Apollo Discloses MFIC Deal Terms and Fee Impact at Q3 2026 Earnings Call

The Form 425 filed by MidCap Financial Investment Corporation reproduces excerpts from Apollo Global Management's third quarter 2026 earnings conference call, held on November 3, 2026. Apollo CFO Martin Kelly addressed the pending transaction as one of two events occurring subsequent to quarter-end. Kelly stated that Ares Capital Corporation and MFIC entered into a definitive agreement under which Ares will acquire MFIC in a stock and cash transaction, with the purchase price reflecting an approximately 30% premium to MFIC's pre-announcement stock price.

Kelly also discussed Apollo's broader 2027 financial outlook in the call excerpts. According to the filing, Apollo expects 20%-plus fee-related earnings (FRE) growth in 2027, underpinned by 15%-plus management fee growth as well as continued growth in origination-led ACS fees. Kelly noted that the 2027 management fee growth figure reflects the reduction in fees from MFIC and ARI, and also includes a low-single-digit, or approximately 2%, estimated contribution from the combination of Fund XI and Fund X. The financial impact of the MFIC transaction, the filing states, is embedded within that 2027 management fee expectation guidance.

MFIC is described in the filing as 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, and as a regulated investment company under Subchapter M of the Internal Revenue Code. The company is externally managed by Apollo Investment Management, L.P. The filing notes that MFIC's investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. The filing also notes that the communication contains forward-looking statements subject to risks and uncertainties, and that actual results may vary materially from those indicated.

What Was Disclosed

This Form 425 filing disclosed excerpts from Apollo Global Management's Q3 2026 earnings call covering the pending MFIC acquisition by Ares Capital Corporation at an approximately 30% premium, along with Apollo's 2027 fee guidance incorporating the impact of that transaction.