Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

Table of Contents

Filed Pursuant to Rule 497
Registration Statement No. 333-203147

PROSPECTUS SUPPLEMENT
(to Prospectus dated July 16, 2015)

LOGO

Up to 1,000,000 Shares
Common Stock



         We have entered into separate equity distribution agreements, each dated November 24, 2015, with Goldman, Sachs & Co., Raymond James & Associates, Inc. and Robert W. Baird & Co. Incorporated, each a "Sales Agent" and, collectively, the "Sales Agents," relating to the shares of common stock offered by this prospectus supplement and the accompanying prospectus. The equity distribution agreements provide that we may offer and sell up to 1,000,000 shares of our common stock from time to time through the Sales Agents. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be "at the market," as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange ("NYSE") or similar securities exchange or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices. See "Plan of Distribution." As of the date of this prospectus supplement, we have not sold any shares of our common stock under the equity distribution agreements.

         We are a principal investment firm primarily focused on providing customized debt and equity financing to lower middle market ("LMM") companies and debt capital to middle market ("Middle Market") companies. Our LMM companies generally have annual revenues between $10 million and $150 million, and our LMM portfolio investments generally range in size from $5 million to $50 million. Our Middle Market investments are made in businesses that are generally larger in size than our LMM portfolio companies, with annual revenues typically between $150 million and $1.5 billion, and our Middle Market investments generally range in size from $3 million to $15 million.

         The LMM and Middle Market securities in which we invest generally would be rated below investment grade if they were rated by rating agencies. Below investment grade securities, which are often referred to as "junk," have predominantly speculative characteristics with respect to the issuer's capacity to pay interest and repay principal. They may also be difficult to value and are illiquid.

         Our principal investment objective is to maximize our portfolio's total return by generating current income from our debt investments and capital appreciation from our equity and equity related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company.

         We are an internally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended.

         Our common stock is listed on the NYSE under the symbol "MAIN." On November 23, 2015, the last reported sale price of our common stock on the NYSE was $31.44 per share, and the net asset value per share of our common stock on September 30, 2015 (the last date prior to the date of this prospectus supplement on which we determined our net asset value per share) was $21.79.

         Under the terms of the equity distribution agreements, the Sales Agents will receive a commission from us equal to up to 1.0% of the gross sales price of any shares of our common stock sold through the Sales Agents under the equity distribution agreements. The Sales Agents are not required to sell any specific number or dollar amount of common stock, but will use their commercially reasonable efforts consistent with their sales and trading practices to sell the shares of our common stock offered by this prospectus supplement and the accompanying prospectus. We may also sell shares of our common stock to a Sales Agent, as principal for its own respective account, at a price agreed upon at the time of sale. If we sell shares to a Sales Agent as principal, we will enter into a separate terms agreement with the applicable Sales Agent, setting forth the terms of such transaction, and we will describe the agreement in a separate prospectus supplement. See "Plan of Distribution" beginning on page S-45 of this prospectus supplement.

         Investing in our common stock involves a high degree of risk, and should be considered highly speculative. See "Risk Factors" beginning on page 15 of the accompanying prospectus to read about factors you should consider, including the risk of leverage and dilution, before investing in our common stock.

         This prospectus supplement and the accompanying prospectus contain important information about us that a prospective investor should know before investing in our common stock. Please read this prospectus supplement and the accompanying prospectus before investing and keep them for future reference. We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission, or SEC. This information is available free of charge by contacting us at 1300 Post Oak Boulevard, 8th Floor, Houston, Texas 77056 or by telephone at (713) 350-6000 or on our website at www.mainstcapital.com. Information contained on our website is not incorporated by reference into this prospectus supplement or the accompanying prospectus, and you should not consider that information to be part of this prospectus supplement or the accompanying prospectus. The SEC also maintains a website at www.sec.gov that contains such information.

         Neither the Securities and Exchange Commission nor any state securities commission, nor any other regulatory body, has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

GOLDMAN, SACHS & CO.   RAYMOND JAMES   BAIRD

The date of this prospectus supplement is November 24, 2015


Table of Contents


TABLE OF CONTENTS

 
  Page  

Prospectus Supplement

 

Prospectus Summary

    S-1  

Fees and Expenses

    S-13  

Use of Proceeds

    S-15  

Capitalization

    S-16  

Selected Financial Data

    S-17  

Interim Management's Discussion and Analysis of Financial Condition and Results of Operations

    S-19  

Plan of Distribution

    S-45  

Legal Matters

    S-47  

Independent Registered Public Accounting Firm

    S-47  

Available Information

    S-47  

Interim Financial Statements

    S-48  


Prospectus


 

Prospectus Summary

    1  

Fees and Expenses

    13  

Risk Factors

    15  

Cautionary Statement Concerning Forward-Looking Statements

    37  

Use of Proceeds

    37  

Price Range of Common Stock and Distributions

    38  

Ratios of Earnings to Fixed Charges

    43  

Selected Financial Data

    44  

Management's Discussion and Analysis of Financial Condition and Results of Operations

    46  

Senior Securities

    79  

Business

    80  

Portfolio Companies

    98  

Management

    128  

Certain Relationships and Related Party Transactions

    151  

Control Persons and Principal Stockholders

    151  

Sales of Common Stock Below Net Asset Value

    154  

Dividend Reinvestment Plan

    159  

Description of Common Stock

    160  

Description of Our Preferred Stock

    167  

Description of Our Warrants

    168  

Description of Our Subscription Rights

    170  

Description of Our Debt Securities

    172  

Description of Our Units

    186  

Material U.S. Federal Income Tax Considerations

    187  

Regulation

    195  

Plan of Distribution

    201  

Custodian, Transfer and Distribution Paying Agent and Registrar

    202  

Brokerage Allocation and Other Practices

    202  

Legal Matters

    203  

Independent Registered Public Accounting Firm

    203  

Available Information

    203  

Privacy Notice

    203  

Index to Financial Statements

    F-1  

i


Table of Contents


ABOUT THE PROSPECTUS

        This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock and also adds to and updates information contained in the accompanying prospectus. The second part is the accompanying prospectus, which provides more information about the common stock we may offer from time to time. To the extent the information contained in this prospectus supplement differs from the information contained in the accompanying prospectus, the information in this prospectus supplement shall control.

        You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. Neither we nor the Sales Agents have authorized any other person to provide you with different information from that contained in this prospectus supplement or the accompanying prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a solicitation of an offer to buy, any shares of our common stock by any person in any jurisdiction where it is unlawful for that person to make such an offer or solicitation or to any person in any jurisdiction to whom it is unlawful to make such an offer or solicitation. The information contained in this prospectus supplement and the accompanying prospectus is complete and accurate only as of their respective dates, regardless of the time of their delivery or sale of our common stock. This prospectus supplement supersedes the accompanying prospectus to the extent it contains information different from or additional to the information in that prospectus.

Forward-Looking Statements

        Information contained in this prospectus supplement and the accompanying prospectus may contain forward-looking statements, which can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "anticipate," "estimate," or "continue" or the negative thereof or other variations thereon or comparable terminology. The matters described in the section titled "Risk Factors" in the accompanying prospectus and certain other factors noted throughout this prospectus supplement and the accompanying prospectus constitute cautionary statements identifying important factors with respect to any such forward-looking statements, including certain risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. We undertake no obligation to revise or update any forward-looking statements but advise you to consult any additional disclosures that we may make directly to you or through reports that we may file in the future with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. We note that the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995 does not apply to statements made in this prospectus supplement or the accompanying prospectus.

ii


Table of Contents

 

PROSPECTUS SUMMARY

        This summary highlights some of the information in this prospectus supplement and the accompanying prospectus. It is not complete and may not contain all of the information that you may want to consider. To understand the terms of the common stock offered hereby, you should read the entire prospectus supplement and the accompanying prospectus carefully. Together, these documents describe the specific terms of the shares we are offering. You should carefully read the sections titled "Selected Financial Data," "Interim Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Interim Financial Statements" in this prospectus supplement and the documents identified in the section titled "Available Information" in this prospectus supplement, as well as the section titled "Risk Factors" in the accompanying prospectus.

Organization

        Main Street Capital Corporation ("MSCC") is a principal investment firm primarily focused on providing customized debt and equity financing to lower middle market ("LMM") companies and debt capital to middle market ("Middle Market") companies. The portfolio investments of MSCC and its consolidated subsidiaries are typically made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in diverse industry sectors. MSCC seeks to partner with entrepreneurs, business owners and management teams and generally provide "one stop" financing alternatives within its LMM portfolio. MSCC and its consolidated subsidiaries invest primarily in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States and in secured debt investments of Middle Market companies generally headquartered in the United States.

        MSCC was formed in March 2007 to operate as an internally managed business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). MSCC wholly owns several investment funds, including Main Street Mezzanine Fund, LP ("MSMF") and Main Street Capital II, LP ("MSC II" and, together with MSMF, the "Funds"), and each of their general partners. The Funds are each licensed as a Small Business Investment Company ("SBIC") by the United States Small Business Administration ("SBA"). Because MSCC is internally managed, all of the executive officers and other employees are employed by MSCC. Therefore, MSCC does not pay any external investment advisory fees but instead incurs the operating costs associated with employing investment and portfolio management professionals.

        MSC Adviser I, LLC (the "External Investment Manager") was formed in November 2013 as a wholly owned subsidiary of MSCC to provide investment management and other services to parties other than MSCC and its subsidiaries ("External Parties") and receive fee income for such services. MSCC has been granted no-action relief by the Securities and Exchange Commission ("SEC") to allow the External Investment Manager to register as a registered investment adviser ("RIA") under Investment Advisers Act of 1940, as amended (the "Advisers Act"). Since the External Investment Manager conducts all of its investment management activities for parties outside of MSCC and its consolidated subsidiaries, it is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC's consolidated financial statements.

        MSCC has elected to be treated for U.S. federal income tax purposes as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). As a result, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that it distributes to its stockholders.

        MSCC has certain direct and indirect wholly owned subsidiaries that have elected to be taxable entities (the "Taxable Subsidiaries"). The primary purpose of the Taxable Subsidiaries is to permit MSCC to hold equity investments in portfolio companies which are "pass-through" entities for tax purposes. The External Investment Manager is also a direct wholly owned subsidiary that has elected to

S-1


Table of Contents

be a taxable entity. The Taxable Subsidiaries and the External Investment Manager are each taxed at their normal corporate tax rates based on their taxable income.

        Unless otherwise noted or the context otherwise indicates, the terms "we," "us," "our" and "Main Street" refer to MSCC and its consolidated subsidiaries, which include the Funds and the Taxable Subsidiaries.

        The following diagram depicts Main Street's organizational structure:

GRAPHIC


*
Each of the Taxable Subsidiaries is directly or indirectly wholly owned by MSCC.

**
Accounted for as a portfolio investment at fair value, as opposed to a consolidated subsidiary.

Overview

        Our principal investment objective is to maximize our portfolio's total return by generating current income from our debt investments and capital appreciation from our equity and equity related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. Our LMM companies generally have annual revenues between $10 million and $150 million, and our LMM portfolio investments generally range in size from $5 million to $50 million. Our Middle Market investments are made in businesses that are generally larger in size than our LMM portfolio companies, with annual revenues typically between $150 million and $1.5 billion, and our Middle Market investments generally range in size from $3 million to $15 million. Our private loan ("Private Loan") portfolio investments are primarily debt securities which have been originated through strategic relationships with other investment funds on a collaborative basis. Private Loan investments are typically similar in size, structure, terms and conditions to investments we hold in our LMM portfolio and Middle Market portfolio.

        Our other portfolio ("Other Portfolio") investments primarily consist of investments which are not consistent with the typical profiles for our LMM, Middle Market or Private Loan portfolio investments, including investments which may be managed by third parties. In our Other Portfolio, we may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.

        Our external asset management business is conducted through our External Investment Manager. The External Investment Manager earns management fees based on the assets of the funds under management and may earn incentive fees, or a carried interest, based on the performance of the funds managed. We have entered into an agreement to provide the External Investment Manager with asset management service support in connection with its asset management business generally, and specifically for its relationship with HMS Income Fund, Inc. ("HMS Income"). Through this agreement, we provide management and other services to the External Investment Manager, as well as access to

S-2


Table of Contents

our employees, infrastructure, business relationships, management expertise and capital raising capabilities. In the first quarter of 2014, we began charging the External Investment Manager for these services. Our total expenses for the three months ended September 30, 2015 and 2014 are net of expenses charged to the External Investment Manager of $1.1 million and $0.6 million, respectively. Our total expenses for the nine months ended September 30, 2015 and 2014 are net of expenses charged to the External Investment Manager of $3.1 million and $1.3 million, respectively. The total contribution of the External Investment Manager to our net investment income consists of the combination of the expenses charged to the External Investment Manager and dividend income from the External Investment Manager. For the three months ended September 30, 2015 and 2014, the total contribution to net investment income was $1.8 million and $0.7 million, respectively. For the nine months ended September 30, 2015 and 2014, the total contribution to net investment income was $4.7 million and $1.5 million, respectively.

        We seek to fill the financing gap for LMM businesses, which, historically, have had more limited access to financing from commercial banks and other traditional sources. The underserved nature of the LMM creates the opportunity for us to meet the financing needs of LMM companies while also negotiating favorable transaction terms and equity participations. Our ability to invest across a company's capital structure, from secured loans to equity securities, allows us to offer portfolio companies a comprehensive suite of financing options, or a "one stop" financing solution. Providing customized, "one stop" financing solutions is important to LMM portfolio companies. We generally seek to partner directly with entrepreneurs, management teams and business owners in making our investments. Our LMM portfolio debt investments are generally secured by a first lien on the assets of the portfolio company and typically have a term of between five and seven years from the original investment date. We believe that our LMM investment strategy has limited correlation to the broader debt and equity markets.

        In addition to our LMM investment strategy, we pursue investments in Middle Market companies. Our Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of interest bearing debt securities in privately held companies that are generally larger in size than the companies included in our LMM portfolio. Our Middle Market portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.

        Private Loan portfolio investments are primarily debt securities which have been originated through strategic relationships with other investment funds on a collaborative basis, and are often referred to in the debt markets as "club deals." Private Loan investments are typically similar in size, structure, terms and conditions to investments we hold in our LMM portfolio and Middle Market portfolio. Our Private Loan portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

S-3


Table of Contents

        The following tables provide a summary of our investments in the LMM, Middle Market and Private Loan portfolios as of September 30, 2015 and December 31, 2014 (this information excludes the Other Portfolio investments and the External Investment Manager which are discussed further below):

 
  As of September 30, 2015  
 
  LMM(a)   Middle
Market
  Private
Loan
 
 
  (dollars in millions)
 

Number of portfolio companies

    71     86     41  

Fair value

  $ 856.4   $ 669.5   $ 252.4  

Cost

  $ 693.7   $ 695.2   $ 273.1  

% of portfolio at cost—debt

    70.4 %   98.5 %   94.9 %

% of portfolio at cost—equity

    29.6 %   1.5 %   5.1 %

% of debt investments at cost secured by first priority lien

    89.6 %   87.8 %   87.6 %

Weighted-average annual effective yield(b)

    12.3 %   8.0 %   9.5 %

Average EBITDA(c)

  $ 6.1   $ 97.9   $ 17.1  

(a)
At September 30, 2015, we had equity ownership in approximately 96% of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was approximately 36%.

(b)
The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of September 30, 2015, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. Weighted-average annual effective yield is higher than what an investor in shares of our common stock will realize on its investment because it does not reflect our expenses or any sales load paid by an investor.

(c)
The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted average for the Middle Market and Private Loan portfolios. These calculations exclude certain portfolio companies, including four LMM portfolio companies, one Middle Market portfolio company and eight Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.

S-4


Table of Contents

 

 
  As of December 31, 2014  
 
  LMM(a)   Middle
Market
  Private
Loan
 
 
  (dollars in millions)
 

Number of portfolio companies

    66     86     31  

Fair value

  $ 733.2   $ 542.7   $ 213.0  

Cost

  $ 599.4   $ 561.8   $ 224.0  

% of portfolio at cost—debt

    71.5 %   99.8 %   95.6 %

% of portfolio at cost—equity

    28.5 %   0.2 %   4.4 %

% of debt investments at cost secured by first priority lien

    89.6 %   85.1 %   87.8 %

Weighted-average annual effective yield(b)

    13.2 %   7.8 %   10.1 %

Average EBITDA(c)

  $ 5.0   $ 77.2   $ 18.1  

(a)
At December 31, 2014, we had equity ownership in approximately 95% of our LMM portfolio companies, and our average fully diluted equity ownership in those portfolio companies was approximately 35%.

(b)
The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2014, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. Weighted-average annual effective yield is higher than what an investor in shares of our common stock will realize on its investment because it does not reflect our expenses or any sales load paid by an investor.

(c)
The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted average for the Middle Market and Private Loan portfolios. These calculations exclude certain portfolio companies, including two LMM portfolio companies, one Middle Market portfolio company and five Private Loan portfolio companies as EBITDA is not a meaningful valuation metric for Main Street's investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.

        As of September 30, 2015, we had Other Portfolio investments in seven companies, collectively totaling approximately $56.9 million in fair value and approximately $61.2 million in cost basis and which comprised approximately 3.0% of our Investment Portfolio (as defined in "Interim Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Basis of Presentation" in this prospectus supplement) at fair value. As of December 31, 2014, we had Other Portfolio investments in six companies, collectively totaling approximately $58.9 million in fair value and approximately $56.2 million in cost basis and which comprised approximately 3.8% of our Investment Portfolio at fair value.

        As previously discussed, the External Investment Manager is a wholly owned subsidiary that is treated as a portfolio investment. As of September 30, 2015, there was no cost basis in this investment and the investment had a fair value of $32.3 million, which comprised 1.7% of our Investment Portfolio at fair value. As of December 31, 2014, there was no cost basis in this investment and the investment had a fair value of $15.6 million, which comprised 1.0% of our Investment Portfolio at fair value.

        Our portfolio investments are generally made through MSCC and the Funds. MSCC and the Funds share the same investment strategies and criteria, although they are subject to different regulatory regimes. An investor's return in MSCC will depend, in part, on the Funds' investment returns as they are wholly owned subsidiaries of MSCC.

S-5


Table of Contents

        The level of new portfolio investment activity will fluctuate from period to period based upon our view of the current economic fundamentals, our ability to identify new investment opportunities that meet our investment criteria, and our ability to consummate the identified opportunities. The level of new investment activity, and associated interest and fee income, will directly impact future investment income. In addition, the level of dividends paid by portfolio companies and the portion of our portfolio debt investments on non-accrual status will directly impact future investment income. While we intend to grow our portfolio and our investment income over the long term, our growth and our operating results may be more limited during depressed economic periods. However, we intend to appropriately manage our cost structure and liquidity position based on applicable economic conditions and our investment outlook. The level of realized gains or losses and unrealized appreciation or depreciation on our investments will also fluctuate depending upon portfolio activity, economic conditions and the performance of our individual portfolio companies. The changes in realized gains and losses and unrealized appreciation or depreciation could have a material impact on our operating results.

        Because we are internally managed, we do not pay any external investment advisory fees, but instead incur the operating costs associated with employing investment and portfolio management professionals ourselves. We believe that our internally managed structure provides us with a beneficial operating expense structure when compared to other publicly traded and privately held investment firms which are externally managed, and our internally managed structure allows us the opportunity to leverage our non-interest operating expenses as we grow our Investment Portfolio. For the three months ended September 30, 2015 and 2014, the ratio of our total operating expenses, excluding interest expense, as a percentage of our quarterly average total assets was 1.3% and 1.4%, respectively, on an annualized basis. For the nine months ended September 30, 2015 and 2014, the ratio of our total operating expenses, excluding interest expense as a percentage of our quarterly average total assets was 1.4% and 1.5%, respectively, on an annualized basis and 1.4% for the year ended December 31, 2014.

        The total investment return on our shares of common stock for the nine months ended September 30, 2015 and 2014 was (6.74%) and (1.06%), respectively. Total investment return is based on the purchase of our stock at the current market price on the first day and a sale at the current market price on the last day of each period reported and assumes reinvestment of dividends at prices obtained by our dividend reinvestment plan during the period. The return does not reflect any sales load that may be paid by an investor.

        During May 2012, we entered into an investment sub-advisory agreement with HMS Adviser, LP ("HMS Adviser"), which is the investment advisor to HMS Income Fund, Inc. ("HMS Income"), a non-publicly traded BDC whose registration statement on Form N-2 was declared effective by the SEC in June 2012, to provide certain investment advisory services to HMS Adviser. In December 2013, after obtaining required no-action relief from the SEC to allow us to own a registered investment adviser, we assigned the sub-advisory agreement to the External Investment Manager since the fees received from such arrangement could otherwise have negative consequences on MSCC's ability to meet the source-of-income requirement necessary for us to maintain our RIC tax treatment. Under the investment sub-advisory agreement, the External Investment Manager is entitled to 50% of the base management fee and the incentive fees earned by HMS Adviser under its advisory agreement with HMS Income. Based upon several fee waiver agreements with HMS Income and HMS Adviser, the External Investment Manager did not begin accruing the base management fee and incentive fees, if any, until January 1, 2014. Beginning January 1, 2015, the External Investment Manager conditionally agreed to waive a limited amount of the base management fee and incentive fees otherwise earned during the year ended December 31, 2015. During the three months ended September 30, 2015 and 2014, the External Investment Manager earned $2.1 million and $0.8 million, respectively, of management fees (net of fees waived, if any) under the sub-advisory agreement with HMS Adviser. During the nine months ended September 30, 2015 and 2014, the External Investment Manager earned

S-6


Table of Contents

$5.5 million and $1.7 million, respectively, of management fees (net of fees waived, if any) under the sub-advisory agreement with HMS Adviser.

        During April 2014, we received an exemptive order from the SEC permitting co-investments by us and HMS Income in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. We have made, and in the future intend to continue to make, such co-investments with HMS Income in accordance with the conditions of the order. The order requires, among other things, that we and the External Investment Manager consider whether each such investment opportunity is appropriate for HMS Income and, if it is appropriate, to propose an allocation of the investment opportunity between us and HMS Income. Because the External Investment Manager may receive performance-based fee compensation from HMS Income, this may provide it an incentive to allocate opportunities to HMS Income instead of us.

        You should be aware that investments in our portfolio companies carry a number of risks including, but not limited to, investing in companies which may have limited operating histories and financial resources and other risks common to investing in below investment grade debt and equity investments in private, smaller companies. Please see "Risk Factors—Risks Related to Our Investments" in the accompanying prospectus for a more complete discussion of the risks involved with investing in our portfolio companies.

        Our principal executive offices are located at 1300 Post Oak Boulevard, 8th Floor, Houston, Texas 77056, and our telephone number is (713) 350-6000. We maintain a website at http://www.mainstcapital.com. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus.

Business Strategies

        Our principal investment objective is to maximize our portfolio's total return by generating current income from our debt investments and realizing capital appreciation from our equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. We have adopted the following business strategies to achieve our investment objective. Please see "Business—Business Strategies" in the accompanying prospectus for a more complete discussion of our business strategies.

S-7


Table of Contents

Investment Criteria

        Our investment team has identified the following investment criteria that it believes are important in evaluating prospective portfolio companies. Our investment team uses these criteria in evaluating investment opportunities. However, not all of these criteria have been, or will be, met in connection with each of our investments. Please see "Business—Investment Criteria" in the accompanying prospectus for a more complete discussion of our investment criteria.

Recent Developments

        During October 2015, we declared a semi-annual supplemental cash dividend of $0.275 per share payable in December 2015. This supplemental cash dividend is in addition to the previously announced regular monthly cash dividends that we declared for the fourth quarter of 2015 of $0.180 per share for each of October, November and December 2015.

        In October 2015, we led a new portfolio investment totaling $15.5 million of invested capital in Apex Linen Service, Inc. ("Apex Linen") to fund Apex Linen's near-term growth opportunities, with us funding $12.4 million of the investment. Our investment in Apex Linen included a first-lien, senior secured term debt investment and a revolving line of credit. We and our co-investor also provided a commitment for $2.5 million of additional first-lien, senior secured term debt in the near-term future upon the completion of certain conditions. In addition, we and our co-investor are providing Apex Linen a conditional commitment beyond the $2.5 million of additional first-lien, senior secured term debt for additional capital to support its future growth opportunities. Headquartered in Las Vegas, Nevada, and founded in 2010 by long-established industry experts, Apex Linen provides commercial laundry and linen services to the hotel and gaming industry in the Las Vegas metropolitan area.

        In November 2015, we declared regular monthly dividends of $0.180 per share for each month of January, February and March of 2016. These regular monthly dividends equal a total of $0.540 per share for the first quarter of 2016 and represent a 5.9% increase from the regular monthly dividends declared for the first quarter of 2015. Including the regular monthly dividends declared for the first quarter of 2016, we will have paid $16.420 per share in cumulative dividends since our October 2007 initial public offering.

        In November 2015, our Board of Directors (the "Board") increased the size of the Board from six to eight directors and appointed Brian E. Lane and Stephen B. Solcher as directors to fill the vacancies created by the increase to serve until our 2016 Annual Meeting of Stockholders. Mr. Lane was also

S-8


Table of Contents

appointed to serve on the Nominating and Corporate Governance Committee of the Board, and Mr. Solcher was also appointed to serve on the Audit Committee of the Board.

        In November 2015, our Board of Directors promoted certain senior executive officers to the following additional roles at Main Street: Dwayne L. Hyzak as President, Curtis L. Hartman as Vice Chairman, and David L. Magdol as Vice Chairman, effective immediately. Mr. Hyzak has served as our Chief Operating Officer and Senior Managing Director since November 2014; Mr. Hartman has served as our Chief Credit Officer and Senior Managing Director since 2011; and Mr. Magdol has served as our Chief Investment Officer and Senior Managing Director since 2011. In addition, Messrs. Hyzak, Hartman and Magdol also serve as members of our investment committee and have served in various executive roles at Main Street and its predecessor funds since the early 2000's. Messrs. Hyzak, Hartman and Magdol will retain their former titles in addition to the new roles and will also continue to serve as members of our investment committee. Mr. Foster, who was previously our President, will retain the title of Chief Executive Officer and the ongoing responsibilities as the principal executive officer at Main Street along with remaining Chairman of the Board.

        In November 2015, our Board of Directors approved and adopted the Main Street Capital Corporation Deferred Compensation Plan (the "Plan"). The Plan will be effective on January 1, 2016 and at such time will replace the existing Main Street Capital Corporation Deferred Compensation Plan for Non-Employee Directors. Under the Plan, non-employee directors and certain key employees may defer receipt of some or all of their cash compensation, subject to certain limitations. MSCC may also make discretionary employer contributions to the Plan. Individuals participating in the Plan receive distributions of their respective balances based on predetermined payout schedules or other events, as defined by the Plan and are also able to direct investments made on their behalf among investment alternatives permitted from time to time under the Plan, including phantom MSCC stock units.

        In November 2015, we amended our credit facility (the "Credit Facility") to, among other things, (i) reduce the interest rate on borrowings to the applicable LIBOR rate plus 1.875% (or the applicable base rate plus 0.875%) so long as we maintain an investment grade rating and satisfy certain agreed upon excess collateral and leverage requirements, (ii) extend the final maturity by one year to September 2020, with the facility available on a fully revolving basis for the entire term, and (iii) significantly increase the amount of unsecured debt we are permitted to incur, providing us additional financial flexibility in our capital structure. The amended Credit Facility includes the participation of fourteen banks with total commitments of $555.0 million and an accordion feature that allows for an increase in total commitments of up to $750.0 million from new and existing lenders on the same terms and conditions as the existing commitments. In addition to the extended maturity, we continue to maintain two, one-year extension options under the amended Credit Facility which could extend the final maturity of the facility for up to two additional years.

S-9


Table of Contents

 


The Offering

Common stock offered by us

  Up to 1,000,000 shares of our common stock.

Manner of offering

 

"At the market offering" that may be made from time to time through Goldman, Sachs & Co., Raymond James & Associates, Inc. and Robert W. Baird & Co. Incorporated, each a "Sales Agent" and, collectively, "Sales Agents," using commercially reasonable efforts. See "Plan of Distribution."

Use of proceeds

 

If we sell 1,000,000 shares of our common stock at a price of $31.44 per share (the last reported sale price of our common stock on November 23, 2015), we anticipate that our net proceeds, after deducting the sales agent commissions and estimated expenses payable by us will be approximately $30.9 million.

 

We intend to initially use the net proceeds from this offering to repay outstanding debt borrowed under our Credit Facility. However, through re-borrowing of the initial repayments under our Credit Facility, we intend to use the net proceeds from this offering to make investments in accordance with our investment objective and strategies described in this prospectus supplement and the accompanying prospectus, to make investments in marketable securities and idle funds investments, which may include investments in secured intermediate term bank debt, rated debt securities and other income producing investments, to pay our operating expenses and other cash obligations, and for general corporate purposes.

S-10


Table of Contents

 

On November 23, 2015, we had approximately $331.0 million outstanding under our Credit Facility. After the November 2015 amendment, our Credit Facility matures in September 2020, unless extended, and bears interest, at our election, on a per annum basis equal to (A)(i) the applicable LIBOR rate plus 1.875% or (ii) the applicable base rate plus 0.875% so long as we maintain an investment grade rating and satisfy certain agreed upon excess collateral and leverage requirements, (B) 0.125% higher in each case so long as we maintain an investment grade rating but not the agreed upon excess collateral and/or leverage requirements, and (C) 0.375% higher in each case so long as we do not maintain an investment grade rating. Amounts repaid under our Credit Facility will remain available for future borrowings.

 

See "Use of Proceeds" in this prospectus supplement for more information.

Dividends and distributions

 

Our dividends and other distributions, if any, will be determined by our Board of Directors from time to time.

 

Our ability to declare dividends depends on our earnings, our overall financial condition (including our liquidity position), maintenance of our RIC status and such other factors as our Board of Directors may deem relevant from time to time.

 

When we make distributions, we are required to determine the extent to which such distributions are paid out of current or accumulated earnings, recognized capital gains or capital. To the extent there is a return of capital (a distribution of the stockholders' invested capital), investors will be required to reduce their basis in our stock for federal tax purposes. In the future, our distributions may include a return of capital.

S-11


Table of Contents

Taxation

 

MSCC has elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. Accordingly, we generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we distribute to our stockholders as dividends. To maintain our qualification as a RIC for U.S. federal income tax purposes, we must meet specified source-of-income and asset diversification requirements and distribute annually at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any.

 

Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year distributions into the next tax year and pay a 4% U.S. federal excise tax on such income. Any such carryover taxable income must be distributed through a dividend declared prior to filing the final tax return related to the year which generated such taxable income. See "Material U.S. Federal Income Tax Considerations" in the accompanying prospectus.

Risk factors

 

See "Risk Factors" beginning on page 15 of the accompanying prospectus for a discussion of risks you should carefully consider before deciding to invest in shares of our common stock.

New York Stock Exchange symbol

 

"MAIN"

S-12


Table of Contents

FEES AND EXPENSES

        The following table is intended to assist you in understanding the costs and expenses that an investor in this offering will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this prospectus supplement contains a reference to fees or expenses paid by "you," "us" or "Main Street," or that "we" will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in us.

Stockholder Transaction Expenses:

       

Sales load (as a percentage of offering price)

    1.00% (1)

Offering expenses (as a percentage of offering price)

    0.80% (2)

Dividend reinvestment plan expenses

    —% (3)

Total stockholder transaction expenses (as a percentage of offering price)

    1.80 %

Annual Expenses (as a percentage of net assets attributable to common stock):

       

Operating expenses

    2.58% (4)

Interest payments on borrowed funds

    3.10% (5)

Income tax expense

    0.58% (6)

Acquired fund fees and expenses

    0.45% (7)

Total annual expenses

    6.71 %

(1)
Represents the maximum agent commission with respect to the shares of our common stock sold by us in this offering. There is no guarantee that there will be any sales of our common stock pursuant to this prospectus supplement and the accompanying prospectus.

(2)
The percentage reflects estimated offering expenses payable by us of approximately $250,000 for the estimated duration of this offering.

(3)
The expenses of administering our dividend reinvestment plan are included in operating expenses.

(4)
Operating expenses in this table represent the estimated expenses of MSCC and its consolidated subsidiaries, including the Internal Investment Manager.

(5)
Interest payments on borrowed funds represent our estimated annual interest payments on borrowed funds based on current debt levels as adjusted for projected increases (but not decreases) in debt levels over the next twelve months.

(6)
Income tax expense relates to the accrual of (a) deferred tax provision (benefit) on the net unrealized appreciation (depreciation) from portfolio investments held in Taxable Subsidiaries and (b) excise, state and other taxes. Deferred taxes are non-cash in nature and may vary significantly from period to period. We are required to include deferred taxes in calculating our annual expenses even though deferred taxes are not currently payable or receivable. Due to the variable nature of deferred tax expense, which can be a large portion of the income tax expense, and the difficulty in providing an estimate for future periods, this income tax expense estimate is based upon the actual amount of income tax expense for the year ended December 31, 2014.

(7)
Acquired fund fees and expenses represent the estimated indirect expense incurred due to investments in other investment companies and private funds.

S-13


Table of Contents

Example

        The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed we would have no additional leverage and that our annual operating expenses would remain at the levels set forth in the table above, and that you would pay a sales load of up to 1.0% (the commission to be paid by us with respect to common stock sold by us in this offering).

 
  1 Year   3 Years   5 Years   10 Years  

You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return

  $ 85   $ 214   $ 339   $ 634  

        The example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown. While the example assumes, as required by the SEC, a 5.0% annual return, our performance will vary and may result in a return greater or less than 5.0%. In addition, while the example assumes reinvestment of all dividends at net asset value, participants in our dividend reinvestment plan will receive a number of shares of our common stock, determined by dividing the total dollar amount of the dividend payable to a participant by (i) the market price per share of our common stock at the close of trading on the dividend payment date in the event that we use newly issued shares to satisfy the share requirements of the dividend reinvestment plan or (ii) the average purchase price of all shares of common stock purchased by the administrator of the dividend reinvestment plan in the event that shares are purchased in the open market to satisfy the share requirements of the dividend reinvestment plan, which may be at, above or below net asset value. See "Dividend Reinvestment Plan" in the accompanying prospectus for additional information regarding our dividend reinvestment plan.

S-14


Table of Contents


USE OF PROCEEDS

        Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be "at the market" as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange. There is no guarantee that there will be any sales of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Actual sales, if any, of our common stock under this prospectus supplement and the accompanying prospectus may be less than as set forth in this paragraph depending on, among other things, the market price of our common stock at the time of any such sale. As a result, the actual net proceeds we receive may be more or less than the amount of net proceeds estimated in this prospectus supplement. Assuming the sale of all 1,000,000 shares of common stock offered under this prospectus supplement and the accompanying prospectus at a price of $31.44 per share (the last reported sales price of our common stock on November 23, 2015), we estimate that the net proceeds of this offering will be approximately $30.9 million after deducting the estimated sales commission payable to the Sales Agent and our estimated offering expenses.

        We intend to initially use the net proceeds from this offering to repay outstanding debt borrowed under our Credit Facility. However, through re-borrowing of the initial repayments under our Credit Facility, we intend to use the net proceeds from this offering to make investments in accordance with our investment objective and strategies described in this prospectus supplement and the accompanying prospectus, to make investments in marketable securities and idle funds investments, which may include investments in secured intermediate term bank debt, rated debt securities and other income producing investments, to pay our operating expenses and other cash obligations, and for general corporate purposes. Our ability to achieve our investment objective may be limited to the extent that the net proceeds from an offering, pending full investment, are held in interest bearing deposits or other short-term instruments. See "Risk Factors—Risks Relating to Our Securities—We may be unable to invest a significant portion of the net proceeds from an offering or from exiting an investment or other capital on acceptable terms, which could harm our financial condition and operating results" in the accompanying prospectus.

        On November 23, 2015, we had approximately $331.0 million outstanding under our Credit Facility. After the November 2015 amendment, our Credit Facility matures in September 2020, unless extended, and bears interest, at our election, on a per annum basis equal to (A)(i) the applicable LIBOR rate plus 1.875% or (ii) the applicable base rate plus 0.875% so long as we maintain an investment grade rating and satisfy certain agreed upon excess collateral and leverage requirements, (B) 0.125% higher in each case so long as we maintain an investment grade rating but not the agreed upon excess collateral and/or leverage requirements, and (C) 0.375% higher in each case so long as we do not maintain an investment grade rating. Amounts repaid under our Credit Facility will remain available for future borrowings.

        Affiliates of Goldman, Sachs & Co. and Raymond James & Associates, Inc., Sales Agents in this offering, act as lenders and/or agents under our Credit Facility. As described above, we intend to use net proceeds of this offering to repay the outstanding indebtedness under this Credit Facility, and such affiliates therefore may receive a portion of the proceeds from this offering through the repayment of those borrowings. See "Plan of Distribution" below.

S-15


Table of Contents


CAPITALIZATION

        The equity distribution agreements provide that we may offer and sell up to 1,000,000 shares of our common stock from time to time through our Sales Agents for the offer and sale of such common stock. The table below assumes that we will sell all 1,000,000 shares of our common stock at a price of $31.44 per share (the last reported sales price of our common stock at November 23, 2015) but there is no guarantee that there will be any sales of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Actual sales, if any, of our common stock under this prospectus supplement and the accompanying prospectus may be less than as set forth in the table below. In addition, the price per share of any such sale may be greater or less than $31.44, depending on the market price of our common stock at the time of any such sale.

        The following table sets forth our capitalization:

        This table should be read in conjunction with "Interim Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Interim Financial Statements" in this prospectus supplement.

 
  As of September 30, 2015  
 
  Actual   As-adjusted
for this
Offering
 
 
  (Unaudited)
 
 
  (in thousands, except
shares)

 

Cash and cash equivalents

  $ 35,295   $ 35,295  

Marketable securities and idle funds investments (cost: $6,641)

    4,583     4,583  

Total cash and cash equivalents, marketable securities and idle funds investments

  $ 39,878   $ 39,878  

SBIC debentures (par: $225,000; par of $75,200 is recorded at a fair value of $73,804)

  $ 223,604   $ 223,604  

Credit facility(1)

    346,000     315,124  

4.50% Notes

    175,000     175,000  

6.125% Notes

    90,740     90,740  

Net asset value:

             

Common stock, $0.01 par value per share (150,000,000 shares authorized; 50,079,178 and 51,079,178 shares issued and outstanding, actual and as adjusted for this offering, respectively)

    500     510  

Additional paid-in capital

    998,123     1,028,989  

Accumulated net investment income, net of cumulative dividends of $382,083

    13,927     13,927  

Accumulated net realized gain from investments (accumulated net realized gain from investments of $31,284 before cumulative dividends of $62,945)

    (31,661 )   (31,661 )

Net unrealized appreciation, net of income taxes

    110,092     110,092  

Total net asset value

    1,090,981     1,121,857  

Total capitalization

  $ 1,926,325   $ 1,926,325  

(1)
As of November 23, 2015, we had approximately $331.0 million outstanding under our Credit Facility outstanding. This table has not been adjusted to reflect the changes in our outstanding borrowings under the Credit Facility subsequent to September 30, 2015.

S-16


Table of Contents


SELECTED FINANCIAL DATA

        The selected financial and other data below reflects the consolidated financial condition and the consolidated statement of operations of MSCC and its subsidiaries as of and for the years ended December 31, 2014, 2013, 2012, 2011and 2010 and as of September 30, 2015 and for the nine months ended September 30, 2015 and 2014. The selected financial data as of and for the years ended December 31, 2014, 2013, 2012, 2011 and 2010 have been derived from consolidated financial statements that have been audited by Grant Thornton LLP, an independent registered public accounting firm. The selected financial data as of September 30, 2015, and for the nine months ended September 30, 2015 and 2014, have been derived from unaudited financial data but, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary to present fairly the financial condition and operating results for such interim periods. Interim results as of and for the nine months ended September 30, 2015 and 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. You should read this selected financial and other data in conjunction with our "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Senior Securities" and the financial statements and related notes thereto in the accompanying prospectus and "Interim Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Interim Financial Statements" in this prospectus supplement.

 
  Nine Months Ended
September 30,
  Years Ended December 31,  
 
  2015   2014   2014   2013   2012   2011   2010  
 
  (Unaudited)
  (dollars in thousands)
 

Statement of operations data:

                                           

Investment income:

                                           

Total interest, fee and dividend income

  $ 120,250   $ 101,447   $ 139,939   $ 115,158   $ 88,858   $ 65,045   $ 35,645  

Interest from idle funds and other

    846     557     824     1,339     1,662     1,195     863  

Total investment income

    121,096     102,004     140,763     116,497     90,520     66,240     36,508  

Expenses:

                                           

Interest

    (23,755 )   (16,713 )   (23,589 )   (20,238 )   (15,631 )   (13,518 )   (9,058 )

Compensation

    (11,055 )   (9,115 )   (12,337 )   (8,560 )            

General and administrative

    (6,271 )   (5,279 )   (7,134 )   (4,877 )   (2,330 )   (2,483 )   (1,437 )

Share-based compensation

    (4,592 )   (3,034 )   (4,215 )   (4,210 )   (2,565 )   (2,047 )   (1,489 )

Expenses reimbursed to Internal Investment Manager

                (3,189 )   (10,669 )   (8,915 )   (5,263 )

Expenses charged to the External Investment Manager

    3,133     1,343     2,048                  

Total expenses

    (42,540 )   (32,798 )   (45,227 )   (41,074 )   (31,195 )   (26,963 )   (17,247 )

Net investment income

    78,556     69,206     95,536     75,423     59,325     39,277     19,261  

Total net realized gain (loss) from investments

    (9,037 )   10,789     23,206     7,277     16,479     2,639     (2,880 )

Total net realized loss from SBIC debentures

                (4,775 )            

Total net change in unrealized appreciation (depreciation) from investments

    21,195     17,938     (776 )   14,503     44,464     34,989     13,046  

Total net change in unrealized appreciation (depreciation) from SBIC debentures and investment in the Internal Investment Manager

    (823 )   (10,778 )   (10,931 )   4,392     (5,004 )   (6,511 )   6,593  

Income tax benefit (provision)

    7,004     (8,401 )   (6,287 )   35     (10,820 )   (6,288 )   (941 )

Bargain purchase gain

                            4,891  

Net increase in net assets resulting from operations

    96,895     78,754     100,748     96,855     104,444     64,106     39,970  

Noncontrolling interest

                    (54 )   (1,139 )   (1,226 )

Net increase in net assets resulting from operations attributable to common stock

  $ 96,895   $ 78,754   $ 100,748   $ 96,855   $ 104,390   $ 62,967   $ 38,744  

Net investment income per share—basic and diluted

  $ 1.61   $ 1.61   $ 2.20   $ 2.06   $ 2.01   $ 1.69   $ 1.16  

Net increase in net assets resulting from operations attributable to common stock per share—basic and diluted

  $ 1.99   $ 1.83   $ 2.31   $ 2.65   $ 3.53   $ 2.76   $ 2.38  

Weighted average shares outstanding—basic and diluted

    48,681,260     43,027,105     43,522,397     36,617,850     29,540,114     22,850,299     16,292,846  

S-17


Table of Contents

 
   
  As of December 31,  
 
  As of
September 30,
2015
 
 
  2014   2013   2012   2011   2010  
 
  (Unaudited)
  (dollars in thousands)
 

Balance sheet data:

                                     

Assets:

                                     

Total portfolio investments at fair value

  $ 1,867,434   $ 1,563,330   $ 1,286,188   $ 924,431   $ 658,093   $ 407,987  

Marketable securities and idle funds investments

    4,583     9,067     13,301     28,535     26,242     9,577  

Cash and cash equivalents

    35,295     60,432     34,701     63,517     42,650     22,334  

Deferred tax asset, net

                        1,958  

Interest receivable and other assets

    35,276     46,406     16,054     14,580     6,539     4,524  

Deferred financing costs, net of accumulated amortization

    12,779     14,550     9,931     5,162     4,168     2,544  

Total assets

  $ 1,955,367   $ 1,693,785   $ 1,360,175   $ 1,036,225   $ 737,692   $ 448,924  

Liabilities and net assets:

                                     

Credit facility

  $ 346,000   $ 218,000   $ 237,000   $ 132,000   $ 107,000   $ 39,000  

SBIC debentures at fair value(1)

    223,604     222,781     187,050     211,467     201,887     155,558  

4.50% Notes

    175,000     175,000                  

6.125% Notes

    90,740     90,823     90,882              

Payable for securities purchased

    5,453     14,773     27,088     20,661          

Deferred tax liability, net

    663     9,214     5,940     11,778     3,776      

Dividend payable

    9,014     7,663     6,577     5,188     2,856      

Accounts payable and other liabilities

    8,917     10,701     10,549     8,593     7,001     1,188  

Interest payable

    4,995     4,848     2,556     3,562     3,984     3,195  

Total liabilities

    864,386     753,803     567,642     393,249     326,504     198,941  

Total net asset value

    1,090,981     939,982     792,533     642,976     405,711     245,535  

Noncontrolling interest

                    5,477     4,448  

Total liabilities and net assets

  $ 1,955,367   $ 1,693,785   $ 1,360,175   $ 1,036,225   $ 737,692   $ 448,924  

Other data:

                                     

Weighted average effective yield on LMM debt investments(2)                   

    12.3 %   13.2 %   14.7 %   14.3 %   14.8 %   14.5 %

Number of LMM portfolio companies

    71     66     62     56     54     44  

Weighted average effective yield on Middle Market debt investments(2)

    8.0 %   7.8 %   7.8 %   8.0 %   9.5 %   10.5 %

Number of Middle Market portfolio companies

    86     86     92     79     57     32  

Weighted average effective yield on Private Loan debt investments(2)

    9.5 %   10.1 %   11.3 %   14.8 %        

Number of Private Loan portfolio companies

    41     31     15     9          

Expense ratios (as percentage of average net assets):

                                     

Total expenses, including income tax expense

    3.4 %(4)   5.8 %   5.8 %   8.2 %(3)   9.8 %(3)   8.8 %(3)

Operating expenses

    4.0 %(4)   5.1 %   5.8 %   6.1 %(3)   8.0 %(3)   8.3 %(3)

Operating expenses, excluding interest expense

    1.8 %(4)   2.4 %   3.0 %   3.0 %(3)   4.0 %(3)   4.0 %(3)

(1)
SBIC debentures for September 30, 2015 and December 31, 2014, 2013, 2012, 2011, 2010 are $225,000, $225,000, $200,200, $225,000, $220,000 and $180,000 at par, respectively, with par of $75,200 for September 30, 2015, December 31, 2014 and 2013, $100,000 for December 31, 2012, and $95,000 for December 31, 2011 and 2010 recorded at fair value of $73,804, $72,981, $62,050, $86,467, 76,887 and $70,558, as of September 30, 2015 and December 31, 2014, 2013, 2012, 2011, 2010, respectively.

(2)
Weighted-average effective yield is calculated based on our debt investments at the end of each period and includes amortization of deferred debt origination fees and accretion of original issue discount, but excludes liquidation fees payable upon repayment and any debt investments on non-accrual status.

(3)
Ratios are net of amounts attributable to MSC II non-controlling interest.

(4)
Not annualized.

S-18


Table of Contents


INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this prospectus supplement.

        Statements we make in the following discussion which express a belief, expectation or intention, as well as those that are not historical fact, are forward-looking statements that are subject to risks, uncertainties and assumptions. Our actual results, performance or achievements, or industry results, could differ materially from those we express in the following discussion as a result of a variety of factors, including the risks and uncertainties we have referred to under the headings "Forward-Looking Statements" in this prospectus supplement and "Cautionary Statement Concerning Forward-Looking Statements" and "Risk Factors" in the accompanying prospectus.

ORGANIZATION

        Main Street Capital Corporation ("MSCC") is a principal investment firm primarily focused on providing customized debt and equity financing to lower middle market ("LMM") companies and debt capital to middle market ("Middle Market") companies. The portfolio investments of MSCC and its consolidated subsidiaries are typically made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in diverse industry sectors. MSCC seeks to partner with entrepreneurs, business owners and management teams and generally provide "one stop" financing alternatives within its LMM portfolio. MSCC and its consolidated subsidiaries invest primarily in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States and in secured debt investments of Middle Market companies generally headquartered in the United States.

        MSCC was formed in March 2007 to operate as an internally managed business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). MSCC wholly owns several investment funds, including Main Street Mezzanine Fund, LP ("MSMF") and Main Street Capital II, LP ("MSC II" and, together with MSMF, the "Funds"), and each of their general partners. The Funds are each licensed as a Small Business Investment Company ("SBIC") by the United States Small Business Administration ("SBA"). Because MSCC is internally managed, all of the executive officers and other employees are employed by MSCC. Therefore, MSCC does not pay any external investment advisory fees but instead incurs the operating costs associated with employing investment and portfolio management professionals.

        MSC Adviser I, LLC (the "External Investment Manager") was formed in November 2013 as a wholly owned subsidiary of MSCC to provide investment management and other services to parties other than MSCC and its subsidiaries ("External Parties") and receive fee income for such services. MSCC has been granted no-action relief by the Securities and Exchange Commission ("SEC") to allow the External Investment Manager to register as a registered investment adviser ("RIA") under Investment Advisers Act of 1940, as amended (the "Advisers Act"). Since the External Investment Manager conducts all of its investment management activities for parties outside of MSCC and its consolidated subsidiaries, it is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC's consolidated financial statements.

        MSCC has elected to be treated for U.S. federal income tax purposes as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). As a result, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that it distributes to its stockholders.

        MSCC has certain direct and indirect wholly owned subsidiaries that have elected to be taxable entities (the "Taxable Subsidiaries"). The primary purpose of the Taxable Subsidiaries is to permit

S-19


Table of Contents

MSCC to hold equity investments in portfolio companies which are "pass-through" entities for tax purposes. The External Investment Manager is also a direct wholly owned subsidiary that has elected to be a taxable entity. The Taxable Subsidiaries and the External Investment Manager are each taxed at their normal corporate tax rates based on their taxable income.

        Unless otherwise noted or the context otherwise indicates, the terms "we," "us," "our" and "Main Street" refer to MSCC and its consolidated subsidiaries, which include the Funds and the Taxable Subsidiaries.

OVERVIEW

        Our principal investment objective is to maximize our portfolio's total return by generating current income from our debt investments and capital appreciation from our equity and equity related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. Our LMM companies generally have annual revenues between $10 million and $150 million, and our LMM portfolio investments generally range in size from $5 million to $50 million. Our Middle Market investments are made in businesses that are generally larger in size than our LMM portfolio companies, with annual revenues typically between $150 million and $1.5 billion, and our Middle Market investments generally range in size from $3 million to $15 million. Our private loan ("Private Loan") portfolio investments are primarily debt securities which have been originated through strategic relationships with other investment funds on a collaborative basis. Private Loan investments are typically similar in size, structure, terms and conditions to investments we hold in our LMM portfolio and Middle Market portfolio.

        Our other portfolio ("Other Portfolio") investments primarily consist of investments which are not consistent with the typical profiles for our LMM, Middle Market or Private Loan portfolio investments, including investments which may be managed by third parties. In our Other Portfolio, we may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.

        Our external asset management business is conducted through our External Investment Manager. The External Investment Manager earns management fees based on the assets of the funds under management and may earn incentive fees, or a carried interest, based on the performance of the funds managed. We have entered into an agreement to provide the External Investment Manager with asset management service support in connection with its asset management business generally, and specifically for its relationship with HMS Income Fund, Inc. ("HMS Income"). Through this agreement, we provide management and other services to the External Investment Manager, as well as access to our employees, infrastructure, business relationships, management expertise and capital raising capabilities. In the first quarter of 2014, we began charging the External Investment Manager for these services. Our total expenses for the three months ended September 30, 2015 and 2014 are net of expenses charged to the External Investment Manager of $1.1 million and $0.6 million, respectively. Our total expenses for the nine months ended September 30, 2015 and 2014 are net of expenses charged to the External Investment Manager of $3.1 million and $1.3 million, respectively. The total contribution of the External Investment Manager to our net investment income consists of the combination of the expenses charged to the External Investment Manager and dividend income from the External Investment Manager. For the three months ended September 30, 2015 and 2014, the total contribution to net investment income was $1.8 million and $0.7 million, respectively. For the nine months ended September 30, 2015 and 2014, the total contribution to net investment income was $4.7 million and $1.5 million, respectively.

        We seek to fill the financing gap for LMM businesses, which, historically, have had more limited access to financing from commercial banks and other traditional sources. The underserved nature of the LMM creates the opportunity for us to meet the financing needs of LMM companies while also

S-20


Table of Contents

negotiating favorable transaction terms and equity participations. Our ability to invest across a company's capital structure, from secured loans to equity securities, allows us to offer portfolio companies a comprehensive suite of financing options, or a "one stop" financing solution. Providing customized, "one stop" financing solutions is important to LMM portfolio companies. We generally seek to partner directly with entrepreneurs, management teams and business owners in making our investments. Our LMM portfolio debt investments are generally secured by a first lien on the assets of the portfolio company and typically have a term of between five and seven years from the original investment date. We believe that our LMM investment strategy has limited correlation to the broader debt and equity markets.

        In addition to our LMM investment strategy, we pursue investments in Middle Market companies. Our Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of interest bearing debt securities in privately held companies that are generally larger in size than the companies included in our LMM portfolio. Our Middle Market portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.

        Private Loan portfolio investments are primarily debt securities which have been originated through strategic relationships with other investment funds on a collaborative basis, and are often referred to in the debt markets as "club deals." Private Loan investments are typically similar in size, structure, terms and conditions to investments we hold in our LMM portfolio and Middle Market portfolio. Our Private Loan portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

        The following tables provide a summary of our investments in the LMM, Middle Market and Private Loan portfolios as of September 30, 2015 and December 31, 2014 (this information excludes the Other Portfolio investments and the External Investment Manager which are discussed further below):

 
  As of September 30, 2015  
 
  LMM(a)   Middle
Market
  Private
Loan
 
 
  (dollars in millions)
 

Number of portfolio companies

    71     86     41  

Fair value

  $ 856.4   $ 669.5   $ 252.4  

Cost

  $ 693.7   $ 695.2   $ 273.1  

% of portfolio at cost—debt

    70.4 %   98.5 %   94.9 %

% of portfolio at cost—equity

    29.6 %   1.5 %   5.1 %

% of debt investments at cost secured by first priority lien

    89.6 %   87.8 %   87.6 %

Weighted-average annual effective yield(b)

    12.3 %   8.0 %   9.5 %

Average EBITDA(c)

  $ 6.1   $ 97.9   $ 17.1  

(a)
At September 30, 2015, we had equity ownership in approximately 96% of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was approximately 36%.

(b)
The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of September 30, 2015, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. Weighted-average annual effective yield is higher than what an investor in shares

S-21


Table of Contents

(c)
The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted average for the Middle Market and Private Loan portfolios. These calculations exclude certain portfolio companies, including four LMM portfolio companies, one Middle Market portfolio company and eight Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.

 
  As of December 31, 2014  
 
  LMM(a)   Middle
Market
  Private
Loan
 
 
  (dollars in millions)
 

Number of portfolio companies

    66     86     31  

Fair value

  $ 733.2   $ 542.7   $ 213.0  

Cost

  $ 599.4   $ 561.8   $ 224.0  

% of portfolio at cost—debt

    71.5 %   99.8 %   95.6 %

% of portfolio at cost—equity

    28.5 %   0.2 %   4.4 %

% of debt investments at cost secured by first priority lien

    89.6 %   85.1 %   87.8 %

Weighted-average annual effective yield(b)

    13.2 %   7.8 %   10.1 %

Average EBITDA(c)

  $ 5.0   $ 77.2   $ 18.1  

(a)
At December 31, 2014, we had equity ownership in approximately 95% of our LMM portfolio companies, and our average fully diluted equity ownership in those portfolio companies was approximately 35%.

(b)
The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2014, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. Weighted-average annual effective yield is higher than what an investor in shares of our common stock will realize on its investment because it does not reflect our expenses or any sales load paid by an investor.

(c)
The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted average for the Middle Market and Private Loan portfolios. These calculations exclude certain portfolio companies, including two LMM portfolio companies, one Middle Market portfolio company and five Private Loan portfolio companies as EBITDA is not a meaningful valuation metric for Main Street's investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.

        As of September 30, 2015, we had Other Portfolio investments in seven companies, collectively totaling approximately $56.9 million in fair value and approximately $61.2 million in cost basis and which comprised approximately 3.0% of our Investment Portfolio (as defined in "—Critical Accounting Policies—Basis of Presentation" below) at fair value. As of December 31, 2014, we had Other Portfolio investments in six companies, collectively totaling approximately $58.9 million in fair value and approximately $56.2 million in cost basis and which comprised approximately 3.8% of our Investment Portfolio at fair value.

        As previously discussed, the External Investment Manager is a wholly owned subsidiary that is treated as a portfolio investment. As of September 30, 2015, there was no cost basis in this investment and the investment had a fair value of $32.3 million, which comprised 1.7% of our Investment Portfolio

S-22


Table of Contents

at fair value. As of December 31, 2014, there was no cost basis in this investment and the investment had a fair value of $15.6 million, which comprised 1.0% of our Investment Portfolio at fair value.

        Our portfolio investments are generally made through MSCC and the Funds. MSCC and the Funds share the same investment strategies and criteria, although they are subject to different regulatory regimes. An investor's return in MSCC will depend, in part, on the Funds' investment returns as they are wholly owned subsidiaries of MSCC.

        The level of new portfolio investment activity will fluctuate from period to period based upon our view of the current economic fundamentals, our ability to identify new investment opportunities that meet our investment criteria, and our ability to consummate the identified opportunities. The level of new investment activity, and associated interest and fee income, will directly impact future investment income. In addition, the level of dividends paid by portfolio companies and the portion of our portfolio debt investments on non-accrual status will directly impact future investment income. While we intend to grow our portfolio and our investment income over the long term, our growth and our operating results may be more limited during depressed economic periods. However, we intend to appropriately manage our cost structure and liquidity position based on applicable economic conditions and our investment outlook. The level of realized gains or losses and unrealized appreciation or depreciation on our investments will also fluctuate depending upon portfolio activity, economic conditions and the performance of our individual portfolio companies. The changes in realized gains and losses and unrealized appreciation or depreciation could have a material impact on our operating results.

        Because we are internally managed, we do not pay any external investment advisory fees, but instead incur the operating costs associated with employing investment and portfolio management professionals ourselves. We believe that our internally managed structure provides us with a beneficial operating expense structure when compared to other publicly traded and privately held investment firms which are externally managed, and our internally managed structure allows us the opportunity to leverage our non-interest operating expenses as we grow our Investment Portfolio. For the three months ended September 30, 2015 and 2014, the ratio of our total operating expenses, excluding interest expense, as a percentage of our quarterly average total assets was 1.3% and 1.4%, respectively, on an annualized basis. For the nine months ended September 30, 2015 and 2014, the ratio of our total operating expenses, excluding interest expense as a percentage of our quarterly average total assets was 1.4% and 1.5%, respectively, on an annualized basis and 1.4% for the year ended December 31, 2014.

        The total investment return on our shares of common stock for the nine months ended September 30, 2015 and 2014 was (6.74%) and (1.06%), respectively. Total investment return is based on the purchase of our stock at the current market price on the first day and a sale at the current market price on the last day of each period reported and assumes reinvestment of dividends at prices obtained by our dividend reinvestment plan during the period. The return does not reflect any sales load that may be paid by an investor.

        During May 2012, we entered into an investment sub-advisory agreement with HMS Adviser, LP ("HMS Adviser"), which is the investment advisor to HMS Income Fund, Inc. ("HMS Income"), a non-publicly traded BDC whose registration statement on Form N-2 was declared effective by the SEC in June 2012, to provide certain investment advisory services to HMS Adviser. In December 2013, after obtaining required no-action relief from the SEC to allow us to own a registered investment adviser, we assigned the sub-advisory agreement to the External Investment Manager since the fees received from such arrangement could otherwise have negative consequences on MSCC's ability to meet the source-of-income requirement necessary for us to maintain our RIC tax treatment. Under the investment sub-advisory agreement, the External Investment Manager is entitled to 50% of the base management fee and the incentive fees earned by HMS Adviser under its advisory agreement with HMS Income. Based upon several fee waiver agreements with HMS Income and HMS Adviser, the External Investment Manager did not begin accruing the base management fee and incentive fees, if

S-23


Table of Contents

any, until January 1, 2014. Beginning January 1, 2015, the External Investment Manager conditionally agreed to waive a limited amount of the base management fee and incentive fees otherwise earned during the year ended December 31, 2015. During the three months ended September 30, 2015 and 2014, the External Investment Manager earned $2.1 million and $0.8 million, respectively, of management fees (net of fees waived, if any) under the sub-advisory agreement with HMS Adviser. During the nine months ended September 30, 2015 and 2014, the External Investment Manager earned $5.5 million and $1.7 million, respectively, of management fees (net of fees waived, if any) under the sub-advisory agreement with HMS Adviser.

        During April 2014, we received an exemptive order from the SEC permitting co-investments by us and HMS Income in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. We have made, and in the future intend to continue to make, such co-investments with HMS Income in accordance with the conditions of the order. The order requires, among other things, that we and the External Investment Manager consider whether each such investment opportunity is appropriate for HMS Income and, if it is appropriate, to propose an allocation of the investment opportunity between us and HMS Income. Because the External Investment Manager may receive performance-based fee compensation from HMS Income, this may provide it an incentive to allocate opportunities to HMS Income instead of us.

CRITICAL ACCOUNTING POLICIES

        Our financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). For each of the periods presented herein, our consolidated financial statements include the accounts of MSCC and its consolidated subsidiaries. The Investment Portfolio, as used herein, refers to all of our investments in LMM portfolio companies, investments in Middle Market portfolio companies, Private Loan portfolio investments, Other Portfolio investments, and the investment in the External Investment Manager, but excludes all "Marketable securities and idle funds investments". "Marketable securities and idle funds investments" are classified as financial instruments and are reported separately on our consolidated balance sheets and consolidated schedules of investments due to the nature of such investments. Our results of operations for the three and nine months ended September 30, 2015 and 2014, cash flows for the nine months ended September 30, 2015 and 2014, and financial position as of September 30, 2015 and December 31, 2014, are presented on a consolidated basis. The effects of all intercompany transactions between us and our consolidated subsidiaries have been eliminated in consolidation. Certain reclassifications have been made to prior period balances to conform to the current presentation, including reclassifying the expenses charged to the External Investment Manager.

        Our accompanying unaudited consolidated financial statements are presented in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. The results of operations for the three and nine months ended September 30, 2015 and 2014 are not necessarily indicative of the operating results to be expected for the full year. Also, the unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2014. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

S-24


Table of Contents

        Under regulations pursuant to Article 6 of Regulation S-X applicable to BDCs and Accounting Standards Codification ("Codification" or "ASC") 946, Financial Services—Investment Companies ("ASC 946"), we are precluded from consolidating other entities in which we have equity investments, including those in which we have a controlling interest, unless the other entity is another investment company. An exception to this general principle in ASC 946 occurs if we hold a controlling interest in an operating company that provides all or substantially all of its services directly to us or to one of our portfolio companies. Accordingly, as noted above, our consolidated financial statements include the financial position and operating results for the Funds and the Taxable Subsidiaries. Our consolidated financial statements also include the financial position and operating results for our wholly owned operating subsidiary, Main Street Capital Partners, LLC, ("MSCP"), as the wholly owned subsidiary provides all of its services directly or indirectly to Main Street or our portfolio companies. We have determined that all of our portfolio investments do not qualify for this exception, including the investment in the External Investment Manager. Therefore, our Investment Portfolio is carried on the consolidated balance sheet at fair value with any adjustments to fair value recognized as "Net Change in Unrealized Appreciation (Depreciation)" on the consolidated statements of operations until the investment is realized, usually upon exit, resulting in any gain or loss being recognized as a "Net Realized Gain (Loss)."

        The most significant determination inherent in the preparation of our consolidated financial statements is the valuation of our Investment Portfolio and the related amounts of unrealized appreciation and depreciation. As of September 30, 2015 and December 31, 2014, our Investment Portfolio valued at fair value represented approximately 96% and 92% of our total assets, respectively. We are required to report our investments at fair value. We follow the provisions of FASB ASC 820, Fair Value Measurements and Disclosures ("ASC 820"). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. ASC 820 requires us to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact.

        Our portfolio strategy calls for us to invest primarily in illiquid debt and equity securities issued by private, LMM companies and more liquid debt securities issued by Middle Market companies that are generally larger in size than the LMM companies. We categorize some of our investments in LMM companies and Middle Market companies as Private Loan investments which are investments, generally in debt instruments, that we originate on a collaborative basis with other investment funds, and are often referred to in the debt markets as "club deals." Private Loan investments are typically similar in size, structure, terms and conditions to investments we hold in our LMM portfolio and Middle Market portfolio. Our portfolio also includes Other Portfolio investments which primarily consist of investments that are not consistent with the typical profiles for our LMM portfolio investments, Middle Market portfolio investments or Private Loan portfolio investments, including investments which may be managed by third parties. Our portfolio investments may be subject to restrictions on resale.

        LMM investments and Other Portfolio investments generally have no established trading market while Middle Market securities generally have established markets that are not active. Private Loan investments may include investments which have no established trading market or have established markets that are not active. We determine in good faith the fair value of our Investment Portfolio pursuant to a valuation policy in accordance with ASC 820 and a valuation process approved by our Board of Directors and in accordance with the 1940 Act. Our valuation policies and processes are intended to provide a consistent basis for determining the fair value of our Investment Portfolio.

S-25


Table of Contents

        For LMM portfolio investments, we generally review external events, including private mergers, sales and acquisitions involving comparable companies, and include these events in the valuation process by using an enterprise value waterfall methodology ("Waterfall") for our LMM equity investments and an income approach using a yield-to-maturity model ("Yield-to-Maturity") for our LMM debt investments. For Middle Market portfolio investments, we primarily use quoted prices in the valuation process. We determine the appropriateness of the use of third-party broker quotes, if any, in determining fair value based on our understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer, the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company and other market indices. For Middle Market and Private Loan portfolio investments in debt securities for which we have determined that third-party quotes or other independent pricing are not available or appropriate, we generally estimate the fair value based on the assumptions that we believe hypothetical market participants would use to value the investment in a current hypothetical sale using the Yield-to-Maturity valuation method. For our Other Portfolio equity investments, we generally calculate the fair value of the investment primarily based on the net asset value ("NAV") of the fund. All of the valuation approaches for our portfolio investments estimate the value of the investment as if we were to sell, or exit, the investment as of the measurement date.

        These valuation approaches consider the value associated with our ability to control the capital structure of the portfolio company, as well as the timing of a potential exit. For valuation purposes, "control" portfolio investments are composed of debt and equity securities in companies for which we have a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company's board of directors. For valuation purposes, "non-control" portfolio investments are generally composed of debt and equity securities in companies for which we do not have a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company's board of directors.

        Under the Waterfall valuation method, we estimate the enterprise value of a portfolio company using a combination of market and income approaches or other appropriate valuation methods, such as considering recent transactions in the equity securities of the portfolio company or third-party valuations of the portfolio company, and then perform a waterfall calculation by using the enterprise value over the portfolio company's securities in order of their preference relative to one another. The enterprise value is the fair value at which an enterprise could be sold in a transaction between two willing parties, other than through a forced or liquidation sale. Typically, private companies are bought and sold based on multiples of EBITDA, cash flows, net income, revenues, or in limited cases, book value. There is no single methodology for estimating enterprise value. For any one portfolio company, enterprise value is generally described as a range of values from which a single estimate of enterprise value is derived. In estimating the enterprise value of a portfolio company, we analyze various factors including the portfolio company's historical and projected financial results. The operating results of a portfolio company may include unaudited, projected, budgeted or pro forma financial information and may require adjustments for non-recurring items or to normalize the operating results that may require significant judgment in our determination. In addition, projecting future financial results requires significant judgment regarding future growth assumptions. In evaluating the operating results, we also analyze the impact of exposure to litigation, loss of customers or other contingencies. After determining the appropriate enterprise value, we allocate the enterprise value to investments in order of the legal priority of the various components of the portfolio company's capital structure. In applying the Waterfall valuation method, we assume the loans are paid off at the principal amount in a change in control transaction and are not assumed by the buyer, which we believe is consistent with our past transaction history and standard industry practices.

        Under the Yield-to-Maturity valuation method, we use the income approach to determine the fair value of debt securities, based on projections of the discounted future free cash flows that the debt

S-26


Table of Contents

security will likely generate, including analyzing the discounted cash flows of interest and principal amounts for the debt security, as set forth in the associated loan agreements, as well as the financial position and credit risk of each of these portfolio investments. Our estimate of the expected repayment date of our debt securities is generally the legal maturity date of the instrument, as we generally intend to hold our loans and debt securities to maturity. The Yield-to-Maturity analysis considers changes in leverage levels, credit quality, portfolio company performance and other factors. We will use the value determined by the Yield-to-Maturity analysis as the fair value for that security; however, because of our general intent to hold our loans to maturity, the fair value will not exceed the principal amount of the debt security valued using the Yield-to-Maturity valuation method. A change in the assumptions that we use to estimate the fair value of our debt securities using the Yield-to-Maturity valuation method could have a material impact on the determination of fair value. If there is deterioration in credit quality or if a debt security is in workout status, we may consider other factors in determining the fair value of the debt security, including the value attributable to the debt security from the enterprise value of the portfolio company or the proceeds that would most likely be received in a liquidation analysis.

        Under the NAV valuation method, for an investment in an investment fund that does not have a readily determinable fair value, we measure the fair value of the investment predominately based on the NAV of the investment fund as of the measurement date. However, in determining the fair value of the investment, we may consider whether adjustments to the NAV are necessary in certain circumstances, based on the analysis of any restrictions on redemption of our investment as of the measurement date, recent actual sales or redemptions of interests in the investment fund, and expected future cash flows available to equity holders, including the rate of return on those cash flows compared to an implied market return on equity required by market participants, or other uncertainties surrounding our ability to realize the full NAV of our interests in the investment fund.

        Pursuant to our internal valuation process and the requirements under the 1940 Act, we perform valuation procedures on our portfolio investments quarterly. In addition to our internal valuation process, in determining the estimates of fair value for our investments in LMM portfolio companies, we, among other things, consult with a nationally recognized independent financial advisory services firm. The nationally recognized independent financial advisory services firm analyzes and provides observations and recommendations regarding our determinations of the fair value of our LMM portfolio company investments. The nationally recognized independent financial advisory services firm is generally consulted relative to our investments in each LMM portfolio company at least once in every calendar year, and for our investments in new LMM portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, we may determine that it is not cost-effective, and as a result is not in our stockholders' best interest, to consult with the nationally recognized independent financial advisory services firm on our investments in one or more LMM portfolio companies. Such instances include, but are not limited to, situations where the fair value of our investment in a LMM portfolio company is determined to be insignificant relative to the total Investment Portfolio. We consulted with our independent financial advisory services firm in arriving at our determination of fair value on our investments in a total of 44 LMM portfolio companies for the nine months ended September 30, 2015, representing approximately 75% of the total LMM portfolio at fair value as of September 30, 2015, and on a total of 42 LMM portfolio companies for the nine months ended September 30, 2014, representing approximately 74% of the total LMM portfolio at fair value as of September 30, 2014. Excluding our investments in new LMM portfolio companies which have not been in the Investment Portfolio for at least twelve months subsequent to the initial investment as of September 30, 2015 and 2014, as applicable, and our investments in the LMM portfolio companies that were not reviewed because their equity is publicly traded, the percentage of the LMM portfolio reviewed by our independent financial advisory services firm for the nine months ended September 30, 2015 and 2014 was 82% and 83% of the total LMM portfolio at fair value as of September 30, 2015 and 2014, respectively.

S-27


Table of Contents

        For valuation purposes, all of our Middle Market portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, we use observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. For Middle Market portfolio investments for which we have determined that third-party quotes or other independent pricing are not available or appropriate, we generally estimate the fair value based on the assumptions that we believe hypothetical market participants would use to value such Middle Market debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Middle Market equity investments in a current hypothetical sale using the Waterfall valuation method. We do not generally consult with any financial advisory services firms in connection with determining the fair value of our Middle Market debt investments.

        For valuation purposes, all of our Private Loan portfolio investments are non-control investments. For Private Loan portfolio investments for which we have determined that third-party quotes or other independent pricing are not available or appropriate, we generally estimate the fair value based on the assumptions that we believe hypothetical market participants would use to value such Private Loan debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Private Loan equity investments in a current hypothetical sale using the Waterfall valuation method. The nationally recognized independent financial advisory services firm analyzes and provides observations and recommendations regarding our determinations of the fair value of our Private Loan portfolio company investments.

        For valuation purposes, all of our Other Portfolio investments are non-control investments. Our Other Portfolio investments comprised approximately 3.0% and 3.8%, respectively, of our Investment Portfolio at fair value as of September 30, 2015 and December 31, 2014. Similar to the LMM investment portfolio, market quotations for Other Portfolio equity investments are generally not readily available. For our Other Portfolio equity investments, we generally determine the fair value of our investments using the NAV valuation method. For Other Portfolio debt investments, we generally determine the fair value of these investments through obtaining third-party quotes or other independent pricing to the extent that these inputs are available and appropriate to determine fair value. For Other Portfolio debt investments for which we have determined that third-party quotes or other independent pricing are not available or appropriate, we generally estimate the fair value based on the assumptions that we believe hypothetical market participants would use to value such Other Portfolio debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method.

        For valuation purposes, our investment in the External Investment Manager is a control investment. Market quotations are not readily available for this investment, and as a result, we determine the fair value of the External Investment Manager using the Waterfall valuation method under the market approach. In estimating the enterprise value, we analyze various factors, including the entity's historical and projected financial results, as well as its size, marketability and performance relative to the population of market comparables. This valuation approach estimates the value of the investment as if we were to sell, or exit, the investment. In addition, we consider the value associated with our ability to control the capital structure of the company, as well as the timing of a potential exit.

        Due to the inherent uncertainty in the valuation process, our determination of fair value for our Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. We determine the fair value of each individual investment and record changes in fair value as unrealized appreciation or depreciation.

S-28


Table of Contents

        Our Board of Directors has the final responsibility for overseeing, reviewing and approving, in good faith, our determination of the fair value for our Investment Portfolio and our valuation procedures, consistent with 1940 Act requirements. We believe our Investment Portfolio as of September 30, 2015 and December 31, 2014 approximates fair value as of those dates based on the markets in which we operate and other conditions in existence on those reporting dates.

        We record interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. In accordance with our valuation policies, we evaluate accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service all of its debt or other obligations, we will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security's status significantly improves regarding the debtor's ability to service the debt or other obligations, or if a loan or debt security is fully impaired, sold or written off, we remove it from non-accrual status.

        We may periodically provide services, including structuring and advisory services, to our portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are deferred and accreted into interest income over the life of the financing.

        We hold certain debt and preferred equity instruments in our Investment Portfolio that contain payment-in-kind ("PIK") interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though we may not have collected the PIK interest and cumulative dividends in cash. We stop accruing PIK interest and cumulative dividends and write off any accrued and uncollected interest and dividends in arrears when we determine that such PIK interest and dividends in arrears are no longer collectible. For the three months ended September 30, 2015 and 2014, (i) approximately 2.2% and 2.5%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 1.2% and 1.8%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash. For the nine months ended September 30, 2015 and 2014, (i) approximately 2.1% and 3.9%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 1.0% and 1.4%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash.

S-29


Table of Contents

        We account for our share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.

        MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC's taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its investment company taxable income to qualify for pass-through tax treatment and maintain its RIC status. As part of maintaining RIC status, undistributed taxable income (subject to a 4% U.S Federal excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared prior to the filing of the U.S federal income tax return for the applicable fiscal year.

        The Taxable Subsidiaries hold certain portfolio investments for us. The Taxable Subsidiaries permit us to hold equity investments in portfolio companies which are "pass-through" entities for tax purposes and to continue to comply with the "source-income" requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with us for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in our consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to temporary book and tax timing differences and permanent differences. This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in our consolidated financial statements.

        MSCC's wholly owned subsidiary MSCP is included in our consolidated financial statements for financing reporting purposes. For tax purposes, MSCP has elected to be treated as a taxable entity, and therefore is not consolidated with MSCC for income tax purposes and is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. The taxable income, or loss, of MSCP may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in our consolidated financial statements.

        The Taxable Subsidiaries and MSCP use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

        Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

S-30


Table of Contents

INVESTMENT PORTFOLIO COMPOSITION

        Our LMM portfolio investments primarily consist of secured debt, equity warrants and direct equity investments in privately held, LMM companies based in the United States. Our LMM portfolio companies generally have annual revenues between $10 million and $150 million, and our LMM investments generally range in size from $5 million to $50 million. The LMM debt investments are typically secured by either a first or second priority lien on the assets of the portfolio company, generally bear interest at fixed rates, and generally have a term of between five and seven years from the original investment date. In most LMM portfolio companies, we receive nominally priced equity warrants and/or make direct equity investments in connection with a debt investment.

        Our Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of interest-bearing debt securities in privately held companies based in the United States that are generally larger in size than the companies included in our LMM portfolio. Our Middle Market portfolio companies generally have annual revenues between $150 million and $1.5 billion, and our Middle Market investments generally range in size from $3 million to $15 million. Our Middle Market portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

        Our Private Loan portfolio investments are primarily debt securities which have been originated through strategic relationships with other investment funds on a collaborative basis, and are often referred to in the debt markets as "club deals." Private Loan investments are typically similar in size, structure, terms and conditions to investments we hold in our LMM portfolio and Middle Market portfolio. Our Private Loan portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

        Our Other Portfolio investments primarily consist of investments which are not consistent with the typical profiles for LMM, Middle Market and Private Loan portfolio investments, including investments which may be managed by third parties. In the Other Portfolio, we may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.

        Our external asset management business is conducted through our External Investment Manager. We have entered into an agreement to provide the External Investment Manager with asset management service support in connection with its asset management business generally, and specifically for its relationship with HMS Income Fund, Inc. ("HMS Income"). Through this agreement, we provide management and other services to the External Investment Manager, as well as access to our employees, infrastructure, business relationships, management expertise and capital raising capabilities. In the first quarter of 2014, we began charging the External Investment Manager for these services. Our total expenses for the three months ended September 30, 2015 and 2014 are net of expenses charged to the External Investment Manager of $1.1 million and $0.6 million, respectively. Our total expenses for the nine months ended September 30, 2015 and 2014 are net of expenses charged to the External Investment Manager of $3.1 million and $1.3 million, respectively. The External Investment Manager earns management fees based on the assets of the funds under management and may earn incentive fees, or a carried interest, based on the performance of the funds managed.

        The following tables summarize the composition of our total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at cost and fair value by type of investment as a percentage of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments as of September 30, 2015

S-31


Table of Contents

and December 31, 2014 (this information excludes the Other Portfolio investments and the External Investment Manager).

Cost:
  September 30,
2015
  December 31,
2014
 

First lien debt

    76.1 %   75.7 %

Equity

    12.6 %   11.6 %

Second lien debt

    9.0 %   10.0 %

Equity warrants

    1.3 %   1.5 %

Other

    1.0 %   1.2 %

    100.0 %   100.0 %

 

Fair Value:
  September 30,
2015
  December 31,
2014
 

First lien debt

    67.3 %   66.9 %

Equity

    23.0 %   21.9 %

Second lien debt

    8.2 %   9.2 %

Equity warrants

    0.8 %   1.0 %

Other

    0.7 %   1.0 %

    100.0 %   100.0 %

        Our LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments carry a number of risks including: (1) investing in companies which may have limited operating histories and financial resources; (2) holding investments that generally are not publicly traded and which may be subject to legal and other restrictions on resale; and (3) other risks common to investing in below investment grade debt and equity investments in our Investment Portfolio. Please see "Risk Factors—Risks Related to Our Investments" contained in our Form 10-K for the fiscal year ended December 31, 2014 and "Risk Factors" below for a more complete discussion of the risks involved with investing in our Investment Portfolio.

PORTFOLIO ASSET QUALITY

        We utilize an internally developed investment rating system to rate the performance of each LMM portfolio company and to monitor our expected level of returns on each of our LMM investments in relation to our expectations for the portfolio company. The investment rating system takes into consideration various factors, including each investment's expected level of returns and the collectability of our debt investments, comparisons to competitors and other industry participants and the portfolio company's future outlook.

S-32


Table of Contents

        The following table shows the distribution of our LMM portfolio investments on the 1 to 5 investment rating scale at fair value as of September 30, 2015 and December 31, 2014:

 
  As of September 30, 2015   As of December 31, 2014  
Investment Rating
  Investments at
Fair Value
  Percentage of
Total Portfolio
  Investments at
Fair Value
  Percentage of
Total Portfolio
 
 
  (in thousands, except percentages)
 

1

  $ 308,947     36.1 % $ 287,693     39.2 %

2

    149,100     17.4 %   133,266     18.2 %

3

    280,574     32.8 %   239,100     32.6 %

4

    117,500     13.7 %   61,475     8.4 %

5

    250     0.0 %   11,657     1.6 %

Total

  $ 856,371     100.0 % $ 733,191     100.0 %

        Based upon our investment rating system, the weighted-average rating of our LMM portfolio was approximately 2.2 as of both September 30, 2015 and December 31, 2014.

        As of September 30, 2015, our total Investment Portfolio had four investments on non-accrual status, which included one fully-impaired debt investment and comprised approximately 0.2% of its fair value and 3.0% of our cost. As of December 31, 2014, our total Investment Portfolio had five investments with positive fair value on non-accrual status, which comprised approximately 1.7% of its fair value and 4.7% of its cost.

        The operating results of our portfolio companies are impacted by changes in the broader fundamentals of the United States economy. In the event that the United States economy contracts, it is likely that the financial results of small-to mid-sized companies, like those in which we invest, could experience deterioration or limited growth from current levels, which could ultimately lead to difficulty in meeting their debt service requirements and an increase in defaults. Consequently, we can provide no assurance that the performance of certain portfolio companies will not be negatively impacted by economic cycles or other conditions, which could also have a negative impact on our future results.

S-33


Table of Contents

DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

 
  Three Months Ended
September 30,
  Net Change  
 
  2015   2014   Amount   %  
 
  (in thousands)
 

Total investment income

  $ 42,608   $ 36,351   $ 6,257     17 %

Total expenses

    (14,747 )   (11,464 )   (3,283 )   29 %

Net investment income

    27,861     24,887     2,974     12 %

Net realized gain (loss) from investments

    (1,343 )   15,710     (17,053 )      

Net change in net unrealized appreciation (depreciation) from:

                         

Portfolio investments

    (8,389 )   (6,891 )   (1,498 )      

SBIC debentures and marketable securities and idle funds

    (698 )   (9,175 )   8,477        

Total net change in net unrealized appreciation (depreciation)

    (9,087 )   (16,066 )   6,979        

Income tax benefit (provision)

    3,237     (2,962 )   6,199        

Net increase in net assets resulting from operations

  $ 20,668   $ 21,569   $ (901 )   (4 )%

 

 
  Three Months Ended
September 30,
  Net Change  
 
  2015   2014   Amount   %  
 
  (in thousands, except per share
amounts)

 

Net investment income

  $ 27,861   $ 24,887   $ 2,974     12 %

Share-based compensation expense

    1,651     1,208     443     37 %

Distributable net investment income(a)

  $ 29,512   $ 26,095   $ 3,417     13 %

Distributable net investment income per share—Basic and diluted(a)

  $ 0.59   $ 0.58   $ 0.01     2 %

(a)
Distributable net investment income is net investment income as determined in accordance with U.S. GAAP, excluding the impact of share-based compensation expense which is non-cash in nature. We believe presenting distributable net investment income and related per share amounts is useful and appropriate supplemental disclosure of information for analyzing our financial performance since share-based compensation does not require settlement in cash. However, distributable net investment income is a non-U.S. GAAP measure and should not be considered as a replacement to net investment income and other earnings measures presented in accordance with U.S. GAAP. Instead, distributable net investment income should be reviewed only in connection with such U.S. GAAP measures in analyzing our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment income is presented in the table above.

        For the three months ended September 30, 2015, total investment income was $42.6 million, a 17% increase over the $36.4 million of total investment income for the corresponding period of 2014. This comparable period increase was principally attributable to (i) a $6.5 million increase in interest income primarily from higher average levels of portfolio debt investments and (ii) a $1.0 million increase in dividend income from Investment Portfolio equity investments, with these increases partially offset by a $1.4 million decrease in fee income. The $6.3 million increase in total investment income in the three months ended September 30, 2015 includes a $1.1 million net decrease in investment income related to

S-34


Table of Contents

accelerated prepayment and repricing activity and other one-time fees for certain Investment Portfolio debt investments and a decrease of $0.4 million related to unusual dividend income activity during the period when compared to the same period in 2014.

        For the three months ended September 30, 2015, total expenses increased to $14.7 million from $11.5 million for the corresponding period of 2014. This comparable period increase in operating expenses was principally attributable to (i) a $2.3 million increase in interest expense, primarily as a result of the issuance of our 4.50% Notes due 2019 (the "4.50% Notes") in November 2014, (ii) a $0.7 million increase in compensation expense related to increases in the number of personnel, base compensation levels and incentive compensation accruals, (iii) a $0.4 million increase in share-based compensation expense, and (iv) a $0.3 million increase in general and other administrative expenses, with these increases partially offset by a $0.5 million increase in the expenses charged to the External Investment Manager (see further discussion in "Overview"), in each case when compared to the prior year. For the three months ended September 30, 2015, the ratio of our total operating expenses, excluding interest expense, as a percentage of our quarterly average total assets was 1.3% on an annualized basis, compared to 1.4% on an annualized basis for the three months ended September 30, 2014 and 1.4% for the year ended December 31, 2014.

        For the three months ended September 30, 2015, distributable net investment income increased 13% to $29.5 million, or $0.59 per share, compared with $26.1 million, or $0.58 per share, in the corresponding period of 2014. The increase in distributable net investment income was primarily due to the higher level of total investment income, partially offset by higher operating expenses as discussed above. Distributable net investment income on a per share basis for the three months ended September 30, 2015 reflects (i) a decrease of approximately $0.03 per share from the comparable period in 2014 attributable to the net decrease in the comparable levels of accelerated prepayment and repricing activity for certain Investment Portfolio debt investments, (ii) a decrease of approximately $0.01 per share attributable to the change in the unusual dividend income as discussed above and (iii) a greater number of average shares outstanding compared to the corresponding period in 2014 primarily due to the March 2015 equity offering.

        Net investment income for the three months ended September 30, 2015 was $27.9 million, or a 12% increase, compared to net investment income of $24.9 million for the corresponding period of 2014. The increase in net investment income was principally attributable to the increase in total investment income, partially offset by higher operating expenses as discussed above.

        The net increase in net assets resulting from operations during the three months ended September 30, 2015 was $20.7 million, or $0.41 per share, compared with $21.6 million, or $0.48 per share, during the three months ended September 30, 2014. This decrease from the prior year period was primarily the result of a $17.1 million change in the net realized gain/loss from investments from a net realized gain of $15.7 million during the three months ended September 30, 2014 to a net realized loss of $1.3 million for the three months ended September 30, 2015, partially offset by (i) a $3.0 million increase in net investment income as discussed above, (ii) a $7.0 million improvement in the net change in unrealized depreciation to net unrealized depreciation of $9.1 million for the three months ended September 30, 2015, and (iii) a $6.2 million change in the income tax benefit/provision from the prior year period to an income tax benefit of $3.2 million for the three months ended September 30, 2015.

S-35


Table of Contents

The net realized loss of $1.3 million for the three months ended September 30, 2015 was primarily the result of the net realized losses on the restructure of a Private Loan investment of $6.0 million and on the exits of Marketable securities and idle funds investments of $1.1 million, partially offset by the net realized gain on the exit of a LMM investment of $6.0 million.

        The following table provides a summary of the total net change in unrealized depreciation of $9.1 million for the three months ended September 30, 2015:

 
  Three Months Ended September 30, 2015  
 
  LMM(a)   Middle Market   Private Loan   Other(b)   Total  
 
  (dollars in millions)
 

Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized gains/(losses) recognized during period

  $ (5.7 ) $ (0.3 ) $ 5.4   $ (0.1 ) $ (0.7 )

Net unrealized appreciation (depreciation) relating to portfolio investments

    17.0     (15.6 )   (8.3 )   (0.7 )   (7.6 )

Total net unrealized appreciation (depreciation) relating to portfolio investments

  $ 11.3   $ (15.9 ) $ (2.9 ) $ (0.8 ) $ (8.3 )

Net unrealized depreciation relating to marketable securities

                            (0.7 )

Unrealized depreciation relating to SBIC debentures(c)

                            (0.1 )

Total net unrealized depreciation

                          $ (9.1 )

(a)
LMM includes unrealized appreciation on 18 LMM portfolio investments and unrealized depreciation on 10 LMM portfolio investments.

(b)
Other includes $2.4 million of unrealized appreciation relating to the External Investment Manager, offset by $3.1 million of net unrealized depreciation relating to the Other Portfolio.

(c)
Relates to unrealized depreciation on the SBIC debentures held by MSC II which are accounted for on a fair value basis.

        The income tax benefit for the three months ended September 30, 2015 of $3.2 million principally consisted of (i) a deferred tax benefit of $2.7 million, which is primarily the result of the net activity relating to our portfolio investments held in our Taxable Subsidiaries, including changes in net operating loss carryforwards, changes in net unrealized appreciation/depreciation and other temporary book tax differences, and an other current tax benefit of $0.5 million, which is primarily related to a $0.7 million benefit for U.S. federal income, state and other taxes, partially offset by $0.2 million in excise taxes.

S-36


Table of Contents

 
  Nine Months Ended
September 30,
  Net Change  
 
  2015   2014   Amount   %  
 
  (in thousands)
 

Total investment income

  $ 121,096   $ 102,004   $ 19,092     19 %

Total expenses

    (42,540 )   (32,798 )   (9,742 )   30 %

Net investment income

    78,556     69,206     9,350     14 %

Net realized gain (loss) from investments

    (9,037 )   10,789     (19,826 )   (184 )%

Net change in net unrealized appreciation (depreciation) from:

                         

Portfolio investments

    21,716     17,018     4,698        

SBIC debentures and marketable securities and idle funds

    (1,344 )   (9,858 )   8,514        

Total net change in net unrealized appreciation (depreciation)

    20,372     7,160     13,212        

Income tax benefit (provision)

    7,004     (8,401 )   15,405        

Net increase in net assets resulting from operations

  $ 96,895   $ 78,754   $ 18,141     23 %

 

 
  Nine Months Ended
September 30,
  Net Change  
 
  2015   2014   Amount   %  
 
  (in thousands, except per share
amounts)

 

Net investment income

  $ 78,556   $ 69,206   $ 9,350     14 %

Share-based compensation expense

    4,592     3,034     1,558     51 %

Distributable net investment income(a)

    83,148     72,240     10,908     15 %

Distributable net investment income per share—Basic and diluted(a)

  $ 1.71   $ 1.68   $ 0.03     2 %

(a)
Distributable net investment income is net investment income as determined in accordance with U.S. GAAP, excluding the impact of share based compensation expense which is non cash in nature. We believe presenting distributable net investment income and related per share amounts is useful and appropriate supplemental disclosure of information for analyzing our financial performance since share based compensation does not require settlement in cash. However, distributable net investment income is a non U.S. GAAP measure and should not be considered as a replacement to net investment income and other earnings measures presented in accordance with U.S. GAAP. Instead, distributable net investment income should be reviewed only in connection with such U.S. GAAP measures in analyzing our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment income is presented in the table above.

        For the nine months ended September 30, 2015, total investment income was $121.1 million, a 19% increase over the $102.0 million of total investment income for the corresponding period of 2014. This comparable period increase was principally attributable to (i) a $15.7 million increase in interest income primarily related to $17.6 million of interest income from higher average levels of portfolio debt investments, (ii) a $1.2 million increase in fee income and (iii) a $1.9 million increase in dividend income from Investment Portfolio equity investments. The $19.1 million increase in total investment income in the nine months ended September 30, 2015 includes a decrease of $1.5 million of total investment income related to higher accelerated prepayment and repricing activity and other one-time

S-37


Table of Contents

fees for certain Investment Portfolio debt investments when compared to the same period in 2014, which such decrease consisting of a decrease in interest income of $1.8 million relating to accelerated prepayments or repricing activity, partially offset by an increase in fee income of $0.3 million relating to such activity and other one-time transactions, and a decrease of $0.9 million related to unusual dividend income activity during the period when compared to the same period in 2014.

        For the nine months ended September 30, 2015, total expenses increased to $42.5 million from $32.8 million for the corresponding period of 2014. This comparable period increase in operating expenses was principally attributable to (i) a $7.0 million increase in interest expense, primarily as a result of the issuance of our 4.50% Notes in November 2014 when compared to the prior year period, (ii) a $1.9 million increase in compensation expense related to increases in the number of personnel, base compensation levels and incentive compensation accruals, (iii) a $1.6 million increase in share-based compensation expense and (iv) a $1.0 million increase in general and other administrative expenses, with these increases partially offset by a $1.8 million increase in the expenses charged to the External Investment Manager (see further discussion in "Overview"), in each case when compared to the prior year. For the nine months ended September 30, 2015, the ratio of our total operating expenses, excluding interest expense, as a percentage of our quarterly average total assets was 1.4% on an annualized basis, compared to 1.5% on an annualized basis for the nine months ended September 30, 2014 and 1.4% for the year ended December 31, 2014.

        For the nine months ended September 30, 2015, distributable net investment income increased 15% to $83.1 million, or $1.71 per share, compared with $72.2 million, or $1.68 per share, in the corresponding period of 2014. The increase in distributable net investment income was primarily due to the higher level of total investment income, partially offset by higher operating expenses as discussed above. Distributable net investment income on a per share basis for the nine months ended September 30, 2015 reflects (i) a decrease of approximately $0.04 per share from the comparable period in 2014 attributable to the net decrease in the comparable levels of accelerated prepayment and repricing activity for certain Investment Portfolio debt investments as discussed above, (ii) a decrease of approximately $0.02 per share attributable to the change in the unusual dividend income as discussed above and (iii) a greater number of average shares outstanding compared to the corresponding period in 2014 primarily due to the April 2014 and March 2015 equity offerings.

        Net investment income for the nine months ended September 30, 2015 was $78.6 million, or a 14% increase, compared to net investment income of $69.2 million for the corresponding period of 2014. The increase in net investment income was principally attributable to the increase in total investment income, partially offset by higher operating expenses as discussed above.

        The net increase in net assets resulting from operations during the nine months ended September 30, 2015 was $96.9 million, or $1.99 per share, compared with $78.8 million, or $1.83 per share, during the nine months ended September 30, 2014. This increase from the prior year period was primarily the result of (i) a $9.4 million increase in net investment income as discussed above and (ii) a $13.2 million increase in net change in unrealized appreciation to net unrealized appreciation of $20.4 million for the nine months ended September 30, 2015 and (iii) a $15.4 million change in the income tax benefit/provision from the prior year period to an income tax benefit of $7.0 million for the nine months ended September 30, 2015, with these changes partially offset by a $19.8 million change in

S-38


Table of Contents

the net realized gain/loss from investments from a net realized gain of $10.8 million during the nine months ended September 30, 2014 to a net realized loss of $9.0 million for the nine months ended September 30, 2015. The net realized loss of $9.0 million for the nine months ended September 30, 2015 was primarily the result of the net realized losses on the restructure of two Middle Market investments of $9.1 million and of a Private Loan investment of $6.0 million, the exit of Private Loan investment of $4.7 million and exits of several Marketable securities and idle funds investments of $1.1 million, partially offset by the net realized gains on two exits of LMM investments totaling $9.3 million and from an Other Portfolio investment of $2.5 million.

        The following table provides a summary of the total net change in unrealized appreciation of $20.4 million for the nine months ended September 30, 2015:

 
  Nine Months Ended September 30, 2015  
 
  LMM(a)   MM   PL   Other(b)   Total  
 
  (dollars in millions)
 

Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains)/losses recognized during period

  $ (8.6 ) $ 7.3   $ 7.4   $ (2.6 ) $ 3.5  

Net unrealized appreciation (depreciation) relating to portfolio investments

    37.5     (13.9 )   (17.6 )   12.2     18.2  

Total net unrealized appreciation (depreciation) relating to portfolio investments

  $ 28.9   $ (6.6 ) $ (10.2 ) $ 9.6   $ 21.7  

Net unrealized depreciation relating to marketable securities

                            (0.5 )

Unrealized depreciation relating to SBIC debentures(c)

                            (0.8 )

Total net unrealized appreciation

                          $ 20.4  

(a)
LMM includes unrealized appreciation on 36 LMM portfolio investments and unrealized depreciation on 18 LMM portfolio investments.

(b)
Other includes $16.7 million of unrealized appreciation relating to the External Investment Manager, offset by $4.5 million of net unrealized depreciation relating to the Other Portfolio.

(c)
Relates to unrealized depreciation on the SBIC debentures held by MSC II which are accounted for on a fair value basis.

        The income tax benefit for the nine months ended September 30, 2015 of $7.0 million principally consisted of a deferred tax benefit of $8.5 million, which is primarily the result of the net activity relating to our portfolio investments held in our Taxable Subsidiaries including changes in net operating loss carryforwards, changes in net unrealized appreciation/depreciation and temporary book tax differences, partially offset by other current taxes of $1.5 million, which includes $0.8 million related to accruals for U.S. federal income, state and other taxes and $0.7 million for excise taxes.

        For the nine months ended September 30, 2015, we experienced a net decrease in cash and cash equivalents in the amount of $25.1 million, which is the net result of $203.5 million of cash used for our operating activities and $178.4 million of cash provided by financing activities.

        During the period, we used $203.5 million of cash for our operating activities, which resulted primarily from (i) cash flows we generated from the operating profits earned through our operating

S-39


Table of Contents

activities totaling $74.8 million, which is our $83.1 million of distributable net investment income, excluding the non-cash effects of the accretion of unearned income of $6.5 million, payment-in-kind interest income of $2.5 million, cumulative dividends of $1.2 million and the amortization expense for deferred financing costs of $1.9 million, (ii) cash uses totaling $736.6 million which primarily resulted from (a) the funding of new portfolio company investments and settlement of accruals for portfolio investments existing as of December 31, 2014, which together total $727.1 million, (b) the funding of new Marketable securities and idle funds investments and settlement of accruals for Marketable securities and idle funds investments existing as of December 31, 2014, which together total $4.5 million, (c) $2.9 million related to decreases in payables and accruals and (d) increases in other assets of $2.1 million, and (iii) cash proceeds totaling $458.3 million from (a) $451.2 million in cash proceeds from the repayments of debt investments and sales of equity investments and (b) $7.1 million of cash proceeds from the sale of Marketable securities and idle funds investments.

        During the nine months ended September 30, 2015, $178.4 million in cash was provided by financing activities, which principally consisted of (i) $127.8 million in net cash proceeds from a public equity offering in March 2015 and (ii) $128.0 million in net cash proceeds from the Credit Facility, partially offset by (iii) $75.5 million in cash dividends paid to stockholders and (iv) $1.7 million for the purchase of vested restricted stock from employees to satisfy their tax withholding requirements and (v) $0.2 million for payment of deferred loan costs, SBIC debenture fees and other costs.

        As of September 30, 2015, we had $35.3 million in cash and cash equivalents, $4.6 million in Marketable securities and idle funds investments and $251.5 million of unused capacity under the Credit Facility, which we maintain to support our investment and operating activities. As of September 30, 2015, our net asset value totaled $1,091.0 million, or $21.79 per share.

        The Credit Facility provides for commitments from a diversified group of fifteen lenders, matures in September 2019 and was amended during April 2015 to increase the total commitments from $572.5 million to $597.5 million and increase the accordion feature of the Credit Facility from $650.0 million to $750.0 million. The accordion feature allows us to increase the total commitments under the facility from new and existing lenders on the same terms and conditions as the existing commitments.

        Borrowings under the Credit Facility bear interest, subject to our election, on a per annum basis equal to (i) the applicable LIBOR rate (0.20% as of September 30, 2015) plus 2.00%, as long as we maintain an investment grade rating (or 2.25% if we do not maintain an investment grade rating) or (ii) the applicable base rate (Prime Rate of 3.25% as of September 30, 2015) plus 1.00%, as long as we maintain an investment grade rating (or 1.25% if we do not maintain an investment grade rating). We pay unused commitment fees of 0.25% per annum on the unused lender commitments under the Credit Facility. The Credit Facility is secured by a first lien on the assets of MSCC and its subsidiaries, excluding the equity ownership or assets of the Funds and the External Investment Manager. The Credit Facility contains certain affirmative and negative covenants, including: (i) maintaining a minimum availability of at least 10% of the borrowing base, (ii) maintaining an interest coverage ratio of at least 2.0 to 1.0, (iii) maintaining an asset coverage ratio of at least 1.5 to 1.0, and (iv) maintaining a minimum tangible net worth. The Credit Facility is provided on a revolving basis through its final maturity date in September 2019, and contains two, one-year extension options which could extend the final maturity by up to two years, subject to certain conditions, including lender approval. As of September 30, 2015, we had $346.0 million in borrowings outstanding under the Credit Facility, the interest rate on the Credit Facility was 2.2% and we were in compliance with all financial covenants of the Credit Facility. During the three months ended September 30, 2015, the average interest rate on the Credit Facility was 2.2%.

S-40


Table of Contents

        Due to each of the Funds' status as a licensed SBIC, we have the ability to issue, through the Funds, debentures guaranteed by the SBA at favorable interest rates. Under the regulations applicable to SBIC funds, an SBIC can have outstanding debentures guaranteed by the SBA subject to a regulatory leverage limit, up to a regulatory maximum amount of debentures of $225.0 million. Debentures guaranteed by the SBA have fixed interest rates that equal prevailing 10-year Treasury Note rates plus a market spread and have a maturity of ten years with interest payable semi-annually. The principal amount of the debentures is not required to be paid before maturity, but may be pre-paid at any time with no prepayment penalty. On September 30, 2015, through our two wholly owned SBICs, we had $225.0 million of outstanding SBIC debentures guaranteed by the SBA, which bear a weighted average annual fixed interest rate of approximately 4.2%, paid semi-annually, and mature ten years from issuance. The first maturity related to our SBIC debentures does not occur until 2017, and the remaining weighted average duration is approximately 5.8 years as of September 30, 2015.

        In April 2013, we issued $92.0 million, including the underwriters' full exercise of their over-allotment option, in aggregate principal amount of the 6.125% Notes. The 6.125% Notes are unsecured obligations and rank pari passu with our current and future senior unsecured indebtedness; senior to any of our future indebtedness that expressly provides it is subordinated to the 6.125% Notes; effectively subordinated to all of our existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under our Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation, the indebtedness of the Funds. The 6.125% Notes mature on April 1, 2023, and may be redeemed in whole or in part at any time or from time to time at our option on or after April 1, 2018. We may from time to time repurchase 6.125% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of September 30, 2015, the outstanding balance of the 6.125% Notes was $90.7 million.

        The indenture governing the 6.125% Notes (the "6.125% Notes Indenture") contains certain covenants, including covenants requiring our compliance with (regardless of whether we are subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring us to provide financial information to the holders of the 6.125% Notes and the Trustee if we cease to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the 6.125% Notes Indenture.

        In November 2014, we issued $175.0 million in aggregate principal amount of the 4.50% Notes at an issue price of 99.53%. The 4.50% Notes are unsecured obligations and rank pari passu with our current and future senior unsecured indebtedness; senior to any of our future indebtedness that expressly provides it is subordinated to the 4.50% Notes; effectively subordinated to all of our existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under our Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation, the indebtedness of the Funds. The 4.50% Notes mature on December 1, 2019, and may be redeemed in whole or in part at any time at our option subject to certain make whole provisions. The 4.50% Notes bear interest at a rate of 4.50% per year payable semi-annually on June 1 and December 1 of each year, beginning June 1, 2015. We may from time to time repurchase 4.50% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of September 30, 2015, the outstanding balance of the 4.50% Notes was $175.0 million.

        The indenture governing the 4.50% Notes (the "4.50% Notes Indenture") contains certain covenants, including covenants requiring our compliance with (regardless of whether we are subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring us to provide financial information to the holders of the 4.50%

S-41


Table of Contents

Notes and the Trustee if we cease to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the 4.50% Notes Indenture.

        During April 2014, we completed a follow-on public equity offering of 4,600,000 shares of common stock, including the underwriters' full exercise of their option to purchase 600,000 additional shares, at a price to the public of $31.50 per share, resulting in total net proceeds, including exercise of the underwriters' option to purchase additional shares and after deducting underwriting discounts and estimated offering expenses payable by us, of approximately $139.7 million.

        During March 2015, we completed a follow-on public equity offering of 4,370,000 shares of common stock, including the underwriters' full exercise of their option to purchase 570,000 additional shares, resulting in total net proceeds, including exercise of the underwriters' option to purchase additional shares and after deducting underwriting discounts and estimated offering expenses payable by us, of approximately $127.8 million.

        We anticipate that we will continue to fund our investment activities through existing cash and cash equivalents, the liquidation of Marketable securities and idle funds investments, and a combination of future debt and equity capital. Our primary uses of funds will be investments in portfolio companies, operating expenses and cash distributions to holders of our common stock.

        We periodically invest excess cash balances into Marketable securities and idle funds investments. The primary investment objective of Marketable securities and idle funds investments is to generate incremental cash returns on excess cash balances prior to utilizing those funds for investment in our LMM, Middle Market and Private Loan portfolio investments. Marketable securities and idle funds investments generally consist of debt investments, independently rated debt investments, certificates of deposit with financial institutions, diversified bond funds and publicly traded debt and equity investments. The composition of Marketable securities and idle funds investments will vary in a given period based upon, among other things, changes in market conditions, the underlying fundamentals in our Marketable securities and idle funds investments, our outlook regarding future LMM, Middle Market and Private Loan portfolio investment needs, and any regulatory requirements applicable to us.

        If our common stock trades below our net asset value per share, we will generally not be able to issue additional common stock at the market price unless our stockholders approve such a sale and our Board of Directors makes certain determinations. We did not seek stockholder authorization to sell shares of our common stock below the then current net asset value per share of our common stock at our 2015 annual meeting of stockholders because our common stock price per share had been trading significantly above the current net asset value per share of our common stock. We would therefore need future approval from our stockholders to issue shares below the then current net asset value per share.

        In order to satisfy the Code requirements applicable to a RIC, we intend to distribute to our stockholders, after consideration and application of our ability under the Code to spillover certain excess undistributed taxable income from one tax year into the next tax year, substantially all of our taxable income. In addition, as a BDC, we generally are required to meet a coverage ratio of total assets to total senior securities, which include borrowings and any preferred stock we may issue in the future, of at least 200%. This requirement limits the amount that we may borrow. In January 2008, we received an exemptive order from the SEC to exclude SBA guaranteed debt securities issued by MSMF and any other wholly owned subsidiaries of ours which operate as SBICs from the asset coverage requirements of the 1940 Act as applicable to us, which, in turn, enables us to fund more investments with debt capital.

        Although we have been able to secure access to additional liquidity, including recent public equity and debt offerings, our $597.5 million Credit Facility, and the available leverage through the SBIC

S-42


Table of Contents

program, there is no assurance that debt or equity capital will be available to us in the future on favorable terms, or at all.

        In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-9 supersedes the revenue recognition requirements under ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the ASC. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Under the new guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The new guidance will significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. Additionally, the guidance requires improved disclosures as to the nature, amount, timing and uncertainty of revenue that is recognized. The FASB tentatively decided to defer the effective date of the new revenue standard for public entities under U.S. GAAP for one year. If finalized, the new guidance will be effective for the annual reporting period beginning after December 15, 2017, including interim periods within that reporting period. Early adoption would be permitted for annual reporting periods beginning after December 15, 2016. We are currently evaluating the impact the adoption of this new accounting standard will have on our financial statements.

        In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The impact of the adoption of this new accounting standard on our consolidated financial statements is currently being evaluated.

        In May 2015, the FASB issued ASU 2015-07, Fair Value Measurements—Disclosures for Certain Entities that Calculate Net Asset Value per Share. This amendment updates guidance intended to eliminate the diversity in practice surrounding how investments measured at net asset value under the practical expedient with future redemption dates have been categorized in the fair value hierarchy. Under the updated guidance, investments for which fair value is measured at net asset value per share using the practical expedient should no longer be categorized in the fair value hierarchy, while investments for which fair value is measured at net asset value per share but the practical expedient is not applied should continue to be categorized in the fair value hierarchy. The updated guidance requires retrospective adoption for all periods presented and is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. The impact of the adoption of this new accounting standard on our consolidated financial statements is currently being evaluated.

        From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by us as of the specified effective date. We believe that the impact of recently issued standards and any that are not yet effective will not have a material impact on our financial statements upon adoption.

S-43


Table of Contents

        Inflation has not had a significant effect on our results of operations in any of the reporting periods presented herein. However, our portfolio companies have experienced, and may in the future experience, the impacts of inflation on their operating results, including periodic escalations in their costs for labor, raw materials and third party services and required energy consumption.

        We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. At September 30, 2015, we had a total of $140.8 million in outstanding commitments comprised of (i) 25 investments with commitments to fund revolving loans that had not been fully drawn or term loans with additional commitments not yet funded and (ii) eight investments with capital commitments that had not been fully called.

        As of September 30, 2015, the future fixed commitments for cash payments in connection with our SBIC debentures and the 4.50% Notes and the 6.125% Notes for each of the next five years and thereafter are as follows:

 
  2015   2016   2017   2018   2019   2020 and
thereafter
  Total  
 
  (dollars in thousands)
 

SBIC debentures

  $   $   $ 15,000   $ 10,200   $ 20,000   $ 179,800     225,000  

Interest due on SBIC debentures

        9,446     9,423     8,130     7,807     17,601     52,407  

Notes 6.125%

                        90,740     90,740  

Interest due on 6.125% Notes

    1,388     5,558     5,558     5,558     5,558     19,453     43,073  

4.50% Notes

                    175,000         175,000  

Interest due on 4.50% Notes

    3,938     7,875     7,875     7,875     7,875         35,438  

Total

  $ 5,326   $ 22,879   $ 37,856   $ 31,763   $ 216,240   $ 307,594     621,658  

        As of September 30, 2015, we had $346.0 million in borrowings outstanding under our Credit Facility, and the Credit Facility is currently scheduled to mature in September 2019. The Credit Facility contains two, one-year extension options which could extend the maturity to September 2021. See further discussion of the Credit Facility terms in "—Liquidity and Capital Resources—Capital Resources".

        As discussed further above, the External Investment Manager is treated as a wholly owned portfolio company of MSCC and is included as part of our Investment Portfolio. At September 30, 2015, we had a receivable of $2.3 million due from the External Investment Manager which included approximately $1.7 million primarily related to operating expenses incurred by us required to support the External Investment Manager's business, along with dividends declared but not paid by the External Investment Manager of approximately $0.6 million.

        In June 2013, we adopted a deferred compensation plan for the non-employee members of our board of directors, which allows the directors at their option to defer all or a portion of the fees paid for their services as directors and have such deferred fees paid in shares of our common stock within 90 days after the participant's end of service as a director. As of September 30, 2015, $1.0 million of directors' fees had been deferred under this plan. These deferred fees represented 32,190 shares of our common shares. These shares will not be issued or included as outstanding on the consolidated statement of changes in net assets until each applicable participant's end of service as a director, but are included in operating expenses and weighted-average shares outstanding on our consolidated statement of operations as earned.

S-44


Table of Contents


PLAN OF DISTRIBUTION

        We have entered into separate equity distribution agreements, each dated November 24, 2015, with each of Goldman, Sachs & Co., Raymond James & Associates, Inc. and Robert W. Baird & Co. Incorporated, under which each will act as our sales agent (each, a "Sales Agent" and, collectively, the "Sales Agents") in connection with the offer and sale of shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Upon written instructions from us, a Sales Agent will use its commercially reasonable efforts consistent with its sales and trading practices to sell, as our sales agent, our common stock under the terms and subject to the conditions set forth in the respective equity distribution agreement. We will instruct each Sales Agent as to the amount of common stock to be sold by it. We may instruct the Sales Agent not to sell common stock if the sales cannot be effected at or above the price designated by us in any instruction. We or the Sales Agent may suspend the offering of shares of common stock upon proper notice and subject to other conditions.

        Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be "at the market," as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE or similar securities exchange or sales made to or through a market maker other than on an exchange at prices related to the prevailing market prices or at negotiated prices.

        The Sales Agent will provide written confirmation of a sale to us no later than the opening of the trading day on the NYSE following each trading day in which shares of our common stock are sold under the equity distribution agreement. Each confirmation will include the number of shares of common stock sold on the preceding day, the net proceeds to us and the compensation payable by us to the Sales Agent in connection with the sales.

        Under the terms of the equity distribution agreements, Goldman, Sachs & Co., Raymond James & Associates, Inc. and Robert W. Baird & Co. Incorporated will be entitled to compensation equal to up to 1.0% of the gross sales price of shares of our common stock sold through it as Sales Agent. We estimate that the total expenses for the offering, excluding compensation payable to the Sales Agents under the terms of each equity distribution agreement, will be approximately $250,000 (which includes up to $7,500 per fiscal quarter in reimbursement of the Sales Agents' aggregate reasonable legal fees and expenses of counsel).

        Settlement for sales of shares of common stock will occur on the third trading day following the date on which such sales are made, or on some other date that is agreed upon by us and the Sales Agent in connection with a particular transaction, in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

        Under the terms of the equity distribution agreements, we also may sell shares of our common stock to the Sales Agents as principal for their own accounts at a price agreed upon at the time of sale. The Sales Agents may offer the common stock sold to them as principals from time to time through public or private transactions at market prices prevailing at the time of sale, at fixed prices, at negotiated prices, at various prices determined at the time of sale or at prices related to prevailing market prices. If we sell shares to a Sales Agent as principal, we will enter into a separate terms agreement with the applicable Sales Agent, setting forth the terms of such transaction, and we will describe the agreement in a separate prospectus supplement.

        We will report at least quarterly the number of shares of our common stock sold through the Sales Agents under the equity distribution agreements and the net proceeds to us.

        In connection with the sale of the common stock on our behalf, the Sales Agents may be deemed to be an "underwriter" within the meaning of the Securities Act, and the compensation of the Sales Agent may be deemed to be underwriting commissions or discounts. We have agreed to provide

S-45


Table of Contents

indemnification and contribution to the Sales Agents with respect to certain civil liabilities, including liabilities under the Securities Act.

        The offering of our shares of common stock pursuant to the equity distribution agreement will terminate upon the earlier of (i) the sale of all common stock subject to the equity distribution agreement or (ii) the termination of the equity distribution agreements as permitted therein.

Conflicts of Interest

        Affiliates of Goldman, Sachs & Co. and Raymond James & Associates, Inc., Sales Agents in this offering, act as lenders and/or agents under our Credit Facility. Certain of the net proceeds from the sale of our common stock, not including selling compensation, may be paid to such affiliates of Goldman, Sachs & Co. and Raymond James & Associates, Inc. in connection with the repayment of debt owed under our Credit Facility. As a result, Goldman, Sachs & Co. and Raymond James & Associates, Inc. and/or their affiliates may receive more than 5% of the net proceeds of this offering, not including selling compensation.

        The Sales Agents and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. The Sales Agents and/or their affiliates from time to time provide and may in the future provide investment banking, commercial banking and financial advisory services to us, for which they have received and may receive customary compensation.

        In the ordinary course of their various business activities, the Sales Agents and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively traded securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to our assets, securities and/or instruments (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The Sales Agents and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments. In addition, the Sales Agents and/or their affiliates may from time to time refer investment banking clients to us as potential portfolio investments. If we invest in those clients, we may utilize net proceeds from this offering to fund such investments, and the referring Sales Agent or its affiliate may receive placement fees from its client in connection with such financing, which placement fees may be paid out of the amount funded by us.

        The addresses of the Sales Agents are: Goldman, Sachs & Co., 200 West Street, New York, NY 10282; Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Florida 33716; and Robert W. Baird & Co. Incorporated, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

S-46


Table of Contents


LEGAL MATTERS

        Certain legal matters regarding the shares of common stock offered hereby will be passed upon for us by Sutherland Asbill & Brennan LLP, Washington D.C., and certain legal matters in connection with this offering will be passed upon for the Sales Agents by Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York.


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        The audited consolidated financial statements, financial highlights, Schedule 12 14 and the schedule of Senior Securities of Main Street Capital Corporation, included in this prospectus have been so included in reliance upon the reports of Grant Thornton LLP, independent registered public accountants, as stated in their reports appearing herein. Grant Thornton LLP's principal business address is 175 W. Jackson Blvd., 20th Floor, Chicago, Illinois 60604.


AVAILABLE INFORMATION

        We have filed with the SEC a universal shelf registration statement on Form N-2, together with all amendments and related exhibits, under the Securities Act, with respect to our shares of common stock offered by this prospectus supplement. The registration statement contains additional information about us and our shares of common stock being offered by this prospectus supplement.

        We file with or submit to the SEC annual, quarterly and current reports, proxy statements and other information meeting the informational requirements of the Securities Exchange Act of 1934. You may inspect and copy these reports, proxy statements and other information, as well as the registration statement and related exhibits and schedules, at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information filed electronically by us with the SEC, which are available on the SEC's website at www.sec.gov. Copies of these reports, proxy and information statements and other information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC's Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549.

S-47


Table of Contents


INTERIM FINANCIAL STATEMENTS

        


MAIN STREET CAPITAL CORPORATION

Consolidated Balance Sheets

(in thousands, except shares and per share amounts)

 
  September 30,
2015
  December 31,
2014
 
 
  (Unaudited)
   
 

ASSETS

             

Portfolio investments at fair value:

   
 
   
 
 

Control investments (cost: $402,302 and $342,847 as of September 30, 2015 and December 31, 2014, respectively)

  $ 568,025   $ 469,846  

Affiliate investments (cost: $312,016 and $266,243 as of September 30, 2015 and December 31, 2014, respectively)

    322,497     278,675  

Non-Control/Non-Affiliate investments (cost: $1,008,980 and $832,312 as of September 30, 2015 and December 31, 2014, respectively)

    976,912     814,809  

Total portfolio investments (cost: $1,723,298 and $1,441,402 as of September 30, 2015 and December 31, 2014, respectively)

    1,867,434     1,563,330  

Marketable securities and idle funds investments (cost: $6,641 and $10,604 as of September 30, 2015 and December 31, 2014, respectively)

    4,583     9,067  

Total investments (cost: $1,729,939 and $1,452,006 as of September 30, 2015 and December 31, 2014, respectively)

    1,872,017     1,572,397  

Cash and cash equivalents

   
35,295
   
60,432
 

Interest receivable and other assets

    27,031     23,273  

Receivable for securities sold

    8,245     23,133  

Deferred financing costs (net of accumulated amortization of $8,324 and $6,462 as of September 30, 2015 and December 31, 2014, respectively)

    12,779     14,550  

Total assets

  $ 1,955,367   $ 1,693,785  

LIABILITIES

             

Credit facility

 
$

346,000
 
$

218,000
 

SBIC debentures (par: $225,000 as of September 30, 2015 and December 31, 2014, par of $75,200 is recorded at a fair value of $73,804 and $72,981 as of September 30, 2015 and December 31, 2014, respectively)

    223,604     222,781  

4.50% Notes

    175,000     175,000  

6.125% Notes

    90,740     90,823  

Payable for securities purchased

    5,453     14,773  

Deferred tax liability, net

    663     9,214  

Dividend payable

    9,014     7,663  

Accounts payable and other liabilities

    8,917     10,701  

Interest payable

    4,995     4,848  

Total liabilities

    864,386     753,803  

Commitments and contingencies (Note M)

   
 
   
 
 

NET ASSETS

   
 
   
 
 

Common stock, $0.01 par value per share (150,000,000 shares authorized; 50,079,178 and 45,079,150 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively)

   
500
   
451
 

Additional paid-in capital

    998,123     853,606  

Accumulated net investment income, net of cumulative dividends of $382,083 and $293,789 as of September 30, 2015 and December 31, 2014, respectively

    13,927     23,665  

Accumulated net realized gain from investments (accumulated net realized gain from investments of $31,284 before cumulative dividends of $62,945 as of September 30, 2015 and accumulated net realized gain from investments of $40,321 before cumulative dividends of $60,777 as of December 31, 2014)

    (31,661 )   (20,456 )

Net unrealized appreciation, net of income taxes

    110,092     82,716  

Total net assets

    1,090,981     939,982  

Total liabilities and net assets

  $ 1,955,367   $ 1,693,785  

NET ASSET VALUE PER SHARE

  $ 21.79   $ 20.85  

   

The accompanying notes are an integral part of these financial statements

S-48


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Operations

(in thousands, except shares and per share amounts)

(Unaudited)

 
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2015   2014   2015   2014  

INVESTMENT INCOME:

                         

Interest, fee and dividend income:

                         

Control investments

  $ 13,437   $ 9,705   $ 36,264   $ 29,547  

Affiliate investments

    6,852     6,687     19,862     18,412  

Non-Control/Non-Affiliate investments

    22,090     19,839     64,124     53,488  

Interest, fee and dividend income

    42,379     36,231     120,250     101,447  

Interest, fee and dividend income from marketable securities and idle funds investments

    229     120     846     557  

Total investment income

    42,608     36,351     121,096     102,004  

EXPENSES:

                         

Interest

    (8,302 )   (5,954 )   (23,755 )   (16,713 )

Compensation

    (3,727 )   (3,047 )   (11,055 )   (9,115 )

General and administrative

    (2,212 )   (1,871 )   (6,271 )   (5,279 )

Share-based compensation

    (1,651 )   (1,208 )   (4,592 )   (3,034 )

Expenses charged to the External Investment Manager

    1,145     616     3,133     1,343  

Total expenses

    (14,747 )   (11,464 )   (42,540 )   (32,798 )

NET INVESTMENT INCOME

    27,861     24,887     78,556     69,206  

NET REALIZED GAIN (LOSS):

   
 
   
 
   
 
   
 
 

Control investments

            3,324      

Affiliate investments

    5,964     14,737     5,827     8,159  

Non-Control/Non-Affiliate investments

    (6,195 )   962     (16,836 )   2,634  

Marketable securities and idle funds investments

    (1,112 )   11     (1,352 )   (4 )

Total net realized gain (loss)

    (1,343 )   15,710     (9,037 )   10,789  

NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION):

                         

Portfolio investments

    (8,389 )   (6,891 )   21,716     17,018  

Marketable securities and idle funds investments

    (648 )   (426 )   (521 )   920  

SBIC debentures

    (50 )   (8,749 )   (823 )   (10,778 )

Total net change in unrealized appreciation (depreciation)            

    (9,087 )   (16,066 )   20,372     7,160  

INCOME TAXES:

                         

Federal and state income, excise and other taxes

    495     (960 )   (1,547 )   (1,758 )

Deferred taxes

    2,742     (2,002 )   8,551     (6,643 )

Income tax benefit (provision)

    3,237     (2,962 )   7,004     (8,401 )

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

  $ 20,668   $ 21,569   $ 96,895   $ 78,754  

NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED

  $ 0.56   $ 0.55   $ 1.61   $ 1.61  

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED

  $ 0.41   $ 0.48   $ 1.99   $ 1.83  

DIVIDENDS PAID PER SHARE:

                         

Regular monthly dividends

  $ 0.525   $ 0.495   $ 1.560   $ 1.485  

Supplemental dividends

            0.275     0.275  

Total dividends

  $ 0.525   $ 0.495   $ 1.835   $ 1.760  

WEIGHTED AVERAGE SHARES OUTSTANDING—BASIC AND DILUTED

    50,036,776     44,910,756     48,681,260     43,027,105  

   

The accompanying notes are an integral part of these financial statements

S-49


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Changes in Net Assets

(in thousands, except shares)

(Unaudited)

 
  Common Stock    
   
  Accumulated
Net Realized
Gain From
Investments,
Net of Dividends
  Net Unrealized
Appreciation from
Investments,
Net of Income
Taxes
   
 
 
   
  Accumulated
Net Investment
Income, Net
of Dividends
   
 
 
  Number of
Shares
  Par
Value
  Additional
Paid-In
Capital
  Total Net
Asset Value
 

Balances at December 31, 2013

    39,852,604   $ 398   $ 694,981   $ 22,778   $ (26,334 ) $ 100,710   $ 792,533  

Public offering of common stock, net of offering costs

   
4,600,000
   
46
   
139,651
   
   
   
   
139,697
 

Share-based compensation

            3,034                 3,034  

Purchase of vested stock for employee payroll tax withholding

    (46,507 )       (1,481 )               (1,481 )

Dividend reinvestment

    333,657     3     10,842                 10,845  

Amortization of directors' deferred compensation

            229                 229  

Issuance of restricted stock

    241,578     2     (2 )                

Tax benefit related to vesting of restricted shares

            542                 542  

Forfeited shares of terminated employees

    (36,138 )                        

Dividends to stockholders

                (63,098 )   (13,549 )       (76,647 )

Net increase (loss) resulting from operations

                69,206     10,789     (1,241 )   78,754  

Balances at September 30, 2014

    44,945,194   $ 449   $ 847,796   $ 28,886   $ (29,094 ) $ 99,469   $ 947,506  

Balances at December 31, 2014

    45,079,150   $ 451   $ 853,606   $ 23,665   $ (20,456 ) $ 82,716   $ 939,982  

Public offering of common stock, net of offering costs

   
4,370,000
   
44
   
127,720
   
   
   
   
127,764
 

Share-based compensation

            4,592                 4,592  

Purchase of vested stock for employee payroll tax withholding

    (54,840 )   (1 )   (1,739 )               (1,740 )

Dividend reinvestment

    444,957     4     13,654                 13,658  

Amortization of directors' deferred compensation

            292                 292  

Issuance of restricted stock

    240,074     2     (2 )                

Forfeited shares of terminated employees

    (163 )                        

Dividends to stockholders

                (88,294 )   (2,168 )       (90,462 )

Net increase (loss) resulting from operations

                78,556     (9,037 )   27,376     96,895  

Balances at September 30, 2015

    50,079,178   $ 500   $ 998,123   $ 13,927   $ (31,661 ) $ 110,092   $ 1,090,981  

   

The accompanying notes are an integral part of these financial statements

S-50


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

 
  Nine Months Ended
September 30,
 
 
  2015   2014  

CASH FLOWS FROM OPERATING ACTIVITIES

             

Net increase in net assets resulting from operations

  $ 96,895   $ 78,754  

Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:

             

Investments in portfolio companies

    (727,099 )   (637,843 )

Proceeds from sales and repayments of debt investments in portfolio companies

    421,933     396,557  

Proceeds from sales and return of capital of equity investments in portfolio companies

    29,289     26,117  

Investments in marketable securities and idle funds investments

    (4,483 )   (17,704 )

Proceeds from sales and repayments of marketable securities and idle funds investments

    7,094     22,747  

Net change in net unrealized appreciation

    (20,372 )   (7,160 )

Net realized (gain) loss

    9,037     (10,789 )

Accretion of unearned income

    (6,474 )   (8,167 )

Payment-in-kind interest

    (2,485 )   (3,947 )

Cumulative dividends

    (1,242 )   (1,422 )

Share-based compensation expense

    4,592     3,034  

Amortization of deferred financing costs

    1,899     1,184  

Deferred taxes

    (8,551 )   6,643  

Changes in other assets and liabilities:

             

Interest receivable and other assets

    (3,493 )   (4,480 )

Interest payable

    147     (171 )

Accounts payable and other liabilities

    (1,618 )   (1,584 )

Deferred fees and other

    1,438     1,457  

Net cash used in operating activities

    (203,493 )   (156,774 )

CASH FLOWS FROM FINANCING ACTIVITIES

   
 
   
 
 

Proceeds from public offering of common stock, net of offering costs

    127,764     139,697  

Dividends paid

    (75,453 )   (64,739 )

Proceeds from issuance of SBIC debentures

        24,800  

Proceeds from credit facility

    473,000     353,000  

Repayments on credit facility

    (345,000 )   (303,000 )

Payment of deferred loan costs and SBIC debenture fees

    (132 )   (1,880 )

Purchase of vested stock for employee payroll tax withholding

    (1,740 )   (1,481 )

Other

    (83 )    

Net cash provided by financing activities

    178,356     146,397  

Net decrease in cash and cash equivalents

    (25,137 )   (10,377 )

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

    60,432     34,701  

CASH AND CASH EQUIVALENTS AT END OF PERIOD

  $ 35,295   $ 24,324  

Supplemental cash flow disclosures:

             

Interest paid

  $ 21,708   $ 15,701  

Taxes paid

  $ 2,504   $ 3,656  

Non-cash financing activities:

             

Shares issued pursuant to the DRIP

  $ 13,658   $ 10,845  

   

The accompanying notes are an integral part of these financial statements

S-51


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Control Investments(5)

 

 

 

 

                   

                           

Access Media Holdings, LLC(10)

 

Private Cable Operator

 

 

                   

     

5.00% Current / 5.00% PIK Secured Debt (Maturity—October 22, 2018)

    21,284     21,284     18,784  

     

Preferred Member Units (12% cumulative)

          3,201     3,201  

     

Member Units (3,307,545 units)

          1      

                  24,486     21,985  

                           

ASC Interests, LLC

 

Recreational and Educational Shooting Facility

 

 

                   

     

11% Secured Debt (Maturity—July 31, 2018)

    2,750     2,715     2,750  

     

Member Units (1,500 units)(8)

          1,500     2,230  

                  4,215     4,980  

                           

Bond-Coat, Inc.

 

Casing and Tubing Coating Services

 

 

                   

     

12% Secured Debt (Maturity—December 28, 2017)

    11,596     11,513     11,596  

     

Common Stock (57,508 shares)

          6,350     10,210  

                  17,863     21,806  

                           

Café Brazil, LLC

 

Casual Restaurant Group

 

 

                   

     

Member Units (1,233 units)(8)

          1,742     7,330  

                           

CBT Nuggets, LLC

 

Produces and Sells IT Training Certification Videos

 

 

                   

     

Member Units (416 units)(8)

          1,300     38,890  

                           

Ceres Management, LLC (Lambs Tire & Automotive)

 

Aftermarket Automotive Services Chain

 

 

                   

     

14% Secured Debt (Maturity—May 31, 2018)

    8,070     8,070     8,070  

     

Member Units (5,460 units)

          5,273     4,420  

     

9.5% Secured Debt (Lamb's Real Estate Investment I, LLC) (Maturity—October 1, 2025)

    931     931     931  

     

Member Units (Lamb's Real Estate Investment I, LLC) (1,000 units)(8)

          625     1,240  

                  14,899     14,661  

                           

CMS Minerals LLC

 

Oil & Gas Exploration & Production

 

 

                   

     

Preferred Member Units (458 units)(8)

          3,246     7,193  

S-52


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Datacom, LLC

 

Technology and Telecommunications Provider

 

 

                   

     

10.5% Secured Debt (Maturity—May 31, 2019)

    11,205     11,117     11,117  

     

Class A Preferred Member Units (13,154 units)(8)

          1,137     1,137  

     

Class B Preferred Member Units (6,453 units)

          6,030     5,570  

                  18,284     17,824  

                           

Garreco, LLC

 

Manufacturer and Supplier of Dental Products

 

 

                   

     

14% Secured Debt (Maturity—January 12, 2018)

    5,800     5,733     5,733  

     

Member Units (1,200 units)(8)

          1,200     1,470  

                  6,933     7,203  

                           

GRT Rubber Technologies LLC

 

Manufacturer of Engineered Rubber Products

 

 

                   

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—December 19, 2019)(9)

    16,331     16,189     16,189  

     

Member Units (5,879 units)(8)

          13,065     13,065  

                  29,254     29,254  

                           

Gulf Manufacturing, LLC

 

Manufacturer of Specialty Fabricated Industrial Piping Products

 

 

                   

     

9% PIK Secured Debt (Ashland Capital IX, LLC) (Maturity—June 30, 2017)

    777     777     777  

     

Member Units (438 units)(8)

          2,980     15,130  

                  3,757     15,907  

                           

Harrison Hydra-Gen, Ltd.

 

Manufacturer of Hydraulic Generators

 

 

                   

     

12% Secured Debt (Maturity—December 4, 2015)

    5,010     5,010     5,010  

     

Preferred Stock (8% cumulative)(8)

          1,336     1,336  

     

Common Stock (107,456 shares)

          718     2,300  

                  7,064     8,646  

                           

Hawthorne Customs and Dispatch Services, LLC

 

Facilitator of Import Logistics, Brokerage, and Warehousing

 

 

                   

     

Member Units (500 units)(8)

          589     580  

     

Member Units (Wallisville Real Estate, LLC) (588,210 units)(8)

          1,215     2,220  

                  1,804     2,800  

                           

S-53


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

HW Temps LLC

 

Temporary Staffing Solutions

 

 

                   

     

LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (Maturity July 2, 2020)(9)

    9,976     9,880     9,880  

     

Preferred Member Units (3,200 units)(8)

          3,942     3,942  

                  13,822     13,822  

                           

Hydratec, Inc.

 

Designer and Installer of Micro-Irrigation Systems

 

 

                   

     

Common Stock (7,095 shares)(8)

          7,095     14,950  

                           

IDX Broker, LLC

 

Provider of Marketing and CRM Tools for the Real Estate Industry

 

 

                   

     

LIBOR Plus 6.50% (Floor 1.50%), Current Coupon 8.00%, Secured Debt (Maturity—November 15, 2018)(9)

    25     25     25  

     

12.5% Secured Debt (Maturity—November 15, 2018)

    11,350     11,276     11,350  

     

Member Units (5,400 units)

          5,606     6,440  

                  16,907     17,815  

                           

Impact Telecom, Inc.

 

Telecommunications Services Provider

 

 

                   

     

LIBOR Plus 6.50% (Floor 2.00%), Current Coupon 8.50%, Secured Debt (Maturity—May 31, 2018)(9)

    1,575     1,570     1,570  

     

13% Secured Debt (Maturity—May 31, 2018)

    22,500     15,893     15,893  

     

Warrants (5,516,667 equivalent shares)

          8,000     4,160  

                  25,463     21,623  

                           

Indianapolis Aviation Partners, LLC

 

Fixed Base Operator

 

 

                   

     

15% Secured Debt (Maturity—January 15, 2016)

    3,100     3,079     3,100  

     

Warrants (1,046 equivalent units)

          1,129     2,540  

                  4,208     5,640  

                           

Jensen Jewelers of Idaho, LLC

 

Retail Jewelry Store

 

 

                   

     

Prime Plus 6.75% (Floor 2.00%), Current Coupon 10.00%, Secured Debt (Maturity—November 14, 2016)(9)

    4,205     4,169     4,205  

     

Member Units (627 units)(8)

          811     4,750  

                  4,980     8,955  

                           

S-54


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Lighting Unlimited, LLC

 

Commercial and Residential Lighting Products and Design Services

 

 

                   

     

8% Secured Debt (Maturity—August 22, 2016)

    1,514     1,514     1,514  

     

Preferred Equity (non-voting)

          434     434  

     

Warrants (71 equivalent units)

          54     40  

     

Member Units (700 units)(8)

          100     420  

                  2,102     2,408  

                           

Marine Shelters Holdings, LLC (LoneStar Marine Shelters)

 

Fabricator of Marine and Industrial Shelters

 

 

                   

     

6% Current / 6% PIK Secured Debt (Maturity—December 28, 2017)

    8,781     8,688     8,688  

     

Preferred Member Units (3,810 units)

          5,352     5,352  

                  14,040     14,040  

                           

Mid-Columbia Lumber Products, LLC

 

Manufacturer of Finger-Jointed Lumber Products

 

 

                   

     

10% Secured Debt (Maturity—December 18, 2017)

    1,750     1,750     1,750  

     

12% Secured Debt (Maturity—December 18, 2017)

    3,900     3,900     3,900  

     

Member Units (2,829 units)(8)

          1,244     3,980  

     

9.5% Secured Debt (Mid-Columbia Real Estate, LLC) (Maturity—May 13, 2025)

    893     893     893  

     

Member Units (Mid—Columbia Real Estate, LLC) (250 units)(8)

          250     550  

                  8,037     11,073  

                           

MH Corbin Holding LLC

 

Manufacturer and distributor of traffic safety products

 

 

                   

     

10% Secured Debt (Maturity—August 31, 2020)

    14,000     13,864     13,864  

     

Preferred Member Units (4,000 shares)

          6,000     6,000  

                  19,864     19,864  

                           

MSC Adviser I, LLC(16)

 

Third Party Investment Advisory Services

 

 

                   

     

Member Units (Fully diluted 100.0%)(8)

              32,305  

                           

Mystic Logistics, Inc

 

Logistics and Distribution Services Provider for Large Volume Mailers

 

 

                   

     

12% Secured Debt (Maturity—August 15, 2019)

    9,448     9,273     9,448  

     

Common Stock (5,873 shares)(8)

          2,720     6,580  

                  11,993     16,028  

                           

S-55


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

NAPCO Precast, LLC

 

Precast Concrete Manufacturing

 

 

                   

     

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—January 31, 2016)(9)

    625     625     625  

     

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—February 1, 2016)(9)

    2,923     2,921     2,923  

     

18% Secured Debt (Maturity—February 1, 2016)

    4,468     4,460     4,468  

     

Member Units (2,955 units)(8)

          2,975     8,590  

                  10,981     16,606  

                           

NRI Clinical Research, LLC

 

Clinical Research Service Provider

 

 

                   

     

14% Secured Debt (Maturity—September 8, 2017)

    4,740     4,650     4,650  

     

Warrants (251,723 equivalent units)

          252     190  

     

Member Units (1,454,167 units)

          765     1,052  

                  5,667     5,892  

                           

NRP Jones, LLC

 

Manufacturer of Hoses, Fittings and Assemblies

 

 

                   

     

12% Secured Debt (Maturity—December 22, 2016)

    13,224     12,885     12,885  

     

Warrants (14,331 equivalent units)

          817     450  

     

Member Units (50,877 units)(8)

          2,900     1,480  

                  16,602     14,815  

                           

OMi Holdings, Inc.

 

Manufacturer of Overhead Cranes

 

 

                   

     

Common Stock (1,500 shares)(8)

          1,080     13,420  

                           

Pegasus Research Group, LLC (Televerde)

 

Provider of Telemarketing and Data Services

 

 

                   

     

Member Units (460 units)(8)

          1,290     6,490  

                           

PPL RVs, Inc.

 

Recreational Vehicle Dealer

 

 

                   

     

11.1% Secured Debt (Maturity—January 1, 2016)

    9,710     9,710     9,710  

     

Common Stock (1,962 shares)

          2,150     8,710  

                  11,860     18,420  

                           

Principle Environmental, LLC

 

Noise Abatement Service Provider

 

 

                   

     

12% Secured Debt (Maturity—April 30, 2017)

    4,060     3,979     4,060  

     

12% Current / 2% PIK Secured Debt (Maturity—April 30, 2017)

    3,294     3,288     3,294  

     

Preferred Member Units (19,631 units)(8)

          4,663     9,560  

     

Warrants (1,036 equivalent units)

          1,200     530  

                  13,130     17,444  

                           

S-56


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Quality Lease Service, LLC

 

Provider of Rigsite Accommodation Unit Rentals and Related Services

 

 

                   

     

8% PIK Secured Debt (Maturity—June 8, 2020)

    6,410     6,410     6,410  

     

Member Units (1,000 units)

          568     2,638  

                  6,978     9,048  

                           

River Aggregates, LLC

 

Processor of Construction Aggregates

 

 

                   

     

Zero Coupon Secured Debt (Maturity—June 30, 2018)

    750     540     540  

     

Member Units (1,150 units)(8)

          1,150     3,830  

     

Member Units (RA Properties, LLC) (1,500 units)

          369     2,360  

                  2,059     6,730  

                           

SoftTouch Medical Holdings LLC

 

Home Provider of Pediatric Durable Medical Equipment

 

 

                   

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—October 31, 2019)(9)

    8,245     8,175     8,175  

     

Member Units (4,450 units)(8)

          4,930     5,340  

                  13,105     13,515  

                           

Southern RV, LLC

 

Recreational Vehicle Dealer

 

 

                   

     

13% Secured Debt (Maturity—August 8, 2018)

    11,400     11,288     11,400  

     

Member Units (1,680 units)(8)

          1,680     11,600  

     

13% Secured Debt (Southern RV Real Estate, LLC) (Maturity—August 8, 2018)

    3,250     3,218     3,250  

     

Member Units (Southern RV Real Estate, LLC) (480 units)

          480     540  

                  16,666     26,790  

                           

The MPI Group, LLC

 

Manufacturer of Custom Hollow Metal Doors, Frames and Accessories

 

 

                   

     

9% Secured Debt (Maturity—October 2, 2018)

    2,924     2,921     2,920  

     

Series A Preferred Units (2,500 units; 10% Cumulative)

          2,500     980  

     

Warrants (1,424 equivalent units)

          1,096      

     

Member Units (MPI Real Estate Holdings, LLC) (100% Fully diluted)(8)

          2,300     2,230  

                  8,817     6,130  

                           

S-57


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Travis Acquisition LLC

 

Manufacturer of Aluminum Trailers

 

 

                   

     

12% Secured Debt (Maturity—August 30, 2018)

    3,628     3,581     3,628  

     

Member Units (7,282 units)

          7,100     14,110  

                  10,681     17,738  

                           

Uvalco Supply, LLC

 

Farm and Ranch Supply Store

 

 

                   

     

9% Secured Debt (Maturity—January 1, 2019)

    1,418     1,418     1,418  

     

Member Units (1,006 units)(8)

          1,113     3,210  

                  2,531     4,628  

                           

Vision Interests, Inc.

 

Manufacturer / Installer of Commercial Signage

 

 

                   

     

13% Secured Debt (Maturity—December 23, 2016)

    3,138     3,115     3,115  

     

Series A Preferred Stock (3,000,000 shares)

          3,000     3,550  

     

Common Stock (1,126,242 shares)

          3,706     210  

                  9,821     6,875  

                           

Ziegler's NYPD, LLC

 

Casual Restaurant Group

 

 

                   

     

6.5% Secured Debt (Maturity—October 1, 2019)

    1,000     992     992  

     

12% Secured Debt (Maturity—October 1, 2019)

    500     500     500  

     

14% Secured Debt (Maturity—October 1, 2019)

    2,750     2,750     2,750  

     

Warrants (587 equivalent units)

          600      

     

Preferred Member Units (10,072 units)

          2,834     2,240  

                  7,676     6,482  

Subtotal Control Investments (30.3% of total investments at fair value)

    402,302     568,025  

S-58


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Affiliate Investments(6)

 

 

 

 

                   

                           

AFG Capital Group, LLC

 

Provider of Rent-to-Own Financing Solutions and Services

 

 

                   

     

11% Secured Debt (Maturity—November 7, 2019)

    12,560     12,199     12,199  

     

Warrants (42 equivalent units)

          259     410  

     

Member Units (186 units)

          1,200     1,700  

                  13,658     14,309  

                           

Boss Industries, LLC

 

Manufacturer and Distributor of Air, Power and Other Industrial Equipment

 

 

                   

     

Preferred Member Units (2,242 units)(8)

          2,203     2,543  

                           

Bridge Capital Solutions Corporation

 

Financial Services and Cash Flow Solutions Provider

 

 

                   

     

13% Secured Debt (Maturity—April 18, 2017)

    7,000     6,872     6,872  

     

Warrants (22 equivalent shares)

          200     1,020  

                  7,072     7,892  

                           

Buca C, LLC

 

Restaurants

 

 

                   

     

LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity—June 30, 2020)(9)

    25,530     25,288     25,288  

     

Preferred Member Units (6 units)(8)

          3,656     3,656  

                  28,944     28,944  

                           

CAI Software LLC

 

Provider of Specialized Enterprise Resource Planning Software

 

 

                   

     

12% Secured Debt (Maturity—October 10, 2019)

    4,973     4,930     4,930  

     

Member Units (65,356 units)

          654     840  

                  5,584     5,770  

                           

Condit Exhibits, LLC

 

Tradeshow Exhibits / Custom Displays Provider

 

 

                   

     

Member Units (3,936 units)(8)

          100     770  

                           

Congruent Credit Opportunities Funds(12)(13)

 

Investment Partnership

 

 

                   

     

LP Interests (Congruent Credit Opportunities Fund II, LP) (Fully diluted 19.8%)(8)

          7,644     4,228  

     

LP Interests (Congruent Credit Opportunities Fund III, LP) (Fully diluted 17.4%)

          12,099     12,222  

                  19,743     16,450  

                           

S-59


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Daseke, Inc.

 

Specialty Transportation Provider

 

 

                   

     

12% Current / 2.5% PIK Secured Debt (Maturity—July 31, 2018)

    21,118     20,849     21,118  

     

Common Stock (19,467 shares)

          5,213     22,660  

                  26,062     43,778  

                           

Dos Rios Partners(12)(13)

 

Investment Partnership

 

 

                   

     

LP Interests (Dos Rios Partners, LP) (Fully diluted 20.2%)(8)

          3,104     2,031  

     

LP Interests (Dos Rios Partners—A, LP) (Fully diluted 6.4%)(8)

          986     648  

                  4,090     2,679  

                           

East Teak Fine Hardwoods, Inc.

 

Distributor of Hardwood Products

 

 

                   

     

Common Stock (5,000 shares)

          480     860  

                           

East West Copolymer & Rubber, LLC

 

Manufacturer of Synthetic Rubbers

 

 

                   

     

12% Secured Debt (Maturity—October 17, 2019)

    9,600     9,456     9,456  

     

Warrants (2,014,799 equivalent units)

          50     50  

                  9,506     9,506  

                           

Freeport Financial Funds(12)(13)

 

Investment Partnership

 

 

                   

     

LP Interests (Freeport Financial SBIC Fund LP) (Fully diluted 9.9%)(8)

          5,974     5,974  

     

LP Interests (Freeport First Lien Loan Fund III LP) (Fully diluted 6.4%)

          759     759  

                  6,733     6,733  

                           

Gault Financial, LLC (RMB Capital, LLC)

 

Purchases and Manages Liquidation of Distressed Assets

 

 

                   

     

10% Secured Debt (Maturity—November 21, 2016)

    13,046     12,858     10,891  

     

Warrants (29,025 equivalent units)

          400      

                  13,258     10,891  

                           

Glowpoint, Inc.

 

Provider of Cloud Managed Video Collaboration Services

 

 

                   

     

8% Secured Debt (Maturity—October 18, 2018)

    21     18     18  

     

12% Secured Debt (Maturity—October 18, 2018)

    9,000     8,924     8,924  

     

Common Stock (7,711,517 shares)

          3,958     4,460  

                  12,900     13,402  

                           

S-60


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Guerdon Modular Holdings, Inc.

 

Multi-Family and Commercial Modular Construction Company

 

 

                   

     

11% Secured Debt (Maturity—August 13, 2019)

    10,400     10,273     10,273  

     

Common Stock (170,577 shares)

          2,983     2,590  

                  13,256     12,863  

                           

Houston Plating and Coatings, LLC

 

Provider of Plating and Industrial Coating Services

 

 

                   

     

Member Units (248,082 units)(8)

          996     10,820  

                           

Indianhead Pipeline Services, LLC

 

Provider of Pipeline Support Services

 

 

                   

     

12% Secured Debt (Maturity—February 6, 2017)

    6,225     6,046     6,046  

     

Preferred Member Units (33,819 units; 8% cumulative)

          2,302     2,302  

     

Warrants (31,928 equivalent units)

          459      

     

Member Units (14,732 units)

          1      

                  8,808     8,348  

                           

KBK Industries, LLC

 

Manufacturer of Specialty Oilfield and Industrial Products

 

 

                   

     

12.5% Secured Debt (Maturity—September 28, 2017)

    6,200     6,170     6,200  

     

Member Units (250 units)(8)

          341     4,090  

                  6,511     10,290  

                           

L.F. Manufacturing Holdings, LLC(10)

 

Manufacturer of Fiberglass Products

 

 

                   

     

Member Units (2,000,000 units)(8)

          2,019     1,790  

                           

MPS Denver, LLC

 

Specialty Card Printing

 

 

                   

     

Member Units (13,800 units)

          1,130     1,130  

                           

OnAsset Intelligence, Inc.

 

Provider of Transportation Monitoring / Tracking Products and Services

 

 

                   

     

12% PIK Secured Debt (Maturity—December 31, 2015)

    3,887     3,887     3,887  

     

Preferred Stock (912 shares; 7% cumulative)(8)

          1,981     1,380  

     

Warrants (5,333 equivalent shares)

          1,919      

                  7,787     5,267  

                           

OPI International Ltd.(13)

 

Provider of Man Camp and Industrial Storage Services

 

 

                   

     

10% Unsecured Debt (Maturity—April 8, 2018)

    244     244     244  

     

Common Stock (20,766,317 shares)

          1,371     3,200  

                  1,615     3,444  

                           

S-61


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

PCI Holding Company, Inc.

 

Manufacturer of Industrial Gas Generating Systems

 

 

                   

     

Preferred Stock (1,500,000 shares; 20% cumulative)(8)

          2,625     4,750  

                           

Radial Drilling Services Inc.

 

Oil and Gas Lateral Drilling Technology Provider

 

 

                   

     

12% Secured Debt (Maturity—November 22, 2016)

    4,200     3,936     2,000  

     

Warrants (316 equivalent shares)

          758      

                  4,694     2,000  

                           

Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)

 

Provider of Rigsite Accommodation Unit Rentals and Related Services

 

 

                   

     

12% Secured Debt (Maturity—January 8, 2018)(14)(18)

    30,785     30,281     250  

     

Preferred Member Units (250 units)

          2,500      

                  32,781     250  

                           

Samba Holdings, Inc.

 

Provider of Intelligent Driver Record Monitoring Software and Services

 

 

                   

     

12.5% Secured Debt (Maturity—November 17, 2016)

    25,665     25,522     25,665  

     

Common Stock (170,963 shares)

          2,087     20,410  

                  27,609     46,075  

                           

Tin Roof Acquisition Company

 

Casual Restaurant Group

 

 

                   

     

12% Secured Debt (Maturity—November 13, 2018)

    14,100     13,898     13,898  

     

Class C Preferred Stock (Fully diluted 10.0%; 10% cumulative)(8)

          2,415     2,415  

                  16,313     16,313  

                           

Universal Wellhead Services Holdings, LLC(10)

 

Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry

 

 

                   

     

Class A Units (4,000,000 units; 4.5% cumulative)(8)

          4,000     3,091  

                           

Volusion, LLC

 

Provider of Online Software-as-a-Service eCommerce Solutions

 

 

                   

     

10.5% Secured Debt (Maturity—January 26, 2020)

    17,500     16,139     16,139  

     

Warrants (950,618 equivalent units)

          1,400     1,400  

     

Preferred Member Units (4,876,670 units)

          14,000     14,000  

                  31,539     31,539  

Subtotal Affiliate Investments (17.2% of total investments at fair value)

    312,016     322,497  

S-62


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Non-Control/Non-Affiliate Investments(7)

             

                           

Allflex Holdings III Inc.(11)

 

Manufacturer of Livestock Identification Products

 

 

                   

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—July 19, 2021)(9)

    10,150     10,077     10,029  

                           

AM General LLC(11)

 

Specialty Vehicle Manufacturer

                       

     

LIBOR Plus 9.00% (Floor 1.25%), Current Coupon 10.25%, Secured Debt (Maturity—March 22, 2018)(9)

    2,256     2,218     1,914  

                           

AM3 Pinnacle Corporation(10)

 

Provider of Comprehensive Internet, TV and Voice Services for Multi- Dwelling Unit Properties

                       

     

Common Stock (60,240 shares)

          2,000      

                           

American Seafoods Group, LLC(11)

 

Catcher-Processor of Alaskan Pollock

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—August 19, 2021)(9)

    10,000     9,988     9,950  

                           

AmeriTech College, LLC

 

For-Profit Nursing and Healthcare College

                       

     

10% Secured Debt (Maturity—November 30, 2019)

    489     489     489  

     

10% Secured Debt (Maturity—January 31, 2020)

    3,025     3,025     2,668  

                  3,514     3,157  

                           

AMF Bowling Centers, Inc.(11)

 

Bowling Alley Operator

                       

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—September 18, 2021)(9)

    7,927     7,818     7,908  

                           

Anchor Hocking, LLC(11)

 

Household Products Manufacturer

                       

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—June 4, 2018)(9)

    2,312     2,312     2,323  

     

Member Units (440,620 units)

          4,928     3,415  

                  7,240     5,738  

                           

AP Gaming I, LLC(10)

 

Developer, Manufacturer, and Operator of Gaming Machines

                       

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—December 20, 2020)(9)

    11,343     11,128     11,210  

                           

S-63


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Applied Products, Inc.(10)

 

Adhesives Distributor

                       

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—September 30, 2019)(9)

    5,850     5,794     5,794  

                           

Arcus Hunting LLC.(10)

 

Manufacturer of Bowhunting and Archery Products and Accessories

                       

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—November 13, 2019)(9)

    10,875     10,758     10,758  

                           

Artel, LLC(11)

 

Provider of Secure Satellite Network and IT Solutions

                       

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—November 27, 2017)(9)

    8,204     8,073     7,589  

                           

ATS Workholding, Inc.(10)

 

Manufacturer of Machine Cutting Tools and Accessories

                       

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—March 10, 2019)(9)

    6,571     6,528     6,528  

                           

ATX Networks Corp.(11)(13)

 

Provider of Radio Frequency Management Equipment

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—June 14, 2021)(9)

    14,963     14,673     14,888  

                           

Barfly Ventures, LLC(10)

 

Casual Restaurant Group

                       

     

12% Secured Debt (Maturity—August 31, 2020)

    4,121     4,039     4,039  

     

Warrants (1 equivalent share)

          473     473  

                  4,512     4,512  

                           

Berry Aviation, Inc.(10)

 

Airline Charter Service Operator

                       

     

12.00% Current / 1.75% PIK Secured Debt (Maturity—January 30, 2020)

    5,627     5,576     5,576  

     

Common Stock (553 shares)

          400     400  

                  5,976     5,976  

                           

Bioventus LLC(10)

 

Production of Orthopedic Healing Products

                       

     

LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, Secured Debt (Maturity—April 10, 2020)(9)

    5,000     4,914     4,950  

                           

Blackbrush Oil and Gas LP(11)

 

Oil & Gas Exploration

                       

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—July 30, 2021)(9)

    4,000     3,974     3,403  

                           

S-64


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Blackhawk Specialty Tools LLC(11)

 

Oilfield Equipment & Services

                       

     

LIBOR Plus 5.25% (Floor 1.25%), Current Coupon 6.50%, Secured Debt (Maturity—August 1, 2019)(9)

    5,975     5,947     5,587  

                           

Blue Bird Body Company(11)

 

School Bus Manufacturer

                       

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—June 26, 2020)(9)

    9,845     9,724     9,827  

                           

Bluestem Brands, Inc.(11)(13)

 

Multi-Channel Retailer of General Merchandise

                       

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—November 6, 2020)(9)

    13,820     13,522     13,637  

                           

Brainworks Software, LLC(10)

 

Advertising Sales and Newspaper Circulation Software

                       

     

Prime Plus 7.25% (Floor 3.25%), Current Coupon 10.50%, Secured Debt (Maturity—July 22, 2019)(9)

    626     619     619  

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—July 22, 2019)(9)

    6,224     6,161     6,161  

                  6,780     6,780  

                           

Brightwood Capital Fund III, LP(12)(13)

 

Investment Partnership

                       

     

LP Interests (Brightwood Capital Fund III, LP) (Fully diluted 1.6%)(8)

          11,250     11,250  

                           

Brundage-Bone Concrete Pumping, Inc.(11)

 

Construction Services Provider

                       

     

10.375% Secured Debt (Maturity—September 1, 2021)

    2,500     2,500     2,513  

                           

Calloway Laboratories, Inc.(10)

 

Health Care Testing Facilities

                       

     

17% PIK Secured Debt (Maturity—September 30, 2016)(14)

    7,381     7,332      

     

Warrants (125,000 equivalent shares)

          17      

                  7,349      

Cengage Learning Acquisitions, Inc.(11)

 

Provider of Educational Print and Digital Services

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—March 31, 2020)(9)

    9,744     9,705     9,683  

                           

S-65


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Cenveo Corporation(11)

 

Provider of Commercial Printing, Envelopes, Labels, Printed Office Products

                       

     

6% Secured Debt (Maturity—August 1, 2019)

    10,000     8,639     8,400  

                           

CGSC of Delaware Holdings Corp.(11)(13)

 

Insurance Brokerage Firm

                       

     

LIBOR Plus 7.00% (Floor 1.25%), Current Coupon 8.25%, Secured Debt (Maturity—October 16, 2020)(9)

    2,000     1,978     1,700  

                           

Charlotte Russe, Inc(11)

 

Fast-Fashion Retailer to Young Women

                       

     

LIBOR Plus 5.50% (Floor 1.25%), Current Coupon 6.75%, Secured Debt (Maturity—May 22, 2019)(9)

    14,346     14,047     11,958  

                           

Clarius ASIG, LLC(10)

 

Prints & Advertising Film Financing

                       

     

15% PIK Secured Debt (Maturity—September 14, 2014)(17)

    615     612     615  

                           

Clarius BIGS, LLC(10)

 

Prints & Advertising Film Financing

                       

     

15% PIK Secured Debt (Maturity—January 5, 2015)(14)(17)

    3,500     3,500     888  

                           

Compact Power Equipment, Inc.

 

Equipment / Tool Rental

                       

     

12% Secured Debt (Maturity—October 1, 2017)

    4,100     4,089     4,100  

     

Series A Preferred Stock (4,298,435 shares)(8)

          1,079     2,930  

                  5,168     7,030  

                           

Compuware Corporation(11)

 

Provider of Software and Supporting Services

                       

     

LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.25%, Secured Debt (Maturity—December 15, 2019)(9)

    14,438     14,076     13,983  

                           

Covenant Surgical Partners, Inc.(11)

 

Ambulatory Surgical Centers

                       

     

8.75% Secured Debt (Maturity—August 1, 2019)

    1,000     1,000     1,002  

CRGT Inc.(11)

 

Provider of Custom Software Development

                       

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—December 19, 2020)(9)

    14,259     14,026     14,224  

                           

CST Industries Inc.(11)

 

Storage Tank Manufacturer

                       

     

LIBOR Plus 6.25% (Floor 1.50%), Current Coupon 7.75%, Secured Debt (Maturity—May 22, 2017)(9)

    8,670     8,633     8,626  

                           

S-66


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Darr Equipment LP(10)

 

Heavy Equipment Dealer

                       

     

11.75% Current / 2% PIK Secured Debt (Maturity—April 15, 2020)

    20,601     20,050     20,050  

     

Warrants (915,734 equivalent units)

          474     410  

                  20,524     20,460  

                           

Digital River, Inc.(11)

 

Provider of Outsourced e-Commerce Solutions and Services

                       

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—February 12, 2021)(9)

    15,000     14,831     15,000  

                           

Digity Media LLC(11)

 

Radio Station Operator

                       

     

LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity—February 8, 2019)(9)

    6,588     6,535     6,539  

                           

Drilling Info, Inc.

 

Information Services for the Oil and Gas Industry

                       

     

Common Stock (3,788,865 shares)

          1,335     9,920  

                           

ECP-PF Holdings Group, Inc.(10)

 

Fitness Club Operator

                       

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—November 26, 2019)(9)

    5,625     5,577     5,577  

EnCap Energy Fund Investments(12)(13)

 

Investment Partnership

                       

     

LP Interests (EnCap Energy Capital Fund VIII, L.P.) (Fully diluted 0.1%)(8)

          3,629     2,722  

     

LP Interests (EnCap Energy Capital Fund VIII Co- Investors, L.P.) (Fully diluted 0.4%)

          2,140     1,002  

     

LP Interests (EnCap Energy Capital Fund IX, L.P.) (Fully diluted 0.1%)(8)

          2,850     2,420  

     

LP Interests (EnCap Flatrock Midstream Fund X, L.P.) (Fully diluted 0.1%)

          433     433  

     

LP Interests (EnCap Flatrock Midstream Fund II, L.P.) (Fully diluted 0.8%)(8)

          7,205     7,635  

     

LP Interests (EnCap Flatrock Midstream Fund III, L.P.) (Fully diluted 0.2%)

          423     423  

                  16,680     14,635  

                           

Energy and Exploration Partners, LLC(11)

 

Oil & Gas Exploration & Production

                       

     

LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (Maturity—January 22, 2019)(9)

    9,390     9,048     7,168  

S-67


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Evergreen Skills Lux S.á r.l. (d/b/a Skillsoft)(11)(13)

 

Technology-based Performance Support Solutions

                       

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—April 28, 2022)(9)

    7,000     6,833     6,020  

                           

Extreme Reach, Inc.(11)

 

Integrated TV and Video Advertising Platform

                       

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (Maturity—February 7, 2020)(9)

    14,353     14,338     14,299  

                           

Flavors Holdings Inc.(11)

 

Global Provider of Flavoring and Sweetening Products and Solutions

                       

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (Maturity—April 3, 2020)(9)

    11,484     11,134     10,896  

Fram Group Holdings, Inc.(11)

 

Manufacturer of Automotive Maintenance Products

                       

     

LIBOR Plus 5.50% (Floor 1.50%), Current Coupon 7.00%, Secured Debt (Maturity—July 29, 2017)(9)

    9,652     9,531     8,445  

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00%, Secured Debt (Maturity—January 29, 2018)(9)

    700     698     376  

                  10,229     8,821  

                           

GI KBS Merger Sub LLC(11)

 

Outsourced Janitorial Services to Retail/Grocery Customers

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—October 29, 2021)(9)

    2,978     2,971     2,940  

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—April 29, 2022)(9)

    800     785     804  

                  3,756     3,744  

                           

Grace Hill, LLC(10)

 

Online Training Tools for the Multi-Family Housing Industry

                       

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—August 15, 2019)(9)

    9,498     9,403     9,503  

                           

Great Circle Family Foods, LLC(10)

 

Quick Service Restaurant Franchise

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—October 28, 2019)(9)

    7,899     7,829     7,829  

                           

S-68


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Grupo Hima San Pablo, Inc.(11)

 

Tertiary Care Hospitals

                       

     

LIBOR Plus 7.00% (Floor 1.50%), Current Coupon 8.50%, Secured Debt (Maturity—January 31, 2018)(9)

    4,875     4,823     4,534  

     

13.75% Secured Debt (Maturity—July 31, 2018)

    2,000     1,938     1,840  

                  6,761     6,374  

                           

GST Autoleather, Inc.(11)

 

Automotive Leather Manufacturer

                       

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—July 10, 2020)(9)

    9,900     9,818     9,752  

                           

Guitar Center, Inc.(11)

 

Musical Instruments Retailer

                       

     

6.5% Secured Debt (Maturity—April 15, 2019)

    9,000     8,590     8,280  

Halcon Resources Corporation(11)(13)

 

Oil & Gas Exploration & Production

                       

     

9.75% Unsecured Debt (Maturity—July 15, 2020)

    6,925     6,371     2,355  

                           

Hojeij Branded Foods, LLC(10)

 

Multi-Airport, Multi- Concept Restaurant Operator

                       

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—July 27, 2021)(9)

    5,357     5,305     5,305  

                           

Horizon Global Corporation(11)

 

Auto Parts Manufacturer

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—June 30, 2021)(9)

    9,875     9,684     9,801  

                           

Hostway Corporation(11)

 

Managed Services and Hosting Provider

                       

     

LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity—December 13, 2019)(9)

    11,254     11,175     11,198  

                           

Hunter Defense Technologies, Inc.(11)

 

Provider of Military and Commercial Shelters and Systems

                       

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—August 5, 2019)(9)

    9,500     9,424     9,512  

                           

ICON Health & Fitness, Inc.(11)

 

Producer of Fitness Products

                       

     

11.875% Secured Debt (Maturity—October 15, 2016)

    6,956     6,893     6,782  

                           

iEnergizer Limited(11)(13)

 

Provider of Business Outsourcing Solutions

                       

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—May 1, 2019)(9)

    8,404     8,316     7,774  

                           

S-69


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Indivior Finance LLC(11)(13)

 

Specialty Pharmaceutical Company Treating Opioid Dependence

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—December 19, 2019)(9)

    7,219     6,829     6,840  

                           

Infinity Acquisition Finance Corp.(11)

 

Application Software for Capital Markets

                       

     

7.25% Unsecured Debt (Maturity—August 1, 2022)

    4,000     4,000     3,580  

                           

Inn of the Mountain Gods Resort and Casino(11)

 

Hotel & Casino Owner & Operator

                       

     

9.25% Secured Debt (Maturity—November 30, 2020)

    3,851     3,703     3,581  

Insurance Technologies, LLC(10)

 

Illustration and Sales-automation platforms

                       

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—December 1, 2019)(9)

    4,870     4,821     4,821  

                           

Intertain Group Limited(11)(13)

 

Business-to-Consumer Online Gaming Operator

                       

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—April 8, 2022)(9)

    11,700     11,510     11,759  

                           

iPayment, Inc.(11)

 

Provider of Merchant Acquisition

                       

     

LIBOR Plus 5.25% (Floor 1.50%), Current Coupon 6.75%, Secured Debt (Maturity—May 8, 2017)(9)

    15,026     14,980     14,789  

                           

iQor US Inc.(11)

 

Business Process Outsourcing Services Provider

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—April 1, 2021)(9)

    9,912     9,736     8,128  

                           

irth Solutions, LLC

 

Provider of Damage Prevention Information Technology Services

                       

     

Member Units (27,893 units)

          1,441     1,441  

                           

Jackmont Hospitality, Inc.(10)

 

Family-owned TGIF Franchisee

                       

     

LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (Maturity—May 26, 2021)(9)

    4,237     4,216     4,216  

                           

S-70


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Joerns Healthcare, LLC(11)

 

Manufacturer and Distributor of Health Care Equipment & Supplies

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—May 9, 2020)(9)

    14,880     14,781     14,806  

                           

John Deere Landscapes LLC(10)

 

Distributor of Landscaping Supplies

                       

     

LIBOR Plus 4.00% (Floor 1.00%), Current Coupon 5.00%, Secured Debt (Maturity—December 23, 2019)(9)

    8,508     8,180     8,508  

                           

JSS Holdings, Inc.(11)

 

Aircraft Maintenance Program Provider

                       

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—August 31, 2021)(9)

    13,500     13,233     13,298  

Kendra Scott, LLC(11)

 

Jewelry Retail Stores

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—July 17, 2020)(9)

    10,000     9,904     9,975  

                           

Keypoint Government Solutions, Inc.(11)

 

Provider of Pre-Employment Screening Services

                       

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity—November 13, 2017)(9)

    6,514     6,473     6,514  

                           

LaMi Products, LLC(10)

 

General Merchandise Distribution

                       

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—September 16, 2020)(9)

    4,563     4,532     4,532  

                           

Lansing Trade Group LLC(11)

 

Commodity Merchandiser

                       

     

9.25% Unsecured Debt (Maturity—February 15, 2019)

    6,000     6,000     5,775  

                           

Larchmont Resources, LLC(11)

 

Oil & Gas Exploration & Production

                       

     

LIBOR Plus 8.75% (Floor 1.00%), Current Coupon 9.75%, Secured Debt (Maturity—August 7, 2019)(9)

    7,852     7,535     6,674  

                           

Leadrock Properties, LLC

 

Real Estate Investment

                       

     

10% Secured Debt (Maturity—May 4, 2026)

    1,440     1,416     1,416  

                           

Legendary Pictures Funding, LLC(10)

 

Producer of TV, Film, and Comic Content

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—April 22, 2020)(9)

    7,500     7,366     7,462  

                           

S-71


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

LKCM Headwater Investments I, L.P.(12)(13)

 

Investment Partnership

                       

     

LP Interests (Fully diluted 2.3%)(8)

          2,250     4,625  

                           

Looking Glass Investments, LLC(12)(13)

 

Specialty Consumer Finance

                       

     

9% Unsecured Debt (Maturity—June 30, 2020)

    188     188     188  

     

Member Units (3 units)

          125     125  

     

Member Units (LGI Predictive Analytics LLC) (190,712 units)

          188     188  

                  501     501  

MediMedia USA, Inc.(11)

 

Provider of Healthcare Media and Marketing

                       

     

LIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.00%, Secured Debt (Maturity—November 20, 2018)(9)

    7,772     7,708     7,500  

                           

Messenger, LLC(10)

 

Supplier of Specialty Stationery and Related Products to the Funeral Industry

                       

     

LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity—December 5, 2019)(9)

    15,772     15,666     15,772  

                           

Milk Specialties Company(11)

 

Processor of Nutrition Products

                       

     

LIBOR Plus 7.00% (Floor 1.25%), Current Coupon 8.25%, Secured Debt (Maturity—November 9, 2018)(9)

    5,200     5,177     5,202  

                           

Minute Key, Inc.

 

Operator of Automated Key Duplication Kiosks

                       

     

10% Current / 2% PIK Secured Debt (Maturity—September 19, 2019)

    10,122     9,770     9,770  

     

Warrants (1,437,409 equivalent units)

          280     280  

                  10,050     10,050  

                           

Miramax Film NY, LLC(11)

 

Motion Picture Producer and Distributor

                       

     

Class B Units (12% cumulative)(8)

          864     864  

                           

Mood Media Corporation(11)(13)

 

Provider of Electronic Equipment

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—May 1, 2019)(9)

    14,996     14,860     14,665  

                           

Motor Coach Industries International, Inc.(10)

 

Motor Coach Manufacturer

                       

     

LIBOR Plus 6.50% (Floor 0.50%), Current Coupon 7.00%, Secured Debt (Maturity—July 1, 2020)(9)

    10,000     9,964     9,964  

                           

S-72


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

New Media Holdings II LLC(11)(13)

 

Local Newspaper Operator

                       

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—June 4, 2020)(9)

    14,813     14,570     14,761  

                           

North Atlantic Trading Company, Inc.(11)

 

Marketer/Distributor of Tobacco Products

                       

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity—January 13, 2020)(9)

    10,366     10,289     10,288  

Novitex Intermediate, LLC(11)

 

Provider of Document Management Services

                       

     

LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity—July 7, 2020)(9)

    8,747     8,579     8,310  

                           

Ospemifene Royalty Sub LLC (QuatRx)(10)

 

Estrogen-Deficiency Drug Manufacturer and Distributor

                       

     

11.5% Secured Debt (Maturity—November 15, 2026)

    5,071     5,071     5,071  

                           

Panolam Industries International, Inc.(11)

 

Decorative Laminate Manufacturer

                       

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity—August 23, 2017)(9)

    9,613     9,564     9,517  

                           

Paris Presents Incorporated(11)

 

Branded Cosmetic and Bath Accessories

                       

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—December 31, 2021)(9)

    2,000     1,963     2,000  

                           

Parq Holdings Limited Partnership(11)(13)

 

Hotel & Casino Operator

                       

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—December 17, 2020)(9)

    7,500     7,364     7,444  

                           

Permian Holdings, Inc.(11)

 

Storage Tank Manufacturer

                       

     

10.5% Secured Debt (Maturity—January 15, 2018)

    2,755     2,737     1,529  

                           

Pernix Therapeutics Holdings, Inc.(10)

 

Pharmaceutical Royalty— Anti-Migraine

                       

     

12% Secured Debt (Maturity—August 1, 2020)

    3,818     3,818     4,062  

                           

S-73


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

PeroxyChem LLC(11)

 

Chemical Manufacturer

                       

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—February 28, 2020)(9)

    8,855     8,716     8,855  

                           

Pike Corporation(11)

 

Construction and Maintenance Services for Electric Transmission and Distribution Infrastructure

                       

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—June 22, 2022)(9)

    15,000     14,654     14,813  

Point.360(10)

 

Fully Integrated Provider of Digital Media Services

                       

     

Common Stock (163,658 shares)

          273     156  

     

Warrants (65,463 equivalent shares)

          69     13  

                  342     169  

                           

Primesight Limited(10)(13)

 

Outdoor Advertising Operator

                       

     

10% Secured Debt (Maturity—October 22, 2016)

    8,456     8,419     7,711  

                           

Prowler Acquisition Corp.(11)

 

Specialty Distributor to the Energy Sector

                       

     

LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity—January 28, 2020)(9)

    2,696     2,293     2,345  

                           

PT Network, LLC(10)

 

Provider of Outpatient Physical Therapy and Sports Medicine Services

                       

     

LIBOR Plus 7.75% (Floor 1.50%), Current Coupon 9.25%, Secured Debt (Maturity—November 1, 2018)(9)

    14,159     14,042     14,042  

                           

QBS Parent, Inc.(11)

 

Provider of Software and Services to the Oil & Gas Industry

                       

     

LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.75%, Secured Debt (Maturity—August 7, 2021)(9)

    11,417     11,328     11,375  

                           

Raley's(11)

 

Family-owned Supermarket Chain in California

                       

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—May 18, 2022)(9)

    7,159     7,021     7,159  

                           

S-74


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

RCHP, Inc.(11)

 

Regional Non-Urban Hospital Owner/Operator

                       

     

LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.25%, Secured Debt (Maturity—April 23, 2019)(9)

    7,462     7,429     7,403  

     

LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (Maturity—October 23, 2019)(9)

    4,000     3,951     4,035  

                  11,380     11,438  

Relativity Media, LLC(10)

 

Full-Scale Film and Television Production and Distribution

                       

     

17% PIK Secured Debt (Maturity—May 30, 2015)(14)(18)

    7,980     7,980     2,882  

     

Class A Units (260,194 units)

          292      

                  8,272     2,882  

                           

Relevant Solutions, LLC (f/k/a LKCM Distribution Holdings, L.P.)

 

Distributor of Industrial Process Equipment

                       

     

12% Current / 2.5% PIK Secured Debt (Maturity— December 23, 2018)

    16,417     16,299     16,417  

                           

Renaissance Learning, Inc.(11)

 

Technology-based K-12 Learning Solutions

                       

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—April 11, 2022)(9)

    3,000     2,974     2,920  

                           

RGL Reservoir Operations Inc.(11)(13)

 

Oil & Gas Equipment and Services

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—August 13, 2021)(9)

    3,960     3,857     1,584  

                           

RLJ Entertainment, Inc.(10)

 

Movie and TV Programming Licensee and Distributor

                       

     

LIBOR Plus 8.75% (Floor 0.25%), Current Coupon 9.00%, Secured Debt (Maturity—September 11, 2019)(9)

    9,455     9,449     9,449  

                           

SAExploration, Inc.(10)(13)

 

Geophysical Services Provider

                       

     

Common Stock (6,472 shares)

          65     27  

                           

Sage Automotive Interiors, Inc(11)

 

Automotive Textiles Manufacturer

                       

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.00%, Secured Debt (Maturity—October 8, 2021)(9)

    3,000     2,973     2,978  

                           

S-75


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Salient Partners L.P.(11)

 

Provider of Asset Management Services

                       

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—June 9, 2021)(9)

    7,500     7,356     7,387  

                           

Sotera Defense Solutions, Inc.(11)

 

Defense Industry Intelligence Services

                       

     

LIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.00%, Secured Debt (Maturity—April 21, 2017)(9)

    10,156     9,882     9,395  

Stardust Finance Holdings, Inc.(11)

 

Manufacturer of Diversified Building Products

                       

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—March 13, 2022)(9)

    12,438     12,264     12,352  

                           

Subsea Global Solutions, LLC(10)

 

Underwater Maintenance and Repair Services

                       

     

LIBOR Plus 6.00% (Floor 1.50%), Current Coupon 7.50%, Secured Debt (Maturity—March 17, 2020)(9)

    4,560     4,506     4,506  

                           

SUNE Utility Bridge Capital LLC(10)(13)

 

Renewable Power Developer

                       

     

LIBOR Plus 7.00%, Current Coupon 7.29%, Secured Debt (Maturity—March 30, 2016)

    5,000     4,924     4,924  

                           

Synagro Infrastructure Company, Inc(11)

 

Waste Management Services

                       

     

LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.25%, Secured Debt (Maturity—August 22, 2020)(9)

    4,714     4,644     4,337  

                           

Targus Group International(11)

 

Distributor of Protective Cases for Mobile Devices

                       

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00% / 1.00% PIK, Current Coupon Plus PIK 12.00%, Secured Debt (Maturity—May 24, 2016)(9)

    4,258     4,263     3,193  

                           

TeleGuam Holdings, LLC(11)

 

Cable and Telecom Services Provider

                       

     

LIBOR Plus 4.00% (Floor 1.25%), Current Coupon 5.25%, Secured Debt (Maturity—December 10, 2018)(9)

    7,995     7,981     7,985  

     

LIBOR Plus 7.50% (Floor 1.25%), Current Coupon 8.75%, Secured Debt (Maturity—June 10, 2019)(9)

    2,500     2,483     2,494  

                  10,464     10,479  

                           

S-76


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Templar Energy LLC(11)

 

Oil & Gas Exploration & Production

                       

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—November 25, 2020)(9)

    4,000     3,960     1,817  

                           

The Tennis Channel, Inc.(10)

 

Television-Based Sports Broadcasting

                       

     

Warrants (114,316 equivalent shares)

          235     301  

The Topps Company, Inc.(11)

 

Trading Cards & Confectionary

                       

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—October 2, 2018)(9)

    1,965     1,952     1,936  

                           

TOMS Shoes, LLC(11)

 

Global Designer, Distributor, and Retailer of Casual Footwear

                       

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—October 30, 2020)(9)

    4,975     4,539     4,652  

                           

Travel Leaders Group, LLC(11)

 

Travel Agency Network Provider

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—December 7, 2020)(9)

    12,927     12,824     12,959  

                           

UniTek Global Services, Inc.(11)

 

Provider of Outsourced Infrastructure Services

                       

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—January 13, 2019)(9)

    2,826     2,826     2,812  

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—January 13, 2019)(9)

    1,376     1,376     1,370  

     

15% PIK Unsecured Debt (Maturity—July 13, 2019)

    618     618     615  

     

Common Stock (705,054 shares)

              290  

     

Preferred Stock (4,935,377 shares)

          4,935     5,430  

                  9,755     10,517  

                           

Universal Fiber Systems, LLC(10)

 

Manufacturer of Synthetic Fibers

                       

     

LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.25%, Secured Debt (Maturity—January 31, 2019)(9)

    1,821     1,817     1,821  

                           

US Joiner Holding Company(11)

 

Marine Interior Design and Installation

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—April 16, 2020)(9)

    7,388     7,358     7,314  

                           

S-77


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Vantage Oncology, LLC(11)

 

Outpatient Radiation Oncology Treatment Centers

                       

     

9.5% Secured Debt (Maturity—June 15, 2017)

    12,050     11,920     10,785  

Virtex Enterprises, LP(10)

 

Specialty, Full-Service Provider of Complex Electronic Manufacturing Services

                       

     

12% Secured Debt (Maturity—December 27, 2018)

    1,667     1,507     1,507  

     

Preferred Class A Units (14 units; 5% cumulative)(8)

          333     512  

     

Warrants (11 equivalent units)

          186     135  

                  2,026     2,154  

                           

Vision Solutions, Inc.(11)

 

Provider of Information Availability Software

                       

     

LIBOR Plus 8.00% (Floor 1.50%), Current Coupon 9.50%, Secured Debt (Maturity—July 23, 2017)(9)

    5,000     4,984     5,000  

                           

Western Dental Services, Inc.(11)

 

Dental Care Services

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—November 1, 2018)(9)

    5,355     5,351     4,699  

                           

Wilton Brands LLC(11)

 

Specialty Housewares Retailer

                       

     

LIBOR Plus 7.25% (Floor 1.25%), Current Coupon 8.50%, Secured Debt (Maturity—August 30, 2018)(9)

    1,615     1,597     1,581  

                           

Worley Claims Services, LLC(10)

 

Insurance Adjustment Management and Services Provider

                       

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.00%, Secured Debt (Maturity—October 31, 2020)(9)

    6,451     6,395     6,418  

                           

YP Holdings LLC(11)

 

Online and Offline Advertising Operator

                       

     

LIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.00%, Secured Debt (Maturity—June 4, 2018)(9)

    3,000     2,974     2,980  

                           

Zilliant Incorporated

 

Price Optimization and Margin Management Solutions

                       

     

Preferred Stock (186,777 shares)

          154     260  

     

Warrants (952,500 equivalent shares)

          1,071     1,190  

                  1,225     1,450  

Subtotal Non-Control/Non-Affiliate Investments (52.2% of total investments at fair value)

    1,008,980     976,912  

Total Portfolio Investments, September 30, 2015

    1,723,298     1,867,434  

                           

S-78


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Marketable Securities and Idle Funds Investments

             

                           

PennantPark Investment Corporation(13)(15)

 

Business Development Company

                       

     

Common Stock (343,149 shares)(8)

          3,629     2,220  

                           

Triangle Capital Corporation(13)(15)

 

Business Development Company

                       

     

Common Stock (71,481 shares)(8)

          1,606     1,178  

                           

Other Marketable Securities and Idle Funds Investments(13)(15)

 

Investments in Marketable Securities and Diversified, Registered Bond Funds

                       

                  1,406     1,185  

Subtotal Marketable Securities and Idle Funds Investments (0.2% of total investments at fair value)

    6,641     4,583  

Total Investments, September 30, 2015

  $ 1,729,939   $ 1,872,017  

(1)
All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note B for a description of Lower Middle Market portfolio investments. All of the Company's investments, unless otherwise noted, are encumbered either as security for the Company's Credit Agreement or in support of the SBA-guaranteed debentures issued by the Funds.

(2)
Debt investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted.

(3)
See Note C for a summary of geographic location of portfolio companies.

(4)
Principal is net of repayments. Cost is net of repayments and accumulated unearned income.

(5)
Control investments are defined by the Investment Company Act of 1940, as amended ("1940 Act") as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)
Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% of the voting securities are owned and the investments are not classified as Control investments.

(7)
Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)
Income producing through dividends or distributions.

(9)
Index based floating interest rate is subject to contractual minimum interest rate. Variable rate loans bear interest at a rate that may be determined by reference to either LIBOR (which can include one-, two-, three- or six-month LIBOR) or Prime, at the borrower's option, which rates reset periodically based on the terms of the loan agreement.

(10)
Private Loan portfolio investment. See Note B for a description of Private Loan portfolio investments.

(11)
Middle Market portfolio investment. See Note B for a description of Middle Market portfolio investments.

(12)
Other Portfolio investment. See Note B for a description of Other Portfolio investments.

(13)
Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)
Non-accrual and non-income producing investment.

(15)
Marketable securities and idle fund investments.

(16)
External Investment Manager. Investment is not encumbered as security for the Company's Credit Agreement or in support of the SBA-guaranteed debentures issued by the Funds.

(17)
Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)
Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investments in this portfolio company will not be finally determined until such process is complete. As noted in footnote (14), our debt investments in this portfolio company are on non-accrual status.

S-79


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Control Investments(5)

 

 

 

 

                   

                           

ASC Interests, LLC

 

Recreational and Educational Shooting Facility

                       

     

11% Secured Debt (Maturity—July 31, 2018)

    3,000     2,954     3,000  

     

Member Units (1,500 units)(8)

          1,500     1,970  

                  4,454     4,970  

                           

Bond-Coat, Inc.

 

Casing and Tubing Coating Services

                       

     

12% Secured Debt (Maturity—December 28, 2017)

    13,570     13,446     13,570  

     

Common Stock (57,508 shares)

          6,350     11,210  

                  19,796     24,780  

                           

Café Brazil, LLC

 

Casual Restaurant Group

                       

     

Member Units (1,233 units)(8)

          1,742     6,980  

                           

California Healthcare Medical Billing, Inc.

 

Outsourced Billing and Revenue Cycle Management

                       

     

9% Secured Debt (Maturity—October 17, 2016)

    8,703     8,568     8,703  

     

Warrants (466,947 equivalent shares)

          1,193     3,480  

     

Common Stock (207,789 shares)

          1,177     1,460  

                  10,938     13,643  

                           

CBT Nuggets, LLC

 

Produces and Sells IT Training Certification Videos

                       

     

Member Units (416 units)(8)

          1,300     27,200  

                           

Ceres Management, LLC (Lambs Tire & Automotive)

 

Aftermarket Automotive Services Chain

                       

     

14% Secured Debt (Maturity—May 31, 2018)

    3,916     3,916     3,916  

     

Class B Member Units (12% cumulative)(8)

          4,048     4,048  

     

Member Units (5,460 units)

          5,273     2,510  

     

9.5% Secured Debt (Lamb's Real Estate Investment I, LLC) (Maturity—October 1, 2025)

    968     968     968  

     

Member Units (Lamb's Real Estate Investment I, LLC) (1,000 units)(8)

          625     1,240  

                  14,830     12,682  

                           

Datacom, LLC

 

Technology and Telecommunications Provider

                       

     

10.5% Secured Debt (Maturity—May 31, 2019)

    11,205     11,103     11,103  

     

Preferred Member Units (6,453 units)

          6,030     6,030  

                  17,133     17,133  

                           

S-80


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Garreco, LLC

 

Manufacturer and Supplier of Dental Products

                       

     

14% Secured Debt (Maturity—January 12, 2018)

    5,400     5,320     5,320  

     

Member Units (1,200 units)(8)

          1,200     1,360  

                  6,520     6,680  

                           

GRT Rubber Technologies LLC

 

Engineered Rubber Product Manufacturer

                       

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—December 19, 2019)(9)

    16,750     16,585     16,585  

     

Member Units (5,879 units)

          13,065     13,065  

                  29,650     29,650  

                           

Gulf Manufacturing, LLC

 

Manufacturer of Specialty Fabricated Industrial Piping Products

                       

     

9% PIK Secured Debt (Ashland Capital IX, LLC) (Maturity—June 30, 2017)

    744     744     744  

     

Member Units (438 units)(8)

          2,980     16,540  

                  3,724     17,284  

                           

Harrison Hydra-Gen, Ltd.

 

Manufacturer of Hydraulic Generators

                       

     

12% Secured Debt (Maturity—June 4, 2015)

    5,487     5,409     5,487  

     

Preferred Stock (8% cumulative)(8)

          1,260     1,260  

     

Common Stock (105,880 shares)

          718     1,830  

                  7,387     8,577  

                           

Hawthorne Customs and Dispatch Services, LLC

 

Facilitator of Import Logistics, Brokerage, and Warehousing

                       

     

Member Units (500 units)(8)

          589     370  

     

Member Units (Wallisville Real Estate, LLC) (588,210 units)(8)

          1,215     2,220  

                  1,804     2,590  

                           

Hydratec, Inc.

 

Designer and Installer of Micro-Irrigation Systems

                       

     

Common Stock (7,095 shares)(8)

          7,095     13,720  

                           

IDX Broker, LLC

 

Provider of Marketing and CRM Tools for the Real Estate Industry

                       

     

LIBOR Plus 6.50% (Floor 1.50%), Current Coupon 8.00%, Secured Debt (Maturity—November 18, 2018)(9)

    125     125     125  

     

12.5% Secured Debt (Maturity—November 18, 2018)

    10,571     10,483     10,571  

     

Member Units (5,029 units)

          5,029     5,450  

                  15,637     16,146  

                           

S-81


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Impact Telecom, Inc.

 

Telecommunications Services Provider

                       

     

LIBOR Plus 6.50% (Floor 2.00%), Current Coupon 8.50%, Secured Debt (Maturity—May 31, 2018)(9)

    1,575     1,569     1,569  

     

13% Secured Debt (Maturity—May 31, 2018)

    22,500     15,515     15,515  

     

Warrants (5,516,667 equivalent shares)

          8,000     4,160  

                  25,084     21,244  

                           

Indianapolis Aviation Partners, LLC

 

Fixed Base Operator

                       

     

15% Secured Debt (Maturity—January 15, 2015)

    3,100     3,100     3,100  

     

Warrants (1,046 equivalent units)

          1,129     2,540  

                  4,229     5,640  

                           

Jensen Jewelers of Idaho, LLC

 

Retail Jewelry Store

                       

     

Prime Plus 6.75% (Floor 3.25%), Current Coupon 10.00%, Secured Debt (Maturity—November 14, 2016)(9)

    3,655     3,618     3,655  

     

Member Units (627 units)(8)

          811     3,580  

                  4,429     7,235  

                           

Lighting Unlimited, LLC

 

Commercial and Residential Lighting Products and Design Services

                       

     

8% Secured Debt (Maturity—August 22, 2015)

    1,550     1,550     1,550  

     

Preferred Equity (non-voting)

          439     439  

     

Warrants (71 equivalent units)

          54     40  

     

Member Units (700 units)(8)

          100     360  

                  2,143     2,389  

                           

Marine Shelters Holdings, LLC (LoneStar Marine Shelters)

 

Fabricator of Marine and Industrial Shelters

                       

     

12% Secured Debt (Maturity—December 28, 2017)

    10,250     10,112     10,112  

     

Preferred Member Units (2,669 units)

          3,750     3,750  

                  13,862     13,862  

                           

Mid-Columbia Lumber Products, LLC

 

Manufacturer of Finger-Jointed Lumber Products

                       

     

10% Secured Debt (Maturity—December 18, 2017)

    1,750     1,750     1,750  

     

12% Secured Debt (Maturity—December 18, 2017)

    3,900     3,900     3,900  

     

Member Units (2,829 units)(8)

          1,244     10,180  

     

9.5% Secured Debt (Mid-Columbia Real Estate, LLC) (Maturity—May 13, 2025)

    927     927     927  

     

Member Units (Mid-Columbia Real Estate, LLC) (250 units)(8)

          250     550  

                  8,071     17,307  

                           

S-82


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

MSC Adviser I, LLC(16)

 

Third Party Investment Advisory Services

                       

     

Member Units (Fully diluted 100.0%)(8)

              15,580  

                           

Mystic Logistics, Inc

 

Logistics and Distribution Services Provider for Large Volume Mailers

                       

     

12% Secured Debt (Maturity—August 15, 2019)

    10,000     9,790     9,790  

     

Common Stock (5,873 shares)

          2,720     2,720  

                  12,510     12,510  

                           

NAPCO Precast, LLC

 

Precast Concrete Manufacturing

                       

     

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—September 1, 2015)(9)

    625     615     625  

     

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—February 1, 2016)(9)

    2,923     2,915     2,923  

     

18% Secured Debt (Maturity—February 1, 2016)

    4,468     4,440     4,468  

     

Member Units (2,955 units)(8)

          2,975     7,560  

                  10,945     15,576  

                           

NRI Clinical Research, LLC

 

Clinical Research Service Provider

                       

     

14% Secured Debt (Maturity—September 8, 2016)

    4,889     4,779     4,779  

     

Warrants (251,723 equivalent units)

          252     160  

     

Member Units (671,233 units)

          671     722  

                  5,702     5,661  

                           

NRP Jones, LLC

 

Manufacturer of Hoses, Fittings and Assemblies

                       

     

12% Secured Debt (Maturity—December 22, 2016)

    12,100     11,590     11,590  

     

Warrants (14,331 equivalent units)

          817     970  

     

Member Units (50,877 units)(8)

          2,900     3,190  

                  15,307     15,750  

                           

OMi Holdings, Inc.

 

Manufacturer of Overhead Cranes

                       

     

Common Stock (1,500 shares)(8)

          1,080     13,420  

                           

Pegasus Research Group, LLC (Televerde)

 

Provider of Telemarketing and Data Services

                       

     

Member Units (460 units)(8)

          1,290     5,860  

                           

PPL RVs, Inc.

 

Recreational Vehicle Dealer

                       

     

11.1% Secured Debt (Maturity—June 10, 2015)

    7,860     7,848     7,860  

     

Common Stock (1,961 shares)

          2,150     8,160  

                  9,998     16,020  

                           

S-83


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Principle Environmental, LLC

 

Noise Abatement Service Provider

                       

     

12% Secured Debt (Maturity—April 30, 2017)

    4,060     3,813     4,060  

     

12% Current / 2% PIK Secured Debt (Maturity—April 30, 2017)

    3,244     3,227     3,244  

     

Preferred Member Units (19,631 units)

          4,663     11,830  

     

Warrants (1,036 equivalent units)

          1,200     720  

                  12,903     19,854  

                           

River Aggregates, LLC

 

Processor of Construction Aggregates

                       

     

Zero Coupon Secured Debt (Maturity—June 30, 2018)

    750     468     468  

     

12% Secured Debt (Maturity—June 30, 2018)

    500     500     500  

     

Member Units (1,150 units)(8)

          1,150     2,570  

     

Member Units (RA Properties, LLC) (1,500 units)

          369     369  

                  2,487     3,907  

                           

SoftTouch Medical Holdings LLC

 

Home Provider of Pediatric Durable Medical Equipment

                       

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—October 31, 2019)(9)

    8,500     8,417     8,417  

     

Member Units (4,526 units)

          5,015     5,015  

                  13,432     13,432  

                           

Southern RV, LLC

 

Recreational Vehicle Dealer

                       

     

13% Secured Debt (Maturity—August 8, 2018)

    11,400     11,266     11,400  

     

Member Units (1,680 units)(8)

          1,680     4,920  

     

13% Secured Debt (Southern RV Real Estate, LLC) (Maturity—August 8, 2018)

    3,250     3,212     3,250  

     

Member Units (Southern RV Real Estate, LLC) (480 units)

          480     470  

                  16,638     20,040  

                           

The MPI Group, LLC

 

Manufacturer of Custom Hollow Metal Doors, Frames and Accessories

                       

     

9% Secured Debt (Maturity—October 8, 2018)

    2,724     2,724     2,724  

     

Series A Preferred Units (2,500 units; 10% Cumulative)

          2,500     980  

     

Warrants (1,424 equivalent units)

          1,096      

     

Member Units (MPI Real Estate Holdings, LLC) (100% Fully diluted)(8)

          2,300     2,300  

                  8,620     6,004  

                           

S-84


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Travis Acquisition LLC

 

Manufacturer of Aluminum Trailers

                       

     

12% Secured Debt (Maturity—August 30, 2018)

    4,693     4,617     4,693  

     

Member Units (7,282 units)

          7,100     13,650  

                  11,717     18,343  

                           

Uvalco Supply, LLC

 

Farm and Ranch Supply Store

                       

     

9% Secured Debt (Maturity—January 1, 2019)

    1,802     1,802     1,802  

     

Member Units (1,006 units)(8)

          1,113     3,500  

                  2,915     5,302  

                           

Vision Interests, Inc.

 

Manufacturer / Installer of Commercial Signage

                       

     

13% Secured Debt (Maturity—December 23, 2016)

    3,204     3,169     3,154  

     

Series A Preferred Stock (3,000,000 shares)

          3,000     3,250  

     

Common Stock (1,126,242 shares)

          3,706     100  

                  9,875     6,504  

                           

Ziegler's NYPD, LLC

 

Casual Restaurant Group

                       

     

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—October 1, 2018)(9)

    1,500     1,491     1,491  

     

9% Current / 9% PIK Secured Debt (Maturity—October 1, 2018)

    5,509     5,509     4,880  

     

Warrants (587 equivalent units)

          600      

                  7,600     6,371  

Subtotal Control Investments (29.9% of total investments at fair value)

    342,847     469,846  

                           

S-85


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Affiliate Investments(6)

 

 

 

 

                   

                           

AFG Capital Group, LLC

 

Provider of Rent-to-Own Financing Solutions and Services

                       

     

11% Secured Debt (Maturity—November 7, 2019)

    6,800     6,465     6,465  

     

Warrants (42 equivalent units)

          259     259  

     

Member Units (186 units)

          1,200     1,200  

                  7,924     7,924  

                           

Boss Industries, LLC

 

Manufacturer and Distributor of Air, Power and Other Industrial Equipment

                       

     

Preferred Member Units (2,242 units)

          2,000     2,000  

                           

Bridge Capital Solutions Corporation

 

Financial Services and Cash Flow Solutions Provider

                       

     

13% Secured Debt (Maturity—April 18, 2017)

    6,000     5,837     5,837  

     

Warrants (19 equivalent shares)

          200     710  

                  6,037     6,547  

                           

Brightwood Capital Fund III, LP(12)(13)

 

Investment Partnership

                       

     

LP Interests (Brightwood Capital Fund III, LP) (Fully diluted 9.1%)(8)

          8,448     8,448  

                           

CAI Software LLC

 

Provider of Specialized Enterprise Resource Planning Software

                       

     

12% Secured Debt (Maturity—October 10, 2019)

    5,400     5,348     5,348  

     

Member Units (65,356 units)

          654     654  

                  6,002     6,002  

                           

Condit Exhibits, LLC

 

Tradeshow Exhibits / Custom Displays Provider

                       

     

Member Units (3,936 units)(8)

          100     610  

                           

Congruent Credit Opportunities Funds(12)(13)

 

Investment Partnership

                       

     

LP Interests (Congruent Credit Opportunities Fund II, LP) (Fully diluted 19.8%)(8)

          18,575     18,378  

     

LP Interests (Congruent Credit Opportunities Fund III, LP) (Fully diluted 17.4%)(8)

          7,734     7,734  

                  26,309     26,112  

                           

S-86


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Daseke, Inc.

 

Specialty Transportation Provider

                       

     

12% Current / 2.5% PIK Secured Debt (Maturity—July 31, 2018)

    20,723     20,403     20,723  

     

Common Stock (19,467 shares)

          5,213     13,780  

                  25,616     34,503  

                           

Dos Rios Partners(12)(13)

 

Investment Partnership

                       

     

LP Interests (Dos Rios Partners, LP) (Fully diluted 20.2%)(8)

          2,325     2,325  

     

LP Interests (Dos Rios Partners—A, LP) (Fully diluted 6.4%)(8)

          738     738  

                  3,063     3,063  

                           

East Teak Fine Hardwoods, Inc.

 

Distributor of Hardwood Products

                       

     

Common Stock (5,000 shares)(8)

          480     860  

                           

East West Copolymer & Rubber, LLC

 

Manufacturer of Synthetic Rubbers

                       

     

12% Secured Debt (Maturity—October 17, 2019)

    9,600     9,436     9,436  

     

Warrants (1,823,278 equivalent units)

          50     50  

                  9,486     9,486  

                           

Freeport Financial SBIC Fund LP(12)(13)

 

Investment Partnership

                       

     

LP Interests (Fully diluted 9.9%)(8)

          4,677     4,677  

                           

Gault Financial, LLC (RMB Capital, LLC)

 

Purchases and Manages Liquidation of Distressed Assets

                       

     

10% Secured Debt (Maturity—November 21, 2016)

    13,046     12,749     10,782  

     

Warrants (29,025 equivalent units)

          400      

                  13,149     10,782  

                           

Glowpoint, Inc.

 

Provider of Cloud Managed Video Collaboration Services

                       

     

8% Secured Debt (Maturity—October 18, 2018)

    400     396     396  

     

12% Secured Debt (Maturity—October 18, 2018)

    9,000     8,909     8,909  

     

Common Stock (7,711,517 shares)

          3,958     8,480  

                  13,263     17,785  

                           

Guerdon Modular Holdings, Inc.

 

Multi-Family and Commercial Modular Construction Company

                       

     

11% Secured Debt (Maturity—August 13, 2019)

    11,200     11,044     11,044  

     

Common Stock (213,221 shares)

          2,400     2,400  

                  13,444     13,444  

                           

S-87


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Houston Plating and Coatings, LLC

 

Provider of Plating and Industrial Coating Services

                       

     

Member Units (248,082 units)(8)

          996     11,470  

                           

Indianhead Pipeline Services, LLC

 

Provider of Pipeline Support Services

                       

     

12% Secured Debt (Maturity—February 6, 2017)

    6,900     6,625     6,625  

     

Preferred Member Units (28,905 units; 8% cumulative)(8)

          1,960     1,960  

     

Warrants (38,193 equivalent units)

          459      

     

Member Units (14,732 units)

          1      

                  9,045     8,585  

                           

irth Solutions, LLC

 

Provider of Damage Prevention Information Technology Services

                       

     

Member Units (128 units)(8)

          624     3,960  

                           

KBK Industries, LLC

 

Specialty Manufacturer of Oilfield and Industrial Products

                       

     

12.5% Secured Debt (Maturity—September 28, 2017)

    8,250     8,198     8,250  

     

Member Units (250 units)(8)

          341     6,120  

                  8,539     14,370  

                           

L.F. Manufacturing Holdings, LLC(10)

 

Manufacturer of Fiberglass Products

                       

     

Member Units (2,000,000 units)(8)

          2,019     2,374  

                           

MPS Denver, LLC

 

Specialty Card Printing

                       

     

Member Units (13,800 units)

          1,130     1,130  

                           

OnAsset Intelligence, Inc.

 

Provider of Transportation Monitoring / Tracking Products and Services

                       

     

12% PIK Secured Debt (Maturity—March 31, 2015)

    3,553     3,553     3,553  

     

Preferred Stock (912 shares; 7% cumulative)(8)

          1,947     2,700  

     

Warrants (5,333 equivalent shares)

          1,919      

                  7,419     6,253  

                           

OPI International Ltd.(13)

 

Provider of Man Camp and Industrial Storage Services

                       

     

Common Stock (20,766,317 shares)

          1,371     4,971  

                           

PCI Holding Company, Inc.

 

Manufacturer of Industrial Gas Generating Systems

                       

     

Preferred Stock (1,500,000 shares; 20% cumulative)(8)

          2,259     4,430  

                           

S-88


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Quality Lease and Rental Holdings, LLC

 

Provider of Rigsite Accommodation Unit Rentals and Related Services

                       

     

8% Secured Debt (Maturity—October 1, 2014)(14)(18)

    157     157     157  

     

12% Secured Debt (Maturity—January 8, 2018)(14)(18)

    36,577     36,073     11,500  

     

Preferred Member Units (Rocaciea, LLC) (250 units)

          2,500      

                  38,730     11,657  

                           

Radial Drilling Services Inc.

 

Oil and Gas Technology Provider

                       

     

12% Secured Debt (Maturity—November 22, 2016)

    4,200     3,792     3,792  

     

Warrants (316 equivalent shares)

          758      

                  4,550     3,792  

                           

Samba Holdings, Inc.

 

Provider of Intelligent Driver Record Monitoring Software and Services

                       

     

12.5% Secured Debt (Maturity—November 17, 2016)

    26,418     26,188     26,418  

     

Common Stock (170,963 shares)

          2,087     6,030  

                  28,275     32,448  

                           

SYNEO, LLC

 

Manufacturer of Automation Machines, Specialty Cutting Tools and Punches

                       

     

12% Secured Debt (Maturity—July 13, 2016)

    2,700     2,674     2,674  

     

Member Units (1,177 units)(8)

          1,097     801  

     

10% Secured Debt (Leadrock Properties, LLC) (Maturity—May 4, 2026)

    1,440     1,415     1,415  

                  5,186     4,890  

                           

Tin Roof Acquisition Company

 

Casual Restaurant Group

                       

     

12% Secured Debt (Maturity—November 30, 2018)

    14,100     13,861     13,861  

     

Class C Preferred Stock (Fully diluted 10.0%; 10% cumulative)(8)

          2,241     2,241  

                  16,102     16,102  

Subtotal Affiliate Investments (17.7% of total investments at fair value)

    266,243     278,675  

S-89


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Non-Control/Non-Affiliate Investments(7)

             

                           

Accuvant Finance, LLC(11)

 

Cyber Security Value Added Reseller

                       

     

LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.75%, Secured Debt (Maturity—October 22, 2020)(9)

    5,597     5,546     5,583  

                           

Allflex Holdings III Inc.(11)

 

Manufacturer of Livestock Identification Products

                       

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—July 19, 2021)(9)

    6,000     5,937     5,888  

                           

AM General LLC(11)

 

Specialty Vehicle Manufacturer

                       

     

LIBOR Plus 9.00% (Floor 1.25%), Current Coupon 10.25%, Secured Debt (Maturity—March 22, 2018)(9)

    2,550     2,496     2,282  

                           

AM3 Pinnacle Corporation(10)

 

Provider of Comprehensive Internet, TV and Voice Services for Multi-Dwelling Unit Properties

                       

     

10% Secured Debt (Maturity—October 22, 2018)

    21,002     20,863     20,863  

     

Common Stock (60,240 shares)

          2,000     1,840  

                  22,863     22,703  

                           

AmeriTech College, LLC

 

For-Profit Nursing and Healthcare College

                       

     

10% Secured Debt (Maturity—November 30, 2019)

    979     979     979  

     

10% Secured Debt (Maturity—January 31, 2020)

    6,050     6,050     6,050  

                  7,029     7,029  

                           

AMF Bowling Centers, Inc.(11)

 

Bowling Alley Operator

                       

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—September 18, 2021)(9)

    4,988     4,915     4,913  

                           

Anchor Hocking, LLC(11)

 

Household Products Manufacturer

                       

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75% / 1.75% PIK, Current Coupon Plus PIK 9.50%, Secured Debt (Maturity—May 21, 2020)(9)

    10,916     10,842     6,559  

                           

AP Gaming I, LLC(10)

 

Developer, Manufacturer, and Operator of Gaming Machines

                       

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—December 20, 2020)(9)

    6,930     6,744     6,930  

                           

S-90


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Applied Products, Inc.(10)

 

Adhesives Distributor

                       

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—September 30, 2019)(9)

    6,236     6,170     6,170  

                           

Aptean, Inc.(11)

 

Enterprise Application Software Provider

                       

     

LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.25%, Secured Debt (Maturity—February 26, 2020)(9)

    7,667     7,642     7,450  

                           

Artel, LLC(11)

 

Land-Based and Commercial Satellite Provider

                       

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—November 27, 2017)(9)

    4,594     4,549     4,548  

                           

ATS Workholding, Inc.(10)

 

Manufacturer of Machine Cutting Tools and Accessories

                       

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—March 10, 2019)(9)

    6,558     6,506     6,506  

                           

Beers Enterprises, Inc.(10)

 

Provider of Broadcast Video Transport Services

                       

     

Prime Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—March 19, 2019)(9)

    6,263     6,210     6,210  

                           

Bioventus LLC(10)

 

Production of Orthopedic Healing Products

                       

     

LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, Secured Debt (Maturity—April 10, 2020)(9)

    5,000     4,903     4,987  

                           

Blackbrush Oil and Gas LP(11)

 

Oil & Gas Exploration

                       

     

LIBOR Plus 6.50%, (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—July 30, 2021)(9)

    4,000     3,971     3,320  

                           

Blackhawk Specialty Tools LLC(11)

 

Oilfield Equipment & Services

                       

     

LIBOR Plus 5.25% (Floor 1.25%), Current Coupon 6.50%, Secured Debt (Maturity—August 1, 2019)(9)

    6,224     6,189     6,131  

                           

Blue Bird Body Company(11)

 

School Bus Manufacturer

                       

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—June 26, 2020)(9)

    11,500     11,339     11,443  

                           

Bluestem Brands, Inc.(11)

 

Multi-Channel Retailer of General Merchandise

                       

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—November 6, 2020)(9)

    7,500     7,213     7,237  

                           

S-91


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Brainworks Software, LLC(10)

 

Advertising Sales and Production and Newspaper Circulation Software

                       

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—July 22, 2019)(9)

    6,263     6,182     6,182  

                           

Brasa Holdings Inc.(11)

 

Upscale Full Service Restaurants

                       

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00%, Secured Debt (Maturity—January 20, 2020)(9)

    2,143     2,128     2,121  

                           

Brundage-Bone Concrete Pumping, Inc.(11)

 

Construction Services Provider

                       

     

10.375% Secured Debt (Maturity—September 1, 2021)

    2,500     2,500     2,556  

                           

Calloway Laboratories, Inc.(10)

 

Health Care Testing Facilities

                       

     

12% PIK Secured Debt (Maturity—September 30, 2015)(14)

    7,225     7,176     2,878  

     

Warrants (125,000 equivalent shares)

          17      

                  7,193     2,878  

                           

Cedar Bay Generation Company LP(11)

 

Coal-Fired Cogeneration Plant

                       

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—April 23, 2020)(9)

    2,476     2,457     2,458  

                           

Cengage Learning Acquisitions, Inc.(11)

 

Provider of Educational Print and Digital Services

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—March 31, 2020)(9)

    4,000     3,990     3,975  

                           

CGSC of Delaware Holdings Corp.(11)(13)

 

Insurance Brokerage Firm

                       

     

LIBOR Plus 7.00% (Floor 1.25%), Current Coupon 8.25%, Secured Debt (Maturity—October 16, 2020)(9)

    2,000     1,975     1,780  

                           

Charlotte Russe, Inc(11)

 

Fast-Fashion Retailer to Young Women

                       

     

LIBOR Plus 5.50% (Floor 1.25%), Current Coupon 6.75%, Secured Debt (Maturity—May 22, 2019)(9)

    4,938     4,900     4,822  

                           

CHI Overhead Doors, Inc.(11)

 

Manufacturer of Overhead Garage Doors

                       

     

LIBOR Plus 9.50%, (Floor 1.50%), Current Coupon 11.00%, Secured Debt (Maturity—September 18, 2019)(9)

    2,500     2,467     2,475  

                           

S-92


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Clarius ASIG, LLC(10)

 

Prints & Advertising Film Financing

                       

     

12% PIK Secured Debt (Maturity—September 14, 2014)(17)

    2,723     2,663     2,723  

                           

Clarius BIGS, LLC(10)

 

Prints & Advertising Film Financing

                       

     

12% PIK Secured Debt (Maturity—January 5, 2015)(14)

    4,400     4,285     1,848  

                           

Compact Power Equipment, Inc.

 

Equipment / Tool Rental

                       

     

12% Secured Debt (Maturity—October 1, 2017)

    4,100     4,085     4,100  

     

Series A Preferred Stock (4,298,435 shares; 8% cumulative)(8)

          1,079     2,401  

                  5,164     6,501  

                           

Covenant Surgical Partners, Inc.(11)

 

Ambulatory Surgical Centers

                       

     

8.75% Secured Debt (Maturity—August 1, 2019)

    2,000     2,000     2,020  

                           

CRGT Inc.(11)

 

Provider of Custom Software Development

                       

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—December 19, 2020)(9)

    10,000     9,800     9,850  

                           

CST Industries Inc.(11)

 

Storage Tank Manufacturer

                       

     

LIBOR Plus 6.25% (Floor 1.50%), Current Coupon 7.75%, Secured Debt (Maturity—May 22, 2017)(9)

    7,109     7,050     7,037  

                           

Darr Equipment LP(10)

 

Heavy Equipment Dealer

                       

     

11.75% Current / 2% PIK Secured Debt (Maturity—April 15, 2020)

    20,291     19,676     19,676  

     

Warrants (915,734 equivalent units)

          474     474  

                  20,150     20,150  

                           

Digity Media LLC(11)

 

Radio Station Operator

                       

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—February 10, 2019)(9)

    7,406     7,335     7,387  

                           

Drilling Info, Inc.

 

Information Services for the Oil and Gas Industry

                       

     

Common Stock (3,788,865 shares)

          1,335     9,920  

                           

ECP-PF Holdings Group, Inc.(10)

 

Fitness Club Operator

                       

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—November 26, 2019)(9)

    5,625     5,570     5,570  

                           

S-93


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

EnCap Energy Fund Investments(12)(13)

 

Investment Partnership

                       

     

LP Interests (EnCap Energy Capital Fund VIII, L.P.) (Fully diluted 0.1%)(8)

          3,430     3,240  

     

LP Interests (EnCap Energy Capital Fund VIII Co-Investors, L.P.) (Fully diluted 0.4%)(8)

          1,561     1,325  

     

LP Interests (EnCap Energy Capital Fund IX, L.P.) (Fully diluted 0.1%)(8)

          1,654     1,477  

     

LP Interests (EnCap Flatrock Midstream Fund II, L.P.) (Fully diluted 1.0%)(8)

          4,586     4,567  

     

LP Interests (EnCap Flatrock Midstream Fund III, L.P.) (Fully diluted 0.8%)

          184     184  

                  11,415     10,793  

                           

Energy and Exploration Partners, LLC(11)

 

Oil & Gas Exploration & Production

                       

     

LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (Maturity—January 22, 2019)(9)

    9,461     9,054     6,788  

                           

e-Rewards, Inc.(11)

 

Provider of Digital Data Collection

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—October 29, 2018)(9)

    12,687     12,518     12,560  

                           

Evergreen Skills Lux S.á r.l. (d/b/a Skillsoft)(11)

 

Technology-based Performance Support Solutions

                       

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—April 28, 2022)(9)

    3,000     2,979     2,845  

                           

FC Operating, LLC(10)

 

Christian Specialty Retail Stores

                       

     

LIBOR Plus 10.75% (Floor 1.25%), Current Coupon 12.00%, Secured Debt (Maturity—November 14, 2017)(9)

    5,400     5,330     4,132  

                           

FishNet Security, Inc.(11)

 

Information Technology Value-Added Reseller

                       

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—November 30, 2017)(9)

    7,840     7,791     7,840  

                           

S-94


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Flavors Holdings Inc.(11)

 

Global Provider of Flavoring and Sweetening Products and Solutions

                       

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (Maturity—April 30, 2020)(9)

    4,938     4,746     4,728  

                           

Fram Group Holdings, Inc.(11)

 

Manufacturer of Automotive Maintenance Products

                       

     

LIBOR Plus 5.00% (Floor 1.50%), Current Coupon 6.50%, Secured Debt (Maturity—July 29, 2017)(9)

    5,935     5,928     5,907  

     

LIBOR Plus 9.00% (Floor 1.50%), Current Coupon 10.50%, Secured Debt (Maturity—January 29, 2018)(9)

    700     698     684  

                  6,626     6,591  

                           

GI KBS Merger Sub LLC(11)

 

Outsourced Janitorial Services to Retail/Grocery Customers

                       

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—April 29, 2022)(9)

    800     784     796  

                           

Grace Hill, LLC(10)

 

Online Training Tools for the Multi-Family Housing Industry

                       

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—August 15, 2019)(9)

    9,546     9,436     9,436  

                           

Grupo Hima San Pablo, Inc.(11)

 

Tertiary Care Hospitals

                       

     

LIBOR Plus 7.00% (Floor 1.50%), Current Coupon 8.50%, Secured Debt (Maturity—January 31, 2018)(9)

    4,913     4,846     4,775  

     

13.75% Secured Debt (Maturity—July 31, 2018)

    2,000     1,925     1,920  

                  6,771     6,695  

                           

GST Autoleather, Inc.(11)

 

Automotive Leather Manufacturer

                       

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—July 10, 2020)(9)

    9,975     9,882     9,825  

                           

Guitar Center, Inc.(11)

 

Musical Instruments Retailer

                       

     

6.5% Secured Debt (Maturity—April 15, 2019)

    7,000     6,817     6,020  

                           

Halcon Resources Corporation(11)(13)

 

Oil & Gas Exploration & Production

                       

     

9.75% Unsecured Debt (Maturity—July 15, 2020)

    6,925     6,335     5,194  

                           

S-95


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Hostway Corporation(11)

 

Managed Services and Hosting Provider

                       

     

LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity—December 13, 2019)(9)

    9,750     9,671     9,652  

     

LIBOR Plus 8.75% (Floor 1.25%), Current Coupon 10.00%, Secured Debt (Maturity—December 11, 2020)(9)

    5,000     4,917     4,950  

                  14,588     14,602  

                           

Hunter Defense Technologies, Inc.(11)

 

Provider of Military and Commercial Shelters and Systems

                       

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—August 5, 2019)(9)

    9,875     9,783     9,752  

                           

ICON Health & Fitness, Inc.(11)

 

Producer of Fitness Products

                       

     

11.875% Secured Debt (Maturity—October 15, 2016)

    4,385     4,323     4,122  

                           

iEnergizer Limited(11)(13)

 

Provider of Business Outsourcing Solutions

                       

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—May 1, 2019)(9)

    10,029     9,905     9,277  

                           

Infinity Acquisition Finance Corp.(11)

 

Application Software for Capital Markets

                       

     

7.25% Unsecured Debt (Maturity—August 1, 2022)

    4,000     4,000     3,620  

                           

Inn of the Mountain Gods Resort and Casino(11)

 

Hotel & Casino Owner & Operator

                       

     

9.25% Secured Debt (Maturity—November 30, 2020)

    3,851     3,687     3,697  

                           

iQor US Inc.(11)

 

Business Process Outsourcing Services Provider

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—April 1, 2021)(9)

    9,987     9,789     9,288  

                           

Jackson Hewitt Tax Service Inc.(11)

 

Tax Preparation Service Provider

                       

     

LIBOR Plus 8.50% (Floor 1.50%), Current Coupon 10.00%, Secured Debt (Maturity—October 16, 2017)(9)

    4,509     4,396     4,509  

                           

Joerns Healthcare, LLC(11)

 

Manufacturer and Distributor of Health Care Equipment & Supplies

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—May 9, 2020)(9)

    9,950     9,853     9,838  

                           

S-96


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

John Deere Landscapes LLC(10)

 

Distributor of Landscaping Supplies

                       

     

LIBOR Plus 4.00% (Floor 1.00%), Current Coupon 5.00%, Secured Debt (Maturity—December 23, 2019)(9)

    8,573     8,193     8,193  

                           

Keypoint Government Solutions, Inc.(11)

 

Provider of Pre-Employment Screening Services

                       

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity—November 13, 2017)(9)

    4,726     4,668     4,702  

                           

Lansing Trade Group LLC(11)

 

Commodity Merchandiser

                       

     

9.25% Unsecured Debt (Maturity—February 15, 2019)

    6,000     6,000     5,610  

                           

Larchmont Resources, LLC(11)

 

Oil & Gas Exploration & Production

                       

     

LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity—August 7, 2019)(9)

    6,895     6,842     6,636  

                           

LKCM Distribution Holdings, L.P.

 

Distributor of Industrial Process Equipment

                       

     

12% Current / 2.5% PIK Secured Debt (Maturity— December 23, 2018)

    16,417     16,278     16,417  

                           

LKCM Headwater Investments I, L.P.(12)(13)

 

Investment Partnership

                       

     

LP Interests (Fully diluted 2.3%)(8)

          2,250     5,764  

                           

MAH Merger Corporation(11)

 

Sports-Themed Casual Dining Chain

                       

     

LIBOR Plus 4.50% (Floor 1.25%), Current Coupon 5.75%, Secured Debt (Maturity—July 19, 2019)(9)

    7,258     7,198     7,276  

                           

MediMedia USA, Inc.(11)

 

Provider of Healthcare Media and Marketing

                       

     

LIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.00%, Secured Debt (Maturity—November 20, 2018)(9)

    5,411     5,292     5,289  

                           

Messenger, LLC(10)

 

Supplier of Specialty Stationary and Related Products to the Funeral Industry

                       

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—December 5, 2019)(9)

    13,639     13,518     13,518  

                           

Milk Specialties Company(11)

 

Processor of Nutrition Products

                       

     

LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity—November 9, 2018)(9)

    7,847     7,806     7,670  

                           

S-97


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Minute Key, Inc.

 

Operator of Automated Key Duplication Kiosks

                       

     

10% Current / 2% PIK Secured Debt (Maturity—September 19, 2019)

    4,023     3,985     3,985  

                           

Miramax Film NY, LLC(11)

 

Motion Picture Producer and Distributor

                       

     

Class B Units (12% cumulative)(8)

          792     792  

                           

Modern VideoFilm, Inc.(10)

 

Post-Production Film Studio

                       

     

LIBOR Plus 3.50% (Floor 1.50%), Current Coupon 5.00% / 8.50% PIK, Current Coupon Plus PIK 13.50%, Secured Debt (Maturity—September 25, 2017)(9)(14)

    6,302     6,119     1,954  

     

Warrants (1,375 equivalent shares)

          151     1  

                  6,270     1,955  

                           

Mood Media Corporation(11)(13)

 

Provider of Electronic Equipment

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—May 1, 2019)(9)

    12,193     12,053     11,964  

                           

MP Assets Corporation(11)

 

Manufacturer of Battery Components

                       

     

LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity—December 19, 2019)(9)

    4,416     4,378     4,394  

                           

New Media Holdings II LLC(11)(13)

 

Local Newspaper Operator

                       

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—June 4, 2020)(9)

    14,925     14,649     14,776  

                           

Nice-Pak Products, Inc.(11)

 

Pre-Moistened Wipes Manufacturer

                       

     

LIBOR Plus 6.00% (Floor 1.50%), Current Coupon 7.50%, Secured Debt (Maturity—June 18, 2015)(9)

    12,541     12,518     12,478  

                           

North Atlantic Trading Company, Inc.(11)

 

Marketer/Distributor of Tobacco Products

                       

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity—January 13, 2020)(9)

    7,426     7,361     7,305  

                           

Novitex Intermediate, LLC(11)

 

Provider of Document Management Services

                       

     

LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity—July 7, 2020)(9)

    5,985     5,929     5,746  

                           

Ospemifene Royalty Sub LLC (QuatRx)(10)

 

Estrogen-Deficiency Drug Manufacturer and Distributor

                       

     

11.5% Secured Debt (Maturity—November 15, 2026)

    5,205     5,205     5,205  

                           

S-98


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Panolam Industries International, Inc.(11)

 

Decorative Laminate Manufacturer

                       

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity—August 23, 2017)(9)

    6,994     6,949     6,889  

                           

Parq Holdings Limited Partnership(11)(13)

 

Hotel & Casino Operator

                       

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—December 17, 2020)(9)

    6,226     6,078     6,108  

                           

Permian Holdings, Inc.(11)

 

Storage Tank Manufacturer

                       

     

10.5% Secured Debt (Maturity—January 15, 2018)

    2,755     2,728     2,066  

                           

Pernix Therapeutics Holdings, Inc.(10)(13)

 

Pharmaceutical Royalty— Anti-Migraine

                       

     

12% Secured Debt (Maturity—August 1, 2020)

    4,000     4,000     4,000  

                           

PeroxyChem LLC(11)

 

Chemical Manufacturer

                       

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—February 28, 2020)(9)

    8,933     8,774     8,843  

                           

Philadelphia Energy Solutions Refining and Marketing LLC(11)

 

Oil & Gas Refiner

                       

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—April 4, 2018)(9)

    2,948     2,917     2,785  

                           

Pike Corporation(11)

 

Construction and Maintenance Services for Electric Transmission and Distribution Infrastructure

                       

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—June 22, 2022)(9)

    15,000     14,628     14,825  

                           

Polyconcept Financial B.V.(11)

 

Promotional Products to Corporations and Consumers

                       

     

LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity—June 28, 2019)(9)

    4,325     4,311     4,309  

                           

Primesight Limited(10)(13)

 

Outdoor Advertising Operator

                       

     

10% Secured Debt (Maturity—October 22, 2016)

    8,869     8,806     8,284  

                           

Printpack Holdings, Inc.(11)

 

Manufacturer of Flexible and Rigid Packaging

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—May 29, 2020)(9)

    5,468     5,417     5,450  

                           

S-99


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

PT Network, LLC(10)

 

Provider of Outpatient Physical Therapy and Sports Medicine Services

                       

     

LIBOR Plus 7.00% (Floor 1.50%), Current Coupon 8.50%, Secured Debt (Maturity—November 1, 2018)(9)

    11,946     11,828     11,828  

                           

QBS Parent, Inc.(11)

 

Provider of Software and Services to the Oil & Gas Industry

                       

     

LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.75%, Secured Debt (Maturity—August 7, 2021)(9)

    10,000     9,905     9,825  

                           

RCHP, Inc.(11)

 

Regional Non-Urban Hospital Owner/Operator

                       

     

LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (Maturity—October 23, 2019)(9)

    4,000     3,945     3,990  

                           

Recorded Books Inc.(11)

 

Audiobook and Digital Content Publisher

                       

     

LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.25%, Secured Debt (Maturity—January 31, 2020)(9)

    12,031     11,925     11,941  

                           

Relativity Media, LLC(10)

 

Full-Scale Film and Television Production and Distribution

                       

     

10% Secured Debt (Maturity—May 30, 2015)

    5,787     5,772     5,801  

     

15% PIK Secured Debt (Maturity—May 30, 2015)

    7,410     7,347     7,558  

     

Class A Units (260,194 units)

          292     1,086  

                  13,411     14,445  

                           

Renaissance Learning, Inc.(11)

 

Technology-based K-12 Learning Solutions

                       

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—April 11, 2022)(9)

    3,000     2,972     2,880  

                           

RGL Reservoir Operations Inc.(11)(13)

 

Oil & Gas Equipment and Services

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—August 13, 2021)(9)

    3,990     3,876     3,219  

                           

RLJ Entertainment, Inc.(10)

 

Movie and TV Programming Licensee and Distributor

                       

     

LIBOR Plus 8.75% (Floor 0.25%), Current Coupon 9.00%, Secured Debt (Maturity—September 11, 2019)(9)

    11,399     11,318     11,318  

                           

S-100


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

SAExploration, Inc.(10)(13)

 

Geophysical Services Provider

                       

     

Common Stock (6,472 shares)(8)

          65     27  

                           

Sage Automotive Interiors, Inc(11)

 

Automotive Textiles Manufacturer

                       

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.00%, Secured Debt (Maturity—October 8, 2021)(9)

    3,000     2,971     2,985  

                           

Sagittarius Restaurants LLC (d/b/a Del Taco)(11)

 

Mexican/American QSR Restaurant Chain

                       

     

LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity—October 1, 2018)(9)

    4,591     4,572     4,562  

                           

SCE Partners, LLC(10)

 

Hotel & Casino Operator

                       

     

LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity—August 14, 2019)(9)

    7,481     7,421     7,519  

                           

Sotera Defense Solutions, Inc.(11)

 

Defense Industry Intelligence Services

                       

     

LIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.00%, Secured Debt (Maturity—April 21, 2017)(9)

    10,984     10,564     10,160  

                           

Symphony Teleca Services, Inc.(11)

 

Outsourced Product Development

                       

     

LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.75%, Secured Debt (Maturity—August 7, 2019)(9)

    14,000     13,870     13,930  

                           

Synagro Infrastructure Company, Inc(11)

 

Waste Management Services

                       

     

LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.25%, Secured Debt (Maturity—August 22, 2020)(9)

    6,913     6,798     6,822  

                           

Targus Group International(11)

 

Distributor of Protective Cases for Mobile Devices

                       

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00% / 1.00% PIK, Current Coupon Plus PIK 12.00%, Secured Debt (Maturity—May 24, 2016)(9)

    4,288     4,299     3,495  

                           

TeleGuam Holdings, LLC(11)

 

Cable and Telecom Services Provider

                       

     

LIBOR Plus 4.00% (Floor 1.25%), Current Coupon 5.25%, Secured Debt (Maturity—December 10, 2018)(9)

    6,830     6,813     6,796  

     

LIBOR Plus 7.50% (Floor 1.25%), Current Coupon 8.75%, Secured Debt (Maturity—June 10, 2019)(9)

    2,500     2,480     2,512  

                  9,293     9,308  

                           

S-101


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Templar Energy LLC(11)

 

Oil & Gas Exploration & Production

                       

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—November 25, 2020)(9)

    5,000     4,945     3,615  

                           

The Tennis Channel, Inc.(10)

 

Television-Based Sports Broadcasting

                       

     

Warrants (114,316 equivalent shares)

          235     301  

                           

The Topps Company, Inc.(11)

 

Trading Cards & Confectionary

                       

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—October 2, 2018)(9)

    1,980     1,964     1,930  

                           

Therakos, Inc.(11)

 

Immune System Disease Treatment

                       

     

LIBOR Plus 5.75% (Floor 1.25%), Current Coupon 7.00%, Secured Debt (Maturity—December 27, 2017)(9)

    6,278     6,178     6,255  

                           

TOMS Shoes, LLC(11)

 

Global Designer, Distributor, and Retailer of Casual Footwear

                       

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—October 30, 2020)(9)

    5,000     4,511     4,625  

                           

Travel Leaders Group, LLC(11)

 

Travel Agency Network Provider

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—December 5, 2018)(9)

    12,445     12,305     12,445  

                           

UniTek Global Services, Inc.(11)

 

Provider of Outsourced Infrastructure Services

                       

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00% / 4.00% PIK, Current Coupon Plus PIK 15.00%, Secured Debt (Maturity—April 15, 2018)(9)(14)

    10,776     10,173     7,942  

     

5% Current / 2.25% PIK Secured Debt (Maturity—August 13, 2019)(14)

    640     640     640  

     

Warrants (267,302 equivalent shares)

          449      

                  11,262     8,582  

                           

Universal Fiber Systems, LLC(10)

 

Manufacturer of Synthetic Fibers

                       

     

LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.25%, Secured Debt (Maturity—January 31, 2019)(9)

    5,094     5,084     5,082  

                           

S-102


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Universal Wellhead Services Holdings, LLC(10)

 

Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry

                       

     

Class A Units (4,000,000 units)

          4,000     4,000  

                           

US Joiner Holding Company(11)

 

Marine Interior Design and Installation

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—April 16, 2020)(9)

    7,444     7,410     7,332  

                           

Vantage Oncology, LLC(11)

 

Outpatient Radiation Oncology Treatment Centers

                       

     

9.5% Secured Debt (Maturity—June 5, 2017)

    7,000     7,000     6,790  

                           

Virtex Enterprises, LP(10)

 

Specialty, Full-Service Provider of Complex Electronic Manufacturing Services

                       

     

12% Secured Debt (Maturity—December 27, 2018)

    1,667     1,479     1,479  

     

Preferred Class A Units (14 units; 5% cumulative)(8)

          344     344  

     

Warrants (11 equivalent units)

          186     186  

                  2,009     2,009  

                           

Vision Solutions, Inc.(11)

 

Provider of Information Availability Software

                       

     

LIBOR Plus 8.00% (Floor 1.50%), Current Coupon 9.50%, Secured Debt (Maturity—July 23, 2017)(9)

    5,000     4,941     4,872  

                           

Western Dental Services, Inc.(11)

 

Dental Care Services

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—November 1, 2018)(9)

    5,395     5,391     5,153  

                           

Wilton Brands LLC(11)

 

Specialty Housewares Retailer

                       

     

LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity—August 30, 2018)(9)

    1,750     1,727     1,636  

                           

Worley Claims Services, LLC(10)

 

Insurance Adjustment Management and Services Provider

                       

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.00%, Secured Debt (Maturity—October 31, 2020)(9)

    6,500     6,437     6,533  

                           

Zilliant Incorporated

 

Price Optimization and Margin Management Solutions

                       

     

Warrants (952,500 equivalent shares)

          1,071     1,071  

Subtotal Non-Control/Non-Affiliate Investments (51.8% of total investments at fair value)

    832,312     814,809  

Total Portfolio Investments, December 31, 2014

    1,441,402     1,563,330  

                           

S-103


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

December 31, 2014
(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Marketable Securities and Idle Funds Investments

             

                           

Solar Senior Capital Ltd.(13)(15)

 

Business Development Company

                       

     

Common Stock (39,000 shares)(8)

          742     584  

                           

Other Marketable Securities and Idle Funds Investments(13)(15)

 

Investments in Marketable Securities and Diversified, Registered Bond Funds

                       

                  9,862     8,483  

Subtotal Marketable Securities and Idle Funds Investments (0.6% of total investments at fair value)

    10,604     9,067  

Total Investments, December 31, 2014

  $ 1,452,006   $ 1,572,397  

(1)
All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note B for a description of Lower Middle Market portfolio investments. All of the Company's investments, unless otherwise noted, are encumbered either as security for the Company's Credit Agreement or in support of the SBA-guaranteed debentures issued by the Funds.

(2)
Debt investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted.

(3)
See Note C for a summary of geographic location of portfolio companies.

(4)
Principal is net of repayments. Cost is net of repayments and accumulated unearned income.

(5)
Control investments are defined by the Investment Company Act of 1940, as amended ("1940 Act") as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)
Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% of the voting securities are owned and the investments are not classified as Control investments.

(7)
Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)
Income producing through dividends or distributions.

(9)
Index based floating interest rate is subject to contractual minimum interest rate. Variable rate loans bear interest at a rate that may be determined by reference to either LIBOR (which can include one-, two-, three- or six-month LIBOR) or Prime, at the borrower's option, which rates reset periodically based on the terms of the loan agreement.

(10)
Private Loan portfolio investment. See Note B for a description of Private Loan portfolio investments.

(11)
Middle Market portfolio investment. See Note B for a description of Middle Market portfolio investments.

(12)
Other Portfolio investment. See Note B for a description of Other Portfolio investments.

(13)
Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)
Non-accrual and non-income producing investment.

(15)
Marketable securities and idle fund investments.

(16)
External Investment Manager. Investment is not encumbered as security for the Company's Credit Agreement or in support of the SBA-guaranteed debentures issued by the Funds.

(17)
Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)
Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investments in this portfolio company will not be finally determined until such process is complete. As noted in footnote (14), our debt investments in this portfolio company are on non-accrual status.

S-104


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

NOTE A—ORGANIZATION AND BASIS OF PRESENTATION

1.     Organization

        Main Street Capital Corporation ("MSCC") is a principal investment firm primarily focused on providing customized debt and equity financing to lower middle market ("LMM") companies and debt capital to middle market ("Middle Market") companies. The portfolio investments of MSCC and its consolidated subsidiaries are typically made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in diverse industry sectors. MSCC seeks to partner with entrepreneurs, business owners and management teams and generally provides "one stop" financing alternatives within its LMM portfolio. MSCC and its consolidated subsidiaries invest primarily in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States and in secured debt investments of Middle Market companies generally headquartered in the United States.

        MSCC was formed in March 2007 to operate as an internally managed business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). MSCC wholly owns several investment funds, including Main Street Mezzanine Fund, LP ("MSMF") and Main Street Capital II, LP ("MSC II" and, together with MSMF, the "Funds"), and each of their general partners. The Funds are each licensed as a Small Business Investment Company ("SBIC") by the United States Small Business Administration ("SBA"). Because MSCC is internally managed, all of the executive officers and other employees are employed by MSCC. Therefore, MSCC does not pay any external investment advisory fees but instead incurs the operating costs associated with employing investment and portfolio management professionals.

        MSC Adviser I, LLC (the "External Investment Manager") was formed in November 2013 as a wholly owned subsidiary of MSCC to provide investment management and other services to parties other than MSCC and its subsidiaries ("External Parties") and receive fee income for such services. MSCC has been granted no-action relief by the Securities and Exchange Commission ("SEC") to allow the External Investment Manager to register as a registered investment adviser ("RIA") under Investment Advisers Act of 1940, as amended (the "Advisers Act"). Since the External Investment Manager conducts all of its investment management activities for External Parties, it is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC's consolidated financial statements.

        MSCC has elected to be treated for U.S. federal income tax purposes as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). As a result, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that it distributes to its stockholders.

        MSCC has certain direct and indirect wholly owned subsidiaries that have elected to be taxable entities (the "Taxable Subsidiaries"). The primary purpose of the Taxable Subsidiaries is to permit MSCC to hold equity investments in portfolio companies which are "pass-through" entities for tax purposes. The External Investment Manager is also a direct wholly owned subsidiary that has elected to be a taxable entity. The Taxable Subsidiaries and the External Investment Manager are each taxed at their normal corporate tax rates based on their taxable income.

S-105


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        Unless otherwise noted or the context otherwise indicates, the terms "we," "us," "our" and "Main Street" refer to MSCC and its consolidated subsidiaries, which include the Funds and the Taxable Subsidiaries.

2.     Basis of Presentation

        Main Street's financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). For each of the periods presented herein, Main Street's consolidated financial statements include the accounts of MSCC and its consolidated subsidiaries. The Investment Portfolio, as used herein, refers to all of Main Street's investments in LMM portfolio companies, investments in Middle Market portfolio companies, Private Loan portfolio investments, Other Portfolio investments, and the investment in the External Investment Manager, but excludes all "Marketable securities and idle funds investments" (see Note C—Fair Value Hierarchy for Investments and Debentures—Portfolio Composition—Portfolio Investment Composition for additional discussion of Main Street's Investment Portfolio and definitions for the terms LMM, Middle Market, Private Loan and Other Portfolio). "Marketable securities and idle funds investments" are classified as financial instruments and are reported separately on Main Street's consolidated balance sheets and consolidated schedules of investments due to the nature of such investments (see Note B.11.). Main Street's results of operations for the three and nine months ended September 30, 2015 and 2014, cash flows for the nine months ended September 30, 2015 and 2014, and financial position as of September 30, 2015 and December 31, 2014, are presented on a consolidated basis. The effects of all intercompany transactions between Main Street and its consolidated subsidiaries have been eliminated in consolidation. Certain reclassifications have been made to prior period balances to conform to the current presentation, including reclassifying the expenses charged to the External Investment Manager.

        The accompanying unaudited consolidated financial statements of Main Street are presented in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. The results of operations for the three and nine months ended September 30, 2015 and 2014 are not necessarily indicative of the operating results to be expected for the full year. Also, the unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2014. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

        Under regulations pursuant to Article 6 of Regulation S-X applicable to BDCs and Accounting Standards Codification ("Codification" or "ASC") 946, Financial Services—Investment Companies ("ASC 946"), Main Street is precluded from consolidating other entities in which Main Street has equity investments, including those in which it has a controlling interest, unless the other entity is another investment company. An exception to this general principle in ASC 946 occurs if Main Street holds a controlling interest in an operating company that provides all or substantially all of its services directly to Main Street or to its portfolio companies. Accordingly, as noted above, MSCC's consolidated financial statements include the financial position and operating results for the Funds and the Taxable

S-106


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Subsidiaries. MSCC's consolidated financial statements also include the financial position and operating results for MSCC's wholly owned operating subsidiary, Main Street Capital Partners, LLC, ("MSCP"), as the wholly owned subsidiary provides all of its services directly or indirectly to Main Street or its portfolio companies. Main Street has determined that all of its portfolio investments do not qualify for this exception, including the investment in the External Investment Manager. Therefore, Main Street's Investment Portfolio is carried on the consolidated balance sheet at fair value, as discussed further in Note B, with any adjustments to fair value recognized as "Net Change in Unrealized Appreciation (Depreciation)" on the consolidated statements of operations until the investment is realized, usually upon exit, resulting in any gain or loss being recognized as a "Net Realized Gain (Loss)."

        Main Street classifies its Investment Portfolio in accordance with the requirements of the 1940 Act. Under the 1940 Act, (a) "Control Investments" are defined as investments in which Main Street owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) "Affiliate Investments" are defined as investments in which Main Street owns between 5% and 25% of the voting securities and does not have rights to maintain greater than 50% of the board representation, and (c) "Non-Control/Non-Affiliate Investments" are defined as investments that are neither Control Investments nor Affiliate Investments.

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.     Valuation of the Investment Portfolio

        Main Street accounts for its Investment Portfolio at fair value. As a result, Main Street follows the provisions of the Financial Accounting Standards Board ("FASB") ASC 820, Fair Value Measurements and Disclosures ("ASC 820"). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires Main Street to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact.

        Main Street's portfolio strategy calls for it to invest primarily in illiquid debt and equity securities issued by private, LMM companies and more liquid debt securities issued by Middle Market companies that are generally larger in size than the LMM companies. Main Street categorizes some of its investments in LMM companies and Middle Market companies as Private Loan portfolio investments, which are primarily debt securities which have been originated through strategic relationships with other investment funds on a collaborative basis, and are often referred to in the debt markets as "club deals." Private Loan investments are typically similar in size, structure, terms and conditions to investments Main Street holds in its LMM portfolio and Middle Market portfolio. Main Street's portfolio also includes Other Portfolio investments which primarily consist of investments that are not consistent with the typical profiles for its LMM portfolio investments, Middle Market portfolio investments or Private Loan portfolio investments, including investments which may be managed by third parties. Main Street's portfolio investments may be subject to restrictions on resale.

        LMM investments and Other Portfolio investments generally have no established trading market while Middle Market securities generally have established markets that are not active. Private Loan investments may include investments which have no established trading market or have established

S-107


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

markets that are not active. Main Street determines in good faith the fair value of its Investment Portfolio pursuant to a valuation policy in accordance with ASC 820 and a valuation process approved by its Board of Directors and in accordance with the 1940 Act. Main Street's valuation policies and processes are intended to provide a consistent basis for determining the fair value of Main Street's Investment Portfolio.

        For LMM portfolio investments, Main Street generally reviews external events, including private mergers, sales and acquisitions involving comparable companies, and includes these events in the valuation process by using an enterprise value waterfall methodology ("Waterfall") for its LMM equity investments and an income approach using a yield-to-maturity model ("Yield-to-Maturity") for its LMM debt investments. For Middle Market portfolio investments, Main Street primarily uses quoted prices in the valuation process. Main Street determines the appropriateness of the use of third-party broker quotes, if any, in determining fair value based on its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer, the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company and other market indices. For Middle Market and Private Loan portfolio investments in debt securities for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value the investment in a current hypothetical sale using the Yield-to-Maturity valuation method. For its Other Portfolio equity investments, Main Street generally calculates the fair value of the investment primarily based on the net asset value ("NAV") of the fund. All of the valuation approaches for Main Street's portfolio investments estimate the value of the investment as if Main Street were to sell, or exit, the investment as of the measurement date.

        These valuation approaches consider the value associated with Main Street's ability to control the capital structure of the portfolio company, as well as the timing of a potential exit. For valuation purposes, "control" portfolio investments are composed of debt and equity securities in companies for which Main Street has a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company's board of directors. For valuation purposes, "non-control" portfolio investments are generally composed of debt and equity securities in companies for which Main Street does not have a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company's board of directors.

        Under the Waterfall valuation method, Main Street estimates the enterprise value of a portfolio company using a combination of market and income approaches or other appropriate valuation methods, such as considering recent transactions in the equity securities of the portfolio company or third-party valuations of the portfolio company, and then performs a waterfall calculation by using the enterprise value over the portfolio company's securities in order of their preference relative to one another. The enterprise value is the fair value at which an enterprise could be sold in a transaction between two willing parties, other than through a forced or liquidation sale. Typically, private companies are bought and sold based on multiples of earnings before interest, taxes, depreciation and amortization ("EBITDA"), cash flows, net income, revenues, or in limited cases, book value. There is no single methodology for estimating enterprise value. For any one portfolio company, enterprise value is generally described as a range of values from which a single estimate of enterprise value is derived. In estimating the enterprise value of a portfolio company, Main Street analyzes various factors including the portfolio company's historical and projected financial results. The operating results of a portfolio company may include unaudited, projected, budgeted or pro forma financial information and

S-108


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

may require adjustments for non-recurring items or to normalize the operating results that may require significant judgment in its determination. In addition, projecting future financial results requires significant judgment regarding future growth assumptions. In evaluating the operating results, Main Street also analyzes the impact of exposure to litigation, loss of customers or other contingencies. After determining the appropriate enterprise value, Main Street allocates the enterprise value to investments in order of the legal priority of the various components of the portfolio company's capital structure. In applying the Waterfall valuation method, Main Street assumes the loans are paid off at the principal amount in a change in control transaction and are not assumed by the buyer, which Main Street believes is consistent with its past transaction history and standard industry practices.

        Under the Yield-to-Maturity valuation method, Main Street also uses the income approach to determine the fair value of debt securities based on projections of the discounted future free cash flows that the debt security will likely generate, including analyzing the discounted cash flows of interest and principal amounts for the debt security, as set forth in the associated loan agreements, as well as the financial position and credit risk of the portfolio investments. Main Street's estimate of the expected repayment date of its debt securities is generally the legal maturity date of the instrument, as Main Street generally intends to hold its loans and debt securities to maturity. The Yield-to-Maturity analysis also considers changes in leverage levels, credit quality, portfolio company performance and other factors. Main Street will generally use the value determined by the Yield-to-Maturity analysis as the fair value for that security; however, because of Main Street's general intent to hold its loans to maturity, the fair value will not exceed the principal amount of the debt security valued using the Yield-to-Maturity valuation method. A change in the assumptions that Main Street uses to estimate the fair value of its debt securities using the Yield-to-Maturity valuation method could have a material impact on the determination of fair value. If there is deterioration in credit quality or if a debt security is in workout status, Main Street may consider other factors in determining the fair value of the debt security, including the value attributable to the debt security from the enterprise value of the portfolio company or the proceeds that would most likely be received in a liquidation analysis.

        Under the NAV valuation method, for an investment in an investment fund that does not have a readily determinable fair value, Main Street measures the fair value of the investment predominately based on the NAV of the investment fund as of the measurement date. However, in determining the fair value of the investment, Main Street may consider whether adjustments to the NAV are necessary in certain circumstances, based on the analysis of any restrictions on redemption of Main Street's investment as of the measurement date, recent actual sales or redemptions of interests in the investment fund, and expected future cash flows available to equity holders, including the rate of return on those cash flows compared to an implied market return on equity required by market participants, or other uncertainties surrounding Main Street's ability to realize the full NAV of its interests in the investment fund.

        Pursuant to its internal valuation process and the requirements under the 1940 Act, Main Street performs valuation procedures on each of its portfolio investments quarterly. In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its LMM portfolio companies, Main Street, among other things, consults with a nationally recognized independent financial advisory services firm. The nationally recognized independent financial advisory services firm analyzes and provides observations and recommendations regarding the Company's determinations of the fair value of its LMM portfolio company investments. The nationally recognized independent financial advisory services firm is generally consulted relative to Main Street's investments in each LMM portfolio company at least once every calendar year, and for Main Street's investments in new

S-109


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

LMM portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, Main Street may determine that it is not cost-effective, and as a result is not in its stockholders' best interest, to consult with the nationally recognized independent financial advisory services firm on its investments in one or more LMM portfolio companies. Such instances include, but are not limited to, situations where the fair value of Main Street's investment in a LMM portfolio company is determined to be insignificant relative to the total Investment Portfolio. Main Street consulted with its independent financial advisory services firm in arriving at Main Street's determination of fair value on its investments in a total of 44 LMM portfolio companies for the nine months ended September 30, 2015, representing approximately 75% of the total LMM portfolio at fair value as of September 30, 2015, and on a total of 42 LMM portfolio companies for the nine months ended September 30, 2014, representing approximately 74% of the total LMM portfolio at fair value as of September 30, 2014. Excluding investments in new LMM portfolio companies which have not been in the Investment Portfolio for at least twelve months subsequent to the initial investment as of September 30, 2015 and 2014, as applicable, and investments in the LMM portfolio companies that were not reviewed because their equity is publicly traded, the percentage of the LMM portfolio reviewed by the independent financial advisory services firm for the nine months ended September 30, 2015 and 2014 was 82% and 83% of the total LMM portfolio at fair value as of September 30, 2015 and 2014, respectively.

        For valuation purposes, all of Main Street's Middle Market portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, Main Street uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. For Middle Market portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Middle Market debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Middle Market equity investments in a current hypothetical sale using the Waterfall valuation method. The Company does not generally consult with any financial advisory services firms in connection with determining the fair value of its Middle Market debt investments.

        For valuation purposes, all of Main Street's Private Loan portfolio investments are non-control investments. For Private Loan portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Private Loan debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Private Loan equity investments in a current hypothetical sale using the Waterfall valuation method. The nationally recognized independent financial advisory services firm analyzes and provides observations and recommendations regarding the Company's determinations of the fair value of its Private Loan portfolio company investments.

        For valuation purposes, all of Main Street's Other Portfolio investments are non-control investments. Main Street's Other Portfolio investments comprised approximately 3.0% and 3.8%, respectively, of Main Street's Investment Portfolio at fair value as of September 30, 2015 and December 31, 2014. Similar to the LMM investment portfolio, market quotations for Other Portfolio equity investments are generally not readily available. For its Other Portfolio equity investments, Main Street generally determines the fair value of its investments using the NAV valuation method. For Other Portfolio debt investments for which it has determined that third-party quotes or other

S-110


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Other Portfolio debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method. For Other Portfolio debt investments for which third-party quotes or other independent pricing are available and appropriate, Main Street determines the fair value of these investments through obtaining third party quotes or other independent pricing to the extent that these inputs are available and appropriate to determine fair value.

        For valuation purposes, Main Street's investment in the External Investment Manager is a control investment. Market quotations are not readily available for this investment, and as a result, Main Street determines the fair value of the External Investment Manager using the Waterfall valuation method under the market approach. In estimating the enterprise value, Main Street analyzes various factors, including the entity's historical and projected financial results, as well as its size, marketability and performance relative to the population of market comparables. This valuation approach estimates the value of the investment as if Main Street were to sell, or exit, the investment. In addition, Main Street considers the value associated with Main Street's ability to control the capital structure of the company, as well as the timing of a potential exit.

        Due to the inherent uncertainty in the valuation process, Main Street's determination of fair value for its Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. Main Street determines the fair value of each individual investment and records changes in fair value as unrealized appreciation or depreciation.

        Main Street uses a standard internal portfolio investment rating system in connection with its investment oversight, portfolio management and analysis and investment valuation procedures for its LMM portfolio companies. This system takes into account both quantitative and qualitative factors of the LMM portfolio company and the investments held therein.

        The Board of Directors of Main Street has the final responsibility for overseeing, reviewing and approving, in good faith, Main Street's determination of the fair value for its Investment Portfolio, as well as its valuation procedures, consistent with 1940 Act requirements. Main Street believes its Investment Portfolio as of September 30, 2015 and December 31, 2014 approximates fair value as of those dates based on the markets in which Main Street operates and other conditions in existence on those reporting dates.

2.     Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results may differ from these estimates under different conditions or assumptions. Additionally, as explained in Note B.1., the financial statements include investments in the Investment Portfolio whose values have been estimated by Main Street with the oversight, review and approval by Main Street's Board of Directors in the absence of readily ascertainable market values. Because of the inherent uncertainty of the Investment Portfolio valuations, those estimated values may differ significantly from the values that would have been determined had a readily available market for the investments existed, and it is reasonably possible that the differences could be material.

S-111


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

3.     Cash and Cash Equivalents

        Cash and cash equivalents consist of cash and highly liquid investments with an original maturity of three months or less at the date of purchase. Cash and cash equivalents are carried at cost, which approximates fair value.

        At September 30, 2015, cash balances totaling $31.4 million exceeded FDIC insurance protection levels, subjecting the Company to risk related to the uninsured balance. All of the Company's cash deposits are held at large, established, high credit quality financial institutions and management believes that the risk of loss associated with any uninsured balances is remote.

4.     Marketable Securities and Idle Funds Investments

        Marketable securities and idle funds investments include intermediate-term secured debt investments, independently rated debt investments and publicly traded debt and equity investments. See the consolidated schedule of investments for more information on Marketable securities and idle funds investments.

5.     Interest, Dividend and Fee Income (Structuring and Advisory Services)

        Main Street records interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. In accordance with Main Street's valuation policy, Main Street evaluates accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if Main Street otherwise does not expect the debtor to be able to service all of its debt or other obligations, Main Street will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security's status significantly improves regarding the debtor's ability to service the debt or other obligations, or if a loan or debt security is fully impaired, sold or written off, Main Street removes it from non-accrual status.

        Main Street holds certain debt and preferred equity instruments in its Investment Portfolio that contain payment-in-kind ("PIK") interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed in Note B.9. below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though Main Street may not have collected the PIK interest and cumulative dividends in cash. Main Street stops accruing PIK interest and cumulative dividends and writes off any accrued and uncollected interest and dividends in arrears when it determines that such PIK interest and dividends in arrears are no longer collectible. For the three months ended September 30, 2015 and 2014, (i) approximately 2.2% and 2.5%, respectively, of Main Street's total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 1.2% and 1.8%, respectively, of Main Street's total investment income was attributable to cumulative dividend income

S-112


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

not paid currently in cash. For the nine months ended September 30, 2015 and 2014, (i) approximately 2.1% and 3.9%, respectively, of Main Street's total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 1.0% and 1.4%, respectively, of Main Street's total investment income was attributable to cumulative dividend income not paid currently in cash.

        As of September 30, 2015, Main Street's total Investment Portfolio had four investments on non-accrual status, which included one fully-impaired debt investment and comprised approximately 0.2% of its fair value and 3.0% of its cost. As of December 31, 2014, Main Street's total Investment Portfolio had five investments with positive fair value on non-accrual status, which comprised approximately 1.7% of its fair value and 4.7% of its cost.

        Main Street may periodically provide services, including structuring and advisory services, to its portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are deferred and accreted into interest income over the life of the financing.

        A presentation of the investment income Main Street received from its Investment Portfolio in each of the periods presented is as follows:

 
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2015   2014   2015   2014  
 
  (in thousands)
 

Interest, fee and dividend income:

                         

Interest income

  $ 34,167   $ 27,669   $ 97,010   $ 81,332  

Dividend income

    6,939     5,935     17,353     15,411  

Fee income

    1,273     2,627     5,887     4,704  

Total interest, fee and dividend income

  $ 42,379   $ 36,231   $ 120,250   $ 101,447  

6.     Deferred Financing Costs

        Deferred financing costs include SBIC debenture commitment fees and SBIC debenture leverage fees on the SBIC debentures which are not accounted for under the fair value option under ASC 825 (as discussed further in Note B.11.). These fees are approximately 3.4% of the total commitment and draw amounts, as applicable. These deferred financing costs have been capitalized and are being amortized into interest expense over the ten year term of each debenture agreement.

        Deferred financing costs also include commitment fees and other costs related to Main Street's multi-year investment credit facility (the "Credit Facility", as discussed further in Note F) and its notes (as discussed further in Note G). These costs have been capitalized and are amortized into interest expense over the term of the individual instrument.

7.     Unearned Income—Debt Origination Fees and Original Issue Discount and Discounts / Premiums to Par Value

        Main Street capitalizes debt origination fees received in connection with financings and reflects such fees as unearned income netted against the applicable debt investments. The unearned income

S-113


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

from the fees is accreted into interest income based on the effective interest method over the life of the financing.

        In connection with its portfolio debt investments, Main Street sometimes receives nominal cost warrants ("nominal cost equity") that are valued as part of the negotiation process with the particular portfolio company. When Main Street receives nominal cost equity, Main Street allocates its cost basis in its investment between its debt security and its nominal cost equity at the time of origination based on amounts negotiated with the particular portfolio company. The allocated amounts are based upon the fair value of the nominal cost equity, which is then used to determine the allocation of cost to the debt security. Any discount recorded on a debt investment resulting from this allocation is reflected as unearned income, which is netted against the applicable debt investment, and accreted into interest income based on the effective interest method over the life of the debt investment. The actual collection of this interest is deferred until the time of debt principal repayment.

        Main Street may also purchase debt securities at a discount or at a premium to the par value of the debt security. In the case of a purchase at a discount, Main Street records the investment at the par value of the debt security net of the discount, and the discount is accreted into interest income based on the effective interest method over the life of the debt investment. In the case of a purchase at a premium, Main Street records the investment at the par value of the debt security plus the premium, and the premium is amortized as a reduction to interest income based on the effective interest method over the life of the debt investment.

        To maintain RIC tax treatment (as discussed in Note B.9.), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though Main Street may not have collected the interest income. For the three months ended September 30, 2015 and 2014, approximately 2.3% and 2.3%, respectively, of Main Street's total investment income was attributable to interest income for the accretion of discounts associated with debt investments, net of any premium reduction. For the nine months ended September 30, 2015 and 2014, approximately 2.7% and 3.4%, respectively, of Main Street's total investment income was attributable to interest income for the accretion of discounts associated with debt investments, net of any premium reduction.

8.     Share-Based Compensation

        Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, Main Street measures the grant date fair value based upon the market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.

9.     Income Taxes

        MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC's taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its investment company taxable income to qualify for pass-through tax treatment and maintain its RIC status. As part of maintaining RIC status, undistributed taxable income (subject to a 4% U.S Federal excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal

S-114


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

year, provided such dividends are declared prior to the filing of the U.S federal income tax return for the applicable fiscal year.

        The Taxable Subsidiaries hold certain portfolio investments for Main Street. The Taxable Subsidiaries permit Main Street to hold equity investments in portfolio companies which are "pass-through" entities for tax purposes and to continue to comply with the "source-income" requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with Main Street for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in Main Street's consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in Main Street's consolidated financial statements.

        MSCC's wholly owned subsidiary MSCP is included in Main Street's consolidated financial statements for financing reporting purposes. For tax purposes, MSCP has elected to be treated as a taxable entity, and therefore is not consolidated with MSCC for income tax purposes and is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. The taxable income, or loss, of MSCP may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in Main Street's consolidated financial statements.

        The Taxable Subsidiaries and MSCP use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

        Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

10.   Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

        Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period net of recoveries and realized gains or losses from in-kind redemptions. Net change in unrealized appreciation or depreciation reflects the net change in the fair value of the Investment Portfolio and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.

S-115


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

11.   Fair Value of Financial Instruments

        Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Main Street believes that the carrying amounts of its financial instruments, consisting of cash and cash equivalents, receivables, payables and other liabilities approximate the fair values of such items due to the short term nature of these instruments. Marketable securities and idle funds investments may include investments in certificates of deposit, U.S. government agency securities, independently rated debt investments, diversified bond funds and publicly traded debt and equity investments and the fair value determination for these investments under the provisions of ASC 820 generally consists of Level 1 and 2 observable inputs, similar in nature to those discussed further in Note C.

        As part of Main Street's acquisition of the majority of the equity interests of MSC II in January 2010 (the "MSC II Acquisition"), Main Street elected the fair value option under ASC 825, Financial Instruments ("ASC 825") relating to accounting for debt obligations at their fair value, for the MSC II SBIC debentures acquired (the "Acquired Debentures") as part of the acquisition accounting related to the MSC II Acquisition and values those obligations as discussed further in Note C. In order to provide for a more consistent basis of presentation, Main Street has continued to elect the fair value option for SBIC debentures issued by MSC II subsequent to the MSC II Acquisition. When the fair value option is elected for a given SBIC debenture, the deferred loan costs associated with the debenture are fully expensed in the current period to "Net Change in Unrealized Appreciation (Depreciation)—SBIC debentures" as part of the fair value adjustment. Interest incurred in connection with SBIC debentures which are valued at fair value is included in interest expense.

12.   Earnings per Share

        Basic and diluted per share calculations are computed utilizing the weighted- average number of shares of common stock outstanding for the period. In accordance with ASC 260, Earnings Per Share, the unvested shares of restricted stock awarded pursuant to Main Street's equity compensation plans are participating securities and are included in the basic earnings per share calculation. As a result, for all periods presented, there is no difference between diluted earnings per share and basic earnings per share amounts.

13.   Recently Issued or Adopted Accounting Standards

        In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-9 supersedes the revenue recognition requirements under ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the ASC. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Under the new guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The new guidance will significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. Additionally, the guidance requires improved disclosures as to the nature, amount,

S-116


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

timing and uncertainty of revenue that is recognized. The FASB tentatively decided to defer the effective date of the new revenue standard for public entities under U.S. GAAP for one year. If finalized, the new guidance will be effective for the annual reporting period beginning after December 15, 2017, including interim periods within that reporting period. Early adoption would be permitted for annual reporting periods beginning after December 15, 2016. Main Street is currently evaluating the impact the adoption of this new accounting standard will have on its financial statements.

        In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The impact of the adoption of this new accounting standard on Main Street's consolidated financial statements is currently being evaluated.

        In May 2015, the FASB issued ASU 2015-07, Fair Value Measurements—Disclosures for Certain Entities that Calculate Net Asset Value per Share. This amendment updates guidance intended to eliminate the diversity in practice surrounding how investments measured at net asset value under the practical expedient with future redemption dates have been categorized in the fair value hierarchy. Under the updated guidance, investments for which fair value is measured at net asset value per share using the practical expedient should no longer be categorized in the fair value hierarchy, while investments for which fair value is measured at net asset value per share but the practical expedient is not applied should continue to be categorized in the fair value hierarchy. The updated guidance requires retrospective adoption for all periods presented and is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. The impact of the adoption of this new accounting standard on Main Street's consolidated financial statements is currently being evaluated.

        From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by Main Street as of the specified effective date. Main Street believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its financial statements upon adoption.

NOTE C—FAIR VALUE HIERARCHY FOR INVESTMENTS AND DEBENTURES—PORTFOLIO COMPOSITION

        ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. Main Street accounts for its investments at fair value.

        In accordance with ASC 820, Main Street has categorized its investments based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical investments (Level 1) and the lowest priority to unobservable inputs (Level 3).

S-117


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        Investments recorded on Main Street's balance sheet are categorized based on the inputs to the valuation techniques as follows:

        As required by ASC 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized within the Level 3 tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3). Main Street conducts reviews of fair value hierarchy classifications on a quarterly basis. During the classification process, Main Street may determine that it is appropriate to transfer investments between fair value hierarchy Levels. These transfers occur when Main Street has concluded that it is appropriate for the classification of an individual asset to be changed due to a change in the factors used to determine the selection of the Level. Any such changes are deemed to be effective during the quarter in which the transfer occurs.

        As of September 30, 2015 and December 31, 2014, all except for one of Main Street's LMM portfolio investments consisted of illiquid securities issued by private companies. The remaining investment was a publicly traded equity security. As a result, the fair value determination for the LMM portfolio investments primarily consisted of unobservable inputs. The fair value determination for the publicly traded equity security consisted of observable inputs in non-active markets for which sufficient observable inputs were available to determine the fair value. As a result, all of Main Street's LMM

S-118


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

portfolio investments were categorized as Level 3 as of September 30, 2015 and December 31, 2014, except for the one publicly traded equity security which was categorized as Level 2.

        As of September 30, 2015 and December 31, 2014, Main Street's Middle Market portfolio investments consisted primarily of investments in secured and unsecured debt investments and independently rated debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street's Middle Market portfolio investments were categorized as Level 3 as of September 30, 2015 and December 31, 2014.

        As of September 30, 2015 and December 31, 2014, Main Street's Private Loan portfolio investments primarily consisted of investments in interest-bearing secured debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street's Private Loan portfolio investments were categorized as Level 3 as of September 30, 2015 and December 31, 2014.

        As of September 30, 2015 and December 31, 2014, Main Street's Other Portfolio investments consisted of illiquid securities issued by private companies. The fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of Main Street's Other Portfolio investments were categorized as Level 3 as of September 30, 2015 and December 31, 2014.

        As of September 30, 2015 and December 31, 2014, Main Street's Marketable securities and idle funds investments consisted primarily of investments in publicly traded debt and equity investments. The fair value determination for these investments consisted of a combination of observable inputs in active markets for which sufficient observable inputs were available to determine the fair value of these investments. As a result, all of Main Street's Marketable securities and idle funds investments were categorized as Level 1 as of September 30, 2015 and December 31, 2014.

        The fair value determination of each portfolio investment categorized as Level 3 required one or more of the following unobservable inputs:

S-119


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        The significant unobservable inputs used in the fair value measurement of Main Street's LMM equity securities, which are generally valued through an average of the discounted cash flow technique and the market comparable/enterprise value technique (unless one of these approaches is determined to not be appropriate), are (i) EBITDA multiples and (ii) the weighted-average cost of capital ("WACC"). Significant increases (decreases) in EBITDA multiple inputs in isolation would result in a significantly higher (lower) fair value measurement. On the contrary, significant increases (decreases) in WACC inputs in isolation would result in a significantly lower (higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of Main Street's LMM, Middle Market, Private Loan and Other Portfolio debt securities are (i) risk adjusted discount rates used in the Yield-to-Maturity valuation technique (described in Note B.1.—Valuation of the Investment Portfolio) and (ii) the percentage of expected principal recovery. Significant increases (decreases) in any of these discount rates in isolation would result in a significantly lower (higher) fair value measurement. Significant increases (decreases) in any of these expected principal recovery percentages in isolation would result in a significantly higher (lower) fair value measurement. However, due to the nature of certain investments, fair value measurements may be based on other criteria, such as third-party appraisals of collateral and fair values as determined by independent third parties, which are not presented in the tables below.

S-120


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        The following table provides a summary of the significant unobservable inputs used to fair value Main Street's Level 3 portfolio investments as of September 30, 2015:

Type of Investment
  Fair Value
as of
September 30,
2015
(in thousands)
  Valuation Technique   Significant Unobservable Inputs   Range(3)   Weighted
Average(3)
 

Equity investments

  $ 506,285   Discounted cash flow   Weighted average cost of capital   10.9% - 19.4%     13.0%  

        Market comparable / Enterprise Value   EBITDA multiple(1)   4.0x - 8.5x(2)     6.8x  

Debt investments

 
$

656,173
 

Discounted cash flow

 

Risk adjusted discount factor

 

7.6% - 15.3%(2)

   
11.5%
 

            Expected principal recovery percentage   25.4% - 100.0%     99.7%  

Debt investments

 
$

700,516
 

Market approach

 

Third party quote

 

34.0 - 106.4

       

Total Level 3 investments

  $ 1,862,974                    

(1)
EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.

(2)
Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 4.0x - 18.8x and the range for risk adjusted discount factor is 6.0% - 30.8%.

(3)
Does not include investments for which the valuation technique does not include the use of the applicable fair value input.

        The following table provides a summary of the significant unobservable inputs used to fair value Main Street's Level 3 portfolio investments as of December 31, 2014:

Type of Investment
  Fair Value
as of
December 31,
2014
(in thousands)
  Valuation Technique   Significant Unobservable Inputs   Range(3)   Weighted
Average(3)
 

Equity investments

  $ 407,569   Discounted cash flow   Weighted average cost of capital   11.4% - 23.4%     13.9%  

        Market comparable / Enterprise Value   EBITDA multiple(1)   4.0x - 7.8x(2)     6.4x  

Debt investments

 
$

557,604
 

Discounted cash flow

 

Risk adjusted discount factor

 

7.5% - 15.8%(2)

   
12.1%
 

            Expected principal recovery percentage   42.0% - 100.0%     99.3%  

Debt investments

 
$

589,677
 

Market approach

 

Third party quote

 

60.1 - 102.3

       

Total Level 3 investments

  $ 1,554,850                    

(1)
EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.

(2)
Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 4.0x - 17.5x and the range for risk adjusted discount factor is 6.0% - 32.0%.

(3)
Does not include investments for which the valuation technique does not include the use of the applicable fair value input.

        The following table provides a summary of changes in fair value of Main Street's Level 3 portfolio investments for the nine months ended September 30, 2015 (amounts in thousands). Net unrealized

S-121


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

appreciation (depreciation) is included in the Net change in unrealized appreciation (depreciation)—portfolio investments on the consolidated statements of operations.

Type of Investment
  Fair Value
as of
December 31,
2014
  Transfers
Into Level 3
Hierarchy
  Redemptions/
Repayments
  New
Investments
  Net Changes
from
Unrealized
to Realized
  Net
Unrealized
Appreciation
(Depreciation)
  Other(1)   Fair Value
as of
September 30,
2015
 

Debt

  $ 1,147,281   $   $ (439,158 ) $ 672,305   $ 19,844   $ (32,804 ) $ (10,779 ) $ 1,356,689  

Equity

    391,933         (16,475 )   58,728     (8,250 )   55,865     10,376     492,177  

Equity Warrant

    15,636         (1,723 )   2,153     (1,687 )   (271 )       14,108  

  $ 1,554,850   $   $ (457,356 ) $ 733,186   $ 9,907   $ 22,790   $ (403 ) $ 1,862,974  

(1)
Includes the impact of non-cash conversions.

        The following table provides a summary of changes in fair value of Main Street's Level 3 portfolio investments for the nine months ended September 30, 2014 (amounts in thousands). All transfers that occurred between fair value hierarchy levels during the nine months ended September 30, 2014 were transfers out of Level 2 into Level 3 as certain investments were deemed to trade infrequently. Net unrealized appreciation (depreciation) is included in the Net change in unrealized appreciation (depreciation)—portfolio investments on the consolidated statements of operations.

Type of Investment
  Fair Value
as of
December 31,
2013
  Transfers
Into Level 3
Hierarchy
  Redemptions/
Repayments
  New
Investments
  Net Changes
from
Unrealized
to Realized
  Net
Unrealized
Appreciation
(Depreciation)
  Other(1)   Fair Value
as of
September 30,
2014
 

Debt

  $ 897,568   $ 55,102   $ (411,801 ) $ 575,644   $ 6,811   $ (19,144 ) $ (2,738 ) $ 1,101,442  

Equity

    270,764         (12,305 )   41,338     1,050     53,616     2,078     356,541  

Equity Warrant

    36,558         (650 )   771     (9,800 )   (6,931 )   83     20,031  

  $ 1,204,890   $ 55,102   $ (424,756 ) $ 617,753   $ (1,939 ) $ 27,541   $ (577 ) $ 1,478,014  

(1)
Includes the impact of non-cash conversions.

        As of September 30, 2015 and December 31, 2014, the fair value determination for the SBIC debentures recorded at fair value primarily consisted of unobservable inputs. As a result, the SBIC debentures which are recorded at fair value were categorized as Level 3. Main Street determines the fair value of these instruments primarily using a Yield-to-Maturity approach that analyzes the discounted cash flows of interest and principal for each SBIC debenture recorded at fair value based on estimated market interest rates for debt instruments of similar structure, terms, and maturity. Main Street's estimate of the expected repayment date of principal for each SBIC debenture recorded at fair value is the legal maturity date of the instrument. The significant unobservable inputs used in the fair value measurement of Main Street's SBIC debentures recorded at fair value are the estimated market interest rates used to fair value each debenture using the yield valuation technique described above. Significant increases (decreases) in the Yield- to-Maturity valuation inputs in isolation would result in a significantly lower (higher) fair value measurement.

S-122


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        The following table provides a summary of the significant unobservable inputs used to fair value Main Street's Level 3 SBIC debentures as of September 30, 2015 (amounts in thousands):

Type of Instrument
  Fair Value as of
September 30, 2015
  Valuation Technique   Significant Unobservable Inputs   Range   Weighted
Average
 

SBIC debentures

  $ 73,804   Discounted cash flow   Estimated market interest rates   4.1% - 5.9%     4.9 %

        The following table provides a summary of the significant unobservable inputs used to fair value Main Street's Level 3 SBIC debentures as of December 31, 2014 (amounts in thousands):

Type of Instrument
  Fair Value as of
December 31, 2014
  Valuation Technique   Significant Unobservable Inputs   Range   Weighted
Average
 

SBIC debentures

  $ 72,981   Discounted cash flow   Estimated market interest rates   4.6% - 6.0%     5.3%  

        The following table provides a summary of changes for the Level 3 SBIC debentures recorded at fair value for the nine months ended September 30, 2015 (amounts in thousands):

Fair Value as of
December 31, 2014
  Repayments   New SBIC
Debentures
  Net
Unrealized
(Appreciation)
Depreciation
  Fair Value as of
September 30, 2015
 
$ 72,981   $   $   $ 823   $ 73,804  

        The following table provides a summary of changes for the Level 3 SBIC debentures recorded at fair value for the nine months ended September 30, 2014 (amounts in thousands):

Fair Value as of
December 31, 2013
  Repayments   New SBIC
Debentures
  Net
Unrealized
(Appreciation)
Depreciation
  Fair Value as of
September 30, 2014
 
$ 62,050   $   $   $ 10,779   $ 72,829  

S-123


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        At September 30, 2015 and December 31, 2014, Main Street's investments and SBIC debentures at fair value were categorized as follows in the fair value hierarchy for ASC 820 purposes:

 
   
  Fair Value Measurements  
 
   
  (in thousands)
 
At September 30, 2015
  Fair Value   Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
  Significant Other
Observable Inputs
(Level 2)
  Significant
Unobservable Inputs
(Level 3)
 

LMM portfolio investments

  $ 856,371   $   $ 4,460   $ 851,911  

Middle Market portfolio investments

    669,519             669,519  

Private Loan portfolio investments

    252,366             252,366  

Other Portfolio investments

    56,873             56,873  

External Investment Manager

    32,305             32,305  

Total portfolio investments

    1,867,434         4,460     1,862,974  

Marketable securities and idle funds investments

    4,583     4,583          

Total investments

  $ 1,872,017   $ 4,583   $ 4,460   $ 1,862,974  

SBIC debentures at fair value

  $ 73,804   $   $   $ 73,804  

 

 
   
  Fair Value Measurements  
 
   
  (in thousands)
 
At December 31, 2014
  Fair Value   Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
  Significant Other
Observable Inputs
(Level 2)
  Significant
Unobservable Inputs
(Level 3)
 

LMM portfolio investments

  $ 733,191   $   $ 8,480   $ 724,711  

Middle Market portfolio investments

    542,688             542,688  

Private Loan portfolio investments

    213,015             213,015  

Other Portfolio investments

    58,856             58,856  

External Investment Manager

    15,580             15,580  

Total portfolio investments

    1,563,330         8,480     1,554,850  

Marketable securities and idle funds investments

    9,067     9,067          

Total investments

  $ 1,572,397   $ 9,067   $ 8,480   $ 1,554,850  

SBIC debentures at fair value

  $ 72,981   $   $   $ 72,981  

Investment Portfolio Composition

        Main Street's lower middle market ("LMM") portfolio investments primarily consist of secured debt, equity warrants and direct equity investments in privately held, LMM companies based in the United States. Main Street's LMM portfolio companies generally have annual revenues between $10 million and $150 million, and its LMM investments generally range in size from $5 million to $50 million. The LMM debt investments are typically secured by either a first or second priority lien on

S-124


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

the assets of the portfolio company, primarily bear interest at fixed rates, and generally have a term of between five and seven years from the original investment date. In most LMM portfolio investments, Main Street receives nominally priced equity warrants and/or makes direct equity investments in connection with a debt investment.

        Main Street's middle market ("Middle Market") portfolio investments primarily consist of direct investments in or secondary purchases of interest- bearing debt securities in privately held companies based in the United States that are generally larger in size than the companies included in Main Street's LMM portfolio. Main Street's Middle Market portfolio companies generally have annual revenues between $150 million and $1.5 billion, and its Middle Market investments generally range in size from $3 million to $15 million. Main Street's Middle Market portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

        Main Street's private loan ("Private Loan") portfolio investments are primarily debt securities which have been originated through strategic relationships with other investment funds on a collaborative basis, and are often referred to in the debt markets as "club deals." Private Loan investments are typically similar in size, structure, terms and conditions to investments Main Street holds in its LMM portfolio and Middle Market portfolio. Main Street's Private Loan portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

        Main Street's other portfolio ("Other Portfolio") investments primarily consist of investments which are not consistent with the typical profiles for LMM, Middle Market and Private Loan portfolio investments, including investments which may be managed by third parties. In the Other Portfolio, Main Street may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.

        Main Street's external asset management business is conducted through its External Investment Manager. The External Investment Manager earns management fees based on the assets of the funds under management and may earn incentive fees, or a carried interest, based on the performance of the funds managed. Main Street has entered into an agreement to provide the External Investment Manager with asset management service support in connection with its asset management business generally, and specifically for its relationship with HMS Income Fund, Inc. ("HMS Income"). Through this agreement, Main Street provides management and other services to the External Investment Manager, as well as access to Main Street's employees, infrastructure, business relationships, management expertise and capital raising capabilities. In the first quarter of 2014, Main Street began charging the External Investment Manager the cost for these services. Main Street's total expenses for the three months ended September 30, 2015 and 2014 are net of expenses charged to the External Investment Manager of $1.1 million and $0.6 million, respectively. Main Street's total expenses for the nine months ended September 30, 2015 and 2014 are net of expenses charged to the External Investment Manager of $3.1 million and $1.3 million, respectively.

        Investment income, consisting of interest, dividends and fees, can fluctuate dramatically due to various factors, including the level of new investment activity, repayments of debt investments or sales of equity interests. Investment income in any given year could also be highly concentrated among several portfolio companies. For the three and nine months ended September 30, 2015 and 2014, Main Street did not record investment income from any single portfolio company in excess of 10% of total investment income.

S-125


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        The following tables provide a summary of Main Street's investments in the LMM, Middle Market and Private Loan portfolios as of September 30, 2015 and December 31, 2014 (this information excludes the Other Portfolio investments and the External Investment Manager which are discussed further below):

 
  As of September 30, 2015  
 
  LMM(a)   Middle
Market
  Private
Loan
 
 
  (dollars in millions)
 

Number of portfolio companies

    71     86     41  

Fair value

  $ 856.4   $ 669.5   $ 252.4  

Cost

  $ 693.7   $ 695.2   $ 273.1  

% of portfolio at cost—debt

    70.4%     98.5%     94.9%  

% of portfolio at cost—equity

    29.6%     1.5%     5.1%  

% of debt investments at cost secured by first priority lien

    89.6%     87.8%     87.6%  

Weighted-average annual effective yield(b)

    12.3%     8.0%     9.5%  

Average EBITDA(c)

  $ 6.1   $ 97.9   $ 17.1  

(a)
At September 30, 2015, Main Street had equity ownership in approximately 96% of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was approximately 36%.

(b)
The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of September 30, 2015, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. Weighted-average annual effective yield is higher than what an investor in shares of Main Street's common stock will realize on its investment because it does not reflect Main Street's expenses or any sales load paid by an investor.

(c)
The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted average for the Middle Market and Private Loan portfolios. These calculations exclude certain portfolio companies, including four LMM portfolio companies, one Middle Market portfolio company and eight Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for Main Street's investments in these

S-126


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 
  As of December 31, 2014  
 
  LMM(a)   Middle
Market
  Private
Loan
 
 
  (dollars in millions)
 

Number of portfolio companies

    66     86     31  

Fair value

  $ 733.2   $ 542.7   $ 213.0  

Cost

  $ 599.4   $ 561.8   $ 224.0  

% of portfolio at cost—debt

    71.5%     99.8%     95.6%  

% of portfolio at cost—equity

    28.5%     0.2%     4.4%  

% of debt investments at cost secured by first priority lien

    89.6%     85.1%     87.8%  

Weighted-average annual effective yield(b)

    13.2%     7.8%     10.1%  

Average EBITDA(c)

  $ 5.0   $ 77.2   $ 18.1  

(a)
At December 31, 2014, Main Street had equity ownership in approximately 95% of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was approximately 35%.

(b)
The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2014, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. Weighted-average annual effective yield is higher than what an investor in shares of Main Street's common stock will realize on its investment because it does not reflect Main Street's expenses or any sales load paid by an investor.

(c)
The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted average for the Middle Market and Private Loan portfolios. These calculations exclude certain portfolio companies, including two LMM portfolio companies, one Middle Market portfolio company and five Private Loan portfolio companies as EBITDA is not a meaningful valuation metric for Main Street's investments in these portfolio companies companies, and those portfolio companies whose primary purpose is to own real estate.

        As of September 30, 2015, Main Street had Other Portfolio investments in seven companies, collectively totaling approximately $56.9 million in fair value and approximately $61.2 million in cost basis and which comprised approximately 3.0% of Main Street's Investment Portfolio at fair value. As of December 31, 2014, Main Street had Other Portfolio investments in six companies, collectively totaling approximately $58.9 million in fair value and approximately $56.2 million in cost basis and which comprised approximately 3.8% of Main Street's Investment Portfolio at fair value.

        As discussed further in Note A.1., Main Street holds an investment in the External Investment Manager, a wholly owned subsidiary that is treated as a portfolio investment. As of September 30, 2015, there was no cost basis in this investment and the investment had a fair value of $32.3 million, which comprised 1.7% of Main Street's Investment Portfolio at fair value. As of December 31, 2014, there was no cost basis in this investment and the investment had a fair value of $15.6 million, which comprised 1.0% of Main Street's Investment Portfolio at fair value.

S-127


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        The following tables summarize the composition of Main Street's total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at cost and fair value by type of investment as a percentage of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments, as of September 30, 2015 and December 31, 2014 (this information excludes the Other Portfolio investments and the External Investment Manager).

Cost:
  September 30,
2015
  December 31,
2014
 

First lien debt

    76.1%     75.7%  

Equity

    12.6%     11.6%  

Second lien debt

    9.0%     10.0%  

Equity warrants

    1.3%     1.5%  

Other

    1.0%     1.2%  

    100.0%     100.0%  

 

Fair Value:
  September 30,
2015
  December 31,
2014
 

First lien debt

    67.3%     66.9%  

Equity

    23.0%     21.9%  

Second lien debt

    8.2%     9.2%  

Equity warrants

    0.8%     1.0%  

Other

    0.7%     1.0%  

    100.0%     100.0%  

        The following tables summarize the composition of Main Street's total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments by geographic region of the United States and other countries at cost and fair value as a percentage of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments, as of September 30, 2015 and December 31, 2014 (this information excludes the Other Portfolio investments and the External Investment Manager). The geographic composition is determined by the location of the corporate headquarters of the portfolio company.

Cost:
  September 30,
2015
  December 31,
2014
 

Southwest

    32.2%     29.6%  

Northeast

    19.7%     19.9%  

Midwest

    16.1%     13.5%  

West

    14.3%     18.7%  

Southeast

    13.5%     15.4%  

Canada

    2.4%     0.7%  

Other Non-United States

    1.8%     2.2%  

    100.0%     100.0%  

S-128


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)


Fair Value:
  September 30,
2015
  December 31,
2014
 

Southwest

    35.5%     33.7%  

Northeast

    18.0%     18.3%  

West

    15.4%     20.4%  

Midwest

    14.8%     12.7%  

Southeast

    12.6%     12.4%  

Canada

    2.1%     0.6%  

Other Non-United States

    1.6%     1.9%  

    100.0%     100.0%  

        Main Street's LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments are in companies conducting business in a variety of industries. The following tables summarize the composition of Main Street's total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments by industry at cost and fair value

S-129


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

as of September 30, 2015 and December 31, 2014 (this information excludes the Other Portfolio investments and the External Investment Manager).

Cost:
  September 30,
2015
  December 31,
2014
 

Hotels, Restaurants & Leisure

    7.7%     5.6%  

Energy Equipment & Services

    7.0%     8.3%  

Media

    6.0%     8.3%  

Machinery

    5.4%     6.5%  

IT Services

    5.2%     5.9%  

Specialty Retail

    5.0%     4.7%  

Software

    4.7%     5.4%  

Construction & Engineering

    4.3%     5.3%  

Diversified Telecommunication Services

    4.3%     4.0%  

Health Care Providers & Services

    4.2%     4.9%  

Internet Software & Services

    3.6%     1.9%  

Electronic Equipment, Instruments & Components

    3.3%     3.0%  

Diversified Consumer Services

    3.1%     2.9%  

Auto Components

    2.6%     2.3%  

Food Products

    2.5%     1.8%  

Commercial Services & Supplies

    2.2%     1.0%  

Oil, Gas & Consumable Fuels

    2.1%     2.5%  

Diversified Financial Services

    2.1%     1.0%  

Pharmaceuticals

    1.8%     1.8%  

Building Products

    1.8%     1.1%  

Health Care Equipment & Supplies

    1.8%     2.1%  

Professional Services

    1.8%     1.1%  

Road & Rail

    1.6%     1.8%  

Aerospace & Defense

    1.2%     1.2%  

Leisure Equipment & Products

    1.2%     0.5%  

Automobile

    1.2%     0.8%  

Chemicals

    1.1%     1.3%  

Air Freight & Logistics

    1.1%     0.9%  

Distributors

    1.1%     1.0%  

Trading Companies & Distributors

    1.0%     1.2%  

Textiles, Apparel & Luxury Goods

    0.6%     1.3%  

Other(1)

    7.4%     8.6%  

    100.0%     100.0%  

(1)
Includes various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at each date.

S-130


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Fair Value:
  September 30,
2015
  December 31,
2014
 

Hotels, Restaurants & Leisure

    7.5%     5.6%  

Machinery

    6.5%     8.1%  

Energy Equipment & Services

    6.1%     7.9%  

Specialty Retail

    5.7%     4.9%  

Software

    5.5%     5.5%  

Media

    5.2%     7.7%  

Diversified Consumer Services

    5.0%     4.4%  

Construction & Engineering

    4.9%     5.5%  

IT Services

    4.8%     5.4%  

Diversified Telecommunication Services

    3.8%     3.8%  

Health Care Providers & Services

    3.5%     4.4%  

Internet Software & Services

    3.3%     2.3%  

Auto Components

    2.8%     2.5%  

Electronic Equipment, Instruments & Components

    2.7%     2.5%  

Road & Rail

    2.5%     2.3%  

Food Products

    2.4%     1.6%  

Diversified Financial Services

    2.1%     1.0%  

Commercial Services & Supplies

    2.1%     1.0%  

Pharmaceuticals

    1.7%     1.7%  

Health Care Equipment & Supplies

    1.7%     1.9%  

Professional Services

    1.7%     1.0%  

Oil, Gas & Consumable Fuels

    1.6%     1.9%  

Building Products

    1.6%     0.9%  

Air Freight & Logistics

    1.2%     0.8%  

Aerospace & Defense

    1.1%     1.1%  

Leisure Equipment & Products

    1.1%     0.4%  

Distributors

    1.1%     1.0%  

Automobile

    1.1%     0.8%  

Chemicals

    1.0%     1.2%  

Trading Companies & Distributors

    0.9%     1.1%  

Paper & Forest Products

    0.7%     1.2%  

Textiles, Apparel & Luxury Goods

    0.5%     1.2%  

Other(1)

    6.6%     7.4%  

    100.0%     100.0%  

(1)
Includes various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at each date.

        At September 30, 2015 and December 31, 2014, Main Street had no portfolio investment that was greater than 10% of the Investment Portfolio at fair value.

S-131


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

NOTE D—EXTERNAL INVESTMENT MANAGER

        As discussed further in Note A.1., the External Investment Manager provides investment management and other services to External Parties. The External Investment Manager is accounted for as a portfolio investment of MSCC since the External Investment Manager conducts all of its investment management activities for parties outside of MSCC and its consolidated subsidiaries.

        During May 2012, Main Street entered into an investment sub-advisory agreement with HMS Adviser, LP ("HMS Adviser"), which is the investment advisor to HMS Income Fund, Inc. ("HMS Income"), a non-publicly traded BDC whose registration statement on Form N-2 was declared effective by the SEC in June 2012, to provide certain investment advisory services to HMS Adviser. In December 2013, after obtaining required no-action relief from the SEC to allow it to own a registered investment adviser, Main Street assigned the sub-advisory agreement to the External Investment Manager since the fees received from such arrangement could otherwise have negative consequences on MSCC's ability to meet the source-of-income requirement necessary for it to maintain its RIC tax treatment. Under the investment sub-advisory agreement, the External Investment Manager is entitled to 50% of the base management fee and the incentive fees earned by HMS Adviser under its advisory agreement with HMS Income. Based upon several fee waiver agreements with HMS Income and HMS Adviser, the External Investment Manager did not begin accruing the base management fee and incentive fees, if any, until January 1, 2014. Beginning January 1, 2015, the External Investment Manager conditionally agreed to waive a limited amount of the base management fee and incentive fees otherwise earned during the year ended December 31, 2015. During the three months ended September 30, 2015 and 2014, the External Investment Manager earned $2.1 million and $0.8 million, respectively, of management fees (net of fees waived, if any) under the sub-advisory agreement with HMS Adviser. During the nine months ended September 30, 2015 and 2014, the External Investment Manager earned $5.5 million and $1.7 million, respectively, of management fees (net of fees waived, if any) under the sub-advisory agreement with HMS Adviser.

        The investment in the External Investment Manager is accounted for using fair value accounting, with the fair value determined by Main Street and approved, in good faith, by Main Street's Board of Directors. Main Street determines the fair value of the External Investment Manager using the Waterfall valuation method under the market approach (see further discussion in Note B.1.). Any change in fair value of the investment in the External Investment Manager is recognized on Main Street's consolidated statement of operations in "Net Change in Unrealized Appreciation (Depreciation)—Portfolio investments".

        The External Investment Manager has elected, for tax purposes, to be treated as a taxable entity, is not consolidated with Main Street for income tax purposes and is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. The External Investment Manager has elected to be treated as a taxable entity to enable it to receive fee income and to allow MSCC to continue to comply with the "source-income" requirements contained in the RIC tax provisions of the Code. The taxable income, or loss, of the External Investment Manager may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. The External Investment Manager provides for any income tax expense, or benefit, and any tax assets or liabilities in its separate financial statements.

        Main Street provides services to the External Investment Manager and charges the expenses necessary to perform these services to the External Investment Manager generally based on a

S-132


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

combination of the direct time spent, new investment origination activity and assets under management, depending on the nature of the expense. For the three months ended September 30, 2015 and 2014, Main Street charged $1.1 million and $0.6 million of total expenses, respectively, to the External Investment Manager. For the nine months ended September 30, 2015 and 2014, Main Street charged $3.1 million and $1.3 million of total expenses, respectively, to the External Investment Manager. The total contribution of the External Investment Manager to Main Street's net investment income consists of the combination of the expenses charged to the External Investment Manager and dividend income from the External Investment Manager. For the three months ended September 30, 2015 and 2014, the total contribution to net investment income was $1.8 million and $0.7 million, respectively. For the nine months ended September 30, 2015 and 2014, the total contribution to net investment income was $4.7 million and $1.5 million, respectively.

        Summarized financial information from the separate financial statements of the External Investment Manager as of September 30, 2015 and December 31, 2014 and for the three and nine months ended September 30, 2015 and 2014 is as follows:

 
  As of
September 30,
  As of
December 31,
 
 
  2015   2014  
 
  (in thousands)
 

Cash

  $ 31   $ 130  

Taxes receivable

    105      

Accounts receivable—HMS Income

    2,134     1,120  

Total assets

  $ 2,270   $ 1,250  

Accounts payable to MSCC and its subsidiaries

  $ 1,660   $ 699  

Dividend payable to MSCC

    610     253  

Taxes payable

        298  

Equity

         

Total liabilities and equity

  $ 2,270   $ 1,250  

 

 
  Three Months
Ended
September 30,
  Nine Months
Ended
September 30,
 
 
  2015   2014   2015   2014  
 
  (in thousands)
 

Management fee income

  $ 2,105   $ 834   $ 5,500   $ 1,668  

Expenses allocated from MSCC or its subsidiaries:

   
 
   
 
   
 
   
 
 

Salaries, share-based compensation and other personnel costs

    (764 )   (439 )   (2,146 )   (994 )

Other G&A expenses

    (381 )   (177 )   (987 )   (349 )

Total allocated expenses

    (1,145 )   (616 )   (3,133 )   (1,343 )

Other direct G&A expenses

                (2 )

Total expenses

    (1,145 )   (616 )   (3,133 )   (1,345 )

Pre-tax income

    960     218     2,367     323  

Tax expense

    (350 )   (87 )   (847 )   (129 )

Net income

  $ 610   $ 131   $ 1,520   $ 194  

S-133


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

NOTE E—SBIC DEBENTURES

        SBIC debentures payable were $225.0 million at both September 30, 2015 and December 31, 2014, respectively. SBIC debentures provide for interest to be paid semi-annually, with principal due at the applicable 10-year maturity date of each debenture. The weighted-average annual interest rate on the SBIC debentures was 4.2% as of both September 30, 2015 and December 31, 2014. The first principal maturity due under the existing SBIC debentures is in 2017, and the remaining weighted-average duration as of September 30, 2015 was approximately 5.8 years. For the three months ended September 30, 2015 and 2014, Main Street recognized interest expense attributable to the SBIC debentures of $2.5 million in each period, respectively. For the nine months ended September 30, 2015 and 2014, Main Street recognized interest expense attributable to the SBIC debentures of $7.4 million and $7.0 million, respectively. Main Street has incurred upfront leverage and other miscellaneous fees of approximately 3.4% of the debenture principal amount. In accordance with SBA regulations, the Funds are precluded from incurring additional non-SBIC debt without the prior approval of the SBA. The Funds are subject to annual compliance examinations by the SBA. There have been no historical findings resulting from these examinations.

        As of September 30, 2015, the recorded value of the SBIC debentures was $223.6 million which consisted of (i) $73.8 million recorded at fair value, or $1.4 million less than the $75.2 million face value of the SBIC debentures held in MSC II, and (ii) $149.8 million reported at face value and held in MSMF. As of September 30, 2015, if Main Street had adopted the fair value option under ASC 825 for all of its SBIC debentures, Main Street estimates the fair value of its SBIC debentures would be approximately $211.1 million, or $13.9 million less than the $225.0 million face value of the SBIC debentures.

NOTE F—CREDIT FACILITY

        Main Street maintains the Credit Facility to provide additional liquidity to support its investment and operational activities. The Credit Facility provides for commitments from a diversified group of fifteen lenders, matures in September 2019 and was amended during April 2015 to increase the total commitments from $572.5 million to $597.5 million and increase the accordion feature of the Credit Facility from $650.0 million to $750.0 million. The accordion feature allows Main Street to increase the total commitments under the facility from new and existing lenders on the same terms and conditions as the existing commitments.

        Borrowings under the Credit Facility bear interest, subject to Main Street's election, on a per annum basis equal to (i) the applicable LIBOR rate (0.20% as of September 30, 2015) plus 2.00%, as long as Main Street maintains an investment grade rating (or 2.25% if Main Street does not maintain an investment grade rating) or (ii) the applicable base rate (Prime Rate of 3.25% as of September 30, 2015) plus 1.00%, as long as Main Street maintains an investment grade rating (or 1.25% if Main Street does not maintain an investment grade rating). Main Street pays unused commitment fees of 0.25% per annum on the unused lender commitments under the Credit Facility. The Credit Facility is secured by a first lien on the assets of MSCC and its subsidiaries, excluding the equity ownership and assets of the Funds and the External Investment Manager. The Credit Facility contains certain affirmative and negative covenants, including: (i) maintaining a minimum availability of at least 10% of the borrowing base, (ii) maintaining an interest coverage ratio of at least 2.0 to 1.0, (iii) maintaining an asset coverage ratio of at least 1.5 to 1.0, and (iv) maintaining a minimum tangible net worth. The Credit Facility is provided on a revolving basis through its final maturity date in September 2019, and

S-134


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

contains two, one-year extension options which could extend the final maturity by up to two years, subject to certain conditions, including lender approval.

        At September 30, 2015, Main Street had $346.0 million in borrowings outstanding under the Credit Facility. As of September 30, 2015, if Main Street had adopted the fair value option under ASC 825 for its Credit Facility, Main Street estimates its fair value would approximate its recorded value. Main Street recognized interest expense related to the Credit Facility, including unused commitment fees and amortization of deferred loan costs, of $2.2 million and $2.0 million for the three months ended September 30, 2015 and 2014, respectively and of $5.5 million and $5.3 million, respectively, for the nine months ended September 30, 2015 and 2014. As of September 30, 2015, the interest rate on the Credit Facility was 2.2%, which is consistent with the average rate for the three months ended September 30, 2015. Main Street was in compliance with all financial covenants of the Credit Facility.

NOTE G—NOTES

        In April 2013, Main Street issued $92.0 million, including the underwriters full exercise of their option to purchase additional principal amounts to cover over-allotments, in aggregate principal amount of 6.125% Notes due 2023 (the "6.125% Notes"). The 6.125% Notes are unsecured obligations and rank pari passu with Main Street's current and future unsecured indebtedness; senior to any of its future indebtedness that expressly provides it is subordinated to the 6.125% Notes; effectively subordinated to all of its existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under its Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of its subsidiaries, including without limitation, the indebtedness of the Funds. The 6.125% Notes mature on April 1, 2023, and may be redeemed in whole or in part at any time or from time to time at Main Street's option on or after April 1, 2018. The 6.125% Notes bear interest at a rate of 6.125% per year payable quarterly on January 1, April 1, July 1 and October 1 of each year. The total net proceeds to Main Street from the 6.125% Notes, after underwriting discounts and estimated offering expenses payable by Main Street, were approximately $89.0 million. Main Street has listed the 6.125% Notes on the New York Stock Exchange under the trading symbol "MSCA". Main Street may from time to time repurchase the 6.125% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of September 30, 2015, the outstanding balance of the 6.125% Notes was $90.7 million. As of September 30, 2015, if Main Street had adopted the fair value option under ASC 825 for the 6.125% Notes, Main Street estimates the fair value would be approximately $92.0 million. Main Street recognized interest expense related to the 6.125% Notes, including amortization of deferred loan costs, of $1.5 million for each of the three months ended September 30, 2015 and 2014. Main Street recognized interest expense related to the 6.125% Notes, including amortization of deferred loan costs, of $4.4 million for each of the nine months ended September 30, 2015 and 2014.

        The indenture governing the 6.125% Notes (the "6.125% Notes Indenture") contains certain covenants, including covenants requiring Main Street's compliance with (regardless of whether Main Street is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring Main Street to provide financial information to the holders of the 6.125% Notes and the Trustee if Main Street ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the 6.125% Notes Indenture.

S-135


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        In November 2014, Main Street issued $175.0 million in aggregate principal amount of 4.50% unsecured notes due 2019 (the "4.50% Notes") at an issue price of 99.53%. The 4.50% Notes are unsecured obligations and rank pari passu with Main Street's current and future unsecured indebtedness; senior to any of its future indebtedness that expressly provides it is subordinated to the 4.50% Notes; effectively subordinated to all of its existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under its Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of its subsidiaries, including without limitation, the indebtedness of the Funds. The 4.50% Notes mature on December 1, 2019, and may be redeemed in whole or in part at any time at Main Street's option subject to certain make whole provisions. The 4.50% Notes bear interest at a rate of 4.50% per year payable semi-annually on June 1 and December 1 of each year. The total net proceeds from the 4.50% Notes, resulting from the issue price and after underwriting discounts and estimated offering expenses payable by us, were approximately $171.2 million. Main Street may from time to time repurchase the 4.50% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of September 30, 2015, the outstanding balance of the 4.50% Notes was $175.0 million. As of September 30, 2015, if Main Street had adopted the fair value option under ASC 825 for the 4.50% Notes, Main Street estimates its fair value would be approximately $179.4 million. Main Street recognized interest expense related to the 4.50% Notes, including amortization of deferred loan costs, of $2.1 million and $6.4 million for the three months and nine months ended September 30, 2015, respectively.

        The indenture governing the 4.50% Notes (the "4.50% Notes Indenture") contains certain covenants, including covenants requiring Main Street's compliance with (regardless of whether Main Street is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring Main Street to provide financial information to the holders of the 4.50% Notes and the Trustee if Main Street ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the 4.50% Notes Indenture.

S-136


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

NOTE H—FINANCIAL HIGHLIGHTS

 
  Nine Months Ended
September 30,
 
 
  2015   2014  

Per Share Data:

             

NAV at the beginning of the period

  $ 20.85   $ 19.89  

Net investment income(1)

   
1.61
   
1.61
 

Net realized gain (loss)(1)(2)

    (0.19 )   0.25  

Net change in net unrealized appreciation(1)(2)

    0.42     0.17  

Income tax benefit (provision)(1)(2)

    0.15     (0.20 )

Net increase in net assets resulting from operations(1)

    1.99     1.83  

Dividends paid to stockholders from net investment income

   
(1.79

)
 
(1.46

)

Distributions from capital gains

    (0.05 )   (0.30 )

Total dividends paid

    (1.84 )   (1.76 )

Impact of the net change in monthly dividends declared prior to the end of the period and paid in the subsequent period

    (0.01 )   (0.01 )

Accretive effect of public stock offerings (issuing shares above NAV per share)

    0.71     1.07  

Accretive effect of DRIP issuance (issuing shares above NAV per share)

    0.08     0.09  

Other(3)

    0.01     (0.03 )

NAV at the end of the period

  $ 21.79   $ 21.08  

Market value at the end of the period

  $ 26.66   $ 30.64  

Shares outstanding at the end of the period

    50,079,178     44,945,194  

(1)
Based on weighted average number of common shares outstanding for the period.

(2)
Net realized gains or losses, net change in unrealized appreciation or depreciation, and income taxes can fluctuate significantly from period to period.

(3)
Includes the impact of the different share amounts as a result of calculating certain per share data based on the weighted average basic shares outstanding during the period and

S-137


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 
  Nine Months Ended
September 30,
 
 
  2015   2014  
 
  (in thousands, except
percentages)

 

NAV at end of period

  $ 1,090,981   $ 947,506  

Average NAV

  $ 1,051,418   $ 871,964  

Average outstanding debt

  $ 742,993   $ 553,622  

Ratio of total expenses, including income tax expense, to average NAV(1)(2)

    3.38%     4.72%  

Ratio of operating expenses to average NAV(2)(3)

    4.05%     3.76%  

Ratio of operating expenses, excluding interest expense, to average NAV(2)(3)

    1.79%     1.84%  

Ratio of net investment income to average NAV(2)

    7.47%     7.94%  

Portfolio turnover ratio(2)

    16.68%     27.24%  

Total investment return(2)(4)

    –6.74%     –1.06%  

Total return based on change in NAV(2)(5)

    10.31%     9.94%  

(1)
Total expenses are the sum of operating expenses and net income tax provision/benefit. Net income tax provision/benefit includes the accrual of net deferred tax provision/benefit on the net unrealized appreciation/depreciation on portfolio investments held in Taxable Subsidiaries and due to the change in net operating loss carryforwards, which are non-cash in nature and may vary significantly from period to period. Main Street is required to include net deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes are not currently payable/receivable.

(2)
Not annualized.

(3)
Operating expenses include compensation, general and administrative and share-based compensation expenses, net of expenses charged to the External Investment Manager.

(4)
Total investment return based on purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by Main Street's dividend reinvestment plan during the period. The return does not reflect any sales load that may be paid by an investor.

(5)
Total return based on change in net asset value was calculated using the sum of ending net asset value plus dividends to stockholders and other non-operating changes during the period, as divided by the beginning net asset value.

NOTE I—DIVIDENDS, DISTRIBUTIONS AND TAXABLE INCOME

        Main Street paid regular monthly dividends of $0.170 per share for each month of January through March 2015 and $0.175 for each month of April through September 2015, totaling approximately $26.2 million, or $0.525 per share, for the three months ended September 30, 2015, and $75.4 million, or $1.560 per share, for the nine months ended September 30, 2015. The third quarter 2015 regular

S-138


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

monthly dividends represent a 6.1% increase from the regular monthly dividends paid for the third quarter of 2014. Additionally, Main Street paid a $0.275 per share supplemental semi-annual dividend, totaling $13.7 million, in June 2015 compared to $12.3 million, or $0.275 per share, paid in June 2014. The regular monthly dividends equaled a total of approximately $22.2 million, or $0.495 per share, for the three months ended September 30, 2014, and $63.3 million, or $1.485 per share, for the nine months ended September 30, 2014.

        MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC's taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its investment company taxable income to qualify for pass-through tax treatment and maintain its RIC status. As part of maintaining RIC status, undistributed taxable income (subject to a 4% U.S Federal excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared prior to the filing of the U.S federal income tax return for the applicable fiscal year.

        The determination of the tax attributes for Main Street's distributions is made annually, based upon its taxable income for the full year and distributions paid for the full year. Therefore, a determination made on an interim basis may not be representative of the actual tax attributes of distributions for a full year. Ordinary dividend distributions from a RIC do not qualify for the 20% maximum tax rate (plus a 3.8% Medicare surtax, if applicable) on dividend income from domestic corporations and qualified foreign corporations, except to the extent that the RIC received the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations. The tax attributes for distributions will generally include both ordinary income and capital gains, but may also include qualified dividends or return of capital.

S-139


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        Listed below is a reconciliation of "Net increase in net assets resulting from operations" to taxable income and to total distributions declared to common stockholders for the nine months ended September 30, 2015 and 2014.

 
  Nine Months Ended
September 30,
 
 
  2015   2014  
 
  (estimated, amounts in
thousands)

 

Net increase in net assets resulting from operations

  $ 96,895   $ 78,754  

Book tax difference share-based compensation expense

    (662 )   3,034  

Net change in net unrealized appreciation

    (20,372 )   (7,160 )

Income tax provision (benefit)

    (7,004 )   8,401  

Pre-tax book (income) loss not consolidated for tax purposes

    15,240     (2,217 )

Book income and tax income differences, including debt origination, structuring fees, dividends, realized gains and changes in estimates

    992     332  

Estimated taxable income(1)

    85,089     81,144  

Taxable income earned in prior year and carried forward for distribution in current year

    38,638     37,046  

Taxable income earned prior to period end and carried forward for distribution next period

    (42,279 )   (49,184 )

Dividend payable as of period end and paid in the following period

    9,014     7,641  

Total distributions accrued or paid to common stockholders

  $ 90,462   $ 76,647  

(1)
Main Street's taxable income for each period is an estimate and will not be finally determined until the company files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate.

        The Taxable Subsidiaries hold certain portfolio investments for Main Street. The Taxable Subsidiaries permit Main Street to hold equity investments in portfolio companies which are "pass-through" entities for tax purposes and to continue to comply with the "source-income" requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with Main Street for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in Main Street's consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in Main Street's consolidated financial statements.

        MSCC's wholly owned subsidiary MSCP is included in Main Street's consolidated financial statements for financing reporting purposes. For tax purposes, MSCP has elected to be treated as a

S-140


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

taxable entity, and therefore is not consolidated with MSCC for income tax purposes and is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. The taxable income, or loss, of MSCP may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in Main Street's consolidated financial statements.

        The income tax expense, or benefit, and the related tax assets and liabilities, generated by the Taxable Subsidiaries and MSCP, if any, are reflected in Main Street's consolidated financial statements. For the three months ended September 30, 2015, Main Street recognized a net income tax benefit of $3.2 million, principally consisting of deferred tax benefit of $2.7 million which is primarily the result of the net activity relating to the portfolio investments held in the Taxable Subsidiaries including changes in net operating loss carryforwards, changes in net unrealized appreciation or depreciation and other temporary book tax differences and a $0.5 million benefit in other current taxes which is primarily related to a $0.7 million benefit for current U.S. federal income and state taxes, partially offset by $0.2 million accrual for excise tax on our estimated spillover taxable income. For the nine months ended September 30, 2015, Main Street recognized a net income tax benefit of $7.0 million, which principally consisted of deferred tax benefit of $8.5 million primarily the result of the net activity relating to the portfolio investments held in the Taxable Subsidiaries including changes in net operating loss carryforwards, changes in net unrealized appreciation or depreciation and temporary book tax differences, offset by $1.5 million in other current taxes, which principally consists of $0.8 million of accruals for current U.S. federal income and state taxes, and a $0.7 million accrual for excise tax. For the three months ended September 30, 2014, Main Street recognized a net income tax provision of $3.0 million, which principally consisted of deferred taxes of $2.0 million, and $1.0 million of accruals for current U.S. federal income and excise taxes, state and other taxes. For the nine months ended September 30, 2014, Main Street recognized a net income tax provision of $8.4 million, related to deferred taxes of $6.6 million, which is primarily the result of deferred taxes on net unrealized appreciation on several of the portfolio investments held in our Taxable Subsidiaries and other taxes of $1.8 million. As of September 30, 2015, Main Street had a capital loss carryforward of $5.5 million. For federal income tax purposes, the capital loss carryforward will expire in 2020. The timing and manner in which Main Street will utilize any net loss carryforwards in any year, or in total, may be limited in the future under the provisions of the Code.

        The net deferred tax liability at September 30, 2015 and December 31, 2014 was $0.7 million and $9.2 million, respectively, primarily related to timing differences from net unrealized appreciation of portfolio investments held by the Taxable Subsidiaries, partially offset by net loss carryforwards (primarily resulting from historical realized losses on portfolio investments held by the Taxable Subsidiaries), basis differences of portfolio investments held by the Taxable Subsidiaries which are "pass-through" entities for tax purposes and excess deductions resulting from the restricted stock plans (see further discussion in Note L).

S-141


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        In accordance with the realization requirements of ASC 718, Compensation—Stock Compensation, Main Street uses tax law ordering when determining when tax benefits related to equity compensation greater than equity compensation recognized for financial reporting should be realized. For the nine months ended September 30, 2015, Main Street realized no increase to paid-in capital due to tax deductions related to equity compensation greater than equity compensation recognized for financial reporting compared to a $0.5 million increase for the corresponding period in 2014. Paid-in capital increases of $1.8 million will be recognized in future periods when such tax benefits are ultimately realized by reducing taxes payable.

NOTE J—COMMON STOCK

        During March 2015, Main Street completed a follow-on public equity offering of 4,370,000 shares of common stock, including the underwriters' full exercise of their option to purchase 570,000 additional shares, resulting in total net proceeds, including exercise of the underwriters' option to purchase additional shares and after deducting underwriting discounts and estimated offering expenses payable by Main Street, of approximately $127.8 million.

        During April 2014, Main Street completed a follow-on public equity offering of 4,600,000 shares of common stock, including the underwriters' full exercise of their option to purchase 600,000 additional shares, at a price to the public of $31.50 per share, resulting in total net proceeds, including exercise of the underwriters' option to purchase additional shares and after deducting underwriting discounts and estimated offering expenses payable by Main Street, of approximately $139.7 million.

NOTE K—DIVIDEND REINVESTMENT PLAN ("DRIP")

        Main Street's DRIP provides for the reinvestment of dividends on behalf of its stockholders, unless a stockholder has elected to receive dividends in cash. As a result, if Main Street declares a cash dividend, the company's stockholders who have not "opted out" of the DRIP by the dividend record date will have their cash dividend automatically reinvested into additional shares of MSCC common stock. The share requirements of the DRIP may be satisfied through the issuance of shares of common stock or through open market purchases of common stock. Newly issued shares will be valued based upon the final closing price of MSCC's common stock on the valuation date determined for each dividend by Main Street's Board of Directors. Shares purchased in the open market to satisfy the DRIP requirements will be valued based upon the average price of the applicable shares purchased, before any associated brokerage or other costs. Main Street's DRIP is administered by its transfer agent on behalf of Main Street's record holders and participating brokerage firms. Brokerage firms and other financial intermediaries may decide not to participate in Main Street's DRIP but may provide a similar dividend reinvestment plan for their clients.

        For the nine months ended September 30, 2015, $13.7 million of the total $89.1 million in dividends paid to stockholders represented DRIP participation. During this period, the DRIP participation requirements were satisfied with the issuance of 444,957 newly issued shares and with the purchase of 3,131 shares of common stock in the open market. For the nine months ended September 30, 2014, $11.8 million of the total $75.6 million in dividends paid to stockholders represented DRIP participation. During this period, the DRIP participation requirements were satisfied with the issuance of 333,657 newly issued shares and with the purchase of 31,825 shares of common stock in the open market. The shares disclosed above relate only to Main Street's DRIP and exclude any activity related to broker-managed dividend reinvestment plans.

S-142


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

NOTE L—SHARE-BASED COMPENSATION

        Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, Main Street measured the grant date fair value based upon the market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.

        Main Street's Board of Directors approves the issuance of shares of restricted stock to Main Street employees pursuant to the Main Street Capital Corporation 2015 Equity and Incentive Plan. These shares generally vest over a three-year period from the grant date. The fair value is expensed over the service period, starting on the grant date. The following table summarizes the restricted stock issuances approved by Main Street's Board of Directors, net of shares forfeited, and the remaining shares of restricted stock available for issuance as of September 30, 2015.

Restricted stock authorized under the plan

    3,000,000  

Less net restricted stock granted during:

       

Nine months ended September 30, 2015

     

Restricted stock available for issuance as of September 30, 2015

    3,000,000  

        As of September 30, 2015, the following table summarizes the restricted stock issued to Main Street's independent directors and the remaining shares of restricted stock available for issuance pursuant to the Main Street Capital Corporation 2015 Non-Employee Director Restricted Stock Plan. These shares are granted upon appointment or election to the board and vest on the day immediately preceding the annual meeting of stockholders following the respective grant date and are expensed over such service period.

Restricted stock authorized under the plan

    300,000  

Less net restricted stock granted during:

       

Nine months ended September 30, 2015

    (4,830 )

Restricted stock available for issuance as of September 30, 2015

    295,170  

        For the three months ended September 30, 2015 and 2014, Main Street recognized total share-based compensation expense of $1.7 million and $1.2 million, respectively, related to the restricted stock issued to Main Street employees and independent directors, and for the nine months ended September 30, 2015 and 2014, Main Street recognized total share-based compensation expense of $4.6 million and $3.0 million, respectively, related to the restricted stock issued to Main Street employees and independent directors.

        As of September 30, 2015, there was $13.7 million of total unrecognized compensation expense related to Main Street's non-vested restricted shares. This compensation expense is expected to be recognized over a remaining weighted-average period of approximately 2.3 years as of September 30, 2015.

S-143


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

NOTE M—COMMITMENTS AND CONTINGENCIES

        At September 30, 2015, Main Street had the following outstanding commitments (in thousands):

 
  Amount  

Investments with equity capital commitments that have not yet funded:

       

Encap Energy Fund Investments

   
 
 

EnCap Energy Capital Fund VIII, L.P. 

  $ 1,100  

EnCap Energy Capital Fund VIII Co-Investors, L.P. 

    243  

EnCap Energy Capital Fund IX, L.P. 

    2,150  

EnCap Energy Capital Fund X, L.P. 

    9,587  

EnCap Flatrock Midstream Fund II, L.P. 

    7,587  

EnCap Flatrock Midstream Fund III, L.P. 

    7,077  

  $ 27,744  

Congruent Credit Opportunities Funds

   
 
 

Congruent Credit Opportunities Fund II, LP

  $ 8,488  

Congruent Credit Opportunities Fund III, LP

    17,901  

  $ 26,389  

I-45 SLF LLC

 
$

17,000
 

Freeport Fund Investments

   
 
 

Freeport First Lien Loan Fund III LP

  $ 11,741  

Freeport Financial SBIC Fund LP

    1,375  

  $ 13,116  

Dos Rios Partners

   
 
 

Dos Rios Partners, LP

  $ 4,486  

Dos Rios Partners—A, LP

    1,424  

  $ 5,910  

Brightwood Capital Fund III, LP

 
$

3,750
 

LKCM Headwater Investments I, L.P. 

 
$

2,750
 

Access Media Holdings, LLC

 
$

1,299
 

Total equity commitments

  $ 97,958  

Investments with commitments to fund revolving loans that have not been fully drawn or term loans with additional commitments not yet funded:

   
 
 

Volusion, LLC

 
$

7,000
 

Minute Key, Inc. 

    6,000  

Barfly Ventures, LLC

    4,594  

Buca C, LLC

    2,670  

Applied Products, Inc. 

    2,000  

S-144


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 
  Amount  

Mid-Columbia Lumber Products, LLC

    2,000  

Glowpoint, Inc. 

    1,979  

Datacom, LLC

    1,800  

LaMi Products, LLC

    1,688  

Guerdon Modular Holdings, Inc. 

    1,600  

IDX Broker, LLC

    1,475  

Subsea Global Solutions, LLC

    1,428  

Messenger, LLC

    1,228  

Arcus Hunting LLC

    1,080  

Ceres Management, LLC (Lambs Tire & Automotive)

    1,000  

HW Temps LLC

    800  

Mystic Logistics, Inc. 

    800  

PT Network, LLC

    769  

Jackmont Hospitality, Inc. 

    666  

Vision Interests, Inc. 

    524  

Insurance Technologies, LLC

    522  

Jensen Jewelers of Idaho, LLC

    500  

UniTek Global Services, Inc. 

    483  

ATS Workholding, Inc. 

    168  

Brainworks Software, LLC

    111  

Total loan commitments

  $ 42,885  

Total commitments

  $ 140,843  

        Main Street may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may try to impose liability on Main Street in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, Main Street does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on Main Street's financial condition or results of operations in any future reporting period.

NOTE N—RELATED PARTY TRANSACTIONS

        As discussed further in Note D, the External Investment Manager is treated as a wholly owned portfolio company of MSCC and is included as part of Main Street's Investment Portfolio. At September 30, 2015, Main Street had a receivable of $2.3 million due from the External Investment Manager which included approximately $1.7 million related primarily to operating expenses incurred by MSCC or its subsidiaries required to support the External Investment Manager's business, along with dividends declared but not paid by the External Investment Manager of approximately $0.6 million.

        In June 2013, Main Street adopted a deferred compensation plan for the non-employee members of its board of directors, which allows the directors at their option to defer all or a portion of the fees paid for their services as directors and have such deferred fees paid in shares of Main Street common stock within 90 days following the termination of a participant's service as a director. As of September 30, 2015, $1.0 million of directors' fees had been deferred under this plan. These deferred

S-145


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

fees represented 32,190 shares of Main Street common shares. These shares will not be issued or included as outstanding on the consolidated statement of changes in net assets until each applicable participant's end of service as a director, but are included in operating expenses and weighted-average shares outstanding on Main Street's consolidated statement of operations as earned.

NOTE O—SUBSEQUENT EVENTS

        During October 2015, Main Street declared a semi-annual supplemental cash dividend of $0.275 per share payable in December 2015. This supplemental cash dividend is in addition to the previously announced regular monthly cash dividends that Main Street declared for the fourth quarter of 2015 of $0.180 per share for each of October, November and December 2015.

        In October 2015, Main Street led a new portfolio investment totaling $15.5 million of invested capital in Apex Linen Service, Inc. ("Apex Linen") to fund Apex Linen's near-term growth opportunities, with Main Street funding $12.4 million of the investment. Main Street's investment in Apex Linen included a first-lien, senior secured term debt investment and a revolving line of credit. Main Street and its co-investor also provided a commitment for $2.5 million of additional first-lien, senior secured term debt in the near-term future upon the completion of certain conditions. In addition, Main Street and its co-investor are providing Apex Linen a conditional commitment beyond the $2.5 million of additional first-lien, senior secured term debt for additional capital to support its future growth opportunities. Headquartered in Las Vegas, Nevada, and founded in 2010 by long-established industry experts, Apex Linen provides commercial laundry and linen services to the hotel and gaming industry in the Las Vegas metropolitan area.

        In November 2015, Main Street declared regular monthly dividends of $0.180 per share for each month of January, February and March of 2016. These regular monthly dividends equal a total of $0.540 per share for the first quarter of 2016 and represent a 5.9% increase from the regular monthly dividends declared for the first quarter of 2015. Including the regular monthly dividends declared for the first quarter of 2016, Main Street will have paid $16.420 per share in cumulative dividends since its October 2007 initial public offering.

S-146


Table of Contents


Schedule 12-14

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments in and Advances to Affiliates
Nine Months Ended September 30, 2015

Company
 
Investments(1)
  Amount of
Interest or
Dividends
Credited to
Income(2)
  December 31,
2014 Value
  Gross
Additions(3)
  Gross
Reductions(4)
  September 30,
2015
Fair Value
 

Control Investments

                                   

Access Media

  5.00% Current / 5.00% PIK Secured Debt               21,284     2,500     18,784  

Holdings, LLC

  Preferred Member Units               3,201         3,201  

  Member Units               1     1      

ASC Interests, LLC

  11% Secured Debt     247     3,000     11     261     2,750  

  Member Units     90     1,970     260         2,230  

Bond-Coat, Inc.

  12% Secured Debt     1,116     13,570     41     2,015     11,596  

  Common Stock           11,210         1,000     10,210  

Café Brazil, LLC

  Member Units     814     6,980     350         7,330  

California Healthcare

  9% Secured Debt     361     8,703     135     8,838      

Medical Billing, Inc.

  Warrants           3,480         3,480      

  Common Stock           1,460         1,460      

CBT Nuggets, LLC

  Member Units     3,517     27,200     11,690         38,890  

Ceres Management, LLC

  14% Secured Debt     415     3,916     4,424     270     8,070  

(Lambs Tire &

  Class B Member Units     376     4,048     376     4,424      

Automotive)

  Member Units           2,510     1,910         4,420  

  9.5% Secured Debt     68     968         37     931  

  Member Units     56     1,240             1,240  

CMS Minerals LLC

  Preferred Member Units     896         7,672     479     7,193  

Datacom, LLC

  10.5% Secured Debt     950     11,103     14         11,117  

  8% Secured Debt     21         900     900      

  Preferred Member Units     10     6,030     1,137     460     6,707  

Garreco, LLC

  14% Secured Debt     618     5,320     413         5,733  

  Member Units     (45 )   1,360     110         1,470  

GRT Rubber

  LIBOR Plus 9.00% (Floor 1.00%)     1,363     16,585     23     419     16,189  

Technologies LLC

  Member Units     42     13,065             13,065  

Gulf Manufacturing, LLC

  9% PIK Secured Debt     51     744     33         777  

  Member Units     543     16,540         1,410     15,130  

Harrison Hydra-Gen, Ltd.

  12% Secured Debt     546     5,487     78     555     5,010  

  Preferred Stock     76     1,260     76         1,336  

  Common Stock           1,830     470         2,300  

Hawthorne Customs and

  Member Units     54     370     210         580  

Dispatch Services, LLC

  Member Units     132     2,220             2,220  

HW Temps LLC

  LIBOR Plus 9.50% (Floor 1.00%)     369         9,880         9,880  

  Preferred Member Units     184         3,942         3,942  

Hydratec, Inc.

  Common Stock     1,535     13,720     1,230         14,950  

  9% Secured Debt     4         500     500      

IDX Broker, LLC

  LIBOR Plus 6.50% (Floor 1.50%)     10     125         100     25  

  12.5% Secured Debt     1,088     10,571     793     14     11,350  

  Member Units           5,450     990         6,440  

Impact Telecom, Inc.

  LIBOR Plus 6.50% (Floor 2.00%)     118     1,569     1         1,570  

  13% Secured Debt     2,596     15,515     378         15,893  

  Warrants           4,160             4,160  

Indianapolis Aviation

  15% Secured Debt     432     3,100             3,100  

Partners, LLC

  Warrants           2,540             2,540  

Jensen Jewelers of

  Prime Plus 6.75% (Floor 2.00%)     345     3,655     1,002     452     4,205  

Idaho, LLC

  Member Units     916     3,580     1,170         4,750  

Lighting Unlimited, LLC

  8% Secured Debt     92     1,550         36     1,514  

  Preferred Equity           439         5     434  

  Warrants           40             40  

  Member Units     100     360     60         420  

Marine Shelters

  12% Secured Debt     930     10,112     178     1,602     8,688  

Holdings, LLC (LoneStar

  Preferred Member Units           3,750     1,602         5,352  

Marine Shelters)

                                   

                                   

S-147


Table of Contents

Company
 
Investments(1)
  Amount of
Interest or
Dividends
Credited to
Income(2)
  December 31,
2014 Value
  Gross
Additions(3)
  Gross
Reductions(4)
  September 30,
2015
Fair Value
 

MH Corbin Holding LLC

  10% Secured Debt     124         13,864         13,864  

  Preferred Member Units     12         6,000         6,000  

Mid-Columbia Lumber

  10% Secured Debt     133     1,750             1,750  

Products, LLC

  12% Secured Debt     355     3,900             3,900  

  Member Units     (56 )   10,180         6,200     3,980  

  9.5% Secured Debt     65     927         34     893  

  Member Units     18     550             550  

MSC Adviser I, LLC

  Member Units     1,519     15,580     16,725         32,305  

Mystic Logistics, Inc

  12% Secured Debt     940     9,790     210     552     9,448  

  Common Stock     112     2,720     3,860         6,580  

NAPCO Precast, LLC

  Prime Plus 2.00% (Floor 7.00%)     257     625     10     10     625  

  Prime Plus 2.00% (Floor 7.00%)     629     2,923     5     5     2,923  

  18% Secured Debt           4,468     13     13     4,468  

  Member Units     658     7,560     1,030         8,590  

NRI Clinical

  14% Secured Debt     590     4,779     19     148     4,650  

Research, LLC

  Warrants           160     30         190  

  Member Units           722     380     50     1,052  

NRP Jones, LLC

  12% Secured Debt     1,370     11,590     1,471     176     12,885  

  Warrants           970         520     450  

  Member Units           3,190         1,710     1,480  

OMi Holdings, Inc.

  Common Stock           13,420             13,420  

Pegasus Research

  Member Units     336     5,860     630         6,490  

Group, LLC (Televerde)

                                   

PPL RVs, Inc.

  11.1% Secured Debt     865     7,860     2,112     262     9,710  

  Common Stock           8,160     550         8,710  

Principle

  12% Secured Debt     536     4,060     166     166     4,060  

Environmental, LLC

  12% Current / 2% PIK Secured Debt     356     3,244     61     11     3,294  

  Preferred Member Units     262     11,830         2,270     9,560  

  Warrants           720         190     530  

QLS Holdings, LLC

  8% Secured Debt     160         6,410         6,410  

  Member Units               2,638         2,638  

River Aggregates, LLC

  Zero Coupon Secured Debt     72     468     72         540  

  12% Secure Debt     16     500         500      

  Member Units     154     2,570     1,260         3,830  

  Member Units           369     1,991         2,360  

SoftTouch Medical

  LIBOR Plus 9.00% (Floor 1.00%)     748     8,417     13     255     8,175  

Holdings LLC

  Member Units     525     5,015     410     85     5,340  

Southern RV, LLC

  13% Secured Debt     1,146     11,400     22     22     11,400  

  Member Units     933     4,920     6,680         11,600  

  13% Secured Debt     327     3,250     6     6     3,250  

  Member Units           470     70         540  

The MPI Group, LLC

  9% Secured Debt     279     2,724     196         2,920  

  Series A Preferred Units           980             980  

  Warrants                        

  Member Units           2,300         70     2,230  

Travis Acquisition LLC

  12% Secured Debt     498     4,693     28     1,093     3,628  

  Member Units           13,650     460         14,110  

Uvalco Supply, LLC

  9% Secured Debt     107     1,802         384     1,418  

  Member Units     106     3,500         290     3,210  

Vision Interests, Inc.

  13% Secured Debt     325     3,154     27     66     3,115  

  Series A Preferred Stock           3,250     300         3,550  

  Common Stock           100     110         210  

Ziegler's NYPD, LLC

  6.5% Secured Debt     75     1,491     1     500     992  

  14% Secured Debt     296     4,880     629     2,759     2,750  

  12% Secured Debt     41         500         500  

  Warrants                        

  Member Units               2,909     669     2,240  

Other

                                   

Amounts from investments transferred from other 1940 Act classification during the period

        339                  

        36,264     469,846     148,413     50,234     568,025  

S-148


Table of Contents

Company
 
Investments(1)
  Amount of
Interest or
Dividends
Credited to
Income(2)
  December 31,
2014 Value
  Gross
Additions(3)
  Gross
Reductions(4)
  September 30,
2015
Fair Value
 

Affiliate Investments

                                   

AFG Capital Group, LLC

  11% Secured Debt     1,069     6,465     5,734         12,199  

  Warrants           259     151         410  

  Member Units           1,200     500         1,700  

Boss Industries, LLC

  Preferred Member Units     280     2,000     543         2,543  

Bridge Capital Solutions

  13% Secured Debt     706     5,837     1,035         6,872  

Corporation

  Warrants           710     310         1,020  

Buca C, LLC

  LIBOR Plus 7.25% (Floor 1.00%)     815         25,288         25,288  

  Preferred Member Units     56         3,656         3,656  

CAI Software LLC

  12% Secured Debt     493     5,348     10     428     4,930  

  Member Units         654     186         840  

Condit Exhibits, LLC

  Member Units     18     610     160         770  

Congruent Credit

  LP Interests (Fund II, LP)     1,081     18,378         14,150     4,228  

Opportunities Funds

  LP Interests (Fund III, LP)         7,734     4,488         12,222  

Daseke, Inc.

  12% Current / 2.5% PIK Secured Debt     2,364     20,723     446     51     21,118  

  Common Stock           13,780     8,880         22,660  

Dos Rios Partners

  LP Interests (Fund)         2,325     779     1,073     2,031  

  LP Interests (Fund A)         738     247     337     648  

East Teak Fine

  Common Stock     12     860             860  

Hardwoods, Inc.

                                   

East West Copolymer &

  12% Secured Debt     893     9,436     20         9,456  

Rubber, LLC

  Warrants           50             50  

Freeport Financial SBIC

  LP Interests     150         759         759  

Fund LP

  LP Interests     313     4,677     1,297         5,974  

Gault Financial, LLC

  10% Secured Debt     1,140     10,782     109         10,891  

(RMB Capital, LLC)

  Warrants                        

Glowpoint, Inc.

  8% Secured Debt     17     396     87     465     18  

  12% Secured Debt     838     8,909     15         8,924  

  Common Stock           8,480     158     4,178     4,460  

Guerdon Modular

  11% Secured Debt     992     11,044     29     800     10,273  

Holdings, Inc.

  Common Stock           2,400     583     393     2,590  

Houston Plating and

  Member Units     230     11,470         650     10,820  

Coatings, LLC

                                   

Indianhead Pipeline

  12% Secured Debt     690     6,625     96     675     6,046  

Services, LLC

  Preferred Member Units     52     1,960     342         2,302  

  Warrants                        

  Member Units                        

KBK Industries, LLC

  12.5% Secured Debt     720     8,250     22     2,072     6,200  

  Member Units     159     6,120         2,030     4,090  

L.F. Manufacturing

  Member Units     68     2,374         584     1,790  

Holdings, LLC

                                   

MPS Denver, LLC

  Member Units           1,130             1,130  

OnAsset Intelligence, Inc.

  12% PIK Secured Debt     335     3,553     334           3,887  

  Preferred Stock     34     2,700     34     1,354     1,380  

  Warrants                        

OPI International Ltd.

  10% Unsecured Debt     12         244         244  

  Common Stock           4,971         1,771     3,200  

PCI Holding Company, Inc.

  Preferred Stock     367     4,430     366     46     4,750  

Rocaceia, LLC (Quality

  12% Secured Debt           11,500     300     11,550     250  

Lease and Rental

  8% Secured Debt           157         157      

Holdings, LLC)

  Preferred Member Units                        

Radial Drilling

  12% Secured Debt     526     3,792     144     1,936     2,000  

Services Inc.

  Warrants                        

Samba Holdings, Inc.

  12.5% Secured Debt     2,570     26,418     88     841     25,665  

  Common Stock           6,030     14,380         20,410  

SYNEO, LLC

  12% Secured Debt     182     2,674     26     2,700      

  Member Units     (27 )   801         801      

S-149


Table of Contents

Company
 
Investments(1)
  Amount of
Interest or
Dividends
Credited to
Income(2)
  December 31,
2014 Value
  Gross
Additions(3)
  Gross
Reductions(4)
  September 30,
2015
Fair Value
 

Tin Roof Acquisition

  12% Secured Debt     1,420     13,861     37         13,898  

Company

  Class C Preferred Stock     174     2,241     174         2,415  

Universal Wellhead Services

  Class A Units     119         4,000     909     3,091  

Holdings, LLC

                                   

Volusion, LLC

  10.5% Secured Debt     1,049         16,139         16,139  

  Warrants               1,400         1,400  

  Preferred Member Units               14,000         14,000  

Other

                                   

Amounts from investments transferred from other 1940 Act classification during the period

        (55 )   13,823              

        19,862     278,675     107,596     49,951     322,497  

(1)
The principal amount, the ownership detail for equity investments and if the investment is income producing is included in the consolidated schedule of investments.

(2)
Represents the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income related to the time period it was in the category other than the one shown at period-end is included in "Amounts from investments transferred from other 1940 Act classifications during the period".

(3)
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as well as the movement of an existing portfolio company into this category and out of a different category.

(4)
Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.

S-150


Table of Contents

PROSPECTUS

$1,500,000,000

LOGO

Common Stock
Preferred Stock
Warrants
Subscription Rights
Debt Securities
Units



           We may offer, from time to time in one or more offerings, up to $1,500,000,000 of our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock, or debt securities, subscription rights, debt securities or units, which we refer to, collectively, as the "securities." Our securities may be offered at prices and on terms to be disclosed in one or more supplements to this prospectus. The offering price per share of our common stock, less any underwriting commissions or discounts, will not be less than the net asset value per share of our common stock at the time of the offering, except (i) with the requisite approval of our common stockholders or (ii) under such other circumstances as the Securities and Exchange Commission may permit. We did not seek stockholder authorization to issue common stock at a price below net asset value per share at our 2014 or 2015 Annual Meetings of Stockholders because our common stock price per share has been trading significantly above the current net asset value per share of our common stock, but we may seek such authorization at future Annual Meetings or Special Meetings of Stockholders. Sales of common stock at prices below net asset value per share dilute the interests of existing stockholders, have the effect of reducing our net asset value per share and may reduce our market price per share. In addition, we have received stockholder approval to issue warrants, options or rights to subscribe for, convert to, or purchase shares of our common stock at a price per share below the net asset value per share subject to the applicable requirements of the Investment Company Act of 1940. There is no expiration date on our ability to issue such warrants, options, rights or convertible securities based on this stockholder approval. Moreover, continuous sales of common stock below net asset value may have a negative impact on total returns and could have a negative impact on the market price of our shares of common stock. See "Sales of Common Stock Below Net Asset Value."

           Shares of closed-end investment companies such as us frequently trade at a discount to their net asset value. This risk is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our common stock will trade above, at or below net asset value. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our common stock.

           Our securities may be offered directly to one or more purchasers through agents designated from time to time by us, or to or through underwriters or dealers. The prospectus supplement relating to the offering will identify any agents or underwriters involved in the sale of our securities, and will disclose any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See "Plan of Distribution." We may not sell any of our securities through agents, underwriters or dealers without delivery of a prospectus supplement describing the method and terms of the offering of such securities, which must be delivered to each purchaser at, or prior to, the earlier of delivery of a confirmation of sale or delivery of the securities.

           We are a principal investment firm primarily focused on providing customized debt and equity financing to lower middle market ("LMM") companies and debt capital to middle market ("Middle Market") companies. Our LMM companies generally have annual revenues between $10 million and $150 million, and our LMM portfolio investments generally range in size from $5 million to $50 million. Our Middle Market investments are made in businesses that are generally larger in size than our LMM portfolio companies, with annual revenues typically between $150 million and $1.5 billion, and our Middle Market investments generally range in size from $3 million to $15 million.

           The LMM and Middle Market securities in which we invest generally would be rated below investment grade if they were rated by rating agencies. Below investment grade securities, which are often referred to as "junk," have predominantly speculative characteristics with respect to the issuer's capacity to pay interest and repay principal. They may also be difficult to value and are illiquid.

           Our principal investment objective is to maximize our portfolio's total return by generating current income from our debt investments and capital appreciation from our equity and equity related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company.

           We are an internally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940.

           Our common stock is listed on the New York Stock Exchange under the symbol "MAIN." On July 15, 2015, the last reported sale price of our common stock on the New York Stock Exchange was $32.60 per share, and the net asset value per share of our common stock on March 31, 2015 (the last date prior to the date of this prospectus on which we determined our net asset value per share) was $21.87.



           Investing in our securities involves a high degree of risk, and should be considered highly speculative. See "Risk Factors" beginning on page 15 to read about factors you should consider, including the risk of leverage and dilution, before investing in our securities.

           This prospectus and the accompanying prospectus supplement contain important information about us that a prospective investor should know before investing in our securities. Please read this prospectus and the accompanying prospectus supplement before investing and keep them for future reference. We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. This information is available free of charge by contacting us at 1300 Post Oak Boulevard, 8th Floor, Houston, Texas 77056 or by telephone at (713) 350-6000 or on our website at www.mainstcapital.com. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus. The Securities and Exchange Commission also maintains a website at www.sec.gov that contains such information.

           Neither the Securities and Exchange Commission nor any state securities commission, nor any other regulatory body, has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.



The date of this prospectus is July 16, 2015


Table of Contents


TABLE OF CONTENTS

 
  Page  

Prospectus Summary

    1  

Fees and Expenses

    13  

Risk Factors

    15  

Cautionary Statement Concerning Forward-Looking Statements

    37  

Use of Proceeds

    37  

Price Range of Common Stock and Distributions

    38  

Ratios of Earnings to Fixed Charges

    43  

Selected Financial Data

    44  

Management's Discussion and Analysis of Financial Condition and Results of Operations

    46  

Senior Securities

    79  

Business

    80  

Portfolio Companies

    98  

Management

    128  

Certain Relationships and Related Party Transactions

    151  

Control Persons and Principal Stockholders

    151  

Sales of Common Stock Below Net Asset Value

    154  

Dividend Reinvestment Plan

    159  

Description of Common Stock

    160  

Description of Our Preferred Stock

    167  

Description of Our Warrants

    168  

Description of Our Subscription Rights

    170  

Description of Our Debt Securities

    172  

Description of Our Units

    186  

Material U.S. Federal Income Tax Considerations

    187  

Regulation

    195  

Plan of Distribution

    201  

Custodian, Transfer and Distribution Paying Agent and Registrar

    202  

Brokerage Allocation and Other Practices

    202  

Legal Matters

    203  

Independent Registered Public Accounting Firm

    203  

Available Information

    203  

Privacy Notice

    203  

Index to Financial Statements

    F-1  

        This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission, or SEC, using the "shelf" registration process. Under the shelf registration process, we may offer, from time to time, up to $1,500,000,000 of our securities on terms to be determined at the time of the offering. This prospectus provides you with a general description of the securities that we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. To the extent required by law, we will amend or supplement the information contained in this prospectus and any accompanying prospectus supplement to reflect any material changes to such information subsequent to the date of the prospectus and any accompanying prospectus supplement and prior to the completion of any offering pursuant to the prospectus and any accompanying prospectus supplement. Please carefully read this prospectus and any accompanying prospectus supplement together with the additional information described under "Available Information" and "Risk Factors" before you make an investment decision.

        No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or any accompanying supplement to this prospectus. You must not rely on any unauthorized information or representations not contained in this prospectus or


Table of Contents

any accompanying prospectus supplement as if we had authorized it. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or a solicitation of any offer to buy any security other than the registered securities to which they relate, nor do they constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The information contained in this prospectus and any accompanying prospectus supplement is accurate as of the dates on their covers.


Table of Contents

 


PROSPECTUS SUMMARY

        This summary highlights some of the information in this prospectus. It is not complete and may not contain all of the information that you may want to consider. You should read the entire prospectus and any prospectus supplement carefully, including the section entitled "Risk Factors." Yield information contained in this prospectus related to debt investments in our investment portfolio is not intended to approximate a return on your investment in us and does not take into account other aspects of our business, including our operating and other expenses, or other costs incurred by you in connection with your investment in us.

Organization

        Main Street Capital Corporation ("MSCC") is a principal investment firm primarily focused on providing customized debt and equity financing to lower middle market ("LMM") companies and debt capital to middle market ("Middle Market") companies. The portfolio investments of MSCC and its consolidated subsidiaries are typically made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in diverse industry sectors. MSCC seeks to partner with entrepreneurs, business owners and management teams and generally provide "one stop" financing alternatives within its LMM portfolio. MSCC and its consolidated subsidiaries invest primarily in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States and in secured debt investments of Middle Market companies generally headquartered in the United States.

        MSCC was formed in March 2007 to operate as an internally managed business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). MSCC wholly owns several investment funds, including, but not limited to, Main Street Mezzanine Fund, LP ("MSMF") and Main Street Capital II, LP ("MSC II" and, together with MSMF, the "Funds"), and each of their general partners. The Funds are each licensed as a Small Business Investment Company ("SBIC") by the United States Small Business Administration ("SBA"). Because MSCC is internally managed, all of the executive officers and other employees are employed by MSCC. Therefore, MSCC does not pay any external investment advisory fees but instead incurs the operating costs associated with employing investment and portfolio management professionals.

        MSC Adviser I, LLC (the "External Investment Manager") was formed in November 2013 as a wholly owned subsidiary of MSCC to provide investment management and other services to parties other than MSCC and its subsidiaries ("External Parties") and receive fee income for such services. MSCC has been granted no-action relief by the Securities and Exchange Commission ("SEC") to allow the External Investment Manager to register as a registered investment adviser ("RIA") under Investment Advisers Act of 1940, as amended (the "Advisers Act"). Since the External Investment Manager conducts all of its investment management activities for parties outside of MSCC and its consolidated subsidiaries or their portfolio companies, it is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC's consolidated financial statements.

        MSCC has elected to be treated for U.S. federal income tax purposes as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). As a result, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that it distributes to its stockholders.

        MSCC has certain direct and indirect wholly owned subsidiaries that have elected to be taxable entities (the "Taxable Subsidiaries"). The primary purpose of the Taxable Subsidiaries is to permit MSCC to hold equity investments in portfolio companies which are "pass-through" entities for tax purposes. The External Investment Manager is also a direct wholly owned subsidiary that has elected to be a taxable entity. The Taxable Subsidiaries and the External Investment Manager are each taxed at their normal corporate tax rates based on their taxable income.

 

1


Table of Contents

        Unless otherwise noted or the context otherwise indicates, the terms "we," "us," "our" and "Main Street" refer to MSCC and its consolidated subsidiaries, which include the Funds and the Taxable Subsidiaries.

        The following diagram depicts Main Street's organizational structure:

GRAPHIC


*
Each of the Taxable Subsidiaries is directly or indirectly wholly owned by MSCC.

**
Accounted for as a portfolio investment at fair value, as opposed to a consolidated subsidiary.

Overview

        Our principal investment objective is to maximize our portfolio's total return by generating current income from our debt investments and capital appreciation from our equity and equity related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. Our LMM companies generally have annual revenues between $10 million and $150 million, and our LMM portfolio investments generally range in size from $5 million to $50 million. Our Middle Market investments are made in businesses that are generally larger in size than our LMM portfolio companies, with annual revenues typically between $150 million and $1.5 billion, and our Middle Market investments generally range in size from $3 million to $15 million. Our private loan ("Private Loan") investments are made in businesses that are consistent with the size of companies in our LMM portfolio or our Middle Market portfolio, but are investments which have been originated through strategic relationships with other investment funds on a collaborative basis. The structure, terms and conditions for these Private Loan investments are typically consistent with the structure, terms and conditions for the investments made in our LMM portfolio or Middle Market portfolio.

        Our other portfolio ("Other Portfolio") investments primarily consist of investments which are not consistent with the typical profiles for our LMM, Middle Market or Private Loan portfolio investments, including investments which may be managed by third parties. In our Other Portfolio, we may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.

        Our external asset management business is conducted through our External Investment Manager. We have entered into an agreement to provide the External Investment Manager with asset management service support in connection with its asset management business generally, and specifically for its relationship with HMS Income Fund, Inc. ("HMS Income"). Through this agreement, we provide management and other services to the External Investment Manager, as well as access to our employees, infrastructure, business relationships, management expertise and capital raising capabilities. In the first quarter of 2014, we began charging the External Investment Manager for these

 

2


Table of Contents

services. Our total expenses for the three months ended March 31, 2015 and 2014 are net of expenses of $0.8 million and $0.3 million, respectively, charged to the External Investment Manager. The External Investment Manager earns management fees based on the assets of the funds under management and may earn incentive fees, or a carried interest, based on the performance of the funds managed.

        We seek to fill the financing gap for LMM businesses, which, historically, have had more limited access to financing from commercial banks and other traditional sources. The underserved nature of the LMM creates the opportunity for us to meet the financing needs of LMM companies while also negotiating favorable transaction terms and equity participations. Our ability to invest across a company's capital structure, from secured loans to equity securities, allows us to offer portfolio companies a comprehensive suite of financing options, or a "one stop" financing solution. Providing customized, "one stop" financing solutions is important to LMM portfolio companies. We generally seek to partner directly with entrepreneurs, management teams and business owners in making our investments. Our LMM portfolio debt investments are generally secured by a first lien on the assets of the portfolio company and typically have a term of between five and seven years from the original investment date. We believe that our LMM investment strategy has limited correlation to the broader debt and equity markets.

        In addition to our LMM investment strategy, we pursue investments in Middle Market companies. Our Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of interest bearing debt securities in privately held companies that are generally larger in size than the companies included in our LMM portfolio. Our Middle Market portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.

        Our Private Loan portfolio investments primarily consist of investments in interest bearing debt securities in companies that are consistent with the size of the companies included in our LMM portfolio or our Middle Market portfolio, but are investments that have been originated through strategic relationships with other investment funds on a collaborative basis. Our Private Loan portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

        The following tables provide a summary of our investments in the LMM, Middle Market and Private Loan portfolios as of March 31, 2015 and December 31, 2014 (this information excludes the Other Portfolio investments and the External Investment Manager which are discussed further below):

 
  As of March 31, 2015  
 
  LMM(a)   Middle Market   Private Loan  
 
  (dollars in millions)
 

Number of portfolio companies

    68     89     37  

Fair value

  $ 778.3   $ 627.8   $ 247.7  

Cost

  $ 640.7   $ 642.8   $ 261.8  

% of total investments at cost—debt

    70.3 %   99.1 %   96.1 %

% of total investments at cost—equity

    29.7 %   0.9 %   3.9 %

% of debt investments at cost secured by first priority lien

    89.8 %   85.2 %   87.2 %

Weighted-average annual effective yield(b)

    13.1 %   7.9 %   9.9 %

Average EBITDA(c)

  $ 5.4   $ 95.8   $ 12.1  

(a)
At March 31, 2015, we had equity ownership in approximately 94% of our LMM portfolio companies and the average fully diluted equity ownership in those portfolio companies was approximately 36%.

 

3


Table of Contents

(b)
The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of March 31, 2015, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status.

(c)
The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Middle Market and Private Loan portfolios. These calculations exclude three LMM portfolio companies, one Middle Market portfolio company and five Private Loan portfolio companies as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies.

 
  As of December 31, 2014  
 
  LMM(a)   Middle Market   Private Loan  
 
  (dollars in millions)
 

Number of portfolio companies

    66     86     31  

Fair value

  $ 733.2   $ 542.7   $ 213.0  

Cost

  $ 599.4   $ 561.8   $ 224.0  

% of total investments at cost—debt

    71.5 %   99.8 %   95.6 %

% of total investments at cost—equity

    28.5 %   0.2 %   4.4 %

% of debt investments at cost secured by first priority lien

    89.6 %   85.1 %   87.8 %

Weighted-average annual effective yield(b)

    13.2 %   7.8 %   10.1 %

Average EBITDA(c)

  $ 5.0   $ 77.2   $ 18.1  

(a)
At December 31, 2014, we had equity ownership in approximately 95% of our LMM portfolio companies and our average fully diluted equity ownership in those portfolio companies was approximately 35%.

(b)
The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2014, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status.

(c)
The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted average for the Middle Market and Private Loan portfolios. These calculations exclude two LMM portfolio companies, one Middle Market portfolio company and five Private Loan portfolio companies as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies.

        As of March 31, 2015, we had Other Portfolio investments in six companies, collectively totaling approximately $58.7 million in fair value and approximately $55.6 million in cost basis and which comprised approximately 3.4% of our Investment Portfolio (as defined in "—Critical Accounting Policies—Basis of Presentation" below). As of December 31, 2014, we had Other Portfolio investments in six companies, collectively totaling approximately $58.9 million in fair value and approximately $56.2 million in cost basis and which comprised approximately 3.8% of our Investment Portfolio at fair value.

        As previously discussed, the External Investment Manager is a wholly owned subsidiary that is treated as a portfolio investment. As of March 31, 2015, there was no cost basis in this investment and the investment had a fair value of $24.8 million, which comprised 1.4% of our Investment Portfolio at fair value. As of December 31, 2014, there was no cost basis in this investment and the investment had a fair value of $15.6 million, which comprised 1.0% of our Investment Portfolio at fair value.

 

4


Table of Contents

        Our portfolio investments are generally made through MSCC and the Funds. MSCC and the Funds share the same investment strategies and criteria, although they are subject to different regulatory regimes. An investor's return in MSCC will depend, in part, on the Funds' investment returns as they are wholly owned subsidiaries of MSCC.

        The level of new portfolio investment activity will fluctuate from period to period based upon our view of the current economic fundamentals, our ability to identify new investment opportunities that meet our investment criteria, and our ability to consummate the identified opportunities. The level of new investment activity, and associated interest and fee income, will directly impact future investment income. In addition, the level of dividends paid by portfolio companies and the portion of our portfolio debt investments on non-accrual status will directly impact future investment income. While we intend to grow our portfolio and our investment income over the long term, our growth and our operating results may be more limited during depressed economic periods. However, we intend to appropriately manage our cost structure and liquidity position based on applicable economic conditions and our investment outlook. The level of realized gains or losses and unrealized appreciation or depreciation on our investments will also fluctuate depending upon portfolio activity, economic conditions and the performance of our individual portfolio companies. The changes in realized gains and losses and unrealized appreciation or depreciation could have a material impact on our operating results.

        Because we are internally managed, we do not pay any external investment advisory fees, but instead incurs the operating costs associated with employing investment and portfolio management professionals itself. We believe that our internally managed structure provides us with a beneficial operating expense structure when compared to other publicly traded and privately held investment firms which are externally managed, and our internally managed structure allows us the opportunity to leverage our non-interest operating expenses as we grow our Investment Portfolio. For the three months ended March 31, 2015, the ratio of our total operating expenses, excluding interest expense, as a percentage of our quarterly average total assets was 1.4% on an annualized basis which is consistent with the ratio on an annualized basis for the three months ended March 31, 2014 and for the year ended December 31, 2014.

        The total investment return on our shares of common stock for the three months ended March 31, 2015 and for the years ended December 31, 2014, 2013 and 2012 was 7.5%, –3.1%, 16.7% and 53.6%, respectively. Total investment return is based on the purchase of our stock at the current market price on the first day and a sale at the current market price on the last day of each period reported and assumes reinvestment of dividends at prices obtained by our dividend reinvestment plan during the period. The return does not reflect any sales load that may be paid by an investor.

        During May 2012, we entered into an investment sub-advisory agreement with HMS Adviser, LP ("HMS Adviser"), which is the investment advisor to HMS Income Fund, Inc. ("HMS Income"), a non-publicly traded BDC whose registration statement on Form N-2 was declared effective by the SEC in June 2012, to provide certain investment advisory services to HMS Adviser. In December 2013, after obtaining required no-action relief from the SEC to allow us to own a registered investment adviser, we assigned the sub-advisory agreement to the External Investment Manager since the fees received from such arrangement could otherwise have negative consequences on MSCC's ability to meet the source-of-income requirement necessary for us to maintain our RIC tax treatment. Under the investment sub-advisory agreement, the External Investment Manager is entitled to 50% of the base management fee and the incentive fees earned by HMS Adviser under its advisory agreement with HMS Income. Based upon several fee waiver agreements with HMS Income and HMS Adviser, the External Investment Manager did not begin accruing the base management fee and incentive fees, if any, until January 1, 2014. Beginning January 1, 2015, the External Investment Manager conditionally agreed to waive a limited amount of the base management fee and incentive fees otherwise earned during the year ended December 31, 2015. During the three months ended March 31, 2015 and 2014,

 

5


Table of Contents

the External Investment Manager earned $1.4 million and $0.3 million, respectively, of management fees (net of fees waived, if any) under the sub-advisory agreement with HMS Adviser.

        During April 2014, we received an exemptive order from the SEC permitting co-investments by us and HMS Income in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. We have made, and in the future intend to continue to make, such co-investments with HMS Income in accordance with the conditions of the order. The order requires, among other things, that we and the External Investment Manager consider whether each such investment opportunity is appropriate for HMS Income and, if it is appropriate, to propose an allocation of the investment opportunity between us and HMS Income. Because the External Investment Manager may receive performance-based fee compensation from HMS Income, this may provide an incentive to allocate opportunities to HMS Income instead of us.

        You should be aware that investments in our portfolio companies carry a number of risks including, but not limited to, investing in companies which may have limited operating histories and financial resources and other risks common to investing in below investment grade debt and equity investments in private, smaller companies. Please see "Risk Factors—Risks Related to Our Investments" for a more complete discussion of the risks involved with investing in our portfolio companies.

        Our principal executive offices are located at 1300 Post Oak Boulevard, 8th Floor, Houston, Texas 77056, and our telephone number is (713) 350-6000. We maintain a website at http://www.mainstcapital.com. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus.

Business Strategies

        Our principal investment objective is to maximize our portfolio's total return by generating current income from our debt investments and realizing capital appreciation from our equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. We have adopted the following business strategies to achieve our investment objective. Please see "Business—Business Strategies" for a more complete discussion of our business strategies.

 

6


Table of Contents


Risk Factors

        Investing in our securities involves a high degree of risk. You should consider carefully the information found in "Risk Factors," including the following risks:

 

7


Table of Contents

 

8


Table of Contents

Investment Criteria

        Our investment team has identified the following investment criteria that it believes are important in evaluating prospective portfolio companies. Our investment team uses these criteria in evaluating investment opportunities. However, not all of these criteria have been, or will be, met in connection with each of our investments. Please see "Business—Investment Criteria" for a more complete discussion of our investment criteria.

Recent Developments

        In April 2015, we declared a semi-annual supplemental cash dividend of $0.275 per share payable in June 2015. The semi-annual supplemental dividend is unchanged from the semi-annual supplemental dividend paid in June 2014. This supplemental cash dividend is in addition to the previously announced regular monthly cash dividends that we declared for the second quarter of 2015 of $0.175 per share for each of April, May and June 2015.

        In April 2015, we fully exited our investment in California Healthcare Medical Billing, Inc. ("CHMB"), a provider of outsourced medical billing, revenue cycle management, practice management and electronic health record (EHR) solutions to physicians, clinics, hospitals and health systems throughout the United States. We made our initial investment in CHMB in October 2008, and realized a gain of approximately $3.3 million on the redemption of our equity and warrant positions by CHMB.

        In April 2015, we amended the Credit Facility to increase total commitments from $572.5 million to $597.5 million and increase the accordion feature of the Credit Facility from $650.0 million to $750.0 million. The $25.0 million increase in total commitments was the result of a commitment increase by one of the existing lenders in the facility. The recent increase in total commitments was executed under the accordion feature of the Credit Facility which allows for an increase in total commitments under the facility up to $750.0 million from new and existing lenders on the same terms and conditions as the existing commitments.

        During May 2015, we declared regular monthly dividends of $0.175 per share for each month of July, August and September of 2015. These regular monthly dividends equal a total of $0.525 per share for the third quarter of 2015 and represent a 6.1% increase from the regular monthly dividends declared for the third quarter of 2014. Including the regular monthly dividends declared for the third quarter of 2015 and the semi-annual supplemental dividend payable in June 2015, we will have paid $15.065 per share in cumulative dividends since our October 2007 initial public offering.

        In June 2015, we led a new portfolio investment totaling $48.0 million of invested capital in a leading full service restaurant company that offers a variety of authentic Italian foods, with Main Street

 

9


Table of Contents

funding $28.8 million of the investment. Our investment included a combination of first-lien, senior secured term debt and a direct equity investment. The company, headquartered in the Southeast, has multiple company owned locations located throughout the United States and various franchised locations globally.

        In July 2015, we led a new portfolio investment totaling $17.4 million of invested capital in HW Temps LLC ("HW"), with Main Street funding $13.9 million of the investment. Our investment in HW included a first-lien, senior secured term debt investment and a preferred equity investment. We and our co-investor partnered to facilitate a recapitalization of HW and to support the HW's growth initiatives. In addition, we and our co-investor are providing HW an undrawn credit facility to support its future growth initiatives and working capital needs. Headquartered in South Easton, Massachusetts and founded in 1980, HW provides temporary staffing and related services primarily to employers in the light industrial, manufacturing, and distribution industries.

The Offering

        We may offer, from time to time, up to $1,500,000,000 of our securities, on terms to be determined at the time of the offering. Our securities may be offered at prices and on terms to be disclosed in one or more prospectus supplements.

        Our securities may be offered directly to one or more purchasers by us or through agents designated from time to time by us, or to or through underwriters or dealers. The prospectus supplement relating to the offering will disclose the terms of the offering, including the name or names of any agents or underwriters involved in the sale of our securities by us, the purchase price, and any fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See "Plan of Distribution." We may not sell any of our securities through agents, underwriters or dealers without delivery of a prospectus supplement describing the method and terms of the offering of our securities.

        Set forth below is additional information regarding the offering of our securities:

Use of proceeds

  We intend to use the net proceeds from any offering to make investments in accordance with our investment objective and strategies described in this prospectus or any prospectus supplement, to make investments in marketable securities and idle funds investments, which may include investments in secured intermediate term bank debt, rated debt securities and other income producing investments, to pay our operating expenses and other cash obligations, and for general corporate purposes. See "Use of Proceeds."

New York Stock Exchange symbols

 

"MAIN" (common stock); and "MSCA" (6.125% notes due 2023).

Dividends and distributions

 

We currently pay regular monthly dividends and semi-annual supplemental dividends to our stockholders. Our monthly dividends, if any, will be determined by our Board of Directors on a quarterly basis. Our semi-annual supplemental dividends, if any, will be determined by our Board of Directors based upon our undistributed taxable income.

 

Our ability to declare dividends depends on our earnings, our overall financial condition (including our liquidity position), maintenance of our RIC status and such other factors as our Board of Directors may deem relevant from time to time.

 

10


Table of Contents

 

When we make distributions, we are required to determine the extent to which such distributions are paid out of current or accumulated earnings, recognized capital gains or capital. To the extent there is a return of capital (a distribution of the stockholders' invested capital), investors will be required to reduce their basis in our stock for federal tax purposes. In the future, our distributions may include a return of capital.

Taxation

 

MSCC has elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. Accordingly, we generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we distribute to our stockholders as dividends. To maintain our qualification as a RIC for U.S. federal income taxes purposes, we must meet specified source-of-income and asset diversification requirements and distribute annually at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any.

 

Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year distributions into the next tax year and pay a 4% U.S. federal excise tax on such income. Any such carryover taxable income must be distributed through a dividend declared prior to filing the final tax return related to the year which generated such taxable income. See "Material U.S. Federal Income Tax Considerations."

Dividend reinvestment plan

 

We have adopted a dividend reinvestment plan that provides for the reinvestment of dividends on behalf of our registered stockholders who hold their shares with American Stock Transfer and Trust Company, the plan administrator and our transfer agent and registrar, or certain brokerage firms that have elected to participate in our dividend reinvestment plan, unless a stockholder has elected to receive dividends in cash. As a result, if we declare a cash dividend, our registered stockholders (or stockholders holding shares through participating brokerage firms) who have not "opted out" of our dividend reinvestment plan by the dividend record date will have their cash dividend automatically reinvested into additional shares of our common stock.

 

Stockholders who receive dividends in the form of stock will be subject to the same federal, state and local tax consequences as stockholders who elect to receive their dividends in cash. See "Dividend Reinvestment Plan."

Trading at a discount

 

Shares of closed-end investment companies frequently trade at a discount to their net asset value. This risk is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our shares will trade above, at or below net asset value.

 

11


Table of Contents

Sales of common stock below net asset value

 

The offering price per share of our common stock, less any underwriting commissions or discounts, will not be less than the net asset value per share of our common stock at the time of the offering, except (i) with the requisite approval of our common stockholders or (ii) under such other circumstances as the Securities and Exchange Commission may permit. In addition, we cannot issue shares of our common stock below net asset value unless our Board of Directors determines that it would be in our and our stockholders' best interests to do so. We did not seek stockholder authorization to issue common stock at a price below net asset value per share at our 2014 or 2015 Annual Meetings of Stockholders because our common stock price per share has been trading significantly above the current net asset value per share of our common stock, but we may seek such authorization at future Annual Meetings or Special Meetings of Stockholders.

 

In addition, we have received stockholder approval to issue warrants, options or rights to subscribe for, convert to, or purchase shares of our common stock at a price per share below the net asset value per share subject to the applicable requirements of the 1940 Act. There is no expiration date on our ability to issue such warrants, options, rights or convertible securities based on this stockholder approval.

 

Sales by us of our common stock at a discount from our net asset value pose potential risks for our existing stockholders whether or not they participate in the offering, as well as for new investors who participate in the offering. See "Sales of Common Stock Below Net Asset Value."

Available Information

 

We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, or the "Exchange Act." You can inspect any materials we file with the SEC, without charge, at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The information we file with the SEC is available free of charge by contacting us at 1300 Post Oak Boulevard, 8th Floor, Houston, TX 77056, by telephone at (713) 350-6000 or on our website at http://www.mainstcapital.com. The SEC also maintains a website that contains reports, proxy statements and other information regarding registrants, including us, that file such information electronically with the SEC. The address of the SEC's website is http://www.sec.gov. Information contained on our website or on the SEC's website about us is not incorporated into this prospectus, and you should not consider information contained on our website or on the SEC's website to be part of this prospectus.

 

12


Table of Contents

 


FEES AND EXPENSES

        The following table is intended to assist you in understanding the costs and expenses that an investor in this offering will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by "you," "us" or "Main Street," or that "we" will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in us.

Stockholder Transaction Expenses:

       

Sales load (as a percentage of offering price)

    —% (1)

Offering expenses (as a percentage of offering price)

    —% (2)

Dividend reinvestment plan expenses

    —% (3)

Total stockholder transaction expenses (as a percentage of offering price)

    —% (4)

Annual Expenses (as a percentage of net assets attributable to common stock):

       

Operating expenses

    2.34% (5)

Interest payments on borrowed funds

    2.90% (6)

Income tax expense

    0.58% (7)

Acquired fund fees and expenses

    0.49% (8)

Total annual expenses

    6.31 %

(1)
In the event that our securities are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load.

(2)
In the event that we conduct an offering of our securities, a corresponding prospectus supplement will disclose the estimated offering expenses.

(3)
The expenses of administering our dividend reinvestment plan are included in operating expenses.

(4)
Total stockholder transaction expenses may include sales load and will be disclosed in a future prospectus supplement, if any.

(5)
Operating expenses in this table represent the estimated expenses of MSCC and its consolidated subsidiaries, including the Internal Investment Manager.

(6)
Interest payments on borrowed funds represent our estimated annual interest payments on borrowed funds based on current debt levels as adjusted for projected increases (but not decreases) in debt levels over the next twelve months.

(7)
Income tax expense relates to the accrual of (a) deferred tax provision (benefit) on the net unrealized appreciation (depreciation) from portfolio investments held in Taxable Subsidiaries and (b) excise, state and other taxes. Deferred taxes are non-cash in nature and may vary significantly from period to period. We are required to include deferred taxes in calculating our annual expenses even though deferred taxes are not currently payable or receivable. Due to the variable nature of deferred tax expense, which can be a large portion of the income tax expense, and the difficulty in providing an estimate for future periods, this income tax expense estimate is based upon the actual amount of income tax expense for the year ended December 31, 2014.

(8)
Acquired fund fees and expenses represent the estimated indirect expense incurred due to investments in other investment companies and private funds.

 

13


Table of Contents

Example

        The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed we would have no additional leverage and that our annual operating expenses would remain at the levels set forth in the table above. In the event that shares to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will restate this example to reflect the applicable sales load.

 
  1 Year   3 Years   5 Years   10 Years  

You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return

  $ 63   $ 186   $ 305   $ 591  

        The example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown. While the example assumes, as required by the SEC, a 5.0% annual return, our performance will vary and may result in a return greater or less than 5.0%. In addition, while the example assumes reinvestment of all dividends at net asset value, participants in our dividend reinvestment plan will receive a number of shares of our common stock, determined by dividing the total dollar amount of the dividend payable to a participant by (i) the market price per share of our common stock at the close of trading on the dividend payment date in the event that we use newly issued shares to satisfy the share requirements of the dividend reinvestment plan or (ii) the average purchase price of all shares of common stock purchased by the administrator of the dividend reinvestment plan in the event that shares are purchased in the open market to satisfy the share requirements of the dividend reinvestment plan, which may be at, above or below net asset value. See "Dividend Reinvestment Plan" for additional information regarding our dividend reinvestment plan.

 

14


Table of Contents


RISK FACTORS

        Investing in our securities involves a number of significant risks. In addition to the other information contained in this prospectus and any accompanying prospectus supplement, you should consider carefully the following information before making an investment in our securities. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us might also impair our operations and performance. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected. In such case, our net asset value and the trading price of our common stock could decline or the value of our other securities may decline, and you may lose all or part of your investment.

RISKS RELATING TO ECONOMIC CONDITIONS

Deterioration in the economy and financial markets increases the likelihood of adverse effects on our financial position and results of operations. Such economic adversity could impair our portfolio companies' financial positions and operating results and affect the industries in which we invest, which could, in turn, harm our operating results.

        The broader fundamentals of the United States economy remain mixed, and unemployment remains uncertain. In the event that the United States economy contracts, it is likely that the financial results of small to mid-sized companies, like those in which we invest, could experience deterioration or limited growth from current levels, which could ultimately lead to difficulty in meeting their debt service requirements and an increase in defaults. Consequently, we can provide no assurance that the performance of certain portfolio companies will not be negatively impacted by economic cycles or other conditions, which could also have a negative impact on our future results.

        Although we have been able to secure access to additional liquidity, including through the Credit Facility, periodic follow-on equity offerings, public debt issuances and the leverage available through the SBIC program, the potential for volatility in the debt and equity capital markets provides no assurance that debt or equity capital will be available to us in the future on favorable terms, or at all. Further, if the price of our common stock falls below our net asset value per share, we will be limited in our ability to sell new shares if we do not have stockholder authorization to sell shares at a price below net asset value per share. We did not seek stockholder authorization to sell shares of our common stock at a price below the then current net asset value per share at our 2014 or 2015 annual meetings of stockholders because our common stock price per share has been trading significantly above the current net asset value per share of our common stock. As such, we do not currently have such stockholder authorization.

RISKS RELATING TO OUR BUSINESS AND STRUCTURE

Our Investment Portfolio is and will continue to be recorded at fair value, with our Board of Directors having final responsibility for overseeing, reviewing and approving, in good faith, our determination of fair value and, as a result, there is and will continue to be uncertainty as to the value of our portfolio investments.

        Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined by us with our Board of Directors having final responsibility for overseeing, reviewing and approving, in good faith, our determination of fair value and our valuation procedures. Typically, there is not a public market for the securities of the privately held LMM companies in which we have invested and will generally continue to invest. As a result, we value these securities quarterly at fair value based on inputs from management, a nationally recognized independent financial advisory services firm (on a rotational basis) and our audit committee with the oversight, review and approval of our Board of Directors. In addition, the market for investments in Middle Market companies is generally not a liquid market, and therefore, we primarily use observable inputs to determine the fair value of these investments quarterly through obtaining third

15


Table of Contents

party quotes and other independent pricing, which are reviewed by our audit committee with the oversight, review and approval of our Board of Directors. See "Business—Determination of Net Asset Value and Investment Portfolio Valuation Process" for a more detailed description of our valuation process.

        The determination of fair value and consequently, the amount of unrealized gains and losses in our portfolio, are to a certain degree, subjective and dependent on a valuation process approved by our Board of Directors. Certain factors that may be considered in determining the fair value of our investments include external events, such as private mergers, sales and acquisitions involving comparable companies. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Due to this uncertainty, our fair value determinations may cause our net asset value on a given date to materially understate or overstate the value that we may ultimately realize on one or more of our investments. As a result, investors purchasing our securities based on an overstated net asset value would pay a higher price than the value of our investments might warrant. Conversely, investors selling our securities during a period in which the net asset value understates the value of our investments may receive a lower price for their securities than the value of our investments might warrant.

Our financial condition and results of operations depends on our ability to effectively manage and deploy capital.

        Our ability to achieve our investment objective of maximizing our portfolio's total return by generating current income from our debt investments and capital appreciation from our equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company, depends on our ability to effectively manage and deploy capital, which depends, in turn, on our investment team's ability to identify, evaluate and monitor, and our ability to finance and invest in, companies that meet our investment criteria.

        Accomplishing our investment objective on a cost-effective basis is largely a function of our investment team's handling of the investment process, its ability to provide competent, attentive and efficient services and our access to investments offering acceptable terms. In addition to monitoring the performance of our existing investments, members of our investment team are also called upon, from time to time, to provide managerial assistance to some of our portfolio companies. These demands on their time may distract them or slow the rate of investment.

        Even if we are able to grow and build upon our investment operations, any failure to manage our growth effectively could have a material adverse effect on our business, financial condition, results of operations and prospects. The results of our operations will depend on many factors, including the availability of opportunities for investment, readily accessible short and long-term funding alternatives in the financial markets and economic conditions. Furthermore, if we cannot successfully operate our business or implement our investment policies and strategies as described herein, it could negatively impact our ability to pay dividends.

We may face increasing competition for investment opportunities.

        We compete for investments with other investment funds (including private equity funds, mezzanine funds, BDCs, and SBICs), as well as traditional financial services companies such as commercial banks and other sources of funding. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of capital and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than

16


Table of Contents

we have. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to do. We may lose investment opportunities if we do not match our competitors' pricing, terms and structure. If we are forced to match our competitors' pricing, terms and structure, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. A significant part of our competitive advantage stems from the fact that the market for investments in LMM companies is underserved by traditional commercial banks and other financing sources. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC.

We are dependent upon our key investment personnel for our future success.

        We depend on the members of our investment team, particularly Vincent D. Foster, Dwayne L. Hyzak, Curtis L. Hartman, David L. Magdol, Travis L. Haley, Nicholas T. Meserve, and Rodger A. Stout for the identification, review, final selection, structuring, closing and monitoring of our investments. These employees have significant investment expertise and relationships that we rely on to implement our business plan. Although we have entered into a non-compete agreement with Mr. Foster, we have no guarantee that he or any other employees will remain employed with us. If we lose the services of these individuals, we may not be able to operate our business as we expect, and our ability to compete could be harmed, which could cause our operating results to suffer.

Our success depends on attracting and retaining qualified personnel in a competitive environment.

        Our growth will require that we retain new investment and administrative personnel in a competitive market. Our ability to attract and retain personnel with the requisite credentials, experience and skills depends on several factors including, but not limited to, our ability to offer competitive wages, benefits and professional growth opportunities. Many of the entities, including investment funds (such as private equity funds and mezzanine funds) and traditional financial services companies, with which we compete for experienced personnel have greater resources than we have.

        The competitive environment for qualified personnel may require us to take certain measures to ensure that we are able to attract and retain experienced personnel. Such measures may include increasing the attractiveness of our overall compensation packages, altering the structure of our compensation packages through the use of additional forms of compensation, or other steps. The inability to attract and retain experienced personnel would have a material adverse effect on our business.

Our business model depends to a significant extent upon strong referral relationships, and our inability to maintain or develop these relationships, as well as the failure of these relationships to generate investment opportunities, could adversely affect our business.

        We expect that members of our management team will maintain their relationships with intermediaries, financial institutions, investment bankers, commercial bankers, financial advisors, attorneys, accountants, consultants and other individuals within our network, and we will rely to a significant extent upon these relationships to provide us with potential investment opportunities. If our management team fails to maintain its existing relationships or develop new relationships with sources of investment opportunities, we will not be able to grow our Investment Portfolio. In addition, individuals with whom members of our management team have relationships are not obligated to provide us with investment opportunities, and, therefore, there is no assurance that such relationships will generate investment opportunities for us.

17


Table of Contents

There are significant potential conflicts of interest which could impact our investment returns.

        Our executive officers and employees, through the External Investment Manager, may manage other investment funds that operate in the same or a related line of business as we do. Accordingly, they may have obligations to such other entities, the fulfillment of which obligations may not be in the best interests of us or our stockholders. During May 2012, we entered into an investment sub-advisory agreement with HMS Adviser, LP ("HMS Adviser"), which is the investment advisor to HMS Income Fund, Inc. ("HMS Income"), a non publicly-traded BDC whose registration statement on Form N-2 was declared effective by the SEC in June 2012, to provide certain investment advisory services to HMS Adviser. In December 2013, after obtaining required no-action relief from the SEC to allow us to own a registered investment adviser, we assigned the sub-advisory agreement to the External Investment Manager since the fees received from such arrangement could otherwise have negative consequences on our ability to meet the source-of-income requirement necessary for us to maintain our RIC tax treatment. Under the investment sub-advisory agreement, the External Investment Manager is entitled to 50% of the base management fee and the incentive fees earned by HMS Adviser under its advisory agreement with HMS Income. We and the External Investment Manager agreed to waive all such fees from the effective date of HMS Adviser's registration statement on Form N-2 through December 31, 2013. As a result, as of December 31, 2013, neither we nor the External Investment Manager had received any base management fee or incentive fees under the investment sub-advisory agreement and neither was due any unpaid compensation for any base management fee or incentive fees under the investment sub-advisory agreement through December 31, 2013. The External Investment Manager has not waived the base management or incentive fees after December 31, 2013 and, as a result, began accruing such fees on January 1, 2014. The sub-advisory relationship requires us to commit resources to achieving HMS Income's investment objective, while such resources were previously solely devoted to achieving our investment objective. Our investment objective and investment strategies are very similar to those of HMS Income and it is likely that an investment appropriate for us or HMS Income would be appropriate for the other entity. As a result, we and HMS Income requested an exemptive order from the SEC permitting co-investments by us and HMS Income in certain negotiated transactions where our co-investing would otherwise be prohibited under the 1940 Act. The SEC granted the exemptive order in April 2014, and we have made, and in the future intend to continue to make, such co-investments with HMS Income in accordance with the conditions of the order. The order requires, among other things, that we and the External Investment Manager consider whether each such investment opportunity is appropriate for HMS Income and, if it is appropriate, to propose an allocation of the investment opportunity between us and HMS Income. As a consequence, it may be more difficult for us to maintain or increase the size of our Investment Portfolio in the future. Although we will endeavor to allocate investment opportunities in a fair and equitable manner, including in accordance with the conditions set forth in the exemptive order issued by the SEC when relying on such order, we may face conflicts in allocating investment opportunities between us and HMS Income. Because the External Investment Manager may receive performance-based fee compensation from HMS Income, this may provide an incentive to allocate opportunities to HMS Income instead of us. We have implemented an allocation policy to ensure the equitable distribution of investment opportunities and, as a result, may be unable to participate in certain investments based upon such allocation policy.

18


Table of Contents

Regulations governing our operation as a BDC will affect our ability to, and the way in which we, raise additional capital.

        Our business will require capital to operate and grow. We may acquire such additional capital from the following sources:

19


Table of Contents

The Funds are licensed by the SBA, and therefore subject to SBA regulations.

        The Funds, our wholly owned subsidiaries, are licensed to act as SBICs and are regulated by the SBA. The SBA also places certain limitations on the financing terms of investments by SBICs in portfolio companies and prohibits SBICs from providing funds for certain purposes or to businesses in a few prohibited industries. Compliance with SBA requirements may cause the Funds to forego attractive investment opportunities that are not permitted under SBA regulations.

        Further, the SBA regulations require that a licensed SBIC be periodically examined and audited by the SBA to determine its compliance with the relevant SBA regulations. The SBA prohibits, without prior SBA approval, a "change of control" of an SBIC or transfers that would result in any person (or a group of persons acting in concert) owning 10% or more of a class of capital stock of a licensed SBIC. If the Funds fail to comply with applicable SBIC regulations, the SBA could, depending on the severity of the violation, limit or prohibit their use of SBIC debentures, declare outstanding SBIC debentures immediately due and payable, and/or limit them from making new investments. In addition, the SBA can revoke or suspend a license for willful or repeated violation of, or willful or repeated failure to observe, any provision of the Small Business Investment Act of 1958 or any rule or regulation promulgated thereunder. Such actions by the SBA would, in turn, negatively affect us.

Because we borrow money, the potential for gain or loss on amounts invested in us is magnified and may increase the risk of investing in us.

        Borrowings, also known as leverage, magnify the potential for loss on investments in our indebtedness and gain or loss on investments in our equity capital. As we use leverage to partially finance our investments, you will experience increased risks of investing in our securities. We, through the Funds, issue debt securities guaranteed by the SBA and sold in the capital markets. As a result of its guarantee of the debt securities, the SBA has fixed dollar claims on the assets of the Funds that are superior to the claims of our securities holders. We may also borrow from banks and other lenders, including under our Credit Facility, and may issue debt securities or enter into other types of borrowing arrangements in the future. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources" for a discussion regarding our outstanding indebtedness. If the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged our business. Similarly, any decrease in our income would cause net investment income to decline more sharply than it would have had we not leveraged our business. Such a decline could negatively affect our ability to pay common stock dividends, scheduled debt payments or other payments related to our securities. Use of leverage is generally considered a speculative investment technique.

        As of March 31, 2015, we, through the Funds, had $225.0 million of outstanding indebtedness guaranteed by the SBA, which had a weighted average annualized interest cost of approximately 4.2% (exclusive of deferred financing costs). The debentures guaranteed by the SBA have a maturity of ten years, with a current weighted average remaining maturity of 6.3 years as of March 31, 2015, and require semi-annual payments of interest. We will need to generate sufficient cash flow to make required interest payments on the debentures. If we are unable to meet the financial obligations under the debentures, the SBA, as a creditor, will have a superior claim to the assets of the Funds over our stockholders in the event we liquidate or the SBA exercises its remedies under such debentures as the result of a default by us.

        In addition, as of March 31, 2015, we had $164.0 million outstanding under our Credit Facility. Borrowings under the Credit Facility bear interest, subject to our election, on a per annum basis equal to (i) the applicable LIBOR rate (0.17% as of March 31, 2015) plus 2.00%, as long as we maintain an investment grade rating (or 2.25% if we do not maintain an investment grade rating) or (ii) the applicable base rate (Prime Rate of 3.25% as of March 31, 2015) plus 1.00%, as long as we maintain

20


Table of Contents

an investment grade rating (or 1.25% if we do not maintain an investment grade rating). We pay unused commitment fees of 0.25% per annum on the unused lender commitments under the Credit Facility. If we are unable to meet the financial obligations under the Credit Facility, the Credit Facility lending group will have a superior claim to the assets of MSCC and its subsidiaries (excluding the assets of the Funds) over our stockholders in the event we liquidate or the lending group exercises its remedies under the Credit Facility as the result of a default by us.

        In April 2013, we issued $92.0 million in aggregate principal amount of 6.125% Notes due 2023 (the "6.125% Notes"). As of March 31, 2015, the outstanding balance of the 6.125% Notes was $90.8 million. The 6.125% Notes are unsecured obligations and rank pari passu with our current and future senior unsecured indebtedness; senior to any of our future indebtedness that expressly provides it is subordinated to the 6.125% Notes; effectively subordinated to all of our existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under our Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation, the indebtedness of the Funds. The 6.125% Notes mature on April 1, 2023, and may be redeemed in whole or in part at any time or from time to time at our option on or after April 1, 2018. The 6.125% Notes bear interest at a rate of 6.125% per year.

        In November 2014, we issued $175.0 million in aggregate principal amount of 4.50% unsecured notes due 2019 (the "4.50% Notes" and, together with the 6.125% Notes, the "Notes") at an issue price of 99.53%. As of March 31, 2015, the outstanding balance of the 4.50% Notes was $175.0 million. The 4.50% Notes are unsecured obligations and rank pari passu with our current and future senior unsecured indebtedness; senior to any of our future indebtedness that expressly provides it is subordinated to the 4.50% Notes; effectively subordinated to all of our existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under our Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation, the indebtedness of the Funds. The 4.50% Notes mature on December 1, 2019, and may be redeemed in whole or in part at any time at our option subject to certain make whole provisions.


Assumed Return on Our Portfolio(1)
(net of expenses)

 
  (10.0)%   (5.0)%   0.0%   5.0%   10.0%  

Corresponding net return to common stockholder(2)

    (19.4 )%   (11.0 )%   (2.5 )%   5.9 %   14.4 %

(1)
Assumes $1.8 billion in total assets, $654.8 million in debt outstanding, $1,083.9 million in net assets, and a weighted average interest rate of 4.2%. Actual interest payments may be different.

(2)
In order for us to cover our annual interest payments on indebtedness, we must achieve annual returns on our March 31, 2015 total assets of at least 1.5%.

        Our ability to achieve our investment objective may depend in part on our ability to access additional leverage on favorable terms by issuing debentures guaranteed by the SBA through the Funds, by borrowing from banks or insurance companies or by issuing other debt securities and there can be no assurance that such additional leverage can in fact be achieved.

21


Table of Contents

All of our assets are subject to security interests under our secured Credit Facility or subject to a superior claim over our stockholders by the SBA and if we default on our obligations under the Credit Facility or with respect to our SBA-guaranteed debentures, we may suffer adverse consequences, including foreclosure on our assets.

        Substantially all of our assets are currently pledged as collateral under our Credit Facility or are subject to a superior claim over our stockholders by the SBA. If we default on our obligations under the Credit Facility or our SBA-guaranteed debentures, the lenders and/or the SBA may have the right to foreclose upon and sell, or otherwise transfer, the collateral subject to their security interests or their superior claim. In such event, we may be forced to sell our investments to raise funds to repay our outstanding borrowings in order to avoid foreclosure and these forced sales may be at times and at prices we would not consider advantageous. Moreover, such deleveraging of our company could significantly impair our ability to effectively operate our business in the manner in which we have historically operated. As a result, we could be forced to curtail or cease new investment activities and lower or eliminate the dividends that we have historically paid to our stockholders. In addition, if the lenders exercise their right to sell the assets pledged under our Credit Facility, such sales may be completed at distressed sale prices, thereby diminishing or potentially eliminating the amount of cash available to us after repayment of the amounts outstanding under the Credit Facility.

Previously proposed legislation may allow us to incur additional leverage.

        As a BDC, under the 1940 Act we generally are not permitted to incur indebtedness unless immediately after such borrowing we have an asset coverage for total borrowings of at least 200% (i.e., the amount of debt may not exceed 50% of the value of our assets). Legislation introduced in the U.S. House of Representatives during the 113th Congress proposed to modify this section of the 1940 Act and increase the amount of debt that BDCs may incur by modifying the asset coverage percentage from 200% to 150%. In addition, legislation introduced in the U.S. Senate during the 113th Congress proposed to modify SBA regulations in a manner that may permit us to issue additional SBIC debentures above the current regulatory maximum amount of $225.0 million. If such legislation is reintroduced and passed, we may be able to incur additional indebtedness in the future and therefore your risk of an investment in our securities may increase.

Further downgrades of the U.S. credit rating, automatic spending cuts or another government shutdown could negatively impact our liquidity, financial condition and earnings.

        Recent U.S. debt ceiling and budget deficit concerns have increased the possibility of additional credit-rating downgrades and economic slowdowns, or a recession in the U.S. Although U.S. lawmakers passed legislation to raise the federal debt ceiling on multiple occasions, ratings agencies have lowered or threatened to lower the long-term sovereign credit rating on the United States. The impact of this or any further downgrades to the U.S. government's sovereign credit rating or its perceived creditworthiness could adversely affect the U.S. and global financial markets and economic conditions. Absent further quantitative easing by the Federal Reserve, these developments could cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms. In addition, disagreement over the federal budget has caused the U.S. federal government to shut down for periods of time. Continued adverse political and economic conditions could have a material adverse effect on our business, financial condition and results of operations.

It is unclear how increased regulatory oversight and changes in the method for determining LIBOR may affect the value of the financial obligations to be held or issued by us that are linked to LIBOR, or how such changes could affect our results of operations or financial condition.

        As a result of concerns about the accuracy of the calculation of LIBOR, a number of British Bankers' Association, or BBA, member banks entered into settlements with certain regulators and law

22


Table of Contents

enforcement agencies with respect to the alleged manipulation of LIBOR, and there are ongoing investigations by regulators and governmental authorities in various jurisdictions. Following a review of LIBOR conducted at the request of the U.K. government, on September 28, 2012, recommendations for reforming the setting and governing of LIBOR were released, which are referred to as the Wheatley Review. The Wheatley Review made a number of recommendations for changes with respect to LIBOR, including the introduction of S-5 statutory regulation of LIBOR, the transfer of responsibility for LIBOR from the BBA to an independent administrator, changes to the method of the compilation of lending rates and new regulatory oversight and enforcement mechanisms for rate-setting and a reduction in the number of currencies and tenors for which LIBOR is published. Based on the Wheatley Review and on a subsequent public and governmental consultation process, on March 25, 2013, the U.K. Financial Services Authority published final rules for the U.K. Financial Conduct Authority's regulation and supervision of LIBOR, which are referred to as the FCA Rules. In particular, the FCA Rules include requirements that (1) an independent LIBOR administrator monitor and survey LIBOR submissions to identify breaches of practice standards and/or potentially manipulative behavior, and (2) firms submitting data to LIBOR establish and maintain a clear conflicts of interest policy and appropriate systems and controls. The FCA Rules took effect on April 2, 2013, and on July 9, 2013, NYSE Euronext was chosen to serve as the independent LIBOR administrator commencing in 2014. It is uncertain what additional regulatory changes or what changes, if any, in the method of determining LIBOR may be required or made by the U.K. government or other governmental or regulatory authorities. Accordingly, uncertainty as to the nature of such changes may adversely affect the market for or value of any LIBOR-linked securities, loans, derivatives and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations. In addition, any further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, derivatives and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations.

We may experience fluctuations in our quarterly results.

        We could experience fluctuations in our quarterly operating results due to a number of factors, including our ability or inability to make investments in companies that meet our investment criteria, the interest rate payable on the debt securities we acquire, the level of portfolio dividend and fee income, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

Our Board of Directors may change our operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse.

        Our Board of Directors has the authority to modify or waive our current operating policies, investment criteria and strategies without prior notice and without stockholder approval. We cannot predict the effect any changes to our current operating policies, investment criteria and strategies would have on our business, net asset value, operating results and value of our stock. However, the effects might be adverse, which could negatively impact our ability to pay interest and principal payments to holders of our debt instruments and dividends to our stockholders and cause our investors to lose all or part of their investment in us.

23


Table of Contents

We will be subject to corporate-level income tax if we are unable to qualify as a RIC under Subchapter M of the Code.

        To maintain RIC tax treatment under the Code, we must meet the following annual distribution, income source and asset diversification requirements:

        Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because most of our investments will be in private companies, and therefore will be illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses. Moreover, if we fail to maintain RIC tax treatment for any reason and are subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions.

We may not be able to pay distributions to our stockholders, our distributions may not grow over time, and a portion of distributions paid to our stockholders may be a return of capital, which is a distribution of the stockholders' invested capital.

        We intend to pay monthly distributions to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to pay a specified level of cash distributions, previously projected distributions for future periods, or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by, among other things, the impact of one or more of the risk factors described herein. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC could limit our ability to pay distributions. All

24


Table of Contents

distributions will be paid at the discretion of our Board of Directors and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applicable BDC regulations, each of the Funds' compliance with applicable SBIC regulations and such other factors as our Board of Directors may deem relevant from time to time. We cannot assure you that we will pay distributions to our stockholders in the future.

        When we make monthly distributions, we will be required to determine the extent to which such distributions are paid out of current or accumulated earnings, recognized capital gains or capital. To the extent there is a return of capital, investors will be required to reduce their basis in our stock for federal tax purposes, which may result in higher tax liability when the shares are sold, even if they have not increased in value or have lost value. In addition, any return of capital will be net of any sales load and offering expenses associated with sales of shares of our common stock. In the future, our distributions may include a return of capital.

We may have difficulty paying the distributions required to maintain RIC tax treatment under the Code if we recognize income before or without receiving cash representing such income.

        We will include in income certain amounts that we have not yet received in cash, such as: (i) amortization of original issue discount, which may arise if we receive warrants in connection with the origination of a loan such that ascribing a value to the warrants creates original issue discount in the debt instrument, if we invest in a debt investment at a discount to the par value of the debt security or possibly in other circumstances; (ii) contractual payment-in-kind, or PIK, interest, which represents contractual interest added to the loan balance and due at the end of the loan term; (iii) contractual preferred dividends, which represents contractual dividends added to the preferred stock and due at the end of the preferred stock term, subject to adequate profitability at the portfolio company; or (iv) amortization of market discount, which is associated with loans purchased in the secondary market at a discount to par value. Such amortization of original issue discounts, increases in loan balances as a result of contractual PIK arrangements, cumulative preferred dividends, or amortization of market discount will be included in income before we receive the corresponding cash payments. We also may be required to include in income certain other amounts before we receive such amounts in cash. Investments structured with these features may represent a higher level of credit risk compared to investments generating income which must be paid in cash on a current basis. For the three months ended March 31, 2015, (i) approximately 2.2% of our total investment income was attributable to PIK income not paid currently in cash, (ii) approximately 1.4% of our total investment income was attributable to amortization of original issue discount, (iii) approximately 1.0% of our total investment income was attributable to cumulative dividend income not paid currently in cash, and (iv) approximately 1.4% of our total investment income was attributable to amortization of market discount on loans purchased in the secondary market at a discount.

        Since, in certain cases, we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the annual distribution requirement necessary to maintain RIC tax treatment under the Code. Accordingly, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax. For additional discussion regarding the tax implications of a RIC, please see "Material U.S. Federal Income Tax Considerations—Taxation as a Regulated Investment Company."

We may in the future choose to pay dividends in our own stock, in which case you may be required to pay tax in excess of the cash you receive.

        We may distribute taxable dividends that are payable in part in our stock. Under certain applicable provisions of the Code and the Treasury regulations, distributions payable by us in cash or in shares of

25


Table of Contents

stock (at the stockholders election) would satisfy the Annual Distribution Requirement. The IRS has issued private letter rulings providing that a dividend payable in stock or in cash at the election of the stockholders will be treated as a taxable dividend eligible for the dividends paid deduction provided that at least 20% of the total dividend is payable in cash and certain other requirements are satisfied. Taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income (or as long-term capital gain to the extent such dividend is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our stock.

Each of the Funds, as an SBIC, may be unable to make distributions to us that will enable us to meet or maintain RIC status, which could result in the imposition of an entity-level tax.

        In order for us to continue to qualify for RIC tax treatment and to minimize corporate-level taxes, we will be required to distribute substantially all of our net ordinary income and net capital gain income, including income from certain of our subsidiaries, which includes the income from the Funds. We will be partially dependent on the Funds for cash distributions to enable us to meet the RIC distribution requirements. The Funds may be limited by the Small Business Investment Act of 1958, and SBIC regulations governing SBICs, from making certain distributions to us that may be necessary to enable us to maintain our status as a RIC. We may have to request a waiver of the SBA's restrictions for the Funds to make certain distributions to maintain our eligibility for RIC status. We cannot assure you that the SBA will grant such waiver and if the Funds are unable to obtain a waiver, compliance with the SBIC regulations may result in loss of RIC tax treatment and a consequent imposition of an entity-level tax on us.

Because we intend to distribute substantially all of our income to our stockholders to maintain our status as a RIC, we will continue to need additional capital to finance our growth, and regulations governing our operation as a BDC will affect our ability to, and the way in which we, raise additional capital and make distributions.

        In order to satisfy the requirements applicable to a RIC and to minimize corporate-level taxes, we intend to distribute to our stockholders substantially all of our net ordinary income and net capital gain income. We may carry forward excess undistributed taxable income into the next year, net of the 4% excise tax. Any such carryover taxable income must be distributed through a dividend declared prior to filing the final tax return related to the year which generated such taxable income. As a BDC, we generally are required to meet an asset coverage ratio, as defined in the 1940 Act, of at least 200% immediately after each issuance of senior securities. This requirement limits the amount that we may borrow and may prohibit us from making distributions. Because we will continue to need capital to grow our Investment Portfolio, this limitation may prevent us from incurring debt and require us to raise additional equity at a time when it may be disadvantageous to do so.

        While we expect to be able to borrow and to issue additional debt and equity securities, we cannot assure you that debt and equity financing will be available to us on favorable terms, or at all. In addition, as a BDC, we generally are not permitted to issue equity securities priced below net asset value without stockholder approval. If additional funds are not available to us, we could be forced to curtail or cease new investment activities, and our net asset value could decline.

26


Table of Contents

Stockholders may incur dilution if we sell shares of our common stock in one or more offerings at prices below the then current net asset value per share of our common stock or issue securities to subscribe to, convert to or purchase shares of our common stock.

        The 1940 Act prohibits us from selling shares of our common stock at a price below the current net asset value per share of such stock, with certain exceptions. One such exception is prior stockholder approval of issuances below net asset value provided that our Board of Directors makes certain determinations. We did not seek stockholder authorization to sell shares of our common stock at a price below the then current net asset value per share at our 2014 or 2015 annual meetings of stockholders because our common stock price per share has been trading significantly above the current net asset value per share of our common stock. As such, we do not currently have such stockholder authorization. We may, however, seek such authorization at future annual or special meetings of stockholders. Our stockholders have previously approved a proposal to authorize us to issue securities to subscribe to, convert to, or purchase shares of our common stock in one or more offerings. Any decision to sell shares of our common stock below the then current net asset value per share of our common stock or securities to subscribe to, convert to, or purchase shares of our common stock would be subject to the determination by our Board of Directors that such issuance is in our and our stockholders' best interests.

        If we were to sell shares of our common stock below net asset value per share, such sales would result in an immediate dilution to the net asset value per share. This dilution would occur as a result of the sale of shares at a price below the then current net asset value per share of our common stock and a proportionately greater decrease in a stockholder's interest in our earnings and assets and voting interest in us than the increase in our assets resulting from such issuance. In addition, if we issue securities to subscribe to, convert to or purchase shares of common stock, the exercise or conversion of such securities would increase the number of outstanding shares of our common stock. Any such exercise would be dilutive on the voting power of existing stockholders, and could be dilutive with regard to dividends and our net asset value, and other economic aspects of the common stock.

        Because the number of shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect cannot be predicted; however, the example below illustrates the effect of dilution to existing stockholders resulting from the sale of common stock at prices below the net asset value of such shares. Please see "Sales of Common Stock Below Net Asset Value" for a more complete discussion of the potentially dilutive impacts of an offering at a price less than net asset value, or NAV, per share.

27


Table of Contents

 
  Prior to Sale
Below NAV
  Following Sale
Below NAV
  Percentage
Change
 

Reduction to NAV

                   

Total Shares Outstanding

    1,000,000     1,040,000     4.0 %

NAV per share

  $ 10.00   $ 9.98     (0.2 )%

Dilution to Existing Stockholder

                   

Shares Held by Stockholder A

    10,000     10,000 (1)   0.0 %

Percentage Held by Stockholder A

    1.00 %   0.96 %   (3.8 )%

Total Interest of Stockholder A in NAV

  $ 100,000   $ 99,808     (0.2 )%

(1)
Assumes that Stockholder A does not purchase additional shares in the sale of shares below NAV.

Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.

        We, the Funds, and our portfolio companies are subject to applicable local, state and federal laws and regulations, including, without limitation, federal immigration laws and regulations. New legislation may be enacted or new interpretations, rulings or regulations could be adopted, including those governing the types of investments we are permitted to make, any of which could harm us and our stockholders, potentially with retroactive effect. In addition, any change to the SBA's current debenture SBIC program could have a significant impact on our ability to obtain lower-cost leverage, through the Funds, and therefore, our ability to compete with other finance companies.

        Additionally, any changes to the laws and regulations governing our operations relating to permitted investments may cause us to alter our investment strategy in order to avail ourselves of new or different opportunities. Such changes could result in material differences to the strategies and plans set forth herein and may result in our investment focus shifting from the areas of expertise of our investment team to other types of investments in which our investment team may have less expertise or little or no experience. Thus, any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment.

Terrorist attacks, acts of war or natural disasters may affect any market for our securities, impact the businesses in which we invest and harm our business, operating results and financial condition.

        Terrorist acts, acts of war or natural disasters may disrupt our operations, as well as the operations of the businesses in which we invest. Such acts have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. Future terrorist activities, military or security operations, or natural disasters could further weaken the domestic/global economies and create additional uncertainties, which may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition. Losses from terrorist attacks and natural disasters are generally uninsurable.

We are highly dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market price of our common stock and our ability to pay dividends.

        Our business is highly dependent on our and third parties' communications and information systems. Any failure or interruption of those systems, including as a result of the termination of an agreement with any third-party service providers, could cause delays or other problems in our activities.

28


Table of Contents

Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There could be:

RISKS RELATED TO OUR INVESTMENTS

Our investments in portfolio companies involve higher levels of risk, and we could lose all or part of our investment.

        Investing in our portfolio companies involves a number of significant risks. Among other things, these companies:

        In addition, in the course of providing significant managerial assistance to certain of our portfolio companies, certain of our officers and directors may serve as directors on the boards of such companies. To the extent that litigation arises out of our investments in these companies, our officers and directors may be named as defendants in such litigation, which could result in an expenditure of funds (through our indemnification of such officers and directors) and the diversion of management time and resources.

29


Table of Contents

Continuation of the current decline in oil and natural gas prices for a prolonged period of time could have a material adverse effect on us.

        A prolonged continuation of the current decline in oil and natural gas prices would adversely affect the credit quality of our debt investments and the underlying operating performance of our equity investments in energy-related businesses. A decrease in credit quality and the operating performance would, in turn, negatively affect the fair value of these investments, which would consequently negatively affect our net asset value. Should the current decline in oil and natural gas prices persist, it is likely that our energy-related portfolio companies' abilities to satisfy financial or operating covenants imposed by us or other lenders will be adversely affected, thereby negatively impacting their financial condition and their ability to satisfy their debt service and other obligations to us. Likewise, should the current decline in oil and natural gas prices persist, it is likely that our energy-related portfolio companies' cash flow and profit generating capacities would also be adversely affected thereby negatively impacting their ability to pay us dividends or distributions on our equity investments.

We may be exposed to higher risks with respect to our investments that include original issue discount or PIK interest.

        Our investments may include original issue discount and contractual PIK interest, which represents contractual interest added to a loan balance and due at the end of such loan's term. To the extent original issue discount or PIK interest constitute a portion of our income, we are exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash, including the following:

The lack of liquidity in our investments may adversely affect our business.

        We invest, and will continue to invest in companies whose securities are not publicly traded, and whose securities will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. The illiquidity of these investments may make it difficult for us to sell these investments when desired. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded these investments. As a result, we do not expect to achieve liquidity in our investments in the near-term. Our investments are usually subject to contractual or legal restrictions on resale or are otherwise illiquid because there is usually no established trading market for such investments. The illiquidity of most of our investments may make it difficult for us to dispose of them at a favorable price, and, as a result, we may suffer losses.

We may not have the funds or ability to make additional investments in our portfolio companies.

        We may not have the funds or ability to make additional investments in our portfolio companies. After our initial investment in a portfolio company, we may be called upon from time to time to provide additional funds to such company or have the opportunity to increase our investment through

30


Table of Contents

the extension of additional loans, the exercise of a warrant to purchase equity securities, or the funding of additional equity investments. There is no assurance that we will make, or will have sufficient funds to make, follow-on investments. Any decisions not to make a follow-on investment or any inability on our part to make such an investment may have a negative impact on a portfolio company in need of such an investment, may result in a missed opportunity for us to increase our participation in a successful operation or may reduce the expected yield on the investment.

Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.

        We invest primarily in the secured term debt of LMM and Middle Market companies and equity issued by LMM companies. Our portfolio companies may have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt in which we invest. By their terms, such debt instruments may entitle the holders to receive payment of interest or principal on or before the dates on which we are entitled to receive payments with respect to the debt instruments in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution. After repaying such senior creditors, such portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt instruments in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.

        Even though we may have structured certain of our investments as secured loans, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, and based upon principles of equitable subordination as defined by existing case law, a bankruptcy court could subordinate all or a portion of our claim to that of other creditors and transfer any lien securing such subordinated claim to the bankruptcy estate. The principles of equitable subordination defined by case law have generally indicated that a claim may be subordinated only if its holder is guilty of misconduct or where the senior loan is re-characterized as an equity investment and the senior lender has actually provided significant managerial assistance to the bankrupt debtor. We may also be subject to lender liability claims for actions taken by us with respect to a borrower's business or instances where we exercise control over the borrower. It is possible that we could become subject to a lender's liability claim, including as a result of actions taken in rendering significant managerial assistance or actions to compel and collect payments from the borrower outside the ordinary course of business.

Second priority liens on collateral securing loans that we make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.

        Certain loans that we make are secured by a second priority security interest in the same collateral pledged by a portfolio company to secure senior debt owed by the portfolio company to commercial banks or other traditional lenders. Often the senior lender has procured covenants from the portfolio company prohibiting the incurrence of additional secured debt without the senior lender's consent. Prior to and as a condition of permitting the portfolio company to borrow money from us secured by the same collateral pledged to the senior lender, the senior lender will require assurances that it will control the disposition of any collateral in the event of bankruptcy or other default. In many such cases, the senior lender will require us to enter into an "intercreditor agreement" prior to permitting the portfolio company to borrow from us. Typically the intercreditor agreements we are requested to

31


Table of Contents

execute expressly subordinate our debt instruments to those held by the senior lender and further provide that the senior lender shall control: (1) the commencement of foreclosure or other proceedings to liquidate and collect on the collateral; (2) the nature, timing and conduct of foreclosure or other collection proceedings; (3) the amendment of any collateral document; (4) the release of the security interests in respect of any collateral; and (5) the waiver of defaults under any security agreement. Because of the control we may cede to senior lenders under intercreditor agreements we may enter, we may be unable to realize the proceeds of any collateral securing some of our loans.

        Finally, the value of the collateral securing our debt investment will ultimately depend on market and economic conditions, the availability of buyers and other factors. Therefore, there can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the loan obligations secured by our first or second priority liens. There is also a risk that such collateral securing our investments will decrease in value over time, will be difficult to sell in a timely manner, will be difficult to appraise and will fluctuate in value based upon the success of the portfolio company and market conditions. If such proceeds are not sufficient to repay amounts outstanding under the loan obligations secured by our second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the company's remaining assets, if any.

We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.

        We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. To the extent that we assume large positions in the securities of a small number of issuers, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market's assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond our RIC asset diversification requirements, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively few portfolio companies.

We generally will not control our portfolio companies.

        We do not, and do not expect to, control the decision making in many of our portfolio companies, even though we may have board representation or board observation rights, and our debt agreements may contain certain restrictive covenants. As a result, we are subject to the risk that a portfolio company in which we invest will make business decisions with which we disagree and the management of such company, as representatives of the holders of their common equity, will take risks or otherwise act in ways that do not serve our interests as debt investors. Due to the lack of liquidity for our investments in non-traded companies, we may not be able to dispose of our interests in our portfolio companies as readily as we would like or at an appropriate valuation. As a result, a portfolio company may make decisions that would decrease the value of our portfolio holdings.

Defaults by our portfolio companies will harm our operating results.

        A portfolio company's failure to satisfy financial or operating covenants imposed by us or other lenders could lead to non-payment of interest and other defaults and, potentially, termination of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize a portfolio company's ability to meet its obligations under the debt or equity securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company.

32


Table of Contents

Any unrealized depreciation we experience in our portfolio may be an indication of future realized losses, which could reduce our income and gains available for distribution.

        As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at the fair value as determined in good faith by our Board of Directors. Decreases in the market values or fair values of our investments will be recorded as unrealized depreciation. Any unrealized depreciation in our portfolio could be an indication of a portfolio company's inability to meet its repayment obligations to us with respect to affected loans or a potential impairment of the value of affected equity investments. This could result in realized losses in the future and ultimately in reductions of our income and gains available for distribution in future periods.

Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.

        We are subject to the risk that the investments we make in our portfolio companies may be repaid prior to maturity. When this occurs, we will generally reinvest these proceeds in temporary investments, pending their future investment in new portfolio companies. These temporary investments will typically have substantially lower yields than the debt being prepaid and we could experience significant delays in reinvesting these amounts. Any future investment in a new portfolio company may also be at lower yields than the debt that was repaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us. Additionally, prepayments could negatively impact our return on equity, which could result in a decline in the market price of our securities.

Changes in interest rates may affect our cost of capital and net investment income.

        Some of our debt investments will bear interest at variable rates and the interest income from these investments could be negatively affected by decreases in market interest rates. In addition, an increase in interest rates would make it more expensive for us to use debt to finance our investments. As a result, a significant increase in market interest rates could increase our cost of capital, which would reduce our net investment income. Also, an increase in interest rates available to investors could make an investment in our securities less attractive than alternative investments, a situation which could reduce the value of our securities. Conversely, a decrease in interest rates may have an adverse impact on our returns by requiring us to seek lower yields on our debt investments and by increasing the risk that our portfolio companies will prepay our debt investments, resulting in the need to redeploy capital at potentially lower rates. A decrease in market interest rates may also adversely impact our returns on idle funds, which would reduce our net investment income.

We may not realize gains from our equity investments.

        Certain investments that we have made in the past and may make in the future include warrants or other equity securities. Investments in equity securities involve a number of significant risks, including the risk of further dilution as a result of additional issuances, inability to access additional capital and failure to pay current distributions. Investments in preferred securities involve special risks, such as the risk of deferred distributions, credit risk, illiquidity and limited voting rights. In addition, we may from time to time make non-control, equity investments in portfolio companies. Our goal is ultimately to realize gains upon our disposition of such equity interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. We also may be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests. We often seek puts or similar rights to give us the right to sell our equity securities back to the portfolio company issuer; however, we may be unable to exercise these put rights for the consideration provided in our investment documents if the issuer is in financial distress.

33


Table of Contents

Our Marketable securities and idle funds investments are subject to risks similar to our portfolio company investments.

        Marketable securities and idle funds investments can include, among other things, secured and unsecured debt investments, independently rated debt investments, diversified bond funds and publicly traded debt and equity securities. Many of these investments in debt obligations are, or would be if rated, below investment grade quality. Indebtedness of below investment grade quality is regarded as having predominantly speculative characteristics with respect to the issuer's capacity to pay interest and repay principal, similar to our portfolio investments in our portfolio companies. See "—Our investments in portfolio companies involve higher levels of risk, and we could lose all or part of our investment." Many of these Marketable securities and idle funds investments are purchased through over the counter or other markets and are therefore liquid at the time of purchase but may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions or investor perceptions. See "—The lack of liquidity in our investments may adversely affect our business" for a description of risks related to holding illiquid investments. In addition, domestic and foreign markets are complex and interrelated, so that events in one sector of the world markets or economy, or in one geographical region, can reverberate and have materially negative consequences for other market, economic or regional sectors in a manner that may not be foreseen and which may materially affect the market price of our Marketable securities and idle funds investments. Other risks that our portfolio investments are subject to are also applicable to these Marketable securities and idle funds investments.

Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments.

        Our investments in foreign securities may involve significant risks in addition to the risks inherent in investments in U.S. securities. Our investment strategy contemplates potential investments in debt securities of foreign companies. Investing in foreign companies may expose us to additional risks not typically associated with investing in securities of U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the U.S., higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.

        Although most of our investments will be U.S. dollar denominated, any investments denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments.

RISKS RELATING TO OUR SECURITIES

Shares of closed-end investment companies, including BDCs, may trade at a discount to their net asset value.

        Shares of closed-end investment companies, including BDCs, may trade at a discount to net asset value. This characteristic of closed-end investment companies and BDCs is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our common stock will trade at, above or below net asset value. In addition, if our common stock trades below our net asset value per share, we will generally not be able to issue additional common stock at the market price unless our stockholders approve such a sale and our Board of Directors makes certain determinations. See "—Risks Relating to Our Business and Structure—Stockholders may incur dilution

34


Table of Contents

if we sell shares of our common stock in one or more offerings at prices below the then current net asset value per share of our common stock or issue securities to subscribe to, convert to or purchase shares of our common stock" for a discussion related to us issuing shares of our common stock below net asset value.

We may be unable to invest a significant portion of the net proceeds from an offering or from exiting an investment or other capital on acceptable terms, which could harm our financial condition and operating results.

        Delays in investing the net proceeds raised in an offering or from exiting an investment or other capital may cause our performance to be worse than that of other fully invested BDCs or other lenders or investors pursuing comparable investment strategies. We cannot assure you that we will be able to identify any investments that meet our investment objective or that any investment that we make will produce a positive return. We may be unable to invest the net proceeds of any offering or from exiting an investment or other capital on acceptable terms within the time period that we anticipate or at all, which could harm our financial condition and operating results.

        We anticipate that, depending on market conditions and the amount of the capital, it may take us a substantial period of time to invest substantially all the capital in securities meeting our investment objective. During this period, we will invest the capital primarily in Marketable securities and idle funds investments, which may produce returns that are significantly lower than the returns which we expect to achieve when our portfolio is fully invested in securities meeting our investment objective. As a result, any distributions that we pay during such period may be substantially lower than the distributions that we may be able to pay when our portfolio is fully invested in securities meeting our investment objective. In addition, until such time as the net proceeds of any offering or from exiting an investment or other capital are invested in new securities meeting our investment objective, the market price for our securities may decline. Thus, the initial return on your investment may be lower than when, if ever, our portfolio is fully invested in securities meeting our investment objective.

Investing in our securities may involve an above average degree of risk.

        The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a higher risk of volatility or loss of principal. Our investments in portfolio companies involve higher levels of risk, and therefore, an investment in our securities may not be suitable for someone with lower risk tolerance.

The market price of our securities may be volatile and fluctuate significantly.

        Fluctuations in the trading prices of our securities may adversely affect the liquidity of the trading market for our securities and, if we seek to raise capital through future securities offerings, our ability to raise such capital. The market price and liquidity of the market for our securities may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

35


Table of Contents

Provisions of the Maryland General Corporation Law and our articles of incorporation and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.

        The Maryland General Corporation Law and our articles of incorporation and bylaws contain provisions that may have the effect of discouraging, delaying or making difficult a change in control of our company or the removal of our incumbent directors. The existence of these provisions, among others, may have a negative impact on the price of our common stock and may discourage third-party bids for ownership of our company. These provisions may prevent any premiums being offered to you for our common stock.

36


Table of Contents


CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

        Some of the statements in this prospectus and any accompanying prospectus supplement constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this prospectus and any accompanying prospectus supplement may include statements as to:

        In addition, words such as "anticipate," "believe," "expect" and "intend" indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this prospectus and any accompanying prospectus supplement involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in "Risk Factors" and elsewhere in this prospectus and any accompanying prospectus supplement. Other factors that could cause actual results to differ materially include:

        We have based the forward-looking statements included in this prospectus and will base the forward-looking statements included in any accompanying prospectus supplement on information available to us on the date of this prospectus and any accompanying prospectus supplement, as appropriate, and we assume no obligation to update any such forward-looking statements, except as required by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you, including in the form of a prospectus supplement or post-effective amendment to the registration statement, or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.


USE OF PROCEEDS

        We intend to use the net proceeds from any offering to make investments in accordance with our investment objective and strategies described in this prospectus or any prospectus supplement, to make investments in marketable securities and idle funds investments, which may include investments in secured intermediate term bank debt, rated debt securities and other income producing investments, to pay our operating expenses and other cash obligations, and for general corporate purposes. Our ability to achieve our investment objective may be limited to the extent that the net proceeds from an offering, pending full investment, are held in interest-bearing deposits or other short-term instruments. See "Risk Factors—Risks Relating to Our Securities—We may be unable to invest a significant portion of the net proceeds from an offering or from exiting an investment or other capital on acceptable terms, which could harm our financial condition and operating results." The supplement to this prospectus relating to an offering will more fully identify the use of proceeds from such an offering.

37


Table of Contents


PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

        Our common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "MAIN." Prior to October 14, 2010, our common stock was traded on the NASDAQ Global Select Market under the same symbol "MAIN." Our common stock began trading on the NASDAQ Global Select Market on October 5, 2007. Prior to that date, there was no established public trading market for our common stock.

        The following table sets forth, for each fiscal quarter during 2015, 2014 and 2013, the range of high and low closing prices of our common stock as reported on the NYSE, and the sales price as a percentage of the net asset value per share of our common stock.

 
   
  Price Range   Premium of
High Sales
Price to
NAV(2)
  Premium of
Low Sales
Price to
NAV(2)
 
 
  NAV(1)   High   Low  

Year ending December 31, 2015

                               

Third Quarter (through July 15, 2015)

    *   $ 32.77   $ 31.59       *     *

Second Quarter

    *     32.59     30.47       *     *

First Quarter

  $ 21.87     31.47     27.87     44 %   27 %

Year ending December 31, 2014

                               

Fourth Quarter

  $ 20.85   $ 32.68   $ 27.48     57 %   32 %

Third Quarter

    21.08     32.87     30.38     56 %   44 %

Second Quarter

    21.03     33.54     29.55     59 %   41 %

First Quarter

    20.14     35.69     32.23     77 %   60 %

Year ending December 31, 2013

                               

Fourth Quarter

  $ 19.89   $ 33.13   $ 29.70     67 %   49 %

Third Quarter

    20.01     31.08     27.41     55 %   37 %

Second Quarter

    18.72     32.13     26.43     72 %   41 %

First Quarter

    18.55     34.38     30.44     85 %   64 %

(1)
Net asset value per share, or NAV, is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low sales prices. The net asset values shown are based on outstanding shares at the end of each period. Net asset value has not yet been determined for the second or third quarters of 2015.

(2)
Calculated as the respective high or low share price divided by NAV for such quarter.

        On July 15, 2015 the last sale price of our common stock on the NYSE was $32.60 per share, and there were approximately 244 holders of record of the common stock which did not include stockholders for whom shares are held in "nominee" or "street name." The net asset value per share of our common stock on March 31, 2015 (the last date prior to the date of this prospectus on which we determined our net asset value per share) was $21.87, and the premium of the July 15, 2015 closing price of our common stock was 49% to this net asset value per share.

        Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that our shares of common stock will trade at a discount from net asset value per share or at premiums that are unsustainable over the long-term are separate and distinct from the risk that our net asset value per share will decrease. It is not possible to predict whether our common stock will trade at, above, or below net asset value per share. Since our IPO in October 2007, our shares of common stock have traded at prices both less than and exceeding our net asset value per share.

        We currently pay regular monthly dividends and semi-annual supplemental dividends to our stockholders. Our monthly dividends, if any, will be determined by our Board of Directors on a

38


Table of Contents

quarterly basis. Our semi-annual supplemental dividends, if any, will be determined by our Board of Directors based upon our undistributed taxable income. The following table summarizes our dividends declared to date:

Date Declared
  Record Date   Payment Date   Amount(1)  

Fiscal year 2015

               

May 5, 2015

  August 20, 2015   September 15, 2015   $ 0.175  

May 5, 2015

  July 21, 2015   August 14, 2015   $ 0.175  

May 5, 2015

  July 1, 2015   July 15, 2015   $ 0.175  

April 22, 2015

  June 18, 2015   June 25, 2015   $ 0.275  

February 24, 2015

  May 20, 2015   June 15, 2015   $ 0.175  

February 24, 2015

  April 21, 2015   May 15, 2015   $ 0.175  

February 24, 2015

  March 31, 2015   April 15, 2015   $ 0.175  

November 6, 2014

  February 20, 2015   March 16, 2015   $ 0.170  

November 6, 2014

  January 21, 2015   February 13, 2015   $ 0.170  

November 6, 2014

  December 31, 2014   January 15, 2015   $ 0.170 (2)

Total

          $ 1.835  

Fiscal year 2014

               

October 23, 2014

  December 18, 2014   December 24, 2014   $ 0.275 (2)

August 4, 2014

  November 20, 2014   December 15, 2014   $ 0.170 (2)

August 4, 2014

  October 20, 2014   November 14, 2014   $ 0.170 (2)

August 4, 2014

  September 19, 2014   October 15, 2014   $ 0.170 (2)

May 6, 2014

  August 20, 2014   September 15, 2014   $ 0.165 (2)

May 6, 2014

  July 21, 2014   August 15, 2014   $ 0.165 (2)

May 6, 2014

  June 30, 2014   July 15, 2014   $ 0.165 (2)

April 21, 2014

  June 20, 2014   June 25, 2014   $ 0.275 (2)

February 26, 2014

  May 21, 2014   June 16, 2014   $ 0.165 (2)

February 26, 2014

  April 20, 2014   May 15, 2014   $ 0.165 (2)

February 26, 2014

  March 21, 2014   April 15, 2014   $ 0.165 (2)

November 6, 2013

  February 20, 2014   March 14, 2014   $ 0.165 (2)

November 6, 2013

  January 21, 2014   February 14, 2014   $ 0.165 (2)

November 6, 2013

  December 30, 2013   January 15, 2014   $ 0.165 (3)

Total

          $ 2.545  

Fiscal year 2013

               

November 20, 2013

  December 19, 2013   December 24, 2013   $ 0.250 (3)

August 6, 2013

  November 21, 2013   December 16, 2013   $ 0.160 (3)

August 6, 2013

  October 21, 2013   November 15, 2013   $ 0.160 (3)

August 6, 2013

  September 20, 2013   October 15, 2013   $ 0.160 (3)

May 13, 2013

  July 22, 2013   July 26, 2013   $ 0.200 (3)

May 8, 2013

  May 21, 2013   September 16, 2013   $ 0.155 (3)

May 8, 2013

  July 17, 2013   August 15, 2013   $ 0.155 (3)

May 8, 2013

  June 18, 2013   July 15, 2013   $ 0.155 (3)

March 5, 2013

  May 21, 2013   June 14, 2013   $ 0.155 (3)

March 5, 2013

  April 19, 2013   May 15, 2013   $ 0.155 (3)

March 5, 2013

  March 21, 2013   April 15, 2013   $ 0.155 (3)

November 6, 2012

  February 21, 2013   March 15, 2013   $ 0.150 (3)

November 6, 2012

  January 18, 2013   February 15, 2013   $ 0.150 (3)

November 6, 2012

  January 4, 2013   January 23, 2013   $ 0.350 (3)

November 6, 2012

  December 20, 2012   January 15, 2013   $ 0.150 (4)

Total

          $ 2.660  

39


Table of Contents

Date Declared
  Record Date   Payment Date   Amount(1)  

Fiscal year 2012

               

July 31, 2012

  November 21, 2012   December 14, 2012   $ 0.150 (4)

July 31, 2012

  October 19, 2012   November 15, 2012   $ 0.150 (4)

July 31, 2012

  September 20, 2012   October 15, 2012   $ 0.150 (4)

May 1, 2012

  August 21, 2012   September 14, 2012   $ 0.145 (4)

May 1, 2012

  July 20, 2012   August 15, 2012   $ 0.145 (4)

May 1, 2012

  June 21, 2012   July 16, 2012   $ 0.145 (4)

March 6, 2012

  May 21, 2012   June 15, 2012   $ 0.140 (4)

March 6, 2012

  April 20, 2012   May 15, 2012   $ 0.140 (4)

March 6, 2012

  March 21, 2012   April 16, 2012   $ 0.140 (4)

December 8, 2011

  February 22, 2012   March 15, 2012   $ 0.135 (4)

December 8, 2011

  January 18, 2012   February 15, 2012   $ 0.135 (4)

December 8, 2011

  December 21, 2011   January 16, 2012   $ 0.135 (5)

Total

          $ 1.710  

Fiscal year 2011

               

Total

          $ 1.560 (5)

Fiscal year 2010

               

Total

          $ 1.500 (6)

Fiscal year 2009

               

Total

          $ 1.500 (7)(8)

Fiscal year 2008

               

Total

          $ 1.425 (8)

Fiscal year 2007

               

Total

          $ 0.330 (9)

Cumulative dividends declared or paid

          $ 15.065  

(1)
The determination of the tax attributes of Main Street's distributions is made annually, based upon its taxable income for the full year and distributions paid for the full year. Ordinary dividend distributions from a RIC do not qualify for the tax rate applicable to "qualified dividend income" from domestic corporations and qualified foreign corporations, except to the extent that the RIC received the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations.

(2)
These dividends attributable to fiscal year 2014 were comprised of ordinary income of $2.083 per share, long-term capital gain of $0.419 per share, and qualified dividend income of $0.048 per share, and included dividends with a record date during fiscal year 2014, including the dividend declared and accrued as of December 31, 2014 and paid on January 15, 2015, pursuant to the Code.

(3)
These dividends attributable to fiscal year 2013 were comprised of ordinary income of $1.872 per share, long-term capital gain of $0.346 per share, and qualified dividend income of $0.457 per share, and included dividends with a record date during fiscal year 2013, including the dividend declared and accrued as of December 31, 2013 and paid on January 15, 2014, pursuant to the Code.

(4)
These dividends attributable to fiscal year 2012 were comprised of ordinary income of $0.923 per share, long-term capital gain of $0.748 per share, and qualified dividend income of $0.054 per share, and included dividends with a record date during fiscal year 2012, including the dividend declared and accrued as of December 31, 2012 and paid on January 15, 2013, pursuant to the Code.

(5)
These dividends attributable to fiscal year 2011 were comprised of ordinary income of $1.253 per share, long-term capital gain of $0.373 per share, and qualified dividend income of $0.069 per share,

40


Table of Contents

(6)
These dividends attributable to fiscal year 2010 were comprised of ordinary income of $1.220 per share, long-term capital gain of $0.268 per share, and qualified dividend income of $0.012 per share.

(7)
These dividends attributable to fiscal year 2009 were comprised of ordinary income of $1.218 per share and long-term capital gain of $0.157 per share and excluded the $0.125 paid on January 15, 2009 which had been declared and accrued as of December 31, 2008.

(8)
These dividends attributable to fiscal year 2008 were comprised of ordinary income of $0.953 per share and long-term capital gain of $0.597 per share, and included dividends with a record date during fiscal year 2008, including the $0.125 per share dividend declared and accrued as of December 31, 2008 and paid on January 15, 2009, pursuant to the Code.

(9)
This quarterly dividend attributable to fiscal year 2007 was comprised of ordinary income of $0.105 per share and long-term capital gain of $0.225 per share.

        To obtain and maintain RIC tax treatment, we must, among other things, distribute at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. We will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed taxable income unless we distribute in a timely manner an amount at least equal to the sum of (1) 98% of our net ordinary income for each calendar year, (2) 98.2% of our capital gain net income for the one-year period ending December 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years (the "Excise Tax Avoidance Requirement"). Dividends declared and paid by us in a year will generally differ from taxable income for that year, as such dividends may include the distribution of current year taxable income, less amounts carried over into the following year, and the distribution of prior year taxable income carried over into and distributed in the current year. For amounts we carry over into the following year, we will be required to pay a 4% U.S. federal excise tax on the amount by which 98% of our annual ordinary taxable income and 98.2% of capital gains exceeds our distributions for the year. We may retain for investment some or all of our net capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) and treat such amounts as deemed distributions to our stockholders. If we do this, our stockholders will be treated as if they had received actual distributions of the capital gains we retained and then reinvested the net after-tax proceeds in our common stock. In general, our stockholders also would be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to their allocable shares of the tax we paid on the capital gains deemed distributed to them. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we may be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.

        We may distribute taxable dividends that are payable in part in our stock. Under certain applicable provisions of the Code and the Treasury regulations, distributions payable by us in cash or in shares of stock (at the stockholders election) would satisfy the Annual Distribution Requirement. The IRS has issued private letter rulings providing that a dividend payable in stock or in cash at the election of the stockholders will be treated as a taxable dividend eligible for the dividends paid deduction provided that at least 20% of the total dividend is payable in cash and certain other requirements are satisfied. Taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income (or as long-term capital gain to the extent such dividend is properly reported as a capital gain dividend), to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in

41


Table of Contents

income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our stock.

        We have adopted a dividend reinvestment plan ("DRIP") that provides for the reinvestment of dividends on behalf of our stockholders, unless a stockholder has elected to receive dividends in cash. As a result, if we declare a cash dividend, our stockholders who have not "opted out" of the DRIP by the dividend record date will have their cash dividend automatically reinvested into additional shares of MSCC common stock. The share requirements of the DRIP may be satisfied through the issuance of new shares of common stock or through open market purchases of common stock by the DRIP plan administrator. Newly-issued shares will be valued based upon the final closing price of MSCC's common stock on a valuation date determined for each dividend by our Board of Directors. Shares purchased in the open market to satisfy the DRIP requirements will be valued based upon the average price of the applicable shares purchased by the DRIP plan administrator, before any associated brokerage or other costs.

42


Table of Contents


RATIOS OF EARNINGS TO FIXED CHARGES

        The following table contains our ratio of earnings to fixed charges for the periods indicated, computed as set forth below. You should read these ratios of earnings to fixed charges in connection with our consolidated financial statements, including the notes to those statements, included in this prospectus.

 
  For the
Three Months
Ended
March 31,
2015
  For the Year
Ended
December 31,
2014
  For the Year
Ended
December 31,
2013
  For the Year
Ended
December 31,
2012
  For the Year
Ended
December 31,
2011
  For the Year
Ended
December 31,
2010
 

Earnings to Fixed Charges(1)

    5.51     5.54     5.78     8.37     6.21     5.52  

(1)
Earnings include net realized and unrealized gains or losses. Net realized and unrealized gains or losses can vary substantially from period to period.

        For purposes of computing the ratios of earnings to fixed charges, earnings represent net increase in net assets resulting from operations plus (or minus) income tax expense (benefit) including excise tax expense plus fixed charges. Fixed charges include interest and credit facility fees expense and amortization of debt issuance costs.

43


Table of Contents


SELECTED FINANCIAL DATA

        The selected financial and other data below reflects the consolidated financial condition and the consolidated statement of operations of Main Street and its subsidiaries as of and for the years ended December 31, 2014, 2013, 2012, 2011 and 2010, and as of March 31, 2015 and for the three months ended March 31, 2015 and 2014. The selected financial data as of and for the years ended December 31, 2014, 2013, 2012, 2011 and 2010 have been derived from consolidated financial statements that have been audited by Grant Thornton LLP, an independent registered public accounting firm. The selected financial data as of March 31, 2015, and for the three months ended March 31, 2015 and 2014, have been derived from unaudited financial data but, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary to present fairly the financial condition and operating results for such interim periods. Interim results as of and for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. You should read this selected financial and other data in conjunction with our "Management's Discussion and Analysis of Financial Condition and Results of Operations, " "Senior Securities" and the financial statements and related notes in this prospectus.

 
  Three Months Ended
March 31,
  Years Ended December 31,  
 
  2015   2014   2014   2013   2012   2011   2010  
 
  (dollars in thousands)
 

Statement of operations data:

                                           

Investment income:

                                           

Total interest, fee and dividend income

  $ 36,805   $ 30,569   $ 139,939   $ 115,158   $ 88,858   $ 65,045   $ 35,645  

Interest from idle funds and other

    374     207     824     1,339     1,662     1,195     863  

Total investment income

    37,179     30,776     140,763     116,497     90,520     66,240     36,508  

Expenses:

                                           

Interest

    (7,796 )   (5,286 )   (23,589 )   (20,238 )   (15,631 )   (13,518 )   (9,058 )

Compensation

    (3,494 )   (2,351 )   (12,337 )   (8,560 )            

General and administrative

    (1,962 )   (1,838 )   (7,134 )   (4,877 )   (2,330 )   (2,483 )   (1,437 )

Expenses charged to the External Investment Manager

    827     291     2,048                  

Expenses reimbursed to Internal Investment Manager

                (3,189 )   (10,669 )   (8,915 )   (5,263 )

Share-based compensation

    (1,263 )   (853 )   (4,215 )   (4,210 )   (2,565 )   (2,047 )   (1,489 )

Total expenses

    (13,688 )   (10,037 )   (45,227 )   (41,074 )   (31,195 )   (26,963 )   (17,247 )

Net investment income

    23,491     20,739     95,536     75,423     59,325     39,277     19,261  

Total net realized gain (loss) from investments

    (2,120 )   1,443     23,206     7,277     16,479     2,639     (2,880 )

Total net realized loss from SBIC debentures

                (4,775 )            

Net realized income

    21,371     22,182     118,742     77,925     75,804     41,916     16,381  

Total net change in unrealized appreciation (depreciation) from investments             

    14,455     7,906     (776 )   14,503     44,464     34,989     13,046  

Total net change in unrealized appreciation (depreciation) from SBIC debentures and investment in the Internal Investment Manager

    (693 )   (1,189 )   (10,931 )   4,392     (5,004 )   (6,511 )   6,593  

Income tax benefit (provision)

    291     (1,665 )   (6,287 )   35     (10,820 )   (6,288 )   (941 )

Bargain purchase gain

                            4,891  

Net increase in net assets resulting from operations

    35,424     27,234     100,748     96,855     104,444     64,106     39,970  

Noncontrolling interest

                    (54 )   (1,139 )   (1,226 )

Net increase in net assets resulting from operations attributable to common stock

  $ 35,424   $ 27,234   $ 100,748   $ 96,855   $ 104,390   $ 62,967   $ 38,744  

Net investment income per share—basic and diluted

  $ 0.51   $ 0.52   $ 2.20   $ 2.06   $ 2.01   $ 1.69   $ 1.16  

Net realized income per share—basic and diluted

  $ 0.46   $ 0.56   $ 2.73   $ 2.13   $ 2.56   $ 1.80   $ 0.99  

Net increase in net assets resulting from operations attributable to common stock per share—basic and diluted

  $ 0.77   $ 0.68   $ 2.31   $ 2.65   $ 3.53   $ 2.76   $ 2.38  

Weighted average shares outstanding—basic and diluted

    46,080,204     39,898,573     43,522,397     36,617,850     29,540,114     22,850,299     16,292,846  

44


Table of Contents

 
   
  As of December 31,  
 
  As of
March 31,
2015
 
 
  2014   2013   2012   2011   2010  
 
  (dollars in thousands)
 

Balance sheet data:

                                     

Assets:

                                     

Total portfolio investments at fair value

  $ 1,737,323   $ 1,563,330   $ 1,286,188   $ 924,431   $ 658,093   $ 407,987  

Marketable securities and idle funds investments

    9,948     9,067     13,301     28,535     26,242     9,577  

Cash and cash equivalents

    22,015     60,432     34,701     63,517     42,650     22,334  

Deferred tax asset, net

                        1,958  

Interest receivable and other assets

    47,758     46,406     16,054     14,580     6,539     4,524  

Deferred financing costs, net of accumulated amortization

    13,925     14,550     9,931     5,162     4,168     2,544  

Total assets

  $ 1,830,969   $ 1,693,785   $ 1,360,175   $ 1,036,225   $ 737,692   $ 448,924  

Liabilities and net assets:

                                     

Credit facility

  $ 164,000   $ 218,000   $ 237,000   $ 132,000   $ 107,000   $ 39,000  

4.50% Notes

    175,000     175,000                  

6.125% Notes

    90,810     90,823     90,882              

SBIC debentures at fair value(1)

    223,474     222,781     187,050     211,467     201,887     155,558  

Payable for securities purchased

    67,270     14,773     27,088     20,661          

Deferred tax liability, net

    8,546     9,214     5,940     11,778     3,776      

Dividend payable

    8,674     7,663     6,577     5,188     2,856      

Interest payable

    5,609     4,848     2,556     3,562     3,984     3,195  

Accounts payable and other liabilities

    3,693     10,701     10,549     8,593     7,001     1,188  

Total liabilities

    747,076     753,803     567,642     393,249     326,504     198,941  

Total net asset value

    1,083,893     939,982     792,533     642,976     405,711     245,535  

Noncontrolling interest

                    5,477     4,448  

Total liabilities and net assets

  $ 1,830,969   $ 1,693,785   $ 1,360,175   $ 1,036,225   $ 737,692   $ 448,924  

Other data:

                                     

Weighted average effective yield on LMM debt investments(2)

    13.1 %   13.2 %   14.7 %   14.3 %   14.8 %   14.5 %

Number of LMM portfolio companies

    68     66     62     56     54     44  

Weighted average effective yield on Middle Market debt investments(2)

    7.9 %   7.8 %   7.8 %   8.0 %   9.5 %   10.5 %

Number of Middle Market portfolio companies

    89     86     92     79     57     32  

Weighted average effective yield on Private Loan debt investments(2)

    9.9 %   10.1 %   11.3 %   14.8 %        

Number of Private Loan portfolio companies

    37     31     15     9          

Expense ratios (as percentage of average net
assets):

                                     

Total expenses, including income tax expense

    1.3 %(3)   5.8 %   5.8 %   8.2 %(4)   9.8 %(4)   8.8 %(4)

Operating expenses

    1.4 %(3)   5.1 %   5.8 %   6.1 %(4)   8.0 %(4)   8.3 %(4)

Operating expenses, excluding interest expense

    0.6 %(3)   2.4 %   3.0 %   3.0 %(4)   4.0 %(4)   4.0 %(4)

Total investment return(5)

    7.49 %   –3.09 %   16.68 %   53.60 %   26.95 %   23.97 %

(1)
SBIC debentures for March 31, 2015, December 31, 2014, 2013, 2012, 2011 and 2010 are $225,000, $225,000, $200,200, $225,000, $220,000 and $180,000 at par, respectively, with par of $75,200 for March 31, 2015, December 31, 2014 and 2013, $100,000 for December 31, 2012, and $95,000 for December 31, 2011 and 2010 recorded at fair value of $73,674, $72,981, $62,050, $86,467, 76,887 and $70,558, as of March 31, 2015, December 31, 2014, 2013, 2012, 2011 and 2010, respectively.

(2)
Weighted-average effective yield is calculated based on our debt investments at the end of each period and includes amortization of deferred debt origination fees and accretion of original issue discount, but excludes liquidation fees payable upon repayment and any debt investments on non-accrual status.

(3)
Not annualized.

(4)
Ratios are net of amounts attributable to MSC II non-controlling interest.

(5)
Total investment return is based on the purchase of our common stock at the current market price on the first day and a sale at the current market price on the last day of each period reported and assumes reinvestment of dividends at prices obtained under our dividend reinvestment plan during the period. The return does not reflect sales load that may be paid by an investor.

45


Table of Contents


MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion should be read in conjunction with our financial statements and the notes thereto included elsewhere in this prospectus.

        Statements we make in the following discussion which express a belief, expectation or intention, as well as those that are not historical fact, are forward-looking statements that are subject to risks, uncertainties and assumptions. Our actual results, performance or achievements, or industry results, could differ materially from those we express in the following discussion as a result of a variety of factors, including the risks and uncertainties we have referred to under the headings "Cautionary Statement Concerning Forward-Looking Statements" and "Risk Factors" in this prospectus.

ORGANIZATION

        Main Street Capital Corporation ("MSCC") is a principal investment firm primarily focused on providing customized debt and equity financing to lower middle market ("LMM") companies and debt capital to middle market ("Middle Market") companies. The portfolio investments of MSCC and its consolidated subsidiaries are typically made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in diverse industry sectors. MSCC seeks to partner with entrepreneurs, business owners and management teams and generally provide "one stop" financing alternatives within its LMM portfolio. MSCC and its consolidated subsidiaries invest primarily in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States and in secured debt investments of Middle Market companies generally headquartered in the United States.

        MSCC was formed in March 2007 to operate as an internally managed business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). MSCC wholly owns several investment funds, including, but not limited to, Main Street Mezzanine Fund, LP ("MSMF") and Main Street Capital II, LP ("MSC II" and, together with MSMF, the "Funds"), and each of their general partners. The Funds are each licensed as a Small Business Investment Company ("SBIC") by the United States Small Business Administration ("SBA"). Because MSCC is internally managed, all of the executive officers and other employees are employed by MSCC. Therefore, MSCC does not pay any external investment advisory fees but instead incurs the operating costs associated with employing investment and portfolio management professionals.

        MSC Adviser I, LLC (the "External Investment Manager") was formed in November 2013 as a wholly owned subsidiary of MSCC to provide investment management and other services to parties other than MSCC and its subsidiaries ("External Parties") and receive fee income for such services. MSCC has been granted no-action relief by the Securities and Exchange Commission ("SEC") to allow the External Investment Manager to register as a registered investment adviser ("RIA") under Investment Advisers Act of 1940, as amended (the "Advisers Act"). Since the External Investment Manager conducts all of its investment management activities for parties outside of MSCC and its consolidated subsidiaries or their portfolio companies, it is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC's consolidated financial statements.

        MSCC has elected to be treated for U.S. federal income tax purposes as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). As a result, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that it distributes to its stockholders.

        MSCC has certain direct and indirect wholly owned subsidiaries that have elected to be taxable entities (the "Taxable Subsidiaries"). The primary purpose of the Taxable Subsidiaries is to permit

46


Table of Contents

MSCC to hold equity investments in portfolio companies which are "pass-through" entities for tax purposes. The External Investment Manager is also a direct wholly owned subsidiary that has elected to be a taxable entity. The Taxable Subsidiaries and the External Investment Manager are each taxed at their normal corporate tax rates based on their taxable income.

        Unless otherwise noted or the context otherwise indicates, the terms "we," "us," "our" and "Main Street" refer to MSCC and its consolidated subsidiaries, which include the Funds and the Taxable Subsidiaries.

OVERVIEW

        Our principal investment objective is to maximize our portfolio's total return by generating current income from our debt investments and capital appreciation from our equity and equity related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. Our LMM companies generally have annual revenues between $10 million and $150 million, and our LMM portfolio investments generally range in size from $5 million to $50 million. Our Middle Market investments are made in businesses that are generally larger in size than our LMM portfolio companies, with annual revenues typically between $150 million and $1.5 billion, and our Middle Market investments generally range in size from $3 million to $15 million. Our private loan ("Private Loan") investments are made in businesses that are consistent with the size of companies in our LMM portfolio or our Middle Market portfolio, but are investments which have been originated through strategic relationships with other investment funds on a collaborative basis. The structure, terms and conditions for these Private Loan investments are typically consistent with the structure, terms and conditions for the investments made in our LMM portfolio or Middle Market portfolio.

        Our other portfolio ("Other Portfolio") investments primarily consist of investments which are not consistent with the typical profiles for our LMM, Middle Market or Private Loan portfolio investments, including investments which may be managed by third parties. In our Other Portfolio, we may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.

        Our external asset management business is conducted through our External Investment Manager. We have entered into an agreement to provide the External Investment Manager with asset management service support in connection with its asset management business generally, and specifically for its relationship with HMS Income Fund, Inc. ("HMS Income"). Through this agreement, we provide management and other services to the External Investment Manager, as well as access to our employees, infrastructure, business relationships, management expertise and capital raising capabilities. In the first quarter of 2014, we began charging the External Investment Manager for these services. Our total expenses for the three months ended March 31, 2015 and 2014 are net of expenses of $0.8 million and $0.3 million, respectively, charged to the External Investment Manager. The External Investment Manager earns management fees based on the assets of the funds under management and may earn incentive fees, or a carried interest, based on the performance of the funds managed.

        We seek to fill the financing gap for LMM businesses, which, historically, have had more limited access to financing from commercial banks and other traditional sources. The underserved nature of the LMM creates the opportunity for us to meet the financing needs of LMM companies while also negotiating favorable transaction terms and equity participations. Our ability to invest across a company's capital structure, from secured loans to equity securities, allows us to offer portfolio companies a comprehensive suite of financing options, or a "one stop" financing solution. Providing customized, "one stop" financing solutions is important to LMM portfolio companies. We generally seek to partner directly with entrepreneurs, management teams and business owners in making our

47


Table of Contents

investments. Our LMM portfolio debt investments are generally secured by a first lien on the assets of the portfolio company and typically have a term of between five and seven years from the original investment date. We believe that our LMM investment strategy has limited correlation to the broader debt and equity markets.

        In addition to our LMM investment strategy, we pursue investments in Middle Market companies. Our Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of interest bearing debt securities in privately held companies that are generally larger in size than the companies included in our LMM portfolio. Our Middle Market portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.

        Our Private Loan portfolio investments primarily consist of investments in interest bearing debt securities in companies that are consistent with the size of the companies included in our LMM portfolio or our Middle Market portfolio, but are investments that have been originated through strategic relationships with other investment funds on a collaborative basis. Our Private Loan portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

        The following tables provide a summary of our investments in the LMM, Middle Market and Private Loan portfolios as of March 31, 2015 and December 31, 2014 (this information excludes the Other Portfolio investments and the External Investment Manager which are discussed further below):

 
  As of March 31, 2015  
 
  LMM(a)   Middle Market   Private Loan  
 
  (dollars in millions)
 

Number of portfolio companies

    68     89     37  

Fair value

  $ 778.3   $ 627.8   $ 247.7  

Cost

  $ 640.7   $ 642.8   $ 261.8  

% of total investments at cost—debt

    70.3 %   99.1 %   96.1 %

% of total investments at cost—equity

    29.7 %   0.9 %   3.9 %

% of debt investments at cost secured by first priority lien

    89.8 %   85.2 %   87.2 %

Weighted-average annual effective yield(b)

    13.1 %   7.9 %   9.9 %

Average EBITDA(c)

  $ 5.4   $ 95.8   $ 12.1  

(a)
At March 31, 2015, we had equity ownership in approximately 94% of our LMM portfolio companies and the average fully diluted equity ownership in those portfolio companies was approximately 36%.

(b)
The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of March 31, 2015, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status.

(c)
The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Middle Market and Private Loan portfolios. These calculations exclude three LMM portfolio companies, one Middle Market portfolio company and five Private Loan portfolio

48


Table of Contents


 
  As of December 31, 2014  
 
  LMM(a)   Middle Market   Private Loan  
 
  (dollars in millions)
 

Number of portfolio companies

    66     86     31  

Fair value

  $ 733.2   $ 542.7   $ 213.0  

Cost

  $ 599.4   $ 561.8   $ 224.0  

% of total investments at cost—debt

    71.5 %   99.8 %   95.6 %

% of total investments at cost—equity

    28.5 %   0.2 %   4.4 %

% of debt investments at cost secured by first priority lien

    89.6 %   85.1 %   87.8 %

Weighted-average annual effective yield(b)

    13.2 %   7.8 %   10.1 %

Average EBITDA(c)

  $ 5.0   $ 77.2   $ 18.1  

(a)
At December 31, 2014, we had equity ownership in approximately 95% of our LMM portfolio companies and our average fully diluted equity ownership in those portfolio companies was approximately 35%.

(b)
The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2014, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status.

(c)
The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted average for the Middle Market and Private Loan portfolios. These calculations exclude two LMM portfolio companies, one Middle Market portfolio company and five Private Loan portfolio companies as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies.

        As of March 31, 2015, we had Other Portfolio investments in six companies, collectively totaling approximately $58.7 million in fair value and approximately $55.6 million in cost basis and which comprised approximately 3.4% of our Investment Portfolio (as defined in "—Critical Accounting Policies—Basis of Presentation" below). As of December 31, 2014, we had Other Portfolio investments in six companies, collectively totaling approximately $58.9 million in fair value and approximately $56.2 million in cost basis and which comprised approximately 3.8% of our Investment Portfolio at fair value.

        As previously discussed, the External Investment Manager is a wholly owned subsidiary that is treated as a portfolio investment. As of March 31, 2015, there was no cost basis in this investment and the investment had a fair value of $24.8 million, which comprised 1.4% of our Investment Portfolio at fair value. As of December 31, 2014, there was no cost basis in this investment and the investment had a fair value of $15.6 million, which comprised 1.0% of our Investment Portfolio at fair value.

        Our portfolio investments are generally made through MSCC and the Funds. MSCC and the Funds share the same investment strategies and criteria, although they are subject to different regulatory regimes. An investor's return in MSCC will depend, in part, on the Funds' investment returns as they are wholly owned subsidiaries of MSCC.

        The level of new portfolio investment activity will fluctuate from period to period based upon our view of the current economic fundamentals, our ability to identify new investment opportunities that meet our investment criteria, and our ability to consummate the identified opportunities. The level of new investment activity, and associated interest and fee income, will directly impact future investment income. In addition, the level of dividends paid by portfolio companies and the portion of our portfolio

49


Table of Contents

debt investments on non-accrual status will directly impact future investment income. While we intend to grow our portfolio and our investment income over the long term, our growth and our operating results may be more limited during depressed economic periods. However, we intend to appropriately manage our cost structure and liquidity position based on applicable economic conditions and our investment outlook. The level of realized gains or losses and unrealized appreciation or depreciation on our investments will also fluctuate depending upon portfolio activity, economic conditions and the performance of our individual portfolio companies. The changes in realized gains and losses and unrealized appreciation or depreciation could have a material impact on our operating results.

        Because we are internally managed, we do not pay any external investment advisory fees, but instead incurs the operating costs associated with employing investment and portfolio management professionals itself. We believe that our internally managed structure provides us with a beneficial operating expense structure when compared to other publicly traded and privately held investment firms which are externally managed, and our internally managed structure allows us the opportunity to leverage our non-interest operating expenses as we grow our Investment Portfolio. For the three months ended March 31, 2015, the ratio of our total operating expenses, excluding interest expense, as a percentage of our quarterly average total assets was 1.4% on an annualized basis which is consistent with the ratio on an annualized basis for the three months ended March 31, 2014 and for the year ended December 31, 2014.

        During May 2012, we entered into an investment sub-advisory agreement with HMS Adviser, LP ("HMS Adviser"), which is the investment advisor to HMS Income Fund, Inc. ("HMS Income"), a non-publicly traded BDC whose registration statement on Form N-2 was declared effective by the SEC in June 2012, to provide certain investment advisory services to HMS Adviser. In December 2013, after obtaining required no-action relief from the SEC to allow us to own a registered investment adviser, we assigned the sub-advisory agreement to the External Investment Manager since the fees received from such arrangement could otherwise have negative consequences on MSCC's ability to meet the source-of-income requirement necessary for us to maintain our RIC tax treatment. Under the investment sub-advisory agreement, the External Investment Manager is entitled to 50% of the base management fee and the incentive fees earned by HMS Adviser under its advisory agreement with HMS Income. Based upon several fee waiver agreements with HMS Income and HMS Adviser, the External Investment Manager did not begin accruing the base management fee and incentive fees, if any, until January 1, 2014. Beginning January 1, 2015, the External Investment Manager conditionally agreed to waive a limited amount of the base management fee and incentive fees otherwise earned during the year ended December 31, 2015. During the three months ended March 31, 2015 and 2014, the External Investment Manager earned $1.4 million and $0.3 million, respectively, of management fees (net of fees waived, if any) under the sub-advisory agreement with HMS Adviser.

        During April 2014, we received an exemptive order from the SEC permitting co-investments by us and HMS Income in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. We have made, and in the future intend to continue to make, such co-investments with HMS Income in accordance with the conditions of the order. The order requires, among other things, that we and the External Investment Manager consider whether each such investment opportunity is appropriate for HMS Income and, if it is appropriate, to propose an allocation of the investment opportunity between us and HMS Income. Because the External Investment Manager may receive performance-based fee compensation from HMS Income, this may provide an incentive to allocate opportunities to HMS Income instead of us.

50


Table of Contents

CRITICAL ACCOUNTING POLICIES

        Our financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). For each of the periods presented herein, our consolidated financial statements include the accounts of MSCC and its consolidated subsidiaries. The Investment Portfolio, as used herein, refers to all of our investments in LMM portfolio companies, investments in Middle Market portfolio companies, Private Loan portfolio investments, Other Portfolio investments, and the investment in the External Investment Manager, but excludes all "Marketable securities and idle funds investments". "Marketable securities and idle funds investments" are classified as financial instruments and are reported separately on our consolidated balance sheets and consolidated schedules of investments due to the nature of such investments. Our results of operations for the three months ended March 31, 2015 and 2014, cash flows for the three months ended March 31, 2015 and 2014, and financial position as of March 31, 2015 and December 31, 2014, are presented on a consolidated basis. The effects of all intercompany transactions between us and our consolidated subsidiaries have been eliminated in consolidation. Certain reclassifications have been made to prior period balances to conform to the current presentation, including reclassifying the expenses charged to the External Investment Manager.

        Our accompanying unaudited consolidated financial statements are presented in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. The results of operations for the three months ended March 31, 2015 and 2014 are not necessarily indicative of the operating results to be expected for the full year. Also, the unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2014. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

        Under regulations pursuant to Article 6 of Regulation S-X applicable to BDCs and Accounting Standards Codification ("Codification" or "ASC") 946, Financial Services—Investment Companies ("ASC 946"), we are precluded from consolidating other entities in which we have equity investments, including those in which we have a controlling interest, unless the other entity is another investment company. An exception to this general principle in ASC 946 occurs if we hold a controlling interest in an operating company that provides all or substantially all of its services directly to us or to one of our portfolio companies. Accordingly, as noted above, our consolidated financial statements include the financial position and operating results for the Funds and the Taxable Subsidiaries. Our consolidated financial statements also include the financial position and operating results for our wholly owned operating subsidiary, Main Street Capital Partners, LLC, ("MSCP"), as the wholly owned subsidiary provides all of its services directly or indirectly to Main Street or our portfolio companies. We have determined that all of our portfolio investments do not qualify for this exception, including the investment in the External Investment Manager. Therefore, our Investment Portfolio is carried on the consolidated balance sheet at fair value with any adjustments to fair value recognized as "Net Change in Unrealized Appreciation (Depreciation)" on the consolidated statements of operations until the investment is realized, usually upon exit, resulting in any gain or loss being recognized as a "Net Realized Gain (Loss)."

51


Table of Contents

        The most significant determination inherent in the preparation of our consolidated financial statements is the valuation of our Investment Portfolio and the related amounts of unrealized appreciation and depreciation. As of March 31, 2015 and December 31, 2014, our Investment Portfolio valued at fair value represented approximately 95% and 92% of our total assets, respectively. We are required to report our investments at fair value. We follow the provisions of FASB ASC 820, Fair Value Measurements and Disclosures ("ASC 820"). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. ASC 820 requires us to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact.

        Our portfolio strategy calls for us to invest primarily in illiquid debt and equity securities issued by private, LMM companies and more liquid debt securities issued by Middle Market companies that are generally larger in size than the LMM companies. We categorize some of our investments in LMM companies and Middle Market companies as Private Loan portfolio investments, which are primarily debt securities issued by companies that are consistent in size with either the LMM companies or Middle Market companies, but are investments which have been originated through strategic relationships with other investment funds on a collaborative basis. The structure, terms and conditions for these Private Loan investments are typically consistent with the structure, terms and conditions for the investments made in our LMM portfolio or Middle Market portfolio. Our portfolio also includes Other Portfolio investments which primarily consist of investments that are not consistent with the typical profiles for our LMM portfolio investments, Middle Market portfolio investments or Private Loan portfolio investments, including investments which may be managed by third parties. Our portfolio investments may be subject to restrictions on resale.

        LMM investments and Other Portfolio investments generally have no established trading market while Middle Market securities generally have established markets that are not active. Private Loan investments may include investments which have no established trading market or have established markets that are not active. We determine in good faith the fair value of our Investment Portfolio pursuant to a valuation policy in accordance with ASC 820 and a valuation process approved by our Board of Directors and in accordance with the 1940 Act. Our valuation policies and processes are intended to provide a consistent basis for determining the fair value of our Investment Portfolio.

        For LMM portfolio investments, we generally review external events, including private mergers, sales and acquisitions involving comparable companies, and include these events in the valuation process by using an enterprise value waterfall methodology ("Waterfall") for our LMM equity investments and an income approach using a yield-to-maturity model ("Yield-to-Maturity") for our LMM debt investments. For Middle Market portfolio investments, we primarily use quoted prices in the valuation process. We determine the appropriateness of the use of third-party broker quotes, if any, in determining fair value based on our understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer, the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company and other market indices. For Middle Market and Private Loan portfolio investments in debt securities for which we have determined that third-party quotes or other independent pricing are not available or appropriate, we generally estimate the fair value based on the assumptions that we believe hypothetical market participants would use to value the investment in a current hypothetical sale using the Yield-to-Maturity valuation method. For our Other Portfolio equity investments, we generally calculate the fair value of the investment primarily based on the net asset value ("NAV") of the fund. All of the valuation approaches for our portfolio investments estimate the value of the investment as if we were to sell, or exit, the investment as of the measurement date.

52


Table of Contents

        These valuation approaches consider the value associated with our ability to control the capital structure of the portfolio company, as well as the timing of a potential exit. For valuation purposes, "control" portfolio investments are composed of debt and equity securities in companies for which we have a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company's board of directors. For valuation purposes, "non-control" portfolio investments are generally composed of debt and equity securities in companies for which we do not have a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company's board of directors.

        Under the Waterfall valuation method, we estimate the enterprise value of a portfolio company using a combination of market and income approaches or other appropriate valuation methods, such as considering recent transactions in the equity securities of the portfolio company or third-party valuations of the portfolio company, and then perform a waterfall calculation by using the enterprise value over the portfolio company's securities in order of their preference relative to one another. The enterprise value is the fair value at which an enterprise could be sold in a transaction between two willing parties, other than through a forced or liquidation sale. Typically, private companies are bought and sold based on multiples of EBITDA, cash flows, net income, revenues, or in limited cases, book value. There is no single methodology for estimating enterprise value. For any one portfolio company, enterprise value is generally described as a range of values from which a single estimate of enterprise value is derived. In estimating the enterprise value of a portfolio company, we analyze various factors including the portfolio company's historical and projected financial results. The operating results of a portfolio company may include unaudited, projected, budgeted or pro forma financial information and may require adjustments for non-recurring items or to normalize the operating results that may require significant judgment in our determination. In addition, projecting future financial results requires significant judgment regarding future growth assumptions. In evaluating the operating results, we also analyze the impact of exposure to litigation, loss of customers or other contingencies. After determining the appropriate enterprise value, we allocate the enterprise value to investments in order of the legal priority of the various components of the portfolio company's capital structure. In applying the Waterfall valuation method, we assume the loans are paid off at the principal amount in a change in control transaction and are not assumed by the buyer, which we believe is consistent with our past transaction history and standard industry practices.

        Under the Yield-to-Maturity valuation method, we use the income approach to determine the fair value of debt securities, based on projections of the discounted future free cash flows that the debt security will likely generate, including analyzing the discounted cash flows of interest and principal amounts for the debt security, as set forth in the associated loan agreements, as well as the financial position and credit risk of each of these portfolio investments. Our estimate of the expected repayment date of our debt securities is generally the legal maturity date of the instrument, as we generally intend to hold our loans and debt securities to maturity. The Yield-to-Maturity analysis considers changes in leverage levels, credit quality, portfolio company performance and other factors. We will use the value determined by the Yield-to-Maturity analysis as the fair value for that security; however, because of our general intent to hold our loans to maturity, the fair value will not exceed the principal amount of the debt security valued using the Yield-to-Maturity valuation method. A change in the assumptions that we use to estimate the fair value of our debt securities using the Yield-to-Maturity valuation method could have a material impact on the determination of fair value. If there is deterioration in credit quality or if a debt security is in workout status, we may consider other factors in determining the fair value of the debt security, including the value attributable to the debt security from the enterprise value of the portfolio company or the proceeds that would most likely be received in a liquidation analysis.

        Under the NAV valuation method, for an investment in an investment fund that does not have a readily determinable fair value, we measure the fair value of the investment predominately based on the NAV of the investment fund as of the measurement date. However, in determining the fair value of

53


Table of Contents

the investment, we may consider whether adjustments to the NAV are necessary in certain circumstances, based on the analysis of any restrictions on redemption of our investment as of the measurement date, recent actual sales or redemptions of interests in the investment fund, and expected future cash flows available to equity holders, including the rate of return on those cash flows compared to an implied market return on equity required by market participants, or other uncertainties surrounding our ability to realize the full NAV of our interests in the investment fund.

        Pursuant to our internal valuation process and the requirements under the 1940 Act, we perform valuation procedures on our portfolio investments quarterly. In addition to our internal valuation process, in determining the estimates of fair value for our investments in LMM portfolio companies, we, among other things, consult with a nationally recognized independent financial advisory services firm. The nationally recognized independent financial advisory services firm analyzes and provides observations and recommendations regarding the Company's determinations of the fair value of its LLM portfolio company investments. The nationally recognized independent financial advisory services firm is generally consulted relative to our investments in each LMM portfolio company at least once in every calendar year, and for our investments in new LMM portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, we may determine that it is not cost-effective, and as a result is not in our stockholders' best interest, to consult with the nationally recognized independent financial advisory services firm on our investments in one or more LMM portfolio companies. Such instances include, but are not limited to, situations where the fair value of our investment in a LMM portfolio company is determined to be insignificant relative to the total Investment Portfolio. We consulted with our independent financial advisory services firm in arriving at our determination of fair value on our investments in a total of 15 LMM portfolio companies for the three months ended March 31, 2015, representing approximately 23% of the total LMM portfolio at fair value as of March 31, 2015, and on a total of 17 LMM portfolio companies for the three months ended March 31, 2014, representing approximately 29% of the total LMM portfolio at fair value as of March 31, 2014. Excluding our investments in new LMM portfolio companies which have not been in the Investment Portfolio for at least twelve months subsequent to the initial investment as of March 31, 2015 and 2104, as applicable, and our investments in the LMM portfolio companies that were not reviewed because their equity is publicly traded, the percentage of the LMM portfolio reviewed by our independent financial advisory services firm for the three months ended March 31, 2015 and 2014 was 27% and 32% of the total LMM portfolio at fair value as of March 31, 2015 and 2014, respectively.

        For valuation purposes, all of our Middle Market portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, we use observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. For Middle Market portfolio investments for which we have determined that third-party quotes or other independent pricing are not available or appropriate, we generally estimate the fair value based on the assumptions that we believe hypothetical market participants would use to value such Middle Market debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Middle Market equity investments in a current hypothetical sale using the Waterfall valuation method. The Company does not generally consult with any financial advisory services firms in connection with determining the fair value of its Middle Market debt investments.

        For valuation purposes, all of our Private Loan portfolio investments are non-control investments. For Private Loan portfolio investments for which we have determined that third-party quotes or other independent pricing are not available or appropriate, we generally estimate the fair value based on the assumptions that we believe hypothetical market participants would use to value such Private Loan debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Private Loan equity investments in a current hypothetical sale using the Waterfall valuation method.

54


Table of Contents

        For valuation purposes, all of our Other Portfolio investments are non-control investments. Our Other Portfolio investments comprised approximately 3.4% and 3.8%, respectively, of our Investment Portfolio at fair value as of March 31, 2015 and December 31, 2014. Similar to the LMM investment portfolio, market quotations for Other Portfolio equity investments are generally not readily available. For our Other Portfolio equity investments, we generally determine the fair value of our investments using the NAV valuation method. For Other Portfolio debt investments, we generally determine the fair value of these investments through obtaining third-party quotes or other independent pricing to the extent that these inputs are available and appropriate to determine fair value. For Other Portfolio debt investments for which we have determined that third-party quotes or other independent pricing are not available or appropriate, we generally estimate the fair value based on the assumptions that we believe hypothetical market participants would use to value such Other Portfolio debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method.

        For valuation purposes, our investment in the External Investment Manager is a control investment. Market quotations are not readily available for this investment, and as a result, we determine the fair value of the External Investment Manager using the Waterfall valuation method under the market approach. In estimating the enterprise value, we analyze various factors, including the entity's historical and projected financial results, as well as its size, marketability and performance relative to the population of market multiples. This valuation approach estimates the value of the investment as if we were to sell, or exit, the investment. In addition, we consider the value associated with our ability to control the capital structure of the company, as well as the timing of a potential exit.

        Due to the inherent uncertainty in the valuation process, our determination of fair value for our Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. We determine the fair value of each individual investment and record changes in fair value as unrealized appreciation or depreciation.

        Our Board of Directors has the final responsibility for overseeing, reviewing and approving, in good faith, our determination of the fair value for our Investment Portfolio and our valuation procedures, consistent with 1940 Act requirements. We believe our Investment Portfolio as of March 31, 2015 and 2014 approximates fair value as of those dates based on the markets in which we operate and other conditions in existence on those reporting dates.

        We record interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. In accordance with our valuation policies, we evaluate accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service all of its debt or other obligations, we will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security's status significantly improves regarding the debtor's ability to service the debt or other obligations, or if a loan or debt security is fully impaired, sold or written off, we remove it from non-accrual status.

55


Table of Contents

        We may periodically provide services, including structuring and advisory services, to our portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are deferred and accreted into interest income over the life of the financing.

        We hold certain debt and preferred equity instruments in our Investment Portfolio that contain payment-in-kind ("PIK") interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though we may not have collected the PIK interest and cumulative dividends in cash. We stop accruing PIK interest and cumulative dividends and write off any accrued and uncollected interest and dividends in arrears when we determine that such PIK interest and dividends in arrears are no longer collectible. For the three months ended March 31, 2015 and 2014, (i) approximately 2.2% and 5.4%, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 1.0% and 1.2%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash.

        We account for our share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.

        MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC's taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate- level U.S. federal income taxes on any net ordinary income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its investment company taxable income to qualify for pass-through tax treatment and maintain its RIC status. As part of maintaining RIC status, undistributed taxable income (subject to a 4% U.S Federal excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared prior to the filing of the U.S federal income tax return for the applicable fiscal year.

        The Taxable Subsidiaries hold certain portfolio investments for us. The Taxable Subsidiaries permit us to hold equity investments in portfolio companies which are "pass-through" entities for tax purposes and to continue to comply with the "source-income" requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with us for U.S. GAAP financial reporting

56


Table of Contents

purposes, and the portfolio investments held by the Taxable Subsidiaries are included in our consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to temporary book and tax timing differences and permanent differences. This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in our consolidated financial statements.

        As previously discussed, MSCC's wholly owned subsidiary MSCP is included in our consolidated financial statements for financing reporting purposes. For tax purposes, MSCP has elected to be treated as a taxable entity, and therefore is not consolidated with MSCC for income tax purposes and is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. The taxable income, or loss, of MSCP may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in our consolidated financial statements.

        The Taxable Subsidiaries and MSCP use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

        Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

INVESTMENT PORTFOLIO COMPOSITION

        LMM portfolio investments primarily consist of secured debt, equity warrants and direct equity investments in privately held, LMM companies based in the United States. Our LMM portfolio companies generally have annual revenues between $10 million and $150 million, and our LMM investments generally range in size from $5 million to $50 million. The LMM debt investments are typically secured by either a first or second priority lien on the assets of the portfolio company, generally bear interest at fixed rates, and generally have a term of between five and seven years from the original investment date. In most LMM portfolio companies, we receive nominally priced equity warrants and/or make direct equity investments in connection with a debt investment.

        Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of interest-bearing debt securities in privately held companies based in the United States that are generally larger in size than the companies included in our LMM portfolio. Our Middle Market portfolio companies generally have annual revenues between $150 million and $1.5 billion, and our Middle Market investments generally range in size from $3 million to $15 million. Our Middle Market portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

        Our Private Loan portfolio investments primarily consist of investments in interest-bearing debt securities in companies that are consistent with the size of companies in our LMM portfolio or our Middle Market portfolio, but are investments which have been originated through strategic relationships with other investment funds on a collaborative basis. Our Private Loan portfolio debt

57


Table of Contents

investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

        Our Other Portfolio investments primarily consist of investments which are not consistent with the typical profiles for LMM, Middle Market and Private Loan portfolio investments, including investments which may be managed by third parties. In the Other Portfolio, we may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.

        Our external asset management business is conducted through our External Investment Manager. We have entered into an agreement to provide the External Investment Manager with asset management service support in connection with its asset management business generally, and specifically for its relationship with HMS Income Fund, Inc. ("HMS Income"). Through this agreement, we provide management and other services to the External Investment Manager, as well as access to our employees, infrastructure, business relationships, management expertise and capital raising capabilities. In the first quarter of 2014, we began charging the External Investment Manager for these services. Our total expenses for the three months ended March 31, 2015 and 2014 are net of expenses of $0.8 million and $0.3 million The External Investment Manager earns management fees based on the assets of the funds under management and may earn incentive fees, or a carried interest, based on the performance of the funds managed.

        The following tables summarize the composition of our total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at cost and fair value by type of investment as a percentage of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments as of March 31, 2015 and December 31, 2014 (this information excludes the Other Portfolio investments and the External Investment Manager).

Cost:
  March 31,
2015
  December 31,
2014
 

First lien debt

    75.6 %   75.7 %

Equity

    11.9 %   11.6 %

Second lien debt

    10.0 %   10.0 %

Equity warrants

    1.4 %   1.5 %

Other

    1.1 %   1.2 %

    100.0 %   100.0 %

 

Fair Value:
  March 31,
2015
  December 31,
2014
 

First lien debt

    67.4 %   66.9 %

Equity

    21.4 %   21.9 %

Second lien debt

    9.3 %   9.2 %

Equity warrants

    1.0 %   1.0 %

Other

    0.9 %   1.0 %

    100.0 %   100.0 %

        The following tables summarize the composition of our total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments by geographic region of the United States or other countries at cost and fair value as a percentage of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments as of March 31, 2015 and December 31, 2014 (this information excludes the Other

58


Table of Contents

Portfolio investments and the External Investment Manager). The geographic composition is determined by the location of the corporate headquarters of the portfolio company.

Cost:
  March 31,
2015
  December 31,
2014
 

Southwest

    31.6 %   29.6 %

Northeast

    21.1 %   19.9 %

West

    16.9 %   18.7 %

Southeast

    14.2 %   15.4 %

Midwest

    13.7 %   13.5 %

Canada

    0.6 %   0.7 %

Other Non-United States

    1.9 %   2.2 %

    100.0 %   100.0 %

 

Fair Value:
  March 31,
2015
  December 31,
2014
 

Southwest

    35.7 %   33.7 %

Northeast

    19.8 %   18.3 %

West

    18.0 %   20.4 %

Midwest

    12.7 %   12.7 %

Southeast

    11.5 %   12.4 %

Canada

    0.6 %   0.6 %

Other Non-United States

    1.7 %   1.9 %

    100.0 %   100.0 %

59


Table of Contents

        Our LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments are in companies conducting business in a variety of industries. The following tables summarize the composition of our total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments by industry at cost and fair value as of March 31, 2015 and December 31, 2014 (this information excludes the Other Portfolio investments and the External Investment Manager).

Cost:
  March 31,
2015
  December 31,
2014
 

Media

    7.5 %   8.3 %

Energy Equipment & Services

    7.4 %   8.3 %

IT Services

    6.7 %   5.9 %

Machinery

    6.0 %   6.5 %

Hotels, Restaurants & Leisure

    5.6 %   5.6 %

Software

    5.5 %   5.4 %

Specialty Retail

    4.8 %   4.7 %

Construction & Engineering

    4.7 %   5.3 %

Health Care Providers & Services

    4.6 %   4.9 %

Internet Software & Services

    3.7 %   1.9 %

Diversified Telecommunication Services

    3.6 %   4.0 %

Diversified Consumer Services

    3.2 %   2.9 %

Electronic Equipment, Instruments & Components

    2.4 %   3.0 %

Oil, Gas & Consumable Fuels

    2.4 %   2.5 %

Pharmaceuticals

    2.4 %   1.8 %

Food Products

    2.2 %   1.8 %

Auto Components

    2.0 %   2.3 %

Building Products

    2.0 %   1.1 %

Health Care Equipment & Supplies

    1.9 %   2.1 %

Road & Rail

    1.7 %   1.8 %

Aerospace & Defense

    1.3 %   1.2 %

Textiles, Apparel & Luxury Goods

    1.2 %   1.3 %

Chemicals

    1.2 %   1.3 %

Diversified Financial Services

    1.2 %   1.0 %

Air Freight & Logistics

    1.2 %   0.9 %

Leisure Equipment & Products

    1.2 %   0.5 %

Trading Companies & Distributors

    1.1 %   1.2 %

Professional Services

    1.1 %   1.1 %

Commercial Services & Supplies

    1.0 %   1.0 %

Distributors

    0.9 %   1.0 %

Other(1)

    8.3 %   9.4 %

    100.0 %   100.0 %

(1)
Includes various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at each date.

60


Table of Contents

Fair Value:
  March 31,
2015
  December 31,
2014
 

Machinery

    7.4 %   8.1 %

Media

    6.8 %   7.7 %

Energy Equipment & Services

    6.5 %   7.9 %

IT Services

    6.2 %   5.4 %

Software

    5.7 %   5.5 %

Hotels, Restaurants & Leisure

    5.6 %   5.6 %

Construction & Engineering

    5.1 %   5.5 %

Specialty Retail

    5.0 %   4.9 %

Diversified Consumer Services

    4.7 %   4.4 %

Health Care Providers & Services

    4.2 %   4.4 %

Internet Software & Services

    4.0 %   2.3 %

Diversified Telecommunication Services

    3.3 %   3.8 %

Auto Components

    2.3 %   2.5 %

Road & Rail

    2.3 %   2.3 %

Pharmaceuticals

    2.3 %   1.7 %

Food Products

    2.1 %   1.6 %

Electronic Equipment, Instruments & Components

    2.0 %   2.5 %

Oil, Gas & Consumable Fuels

    2.0 %   1.9 %

Health Care Equipment & Supplies

    1.8 %   1.9 %

Building Products

    1.7 %   0.9 %

Air Freight & Logistics

    1.4 %   0.8 %

Aerospace & Defense

    1.2 %   1.1 %

Diversified Financial Services

    1.2 %   1.0 %

Textiles, Apparel & Luxury Goods

    1.1 %   1.2 %

Chemicals

    1.1 %   1.2 %

Leisure Equipment & Products

    1.1 %   0.4 %

Trading Companies & Distributors

    1.0 %   1.1 %

Commercial Services & Supplies

    1.0 %   1.0 %

Professional Services

    1.0 %   1.0 %

Paper & Forest Products

    0.9 %   1.2 %

Distributors

    0.9 %   1.0 %

Other(1)

    7.1 %   8.2 %

    100.0 %   100.0 %

(1)
Includes various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at each date.

        Our LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments carry a number of risks including, but not limited to: (1) investing in companies which may have limited operating histories and financial resources; (2) holding investments that generally are not publicly traded and which may be subject to legal and other restrictions on resale; and (3) other risks common to investing in below investment grade debt and equity investments in our Investment Portfolio. Please see "Risk Factors—Risks Related to Our Investments" contained in our Form 10-K for the fiscal year ended December 31, 2014 for a more complete discussion of the risks involved with investing in our Investment Portfolio.

61


Table of Contents

PORTFOLIO ASSET QUALITY

        We utilize an internally developed investment rating system to rate the performance of each LMM portfolio company and to monitor our expected level of returns on each of our LMM investments in relation to our expectations for the portfolio company. The investment rating system takes into consideration various factors, including but not limited to each investment's expected level of returns and the collectability of our debt investments, comparisons to competitors and other industry participants and the portfolio company's future outlook.

        All new LMM portfolio investments receive an initial Investment Rating of 3.

        The following table shows the distribution of our LMM portfolio investments on the 1 to 5 investment rating scale at fair value as of March 31, 2015 and December 31, 2014:

 
  As of March 31, 2015   As of December 31, 2014  
Investment Rating
  Investments at
Fair Value
  Percentage of
Total Portfolio
  Investments at
Fair Value
  Percentage of
Total Portfolio
 
 
  (in thousands, except percentages)
 

1

  $ 282,487     36.2 % $ 287,693     39.2 %

2

    168,539     21.7 %   133,266     18.2 %

3

    232,851     29.9 %   239,100     32.6 %

4

    83,116     10.7 %   61,475     8.4 %

5

    11,307     1.5 %   11,657     1.6 %

Total

  $ 778,300     100.0 % $ 733,191     100.0 %

        Based upon our investment rating system, the weighted-average rating of our LMM portfolio was approximately 2.2 as of both March 31, 2015 and December 31, 2014.

        As of March 31, 2015, our total Investment Portfolio had five investments with positive fair value on non-accrual status, which comprised approximately 1.2% of its fair value and 3.9% of its cost, and no fully impaired investments. As of December 31, 2014, our total Investment Portfolio had five investments with positive fair value on non-accrual status, which comprised approximately 1.7% of its fair value and 4.7% of its cost, and no fully impaired investments.

        The operating results of our portfolio companies are impacted by changes in the broader fundamentals of the United States economy. In the event that the United States economy contracts, it is likely that the financial results of small-to mid-sized companies, like those in which we invest, could experience deterioration or limited growth from current levels, which could ultimately lead to difficulty in meeting their debt service requirements and an increase in defaults. Consequently, we can provide no assurance that the performance of certain portfolio companies will not be negatively impacted by economic cycles or other conditions, which could also have a negative impact on our future results.

62


Table of Contents

DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

 
  Three Months Ended
March 31,
  Net Change  
 
  2015   2014   Amount   %  
 
  (in thousands)
 

Total investment income

  $ 37,179   $ 30,776   $ 6,403     21 %

Total expenses

    (13,688 )   (10,037 )   (3,651 )   36 %

Net investment income

    23,491     20,739     2,752     13 %

Net realized gain (loss) from investments

    (2,120 )   1,443     (3,563 )      

Net realized income

    21,371     22,182     (811 )   (4 )%

Net change in unrealized appreciation (depreciation) from:

                         

Portfolio investments

    14,204     6,857     7,347        

SBIC debentures and marketable securities and idle funds

    (442 )   (140 )   (302 )      

Total net change in unrealized appreciation

    13,762     6,717     7,045        

Income tax benefit (provision)

    291     (1,665 )   1,956     (117 )%

Net increase in net assets resulting from operations

  $ 35,424   $ 27,234   $ 8,190     30 %

 

 
  Three Months Ended
March 31,
  Net Change  
 
  2015   2014   Amount   %  
 
  (in thousands, except per share amounts)
 

Net investment income

  $ 23,491   $ 20,739   $ 2,752     13 %

Share-based compensation expense

    1,263     853     410     48 %

Distributable net investment income(a)

    24,754     21,592     3,162     15 %

Net realized gain (loss) from investments

    (2,120 )   1,443     (3,563 )      

Distributable net realized income(a)

  $ 22,634   $ 23,035   $ (401 )   (2 )%

Distributable net investment income per share—Basic and diluted(a)

  $ 0.54   $ 0.54   $     0 %

Distributable net realized income per share—Basic and diluted(a)

  $ 0.49   $ 0.58   $ (0.09 )   (16 )%

(a)
Distributable net investment income and distributable net realized income are net investment income and net realized income, respectively, as determined in accordance with U.S. GAAP, excluding the impact of share-based compensation expense which is non-cash in nature. We believe presenting distributable net investment income and distributable net realized income, and related per share amounts, is useful and appropriate supplemental disclosure of information for analyzing our financial performance since share-based compensation does not require settlement in cash. However, distributable net investment income and distributable net realized income are non-U.S. GAAP measures and should not be considered as a replacement to net investment income, net realized income, and other earnings measures presented in accordance with U.S. GAAP. Instead, distributable net investment income and distributable net realized income should be reviewed only in connection with such U.S. GAAP measures in analyzing our financial performance. A reconciliation of net investment income and net realized income in accordance with U.S. GAAP to distributable net investment income and distributable net realized income is presented in the table above.

63


Table of Contents

        For the three months ended March 31, 2015, total investment income was $37.2 million, a 21% increase over the $30.8 million of total investment income for the corresponding period of 2014. This comparable period increase was principally attributable to (i) a $4.3 million increase in interest income primarily from higher average levels of portfolio debt investments, (ii) a $1.1 million increase in dividend income from Investment Portfolio equity investments and (iii) a $0.8 million increase in fee income. The $6.4 million increase in total investment income in the three months ended March 31, 2015 included a $0.6 million net decrease in the amount of total investment income related to accelerated prepayment and repricing activity for certain Investment Portfolio debt investments when compared to the same period in 2014.

        For the three months ended March 31, 2015, total expenses increased to $13.7 million from $10.0 million for the corresponding period of 2014. This comparable period increase in operating expenses was principally attributable to (i) a $2.5 million increase in interest expense, primarily as a result of (a) the issuance of our 4.50% Notes due 2019 (the "4.50% Notes") in November 2014 and (b) an increase in interest expense from our SBIC debentures due to a higher average interest rate, when compared to the prior year, (ii) a $1.1 million increase in compensation expense related to increases in the number of personnel, base compensation and incentive compensation accruals and (iii) a $0.4 million increase in share-based compensation expense, with these increases partially offset by (i) a $0.5 million increase in the expenses charged to the External Investment Manager (see further discussion in "Overview"), in each case when compared to the prior year. For the three months ended March 31, 2015, the ratio of our total operating expenses, excluding interest expense, as a percentage of our quarterly average total assets was 1.4% on an annualized basis which is consistent with the ratio on an annualized basis for the three months ended March 31, 2014 and for the year ended December 31, 2014.

        Distributable net investment income increased 15% to $24.8 million, or $0.54 per share, compared with $21.6 million, or $0.54 per share, in the corresponding period of 2014. The increase in distributable net investment income was primarily due to the higher level of total investment income, partially offset by higher operating expenses as discussed above. Distributable net investment income on a per share basis for the three months ended March 31, 2015 reflects (i) a decrease of approximately $0.02 per share from the comparable period in 2014 attributable to the net decrease in the comparable levels of accelerated prepayment and repricing activity for certain Investment Portfolio debt investments, and (ii) a greater number of average shares outstanding compared to the corresponding period in 2014 primarily due to the April 2014 and March 2015 equity offerings.

        Net investment income for the three months ended March 31, 2015 was $23.5 million, or a 13% increase, compared to net investment income of $20.7 million for the corresponding period of 2014. The increase in net investment income was principally attributable to the increase in total investment income, partially offset by higher operating expenses as discussed above.

        Distributable net realized income was $22.6 million, or $0.49 per share, for the three months ended March 31, 2015 compared with $23.0 million, or $0.58 per share, in the corresponding period of 2014. The $0.4 million decrease was attributable to the $3.2 million increase in total distributable net investment income in the three months ended March 31, 2015 when compared to the corresponding

64


Table of Contents

period of 2014 as discussed above, offset by to the $3.6 million decrease in the net realized gain (loss) from investments from the comparable period in the prior year due to a net realized loss from investments of $2.1 million in the three months ended March 31, 2015. The net realized loss from investments of $2.1 million during the three months ended March 31, 2015 was primarily attributable to the net realized loss of $2.6 million on the restructuring of a Middle Market investment, partially offset by net realized gains on several Investment Portfolio investments.

        The $0.8 million decrease in net realized income compared with the corresponding period of 2014 was due to the higher level of net investment income in the three months ended March 31, 2015, offset by the $3.6 million decrease in the net realized gain (loss) from investments in the three months ended March 31, 2015 when compared to the corresponding period of 2014, in each case as discussed above.

        The net increase in net assets resulting from operations during the three months ended March 31, 2015 was $35.4 million, or $0.77 per share, compared with $27.2 million, or $0.68 per share, during the three months ended March 31, 2014. This increase from the prior year was primarily the result of (i) a $2.8 million increase in net investment income and (ii) a $7.0 million increase in the net change in unrealized appreciation to a net change in unrealized appreciation of $13.8 million for the three months ended March 31, 2015 and (iii) a $2.0 million decrease in the income tax provision from the prior year to an income tax benefit of $0.3 million for the three months ended March 31, 2015, with these changes partially offset by a $3.6 million decrease in the net realized gain (loss) from investments to a net realized loss of $2.1 million for the three months ended March 31, 2015.

        The following table provides a summary of the total net change in unrealized appreciation of $13.8 million for the first quarter of 2015:

 
  Three Months Ended March 31, 2015  
 
  LMM(a)   Middle
Market
  Private
Loan
  Other(b)   Total  
 
  (dollars in millions)
 

Accounting reversals of net unrealized (appreciation)/depreciation recognized in prior periods due to net realized (gains)/losses recognized during period

  $ 0.1   $ 2.5   $ (0.4 ) $   $ 2.2  

Net unrealized appreciation (depreciation) relating to portfolio investments

    3.8     1.6     (3.1 )   9.7     12.0  

Total net unrealized appreciation/(depreciation) relating to portfolio investments

  $ 3.9   $ 4.1   $ (3.5 ) $ 9.7     14.2  

Net unrealized appreciation relating to marketable securities

                            0.3  

Unrealized depreciation relating to SBIC debentures(c)

                            (0.7 )

Total net unrealized appreciation/(depreciation)

                          $ 13.8  

(a)
LMM includes unrealized appreciation on 22 LMM portfolio investments and unrealized depreciation on 13 LMM portfolio investments.

(b)
Other includes $9.3 million of unrealized appreciation relating to the External Investment Manager and $0.4 million of net unrealized appreciation relating to the Other Portfolio.

(c)
Relates to unrealized depreciation on the SBIC debentures held by MSC II which are accounted for on a fair value basis.

65


Table of Contents

        The income tax benefit for the three months ended March 31, 2015 of $0.3 million principally consisted of (i) a deferred tax benefit of $0.7 million, which is primarily the result of deferred taxes on net unrealized depreciation on our portfolio investments held in our Taxable Subsidiaries and the change in net operating loss carryforwards, both of which are non-cash in nature, and (ii) other current taxes of $0.4 million, which is primarily related to accruals for U.S. federal income and excise taxes, state and other taxes.

 
  Twelve Months Ended
December 31,
  Net Change  
 
  2014   2013   Amount   %  
 
  (in thousands)
 

Total investment income

  $ 140,763   $ 116,497   $ 24,266     21%  

Total expenses

    (45,227 )   (41,074 )   (4,153 )   10%  

Net investment income

    95,536     75,423     20,113     27%  

Net realized gain from investments

    23,206     7,277     15,929     219%  

Net realized loss from SBIC debentures

        (4,775 )   4,775        

Net realized income

    118,742     77,925     40,817     52%  

Net change in unrealized appreciation (depreciation) from:

                         

Portfolio investments

    (824 )   16,155     (16,979 )      

SBIC debentures and marketable securities and idle funds

    (10,883 )   2,740     (13,623 )      

Total net change in unrealized appreciation (depreciation)

    (11,707 )   18,895     (30,602 )      

Income tax benefit (provision)

    (6,287 )   35     (6,322 )      

Net increase in net assets resulting from operations

  $ 100,748   $ 96,855   $ 3,893     4%  

 

 
  Twelve Months Ended
December 31,
  Net Change  
 
  2014   2013   Amount   %  
 
  (in thousands, except per share amounts)
 

Net investment income

  $ 95,536   $ 75,423   $ 20,113     27%  

Share-based compensation expense

    4,215     4,210     5     0%  

Distributable net investment income(a)

    99,751     79,633     20,118     25%  

Net realized gain from investments

    23,206     7,277     15,929     219%  

Net realized loss from SBIC debentures

        (4,775 )   4,775        

Distributable net realized income(a)

  $ 122,957   $ 82,135   $ 40,822     50%  

Distributable net investment income per share—Basic and diluted(a)

  $ 2.29   $ 2.17   $ 0.12     6%  

Distributable net realized income per share—Basic and diluted(a)

  $ 2.83   $ 2.24   $ 0.59     26%  

(a)
Distributable net investment income and distributable net realized income are net investment income and net realized income, respectively, as determined in accordance with U.S. GAAP, excluding the impact of share-based compensation expense which is non-cash in nature. We believe presenting distributable net investment income and distributable net realized income, and related per share amounts, is useful and appropriate supplemental disclosure of information for analyzing our financial performance since share-based compensation does not require settlement in cash.

66


Table of Contents

        For the year ended December 31, 2014, total investment income was $140.8 million, a 21% increase over the $116.5 million of total investment income for the corresponding period of 2013. This comparable period increase was principally attributable to (i) a $15.9 million increase in interest income from higher average levels of portfolio debt investments, (ii) an $8.1 million increase in dividend income from Investment Portfolio equity investments and (iii) a $0.8 million increase in fee income from higher origination activity and refinancing and prepayment activity, partially offset by a $0.6 million decrease in interest and dividend income due to a lower level of Marketable securities and idle funds investments. The $24.3 million increase in total investment income in the year ended December 31, 2014 includes a $1.3 million net decrease in investment income related to accelerated prepayment and repricing activity for certain Investment Portfolio debt investments and Marketable securities and idle funds investments and $1.6 million of unusual dividend income.

        For the year ended December 31, 2014, total expenses increased to $45.2 million from $41.1 million for the corresponding period of 2013. This comparable period increase in operating expenses was principally attributable to (i) a $3.4 million increase in interest expense, primarily as a result of (a) the issuance of our 6.125% Notes due 2023 (the "6.125% Notes") in April 2013, (b) the issuance of our 4.50% Notes due 2019 (the "4.50% Notes") in November 2014 and (c) a higher average outstanding balance on our credit facility ("Credit Facility") when compared to prior year, partially offset by a decrease in interest expense from our SBIC debentures due to a lower average interest rate, in both cases when compared to the prior year, (ii) a $1.0 million increase in compensation expense related to increases in the number of personnel, base compensation and other incentive compensation accruals and (iii) a $1.8 million increase related to other general and administrative expenses, partially offset by (i) a $2.0 million decrease in expenses related to the expenses charged to the External Investment Manager (see further discussion in "Overview"), in each case when compared to the prior year. Share-based compensation expense was $4.2 million for 2014, which is unchanged from 2013, due to the net effect of the non-recurring accelerated vesting of restricted stock of our retired Executive Vice-Chairman in 2013, which resulted in additional share-based compensation expense of $1.3 million in the prior year, which was offset by an increase of $1.3 million related to non-cash amortization for the vesting of restricted share grants in 2014. For the year ended December 31, 2014, the ratio of our total operating expenses, excluding interest expense, as a percentage of our quarterly average total assets was 1.4% compared to 1.7% for the year ended December 31, 2013 (the prior year comparison excluding the effect of the accelerated vesting as discussed above). Including the effect of the accelerated vesting of restricted stock, the ratio would have been 1.8% for the year ended December 31, 2013.

        Distributable net investment income increased 25% to $99.8 million, or $2.29 per share, compared with $79.6 million, or $2.17 per share, in the corresponding period of 2013. The increase in

67


Table of Contents

distributable net investment income was primarily due to the higher level of total investment income partially offset by higher operating expenses, due to the changes discussed above. Distributable net investment income on a per share basis for the year ended December 31, 2014 reflects (i) a decrease of approximately $0.06 per share from the comparable period in 2013 attributable to the net decrease in the comparable levels of accelerated prepayment and repricing activity for certain investment portfolio debt investments, (ii) approximately $0.04 per share attributable to the unusual dividend income as discussed above and (iii) a greater number of average shares outstanding compared to the corresponding period in 2013 primarily due to the August 2013 and April 2014 follow-on equity offerings.

        Net investment income for the year ended December 31, 2014 was $95.5 million, or a 27% increase, compared to net investment income of $75.4 million for the corresponding period of 2013. The increase in net investment income was principally attributable to the increase in total investment income partially offset by higher operating expenses as discussed above.

        Distributable net realized income was $123.0 million, or $2.83 per share, for the year ended December 31, 2014 compared with $82.1 million, or $2.24 per share, in the corresponding period of 2013. The $40.8 million increase was primarily attributable to (i) the $20.1 million increase in total distributable net investment income in the year ended December 31, 2014 when compared to the corresponding period of 2013 as discussed above, (ii) the $15.9 million increase in the net realized gain from investments for the year ended December 31, 2014 and (iii) the $4.8 million decrease in the net realized loss from SBIC debentures to zero for the year ended December 31, 2014. The net realized gain from investments of $23.2 million during the year ended December 31, 2014 was primarily attributable to (i) $27.1 million of realized gains recognized on the exit of four LMM portfolio investments in 2014 and (ii) net realized gains on several Middle Market investments totaling $2.0 million, partially offset by a net realized loss of $6.5 million in conjunction with a change in control transaction involving a LMM portfolio company in the second quarter of 2014.

        The higher level of net investment income for the year ended December 31, 2014 as compared to the year ended December 31, 2013, the $15.9 million increase in the net realized gain from investments in the year ended December 31, 2014 as compared to December 31, 2013 and the $4.8 million decrease in the net realized loss from SBIC debentures recognized in year ended December 31, 2013, in each case as discussed above, resulted in a $40.8 million increase in net realized income compared with the corresponding period of 2013.

        The net increase in net assets resulting from operations during the year ended December 31, 2014 was $100.7 million, or $2.31 per share, compared with $96.9 million, or $2.65 per share, during the year ended December 31, 2013. This increase from the prior year was primarily the result of (i) a $20.1 million increase in net investment income and (ii) a $15.9 million increase in the net realized gain (loss) from investments and (iii) the $4.8 million decrease in the net realized loss from SBIC debentures, in each case due to the factors discussed above, partially offset by (i) a $30.6 million decrease in net change in unrealized appreciation (depreciation) to $11.7 million of net unrealized depreciation for the year ended December 31, 2014 compared to $18.9 million of net unrealized appreciation in the prior year and (ii) a $6.3 million increase in the income tax provision from the prior year. The total net unrealized depreciation for the year ended December 31, 2014 of $11.7 million

68


Table of Contents

included (i) net unrealized appreciation totaling $33.7 million on LMM portfolio investments, including unrealized appreciation on 39 LMM portfolio investments and unrealized depreciation on 12 LMM portfolio investments, (ii) $14.5 million of unrealized appreciation on the External Investment Manager, and (iii) $0.3 million of net unrealized appreciation on Other Portfolio investments, offset by (i) accounting reversals of net unrealized appreciation from prior periods of $20.7 million related to portfolio investment exits and repayments, (ii) $18.7 million of net unrealized depreciation on Middle Market portfolio investments, (iii) $10.9 million of unrealized depreciation on the SBIC debentures held by MSC II which are accounted for on a fair value basis, and (iv) $9.9 million of net unrealized depreciation on Private Loan portfolio investments. The income tax provision for the year ended December 31, 2014 of $6.3 million principally consisted of deferred taxes of $3.3 million, which is primarily the result of the impact on deferred taxes related to the utilization of net operating losses and net unrealized appreciation on our portfolio investments held in our Taxable Subsidiaries, and other taxes of $3.0 million, which includes a $1.4 million accrual for U.S. federal excise tax on our estimated spillover taxable income and $1.6 million related to accruals for state and other taxes.

 
  Twelve Months
Ended
December 31,
  Net Change  
 
  2013   2012   Amount   %  
 
  (dollars in millions)
 

Total investment income

  $ 116.5   $ 90.5   $ 26.0     29 %

Total expenses

    (41.1 )   (31.2 )   (9.9 )   32 %

Net investment income

    75.4     59.3     16.1     27 %

Net realized gain from investments

    7.3     16.5     (9.2 )   (56 )%

Net realized loss from SBIC debentures

    (4.8 )       (4.8 )      

Net realized income

    77.9     75.8     2.1     3 %

Net change in unrealized appreciation (depreciation) from:

                         

Portfolio investments

    16.2     44.7     (28.5 )   (64 )%

SBIC debentures, marketable securities and idle funds and investment in the Internal Investment Manager

    2.8     (5.2 )   8.0        

Total net change in unrealized appreciation

    19.0     39.5     (20.5 )   (52 )%

Income tax provision

        (10.8 )   10.8        

Noncontrolling interest

        (0.1 )   0.1        

Net increase in net assets resulting from operations attributable to common stock

  $ 96.9   $ 104.4   $ (7.5 )   (7 )%

69


Table of Contents


 
  Twelve Months
Ended
December 31,
  Net Change  
 
  2013   2012   Amount   %  
 
  (dollars in millions)
 

Net investment income

  $ 75.4   $ 59.3   $ 16.1     27 %

Share-based compensation expense

    4.2     2.6     1.6     64 %

Distributable net investment income(a)

    79.6     61.9     17.7     29 %

Net realized gain from investments

    7.3     16.5     (9.2 )   (56 )%

Net realized loss from SBIC debentures

    (4.8 )       (4.8 )      

Distributable net realized income(a)

    82.1     78.4     3.7     5 %

Distributable net investment income per share—Basic and diluted(a)(b)

  $ 2.17   $ 2.09   $ 0.08     4 %

Distributable net realized income per share—Basic and diluted(a)(b)

  $ 2.24   $ 2.65   $ (0.41 )   (15 )%

(a)
Distributable net investment income and distributable net realized income are net investment income and net realized income, respectively, as determined in accordance with U.S. GAAP, excluding the impact of share-based compensation expense which is non-cash in nature. We believe presenting distributable net investment income and distributable net realized income, and related per share amounts, is useful and appropriate supplemental disclosure of information for analyzing our financial performance since share-based compensation does not require settlement in cash. However, distributable net investment income and distributable net realized income are non-U.S. GAAP measures and should not be considered as a replacement to net investment income, net realized income, and other earnings measures presented in accordance with U.S. GAAP. Instead, distributable net investment income and distributable net realized income should be reviewed only in connection with such U.S. GAAP measures in analyzing our financial performance. A reconciliation of net investment income and net realized income in accordance with U.S. GAAP to distributable net investment income and distributable net realized income is presented in the table above.

(b)
Per share amounts exclude the earnings attributable to the noncontrolling equity interests in MSC II not owned by Main Street for the periods prior to the completion of the Final MSC II Exchange during the first quarter of 2012.

        For the year ended December 31, 2013, total investment income was $116.5 million, a 29% increase over the $90.5 million of total investment income for the corresponding period of 2012. This comparable period increase was principally attributable to (i) a $22.4 million increase in interest income from higher average levels of portfolio debt investments and increased activity in the Investment Portfolio and (ii) a $3.9 million increase in dividend income from Investment Portfolio equity investments, partially offset by a $0.3 million decrease in interest and dividend income from Marketable securities and idle funds investments. The $26.0 million increase in investment income in the year ended December 31, 2013 includes a $1.7 million decrease in the amount of non-recurring investment income associated with debt repayment and financing activities of LMM portfolio investments included in investment income, partially offset by a $1.1 million increase in the amount of investment income related to higher accelerated prepayment and repricing activity of certain Middle Market and Private Loan portfolio debt investments and Marketable securities and idle funds investments in each case for the year ended December 31, 2013, when compared to the same period in 2012.

70


Table of Contents

        For the year ended December 31, 2013, total expenses increased to $41.1 million from $31.2 million for the corresponding period of 2012. This comparable period increase in expenses was principally attributable to (i) a $4.6 million increase in interest expense, (ii) higher compensation and related expenses of $2.1 million, primarily as a result of additional personnel compared to the same period in the prior year, (iii) a $1.6 million increase in other general and administrative expenses and (iv) an increase of $1.6 million in share-based compensation, primarily due to $1.3 million of expense associated with the accelerated vesting of all the unvested shares of restricted stock in connection with the retirement of our former Executive Vice-Chairman during the year ended December 31, 2013. The $4.6 million increase in interest expense was primarily a result of (i) a $4.4 million increase primarily related to the issuance of the 6.125% Notes in April 2013 and (ii) a $1.3 million increase related to a higher average outstanding balance on the Credit Facility, partially offset by a $1.1 million decrease related to prepayments on our Small Business Investment Company ("SBIC") debentures and lower average interest rates on the SBIC debentures. The ratio of our total operating expenses, excluding interest expense and excluding the effect of the accelerated vesting of restricted stock of our former Executive Vice-Chairman discussed above, as a percentage of our average total assets was 1.7% for the year ended December 31, 2013, compared to 1.8% for the prior year. Including the effect of the accelerated vesting of restricted stock of our former Executive Vice-Chairman, the ratio would have been 1.8% for the year ended December 31, 2013.

        Distributable net investment income increased $17.7 million to $79.6 million, or $2.17 per share, compared with $61.9 million, or $2.09 per share, in the corresponding period of 2012. The increase in distributable net investment income was primarily due to the higher level of total investment income partially offset by higher interest and other operating expenses, due to the changes discussed above. The distributable net investment income on a per share basis for the year ended December 31, 2013 reflects the impact of a greater number of average shares outstanding compared to the corresponding period in 2012 primarily due to the June 2012, December 2012 and August 2013 follow-on equity offerings.

        Net investment income for the year ended December 31, 2013 was $75.4 million, or a 27% increase, compared to net investment income of $59.3 million for the corresponding period of 2012. The increase in net investment income was principally attributable to the increase in total investment income partially offset by higher interest and other operating expenses as discussed above.

        Distributable net realized income was $82.1 million, or $2.24 per share, for the year ended December 31, 2013 compared with $78.4 million, or $2.65 per share, in the corresponding period of 2012. The $3.7 million increase was primarily attributable to higher distributable net investment income in the year ended December 31, 2013 compared to the corresponding period of 2012 as discussed above, partially offset by (i) a decrease in net realized gain from investments of $9.2 million, to $7.3 million in 2013 from $16.5 million in prior year, and (ii) a realized loss of $4.8 million on the repayment of certain SBIC debentures issued to MSC II which had been accounted for on the fair value method of accounting under ASC 825. The $7.3 million net realized gain on investments during the year ended December 31, 2013 was primarily attributable to (i) a realized gain of $11.3 million on the full exit of two LMM equity investments, (ii) realized gains of $1.0 million on the partial exits of several LMM investments, (iii) net realized gains on several Middle Market and Marketable securities and idle funds investments totaling $1.9 million, partially offset by (i) realized losses of $2.6 million on

71


Table of Contents

the restructuring of a LMM equity investment and $1.8 million on the full exit of one LMM investment, respectively, and (ii) the realized loss of $1.8 million on the full exit of one Middle Market investment.

        The lower net realized gain from investments and the realized loss from the SBIC debentures, partially offset by the higher net investment income, in the year ended December 31, 2013 compared to the corresponding period of 2012, in each case as discussed above, resulted in a $2.1 million increase in net realized income compared with the corresponding period of 2012.

        The net increase in net assets resulting from operations attributable to common stock during the year ended December 31, 2013 was $96.9 million, or $2.65 per share, compared with $104.4 million, or $3.53 per share, in the corresponding period of 2012. This $7.5 million decrease from the comparable period in the prior year was primarily the result of the $20.5 million difference in the net change in unrealized appreciation to $19.0 million for the year ended December 31, 2013, compared to $39.5 million for the comparable period in the prior year, partially offset by (i) a $10.8 million decrease in the net income tax provision and (ii) the $2.1 million increase in net realized income due to the factors discussed above, both for the year ended December 31, 2013 in comparison to the comparable period in the prior year. The total net change in unrealized appreciation for the year ended December 31, 2013 of $19.0 million included (i) $16.2 million of net unrealized appreciation from portfolio investments and (ii) the net unrealized appreciation of $4.4 million on the SBIC debentures, which resulted from the $4.8 million of accounting reversals of prior unrealized depreciation on the SBIC debentures in conjunction with the realized loss on the repayment of the SBIC debentures as discussed above, partially offset by net unrealized depreciation of $0.4 million on the remaining SBIC debentures held by MSC II, partially offset by the net unrealized depreciation from Marketable securities and idle funds investments of $1.7 million. The $16.2 million net change in unrealized appreciation from portfolio investments for the year ended December 31, 2013 was principally attributable to (i) unrealized appreciation on 37 LMM portfolio investments totaling $60.6 million, partially offset by unrealized depreciation on 15 LMM portfolio investments totaling $38.8 million, (ii) $3.7 million of net unrealized appreciation on Middle Market investments, (iii) $1.1 million of net unrealized appreciation on the External Investment Manager and (iv) $2.2 million of net unrealized appreciation on the Other Portfolio investments, partially offset by accounting reversals of net unrealized appreciation from prior periods of $12.8 million related to portfolio investment exits and repayments. The net income tax benefit for the year ended December 31, 2013 related to a deferred tax benefit of $3.6 million, partially offset by an income tax provision on other taxes of $3.6 million. The deferred taxes related primarily to net unrealized depreciation on equity investments held in our Taxable Subsidiaries. The other taxes include $1.8 million related to an accrual for excise tax on our estimated spillover taxable income and $1.8 million related to accruals for state and other taxes.

        For the three months ended March 31, 2015, we experienced a net decrease in cash and cash equivalents in the amount of $38.4 million, which is the net result of $92.6 million of cash used for our operating activities and $54.2 million provided by financing activities.

        During the period, we used $92.6 million of cash for our operating activities, which resulted primarily from (i) cash flows we generated from the operating profits earned through our operating activities totaling $22.2 million, which is our $24.8 million of distributable net investment income,

72


Table of Contents

excluding the non-cash effects of the accretion of unearned income of $2.0 million, payment-in-kind interest income of $0.8 million, cumulative dividends of $0.4 million and the amortization expense for deferred financing costs of $0.6 million, (ii) cash uses totaling $265.2 million which primarily resulted from (a) the funding of new portfolio company investments and settlement of accruals for portfolio investments existing as of December 31, 2014, which together total $256.0 million, (b) the funding of new Marketable securities and idle funds investments and settlement of accruals for Marketable securities and idle funds investments existing as of December 31, 2014, which together total $2.0 million, (c) $7.1 million related to decreases in payables and accruals and (d) increases in other assets of $0.1 million, and (iii) cash proceeds totaling $150.4 million from (a) $149.1 million in cash proceeds from the repayments of debt investments and sales of equity investments and (b) $1.3 million of cash proceeds from the sale of Marketable securities and idle funds investments.

        During the three months ended March 31, 2015, $54.2 million in cash was provided by financing activities, which principally consisted of $127.8 million in net cash proceeds from a public equity offering in March 2015, partially offset by (i) $54.0 million in net cash repayments of the Credit Facility and (ii) $19.5 million in cash dividends paid to stockholders.

        For the year ended December 31, 2014, we experienced a net increase in cash and cash equivalents in the amount of $25.7 million, which is the net result of $190.9 million of cash used for our operating activities and $216.6 million provided by financing activities.

        During the period, we used $190.9 million of cash for our operating activities, which resulted primarily from (i) cash flows we generated from the ordinary operating profits earned through our operating activities totaling $84.5 million, which is our $99.8 million of distributable net investment income, excluding the non-cash effects of the accretion of unearned income of $10.5 million, payment-in-kind interest income of $4.7 million, cumulative dividends of $1.8 million and the amortization expense for deferred financing costs of $1.7 million, (ii) cash uses totaling $858.2 million from (a) the funding of new portfolio company investments and settlement of accruals for portfolio investments existing as of December 31, 2013, which together total $831.2 million, (b) the funding of new Marketable securities and idle funds investments and settlement of accruals for Marketable securities and idle funds investments existing as of December 31, 2013, which together total $22.7 million and (c) increases in other assets of $4.3 million, and (iii) cash proceeds totaling $582.8 million from (a) $554.7 million in cash proceeds from the repayments of debt investments and sales of equity investments, (b) $27.0 million of cash proceeds from the sale of Marketable securities and idle funds investments and (c) $1.1 million related to increases in payables and accruals.

        During 2014, $216.6 million in cash was provided by financing activities, which principally consisted of (i) $175.0 million in proceeds from the issuance of the 4.50% Notes in November 2014, (ii) $139.7 million in net cash proceeds from a follow-on public equity offering in April 2014 and (iii) $24.8 million in cash proceeds from the issuance of SBIC debentures, partially offset by (i) $95.9 million in cash dividends paid to stockholders, (ii) $19.0 million in net cash repayments of the Credit Facility, (iii) $6.4 million in loan costs associated with our SBIC debentures, the 4.50% Notes and the Credit Facility and (iv) $1.5 million in other costs.

        For the year ended December 31, 2013, we experienced a net decrease in cash and cash equivalents in the amount of $28.8 million, which is the net result of $240.7 million of cash used for our operating activities and $211.9 million provided by financing activities.

        During the period, we used $240.7 million of cash for our operating activities, which resulted primarily from (i) cash flows we generated from the ordinary operating profits earned through our operating activities totaling $63.8 million, which is our $79.6 million of distributable net investment income, excluding the non-cash effects of the accretion of unearned income of $10.9 million, payment-in-kind interest income of $5.0 million, cumulative dividends of $1.4 million and the amortization expense for deferred financing costs of $1.5 million, (ii) cash uses totaling $824.8 million

73


Table of Contents

from (a) the funding of new portfolio company investments and settlement of accruals for portfolio investments existing as of December 31, 2012, which together total $767.5 million, (b) the funding of new Marketable securities and idle funds investments and settlement of accruals for Marketable securities and idle funds investments existing as of December 31, 2012, which together total $54.0 million, and (c) $3.3 million related to decreases in payables and accruals, and (iii) cash proceeds totaling $520.3 million from (a) $465.0 million in cash proceeds from the repayments or sales of debt investments and sales of equity investments, (b) $51.7 million of cash proceeds from the sale of Marketable securities and idle funds investments and (c) decreases in other assets of $3.6 million.

        During 2013, $211.9 million in cash was provided by financing activities, which principally consisted of (i) $131.5 million in net cash proceeds from a follow-on public equity offering in August 2013, (ii) $105.0 million in net cash proceeds from the Credit Facility and (iii) $92.0 million in cash proceeds from the issuance of the 6.125% Notes, partially offset by (i) a $24.8 million net decrease in outstanding SBIC debentures resulting from $63.8 million in repayments of SBIC debentures, net of $39.0 million in proceeds from the issuance of SBIC debentures, (ii) $83.2 million in cash dividends paid to stockholders and (iii) $6.3 million in loan costs associated with our SBIC debentures, our Notes and the Credit Facility.

        As of March 31, 2015, we had $22.0 million in cash and cash equivalents, $9.9 million in Marketable securities and idle funds investments and $408.5 million of unused capacity under the Credit Facility, which we maintain to support our investment and operating activities. As of March 31, 2015, our net asset value totaled $1,083.9 million, or $21.87 per share.

        As of December 31, 2014, we had $60.4 million in cash and cash equivalents, $9.1 million in Marketable securities and idle funds investments and $354.5 million of unused capacity under the Credit Facility, which we maintain to support our future investment and operating activities. As of December 31, 2014, our net asset value totaled $940.0 million, or $20.85 per share.

        The Credit Facility includes total commitments of $572.5 million from a diversified group of fifteen lenders and matures in September 2019. The Credit Facility also contains an accordion feature which allows us to increase the total commitments under the facility up to $650.0 million from new and existing lenders on the same terms and conditions as the existing commitments.

        Borrowings under the Credit Facility bear interest, subject to our election, on a per annum basis equal to (i) the applicable LIBOR rate (0.17% as of March 31, 2015) plus 2.00%, as long as we maintain an investment grade rating (or 2.25% if we do not maintain an investment grade rating) or (ii) the applicable base rate (Prime Rate of 3.25% as of March 31, 2015) plus 1.00%, as long as we maintain an investment grade rating (or 1.25% if we do not maintain an investment grade rating). We pay unused commitment fees of 0.25% per annum on the unused lender commitments under the Credit Facility. The Credit Facility is secured by a first lien on the assets of MSCC and its subsidiaries, excluding the equity ownership or assets of the Funds and the External Investment Manager. The Credit Facility contains certain affirmative and negative covenants, including but not limited to: (i) maintaining a minimum availability of at least 10% of the borrowing base, (ii) maintaining an interest coverage ratio of at least 2.0 to 1.0, (iii) maintaining an asset coverage ratio of at least 1.5 to 1.0, and (iv) maintaining a minimum tangible net worth. The Credit Facility is provided on a revolving basis through its final maturity date in September 2019, and contains two, one-year extension options which could extend the final maturity by up to two years, subject to certain conditions, including lender approval. As of March 31, 2015, we had $164.0 million in borrowings outstanding under the Credit Facility, the interest rate on the Credit Facility was 2.2% and we were in compliance with all financial covenants of the Credit Facility.

74


Table of Contents

        Due to each of the Funds' status as a licensed SBIC, we have the ability to issue, through the Funds, debentures guaranteed by the SBA at favorable interest rates. Under the regulations applicable to SBIC funds, an SBIC can have outstanding debentures guaranteed by the SBA generally in an amount up to twice its regulatory capital, which effectively approximates the amount of its equity capital, up to a regulatory maximum amount of debentures of $225.0 million. Debentures guaranteed by the SBA have fixed interest rates that equal prevailing 10-year Treasury Note rates plus a market spread and have a maturity of ten years with interest payable semi-annually. The principal amount of the debentures is not required to be paid before maturity, but may be pre-paid at any time with no prepayment penalty. On March 31, 2015, through our two wholly owned SBICs, we had $225.0 million of outstanding SBIC debentures guaranteed by the SBA, which bear a weighted average annual fixed interest rate of approximately 4.2%, paid semi-annually, and mature ten years from issuance. The first maturity related to our SBIC debentures does not occur until 2017, and the remaining weighted average duration is approximately 6.3 years as of March 31, 2015.

        In April 2013, we issued $92.0 million, including the underwriters' full exercise of their over-allotment option, in aggregate principal amount of the 6.125% Notes. The 6.125% Notes are unsecured obligations and rank pari passu with our current and future senior unsecured indebtedness; senior to any of our future indebtedness that expressly provides it is subordinated to the 6.125% Notes; effectively subordinated to all of our existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under our Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation, the indebtedness of the Funds. The 6.125% Notes mature on April 1, 2023, and may be redeemed in whole or in part at any time or from time to time at our option on or after April 1, 2018. We may from time to time repurchase 6.125% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of March 31, 2015, the outstanding balance of the 6.125% Notes was $90.8 million.

        The indenture governing the 6.125% Notes (the "6.125% Notes Indenture") contains certain covenants, including covenants requiring our compliance with (regardless of whether we are subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring us to provide financial information to the holders of the 6.125% Notes and the Trustee if we cease to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the 6.125% Notes Indenture.

        In November 2014, we issued $175.0 million in aggregate principal amount of the 4.50% Notes at an issue price of 99.53%. The 4.50% Notes are unsecured obligations and rank pari passu with our current and future senior unsecured indebtedness; senior to any of our future indebtedness that expressly provides it is subordinated to the 4.50% Notes; effectively subordinated to all of our existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under our Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation, the indebtedness of the Funds. The 4.50% Notes mature on December 1, 2019, and may be redeemed in whole or in part at any time at our option subject to certain make whole provisions. The 4.50% Notes bear interest at a rate of 4.50% per year payable semi-annually on June 1 and December 1 of each year, beginning June 1, 2015. We may from time to time repurchase 4.50% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of March 31, 2015, the outstanding balance of the 4.50% Notes was $175.0 million.

        The indenture governing the 4.50% Notes (the "4.50% Notes Indenture") contains certain covenants, including covenants requiring our compliance with (regardless of whether we are subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring us to provide financial information to the holders of the 4.50%

75


Table of Contents

Notes and the Trustee if we cease to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the 4.50% Notes Indenture.

        During April 2014, we completed a follow-on public equity offering of 4,600,000 shares of common stock, including the underwriters' full exercise of their option to purchase 600,000 additional shares, at a price to the public of $31.50 per share, resulting in total net proceeds, including exercise of the underwriters' option to purchase additional shares and after deducting underwriting discounts and estimated offering expenses payable by us, of approximately $139.7 million.

        During March 2015, we completed a public equity offering of 4,370,000 shares of common stock, including the underwriters' full exercise of their option to purchase 570,000 additional shares, resulting in total net proceeds, including exercise of the underwriters' option to purchase additional shares and after deducting underwriting discounts and estimated offering expenses payable by us, of approximately $127.8 million.

        We anticipate that we will continue to fund our investment activities through existing cash and cash equivalents, the liquidation of Marketable securities and idle funds investments, and a combination of future debt and equity capital. Our primary uses of funds will be investments in portfolio companies, operating expenses and cash distributions to holders of our common stock.

        We periodically invest excess cash balances into Marketable securities and idle funds investments. The primary investment objective of Marketable securities and idle funds investments is to generate incremental cash returns on excess cash balances prior to utilizing those funds for investment in our LMM, Middle Market and Private Loan portfolio investments. Marketable securities and idle funds investments generally consist of debt investments, independently rated debt investments, certificates of deposit with financial institutions, diversified bond funds and publicly traded debt and equity investments. The composition of Marketable securities and idle funds investments will vary in a given period based upon, among other things, changes in market conditions, the underlying fundamentals in our Marketable securities and idle funds investments, our outlook regarding future LMM, Middle Market and Private Loan portfolio investment needs, and any regulatory requirements applicable to us.

        If our common stock trades below our net asset value per share, we will generally not be able to issue additional common stock at the market price unless our stockholders approve such a sale and our Board of Directors makes certain determinations. We did not seek stockholder authorization to sell shares of our common stock below the then current net asset value per share of our common stock at our 2014 or 2015 annual meetings of stockholders because our common stock price per share had been trading significantly above the current net asset value per share of our common stock. We would therefore need future approval from our stockholders to issue shares below the then current net asset value per share.

        In order to satisfy the Code requirements applicable to a RIC, we intend to distribute to our stockholders, after consideration and application of our ability under the Code to spillover certain excess undistributed taxable income from one tax year into the next tax year, substantially all of our taxable income. In addition, as a BDC, we generally are required to meet a coverage ratio of total assets to total senior securities, which include borrowings and any preferred stock we may issue in the future, of at least 200%. This requirement limits the amount that we may borrow. In January 2008, we received an exemptive order from the SEC to exclude SBA guaranteed debt securities issued by MSMF and any other wholly owned subsidiaries of ours which operate as SBICs from the asset coverage requirements of the 1940 Act as applicable to us, which, in turn, enables us to fund more investments with debt capital.

        Although we have been able to secure access to additional liquidity, including recent public equity and debt offerings, our $572.5 million Credit Facility, and the available leverage through the SBIC

76


Table of Contents

program, there is no assurance that debt or equity capital will be available to us in the future on favorable terms, or at all.

        In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-9 supersedes the revenue recognition requirements under ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the ASC. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Under the new guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The new guidance will significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. Additionally, the guidance requires improved disclosures as to the nature, amount, timing and uncertainty of revenue that is recognized. The FASB tentatively decided to defer the effective date of the new revenue standard for public entities under U.S. GAAP for one year. If finalized, the new guidance will be effective for the annual reporting period beginning after December 15, 2017, including interim periods within that reporting period. Early adoption would be permitted for annual reporting periods beginning after December 15, 2016. We are currently evaluating the impact the adoption of this new accounting standard will have on our financial statements.

        In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The impact of the adoption of this new accounting standard on our consolidated financial statements is currently being evaluated.

        From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by us as of the specified effective date. We believe that the impact of recently issued standards and any that are not yet effective will not have a material impact on our financial statements upon adoption.

        Inflation has not had a significant effect on our results of operations in any of the reporting periods presented herein. However, our portfolio companies have experienced, and may in the future experience, the impacts of inflation on their operating results, including periodic escalations in their costs for labor, raw materials and third party services and required energy consumption.

        We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. At March 31, 2015, we had a total of $153.1 million in outstanding commitments comprised of (i) 30 investments with commitments to fund

77


Table of Contents

revolving loans that had not been fully drawn or term loans with additional commitments not yet funded and (ii) six investments with capital commitments that had not been fully called.

        As of March 31, 2015, the future fixed commitments for cash payments in connection with our SBIC debentures and the 4.50% Notes and the 6.125% Notes for each of the next five years and thereafter are as follows:

 
  2015   2016   2017   2018   2019   2020 and
thereafter
  Total  
 
  (dollars in thousands)
 

SBIC debentures

  $   $   $ 15,000   $ 10,200   $ 20,000   $ 179,800     225,000  

Interest due on SBIC debentures

    4,748     9,448     9,423     8,130     7,807     17,601     57,157  

Notes 6.125%

                        90,810     90,810  

Interest due on 6.125% Notes

    4,171     5,562     5,562     5,562     5,562     19,467     45,886  

4.50% Notes

                    175,000         175,000  

Interest due on 4.50% Notes

    8,444     7,875     7,875     7,875     7,875         39,944  

Total

  $ 17,363   $ 22,885   $ 37,860   $ 31,767   $ 216,244   $ 307,678   $ 633,797  

        As of March 31, 2015, we had $164.0 million in borrowings outstanding under our Credit Facility, and the Credit Facility is currently scheduled to mature in September 2019. The Credit Facility contains two, one-year extension options which could extend the maturity to September 2021. See further discussion of the Credit Facility terms in "—Liquidity and Capital Resources—Capital Resources".

        As discussed further above, the External Investment Manager is treated as a wholly owned portfolio company of MSCC and is included as part of our Investment Portfolio. At March 31, 2015, we had a receivable of $1.2 million due from the External Investment Manager which included approximately $0.8 million related to operating expenses incurred by us required to support the External Investment Manager's business, along with dividends declared but not paid by the External Investment Manager of approximately $0.4 million.

        In June 2013, we adopted a deferred compensation plan for the non-employee members of our board of directors, which allows the directors at their option to defer all or a portion of the fees paid for their services as directors and have such deferred fees paid in shares of our common stock within 90 days after the participant's end of service as a director. As of March 31, 2015, $0.6 million of directors' fees had been deferred under this plan. These deferred fees represented 18,672 shares of our common shares. These shares will not be issued or included as outstanding on the consolidated statement of changes in net assets until each applicable participant's end of service as a director, but are included in operating expenses and weighted- average shares outstanding on our consolidated statement of operations as earned.

78


Table of Contents


SENIOR SECURITIES

        Information about our senior securities is shown in the following table as of December 31 for the years indicated in the table, unless otherwise noted. Grant Thornton LLP's report on the senior securities table as of December 31, 2014, is an exhibit to the registration statement of which this prospectus is a part.

Class and Year
  Total Amount
Outstanding
Exclusive of
Treasury
Securities(1)
  Asset
Coverage
per Unit(2)
  Involuntary
Liquidating
Preference
per Unit(3)
  Average
Market Value
per Unit(4)
 
 
  (dollars
in thousands)

   
   
   
 

SBIC Debentures

                         

2007

  $ 55,000     3,094         N/A  

2008

    55,000     3,043         N/A  

2009

    65,000     2,995         N/A  

2010

    180,000     2,030         N/A  

2011

    220,000     2,202         N/A  

2012

    225,000     2,763         N/A  

2013

    200,200     2,476         N/A  

2014

    225,000     2,323         N/A  

2015 (as of March 31, 2015, unaudited)

    225,000     2,653         N/A  

Credit Facility

                         

2010

  $ 39,000     2,030         N/A  

2011

    107,000     2,202         N/A  

2012

    132,000     2,763         N/A  

2013

    237,000     2,476         N/A  

2014

    218,000     2,323         N/A  

2015 (as of March 31, 2015, unaudited)

    164,000     2,653         N/A  

6.125% Notes

                         

2013

  $ 90,882     2,476       $ 24.35  

2014

    90,823     2,323           24.78  

2015 (as of March 31, 2015, unaudited)

    90,810     2,653         25.29  

4.50% Notes

                         

2014

  $ 175,000     2,323         N/A  

2015 (as of March 31, 2015, unaudited)

    175,000     2,653         N/A  

(1)
Total amount of each class of senior securities outstanding at the end of the period presented.

(2)
Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.

(3)
The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The "—" indicates information which the Securities and Exchange Commission expressly does not require to be disclosed for certain types of senior securities.

(4)
Average market value per unit for our 6.125% Notes represents the average of the daily closing prices as reported on the NYSE during the period presented. Average market value per unit for our SBIC Debentures, Credit Facility and 4.50% Notes are not applicable because these are not registered for public trading.

79


Table of Contents


BUSINESS

        We are a principal investment firm primarily focused on providing customized debt and equity financing to lower middle market ("LMM") companies and debt capital to middle market ("Middle Market") companies. Our portfolio investments are typically made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in diverse industry sectors. We seek to partner with entrepreneurs, business owners and management teams and generally provide "one stop" financing alternatives within our LMM portfolio. We invest primarily in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States and in secured debt investments of Middle Market companies generally headquartered in the United States.

        Our principal investment objective is to maximize our portfolio's total return by generating current income from our debt investments and capital appreciation from our equity and equity related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. Our LMM companies generally have annual revenues between $10 million and $150 million, and our LMM portfolio investments generally range in size from $5 million to $50 million. Our Middle Market investments are made in businesses that are generally larger in size than our LMM portfolio companies, with annual revenues typically between $150 million and $1.5 billion, and our Middle Market investments generally range in size from $3 million to $15 million. Our private loan ("Private Loan") investments are made in businesses that are consistent with the size of companies in our LMM portfolio or our Middle Market portfolio, but are investments which have been originated through strategic relationships with other investment funds on a collaborative basis. The structure, terms and conditions for these Private Loan investments are typically consistent with the structure, terms and conditions for the investments made in our LMM portfolio or Middle Market portfolio.

        Our other portfolio ("Other Portfolio") investments primarily consist of investments which are not consistent with the typical profiles for our LMM, Middle Market or Private Loan portfolio investments, including investments which may be managed by third parties. In our Other Portfolio, we may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.

        Our external asset management business is conducted through our External Investment Manager. We have entered into an agreement to provide the External Investment Manager with asset management service support in connection with its asset management business generally, and specifically for its relationship with HMS Income Fund, Inc. ("HMS Income"). Through this agreement, we provide management and other services to the External Investment Manager, as well as access to our employees, infrastructure, business relationships, management expertise and capital raising capabilities. In the first quarter of 2014, we began charging the External Investment Manager for these services. Our total expenses for the three months ended March 31, 2015 and 2014 are net of expenses of $0.8 million and $0.3 million, respectively, charged to the External Investment Manager. The External Investment Manager earns management fees based on the assets of the funds under management and may earn incentive fees, or a carried interest, based on the performance of the funds managed.

        We seek to fill the financing gap for LMM businesses, which, historically, have had more limited access to financing from commercial banks and other traditional sources. The underserved nature of the LMM creates the opportunity for us to meet the financing needs of LMM companies while also negotiating favorable transaction terms and equity participations. Our ability to invest across a company's capital structure, from secured loans to equity securities, allows us to offer portfolio companies a comprehensive suite of financing options, or a "one stop" financing solution. Providing customized, "one stop" financing solutions is important to LMM portfolio companies. We generally

80


Table of Contents

seek to partner directly with entrepreneurs, management teams and business owners in making our investments. Our LMM portfolio debt investments are generally secured by a first lien on the assets of the portfolio company and typically have a term of between five and seven years from the original investment date. We believe that our LMM investment strategy has limited correlation to the broader debt and equity markets.

        In addition to our LMM investment strategy, we pursue investments in Middle Market companies. Our Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of interest bearing debt securities in privately held companies that are generally larger in size than the companies included in our LMM portfolio. Our Middle Market portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.

        Our Private Loan portfolio investments primarily consist of investments in interest bearing debt securities in companies that are consistent with the size of the companies included in our LMM portfolio or our Middle Market portfolio, but are investments that have been originated through strategic relationships with other investment funds on a collaborative basis. Our Private Loan portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

        The following tables provide a summary of our investments in the LMM, Middle Market and Private Loan portfolios as of March 31, 2015 and December 31, 2014 (this information excludes the Other Portfolio investments and the External Investment Manager which are discussed further below):

 
  As of March 31, 2015  
 
  LMM(a)   Middle Market   Private Loan  
 
  (dollars in millions)
 

Number of portfolio companies

    68     89     37  

Fair value

  $ 778.3   $ 627.8   $ 247.7  

Cost

  $ 640.7   $ 642.8   $ 261.8  

% of total investments at cost—debt

    70.3 %   99.1 %   96.1 %

% of total investments at cost—equity

    29.7 %   0.9 %   3.9 %

% of debt investments at cost secured by first priority lien

    89.8 %   85.2 %   87.2 %

Weighted-average annual effective yield(b)

    13.1 %   7.9 %   9.9 %

Average EBITDA(c)

  $ 5.4   $ 95.8   $ 12.1  

(a)
At March 31, 2015, we had equity ownership in approximately 94% of our LMM portfolio companies and the average fully diluted equity ownership in those portfolio companies was approximately 36%.

(b)
The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of March 31, 2015, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status.

(c)
The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Middle Market and Private Loan portfolios. These calculations exclude three LMM portfolio companies, one Middle Market portfolio company and five Private Loan portfolio

81


Table of Contents

 
  As of December 31, 2014  
 
  LMM(a)   Middle Market   Private Loan  
 
  (dollars in millions)
 

Number of portfolio companies

    66     86     31  

Fair value

  $ 733.2   $ 542.7   $ 213.0  

Cost

  $ 599.4   $ 561.8   $ 224.0  

% of total investments at cost—debt

    71.5 %   99.8 %   95.6 %

% of total investments at cost—equity

    28.5 %   0.2 %   4.4 %

% of debt investments at cost secured by first priority lien

    89.6 %   85.1 %   87.8 %

Weighted-average annual effective yield(b)

    13.2 %   7.8 %   10.1 %

Average EBITDA(c)

  $ 5.0   $ 77.2   $ 18.1  

(a)
At December 31, 2014, we had equity ownership in approximately 95% of our LMM portfolio companies and our average fully diluted equity ownership in those portfolio companies was approximately 35%.

(b)
The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2014, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status.

(c)
The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted average for the Middle Market and Private Loan portfolios. These calculations exclude two LMM portfolio companies, one Middle Market portfolio company and five Private Loan portfolio companies as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies.

        As of March 31, 2015, we had Other Portfolio investments in six companies, collectively totaling approximately $58.7 million in fair value and approximately $55.6 million in cost basis and which comprised approximately 3.4% of our Investment Portfolio (as defined in "—Critical Accounting Policies—Basis of Presentation" below). As of December 31, 2014, we had Other Portfolio investments in six companies, collectively totaling approximately $58.9 million in fair value and approximately $56.2 million in cost basis and which comprised approximately 3.8% of our Investment Portfolio at fair value.

        As previously discussed, the External Investment Manager is a wholly owned subsidiary that is treated as a portfolio investment. As of March 31, 2015, there was no cost basis in this investment and the investment had a fair value of $24.8 million, which comprised 1.4% of our Investment Portfolio at fair value. As of December 31, 2014, there was no cost basis in this investment and the investment had a fair value of $15.6 million, which comprised 1.0% of our Investment Portfolio at fair value.

        Our portfolio investments are generally made through MSCC and the Funds. MSCC and the Funds share the same investment strategies and criteria, although they are subject to different regulatory regimes. An investor's return in MSCC will depend, in part, on the Funds' investment returns as they are wholly owned subsidiaries of MSCC.

        The level of new portfolio investment activity will fluctuate from period to period based upon our view of the current economic fundamentals, our ability to identify new investment opportunities that meet our investment criteria, and our ability to consummate the identified opportunities. The level of new investment activity, and associated interest and fee income, will directly impact future investment income. In addition, the level of dividends paid by portfolio companies and the portion of our portfolio debt investments on non-accrual status will directly impact future investment income. While we intend to grow our portfolio and our investment income over the long term, our growth and our operating

82


Table of Contents

results may be more limited during depressed economic periods. However, we intend to appropriately manage our cost structure and liquidity position based on applicable economic conditions and our investment outlook. The level of realized gains or losses and unrealized appreciation or depreciation on our investments will also fluctuate depending upon portfolio activity, economic conditions and the performance of our individual portfolio companies. The changes in realized gains and losses and unrealized appreciation or depreciation could have a material impact on our operating results.

        Because we are internally managed, we do not pay any external investment advisory fees, but instead incurs the operating costs associated with employing investment and portfolio management professionals itself. We believe that our internally managed structure provides us with a beneficial operating expense structure when compared to other publicly traded and privately held investment firms which are externally managed, and our internally managed structure allows us the opportunity to leverage our non-interest operating expenses as we grow our Investment Portfolio. For the three months ended March 31, 2015, the ratio of our total operating expenses, excluding interest expense, as a percentage of our quarterly average total assets was 1.4% on an annualized basis which is consistent with the ratio on an annualized basis for the three months ended March 31, 2014 and for the year ended December 31, 2014.

        During May 2012, we entered into an investment sub-advisory agreement with HMS Adviser, LP ("HMS Adviser"), which is the investment advisor to HMS Income Fund, Inc. ("HMS Income"), a non-publicly traded BDC whose registration statement on Form N-2 was declared effective by the SEC in June 2012, to provide certain investment advisory services to HMS Adviser. In December 2013, after obtaining required no-action relief from the SEC to allow us to own a registered investment adviser, we assigned the sub-advisory agreement to the External Investment Manager since the fees received from such arrangement could otherwise have negative consequences on MSCC's ability to meet the source-of-income requirement necessary for us to maintain our RIC tax treatment. Under the investment sub-advisory agreement, the External Investment Manager is entitled to 50% of the base management fee and the incentive fees earned by HMS Adviser under its advisory agreement with HMS Income. Based upon several fee waiver agreements with HMS Income and HMS Adviser, the External Investment Manager did not begin accruing the base management fee and incentive fees, if any, until January 1, 2014. Beginning January 1, 2015, the External Investment Manager conditionally agreed to waive a limited amount of the base management fee and incentive fees otherwise earned during the year ended December 31, 2015. During the three months ended March 31, 2015 and 2014, the External Investment Manager earned $1.4 million and $0.3 million, respectively, of management fees (net of fees waived, if any) under the sub-advisory agreement with HMS Adviser.

        During April 2014, we received an exemptive order from the SEC permitting co-investments by us and HMS Income in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. We have made, and in the future intend to continue to make, such co-investments with HMS Income in accordance with the conditions of the order. The order requires, among other things, that we and the External Investment Manager consider whether each such investment opportunity is appropriate for HMS Income and, if it is appropriate, to propose an allocation of the investment opportunity between us and HMS Income. Because the External Investment Manager may receive performance-based fee compensation from HMS Income, this may provide an incentive to allocate opportunities to HMS Income instead of us.

Business Strategies

        Our principal investment objective is to maximize our portfolio's total return by generating current income from our debt investments and realizing capital appreciation from our equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a

83


Table of Contents

portfolio company. We have adopted the following business strategies to achieve our investment objective:

84


Table of Contents

Investment Criteria

        Our investment team has identified the following investment criteria that it believes are important in evaluating prospective portfolio companies. Our investment team uses these criteria in evaluating investment opportunities. However, not all of these criteria have been, or will be, met in connection with each of our investments:

Investment Portfolio

        The Investment Portfolio, as used herein, refers to all of our investments in LMM portfolio companies, investments in Middle Market portfolio companies, Private Loan portfolio investments, Other Portfolio investments, the investment in the External Investment Manager, but excludes all "Marketable securities and idle funds investments". Our LMM portfolio investments primarily consist of secured debt, equity warrants and direct equity investments in privately held, LMM companies based in the United States. Our Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of interest-bearing debt securities in privately held companies based in the United States that are generally larger in size than the companies included in our LMM portfolio. Our Private Loan portfolio investments primarily consist of investments in interest-bearing debt securities in companies that are consistent with the size of companies in our LMM portfolio or our Middle Market portfolio, but are investments which have been originated through strategic relationships with other investment funds on a collaborative basis. Our Other Portfolio investments primarily consist of investments which are not consistent with the typical profiles for our LMM, Middle Market and Private Loan portfolio investments, including investments which may be managed by third parties. In our Other Portfolio, we may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.

85


Table of Contents

        Historically, we have made LMM debt investments principally in the form of single tranche debt. Single tranche debt financing involves issuing one debt security that blends the risk and return profiles of both first lien secured and subordinated debt. We believe that single tranche debt is more appropriate for many LMM companies given their size in order to reduce structural complexity and potential conflicts among creditors.

        Our LMM debt investments generally have a term of five to seven years from the original investment date, with limited required amortization prior to maturity, and provide for monthly or quarterly payment of interest at fixed interest rates generally between 10% and 14% per annum, payable currently in cash. In some instances, we have provided floating interest rates for our single tranche debt securities. In addition, certain LMM debt investments may have a form of interest that is not paid currently but is accrued and added to the loan balance and paid at maturity. We refer to this form of interest as payment-in-kind, or PIK, interest. We typically structure our LMM debt investments with the maximum seniority and collateral that we can reasonably obtain while seeking to achieve our total return target. In most cases, our LMM debt investment will be collateralized by a first priority lien on substantially all the assets of the portfolio company. As of March 31, 2015, approximately 90% of our LMM debt investments at cost were secured by first priority liens on the assets of our LMM portfolio companies.

        In addition to seeking a senior lien position in the capital structure of our LMM portfolio companies, we seek to limit the downside potential of our LMM debt investments by negotiating covenants that are designed to protect our LMM debt investments while affording our portfolio companies as much flexibility in managing their businesses as is reasonable. Such restrictions may include affirmative and negative covenants, default penalties, lien protection, change of control or change of management provisions, key-man life insurance, guarantees, equity pledges, personal guaranties, where appropriate, and put rights. In addition, we typically seek board representation or observation rights in all of our LMM portfolio companies.

        While we will continue to focus our LMM debt investments primarily on single tranche debt investments, we also anticipate structuring some of our debt investments as mezzanine loans. We anticipate that these mezzanine loans will be primarily junior secured or unsecured, subordinated loans that provide for relatively high fixed interest rates payable currently in cash that will provide us with significant interest income plus the additional opportunity for income and gains through PIK interest and equity warrants and other similar equity instruments issued in conjunction with these mezzanine loans. These loans typically will have interest-only payments in the early years, with amortization of principal deferred to the later years of the mezzanine loan term. Typically, our mezzanine loans will have maturities of three to five years. We will generally target fixed interest rates of 12% to 14%, payable currently in cash for our mezzanine loan investments with higher targeted total returns from equity warrants or PIK interest.

        We also pursue debt investments in Middle Market companies. Our Middle Market portfolio investments primarily consist of direct investments or secondary purchases of interest-bearing debt securities in privately held companies based in the United States that are generally larger in size than the companies included in our LMM portfolio. Our Middle Market portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date. The debt investments in our Middle Market portfolio have rights and protections that are similar to those in our LMM debt investments, which may include affirmative and negative covenants, default penalties, lien protection, change of control provisions, guarantees and equity pledges. The Middle Market debt investments generally have floating interest rates at LIBOR plus a margin, and are typically subject to LIBOR floors. As of March 31, 2015, substantially all of our Middle Market portfolio investments were in the form of debt investments, with approximately 85% of such debt investments at cost secured by first priority liens.

86


Table of Contents

        Our Private Loan portfolio investments primarily consist of investments in interest-bearing debt securities in companies that are consistent with the size of companies in our LMM portfolio or our Middle Market portfolio, but are investments which have been originated through strategic relationships with other investment funds on a collaborative basis. Our Private Loan portfolio debt investments are generally secured by either a first or second priority lien and typically have a term of between three and seven years from the original investment date. As of March 31, 2015, approximately 96% of our Private Loan portfolio investments were in the form of debt investments and approximately 87% of such debt investments at cost were secured by first priority liens on portfolio company assets.

        In connection with a portion of our LMM debt investments, we have historically received equity warrants to establish or increase our equity interest in the LMM portfolio company. Warrants we receive in connection with a LMM debt investment typically require only a nominal cost to exercise, and thus, as a LMM portfolio company appreciates in value, we may achieve additional investment return from this equity interest. We typically structure the warrants to provide provisions protecting our rights as a minority-interest holder, as well as secured or unsecured put rights, or rights to sell such securities back to the LMM portfolio company, upon the occurrence of specified events. In certain cases, we also may obtain registration rights in connection with these equity interests, which may include demand and "piggyback" registration rights.

        We also will seek to make direct equity investments in situations where it is appropriate to align our interests with key management and stockholders of our LMM portfolio companies, and to allow for participation in the appreciation in the equity values of our LMM portfolio companies. We usually make our direct equity investments in connection with debt investments. In addition, we may have both equity warrants and direct equity positions in some of our LMM portfolio companies. We seek to maintain fully diluted equity positions in our LMM portfolio companies of 5% to 50%, and may have controlling equity interests in some instances. We have a value orientation toward our direct equity investments and have traditionally been able to purchase our equity investments at reasonable valuations.

Investment Process

        Our investment committee is responsible for all aspects of our LMM investment process. The current members of our investment committee are Vincent D. Foster, our Chairman, President and Chief Executive Officer, Dwayne L. Hyzak, our Chief Operating Officer and Senior Managing Director, Curtis L. Hartman, our Chief Credit Officer and Senior Managing Director, and David Magdol, our Chief Investment Officer and Senior Managing Director.

        Our credit committee is responsible for all aspects of our Middle Market portfolio investment process. The current members of our credit committee are Messrs. Foster, Hartman and Rodger A. Stout, our Executive Vice President.

        Investment process responsibility for each Private Loan portfolio investment is delegated to either the investment committee or the credit committee based upon the nature of the investment and the manner in which it was originated. Similarly, the investment processes for each Private Loan portfolio investment, from origination to close and to eventual exit, will follow the processes for our LMM portfolio investments or our Middle Market portfolio investments as outlined below, or a combination thereof.

        Our investment strategy involves a "team" approach, whereby potential transactions are screened by several members of our investment team before being presented to the investment committee or the

87


Table of Contents

credit committee, as applicable. Our investment committee and credit committee each meet on an as needed basis depending on transaction volume. We generally categorize our investment process into seven distinct stages:

        Deal generation and origination is maximized through long-standing and extensive relationships with industry contacts, brokers, commercial and investment bankers, entrepreneurs, service providers such as lawyers, financial advisors, accountants and current and former portfolio companies and investors. Our investment team has focused its deal generation and origination efforts on LMM and Middle Market companies, and we have developed a reputation as a knowledgeable, reliable and active source of capital and assistance in these markets.

        During the screening process, if a transaction initially meets our investment criteria, we will perform preliminary due diligence, taking into consideration some or all of the following information:

        Upon successful screening of a proposed LMM transaction, the investment team makes a recommendation to our investment committee. If our investment committee concurs with moving forward on the proposed LMM transaction, we typically issue a non-binding term sheet to the company. For Middle Market portfolio investments, the initial term sheet is typically issued by the borrower, through the syndicating bank, and is screened by the investment team which makes a recommendation to our credit committee.

        For proposed LMM transactions, the non-binding term sheet will include the key economic terms based upon our analysis performed during the screening process as well as a proposed timeline and our qualitative expectation for the transaction. While the term sheet for LMM investments is non-binding, we typically receive an expense deposit in order to move the transaction to the due diligence phase. Upon execution of a term sheet, we begin our formal due diligence process.

        For proposed Middle Market transactions, the initial term sheet will include key economic terms and other conditions proposed by the borrower and its representatives and the proposed timeline for the investment, which are reviewed by our investment team to determine if such terms and conditions are in agreement with our investment objectives.

        Due diligence on a proposed LMM investment is performed by a minimum of two of our investment professionals, whom we refer to collectively as the investment team, and certain external resources, who together conduct due diligence to understand the relationships among the prospective

88


Table of Contents

portfolio company's business plan, operations and financial performance. Our LMM due diligence review includes some or all of the following:

        Due diligence on a proposed Middle Market investment is generally performed on materials and information obtained from certain external resources and assessed internally by a minimum of two of our investment professionals, who work to understand the relationships among the prospective portfolio company's business plan, operations and financial performance using the accumulated due diligence information. Our Middle Market due diligence review includes some or all of the following:

        During the due diligence process, significant attention is given to sensitivity analyses and how the company might be expected to perform given downside, base-case and upside scenarios. In certain cases, we may decide not to make an investment based on the results of the diligence process.

        Upon completion of a satisfactory due diligence review of a proposed LMM portfolio investment, the investment team presents the findings and a recommendation to our investment committee. The presentation contains information which can include, but is not limited to, the following:

89


Table of Contents

        Upon completion of a satisfactory due diligence review of a proposed Middle Market portfolio investment, the investment team presents the findings and a recommendation to our credit committee. The presentation contains information which can include, but is not limited to, the following:

        If any adjustments to the transaction terms or structures are proposed by the investment committee or credit committee, as applicable, such changes are made and applicable analyses are updated prior to approval of the transaction. Approval for the transaction must be made by the affirmative vote from a majority of the members of the investment committee or credit committee, as applicable, with the committee member managing the transaction, if any, abstaining from the vote. Upon receipt of transaction approval, we will re-confirm regulatory compliance, process and finalize all required legal documents, and fund the investment.

        We continuously monitor the status and progress of the portfolio companies. We generally offer managerial assistance to our portfolio companies, giving them access to our investment experience, direct industry expertise and contacts. The same investment team that was involved in the investment process will continue its involvement in the portfolio company post-investment. This provides for continuity of knowledge and allows the investment team to maintain a strong business relationship with key management of our portfolio companies for post-investment assistance and monitoring purposes. As part of the monitoring process of LMM portfolio investments, the investment team will analyze monthly and quarterly financial statements versus the previous periods and year, review financial projections, meet and discuss issues or opportunities with management, attend board meetings and review all compliance certificates and covenants. While we maintain limited involvement in the ordinary course operations of our LMM portfolio companies, we maintain a higher level of involvement in non-ordinary course financing or strategic activities and any non-performing scenarios. We also monitor the performance of our Middle Market portfolio investments; however, due to the larger size and higher sophistication level of these Middle Market companies in comparison to our LMM portfolio companies, it is not necessary or practical to have as much direct management interface.

90


Table of Contents

        We utilize an internally developed investment rating system to rate the performance of each LMM portfolio company and to monitor our expected level of returns on each of our LMM investments in relation to our expectations for the portfolio company. The investment rating system takes into consideration various factors, including, but not limited to, each investment's expected level of returns and the collectability of our debt investments, comparisons to competitors and other industry participants and the portfolio company's future outlook.

        All new LMM portfolio investments receive an initial 3 rating.

        The following table shows the distribution of our LMM portfolio investments on the 1 to 5 investment rating scale at fair value as of March 31, 2015 and December 31, 2014:

 
  As of March 31, 2015   As of December 31, 2014  
Investment Rating
  Investments at
Fair Value
  Percentage of
Total Portfolio
  Investments at
Fair Value
  Percentage of
Total Portfolio
 
 
  (in thousands, except percentages)
 

1

  $ 282,487     36.2 % $ 287,693     39.2 %

2

    168,539     21.7 %   133,266     18.2 %

3

    232,851     29.9 %   239,100     32.6 %

4

    83,116     10.7 %   61,475     8.4 %

5

    11,307     1.5 %   11,657     1.6 %

Total

  $ 778,300     100.0 % $ 733,191     100.0 %

        Based upon our investment rating system, the weighted-average rating of our LMM portfolio was approximately 2.2 as of both March 31, 2015 and December 31, 2014.

        As of March 31, 2015, our total Investment Portfolio had five investments with positive fair value on non-accrual status, which comprised approximately 1.2% of its fair value and 3.9% of its cost, and no fully impaired investments. As of December 31, 2014, our total Investment Portfolio had five investments with positive fair value on non-accrual status, which comprised approximately 1.7% of its fair value and 4.7% of its cost, and no fully impaired investments.

        While we generally exit most investments through the refinancing or repayment of our debt and redemption of our equity positions, we typically assist our LMM portfolio companies in developing and planning exit opportunities, including any sale or merger of our portfolio companies. We may also assist in the structure, timing, execution and transition of the exit strategy. The refinancing or repayment of Middle Market debt investments typically does not require our assistance due to the additional resources available to these larger, Middle Market companies.

91


Table of Contents

Determination of Net Asset Value and Investment Portfolio Valuation Process

        The most significant determination inherent in the preparation of our consolidated financial statements is the valuation of our Investment Portfolio and the related amounts of unrealized appreciation and depreciation. As of March 31, 2015 and December 31, 2014, our Investment Portfolio valued at fair value represented approximately 95% and 92% of our total assets, respectively. We are required to report our investments at fair value. We follow the provisions of FASB ASC 820, Fair Value Measurements and Disclosures ("ASC 820"). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. ASC 820 requires us to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact.

        Our portfolio strategy calls for us to invest primarily in illiquid debt and equity securities issued by private, LMM companies and more liquid debt securities issued by Middle Market companies that are generally larger in size than the LMM companies. We categorize some of our investments in LMM companies and Middle Market companies as Private Loan portfolio investments, which are primarily debt securities issued by companies that are consistent in size with either the LMM companies or Middle Market companies, but are investments which have been originated through strategic relationships with other investment funds on a collaborative basis. The structure, terms and conditions for these Private Loan investments are typically consistent with the structure, terms and conditions for the investments made in our LMM portfolio or Middle Market portfolio. Our portfolio also includes Other Portfolio investments which primarily consist of investments that are not consistent with the typical profiles for our LMM portfolio investments, Middle Market portfolio investments or Private Loan portfolio investments, including investments which may be managed by third parties. Our portfolio investments may be subject to restrictions on resale.

        LMM investments and Other Portfolio investments generally have no established trading market while Middle Market securities generally have established markets that are not active. Private Loan investments may include investments which have no established trading market or have established markets that are not active. We determine in good faith the fair value of our Investment Portfolio pursuant to a valuation policy in accordance with ASC 820 and a valuation process approved by our Board of Directors and in accordance with the 1940 Act. Our valuation policies and processes are intended to provide a consistent basis for determining the fair value of our Investment Portfolio.

        For LMM portfolio investments, we generally review external events, including private mergers, sales and acquisitions involving comparable companies, and include these events in the valuation process by using an enterprise value waterfall methodology ("Waterfall") for our LMM equity investments and an income approach using a yield-to-maturity model ("Yield-to-Maturity") for our LMM debt investments. For Middle Market portfolio investments, we primarily use quoted prices in the valuation process. We determine the appropriateness of the use of third-party broker quotes, if any, in determining fair value based on our understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer, the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company and other market indices. For Middle Market and Private Loan portfolio investments in debt securities for which we have determined that third-party quotes or other independent pricing are not available or appropriate, we generally estimate the fair value based on the assumptions that we believe hypothetical market participants would use to value the investment in a current hypothetical sale using the Yield-to-Maturity valuation method. For our Other Portfolio equity investments, we generally calculate the fair value of the investment primarily based on the net asset value ("NAV") of the fund. All of the valuation approaches for our portfolio investments estimate the value of the investment as if we were to sell, or exit, the investment as of the measurement date.

92


Table of Contents

        These valuation approaches consider the value associated with our ability to control the capital structure of the portfolio company, as well as the timing of a potential exit. For valuation purposes, "control" portfolio investments are composed of debt and equity securities in companies for which we have a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company's board of directors. For valuation purposes, "non-control" portfolio investments are generally composed of debt and equity securities in companies for which we do not have a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company's board of directors.

        Under the Waterfall valuation method, we estimate the enterprise value of a portfolio company using a combination of market and income approaches or other appropriate valuation methods, such as considering recent transactions in the equity securities of the portfolio company or third-party valuations of the portfolio company, and then perform a waterfall calculation by using the enterprise value over the portfolio company's securities in order of their preference relative to one another. The enterprise value is the fair value at which an enterprise could be sold in a transaction between two willing parties, other than through a forced or liquidation sale. Typically, private companies are bought and sold based on multiples of EBITDA, cash flows, net income, revenues, or in limited cases, book value. There is no single methodology for estimating enterprise value. For any one portfolio company, enterprise value is generally described as a range of values from which a single estimate of enterprise value is derived. In estimating the enterprise value of a portfolio company, we analyze various factors including the portfolio company's historical and projected financial results. The operating results of a portfolio company may include unaudited, projected, budgeted or pro forma financial information and may require adjustments for non-recurring items or to normalize the operating results that may require significant judgment in our determination. In addition, projecting future financial results requires significant judgment regarding future growth assumptions. In evaluating the operating results, we also analyze the impact of exposure to litigation, loss of customers or other contingencies. After determining the appropriate enterprise value, we allocate the enterprise value to investments in order of the legal priority of the various components of the portfolio company's capital structure. In applying the Waterfall valuation method, we assume the loans are paid off at the principal amount in a change in control transaction and are not assumed by the buyer, which we believe is consistent with our past transaction history and standard industry practices.

        Under the Yield-to-Maturity valuation method, we use the income approach to determine the fair value of debt securities, based on projections of the discounted future free cash flows that the debt security will likely generate, including analyzing the discounted cash flows of interest and principal amounts for the debt security, as set forth in the associated loan agreements, as well as the financial position and credit risk of each of these portfolio investments. Our estimate of the expected repayment date of our debt securities is generally the legal maturity date of the instrument, as we generally intend to hold our loans and debt securities to maturity. The Yield-to-Maturity analysis considers changes in leverage levels, credit quality, portfolio company performance and other factors. We will use the value determined by the Yield-to-Maturity analysis as the fair value for that security; however, because of our general intent to hold our loans to maturity, the fair value will not exceed the principal amount of the debt security valued using the Yield-to-Maturity valuation method. A change in the assumptions that we use to estimate the fair value of our debt securities using the Yield-to-Maturity valuation method could have a material impact on the determination of fair value. If there is deterioration in credit quality or if a debt security is in workout status, we may consider other factors in determining the fair value of the debt security, including the value attributable to the debt security from the enterprise value of the portfolio company or the proceeds that would most likely be received in a liquidation analysis.

        Under the NAV valuation method, for an investment in an investment fund that does not have a readily determinable fair value, we measure the fair value of the investment predominately based on the NAV of the investment fund as of the measurement date. However, in determining the fair value of

93


Table of Contents

the investment, we may consider whether adjustments to the NAV are necessary in certain circumstances, based on the analysis of any restrictions on redemption of our investment as of the measurement date, recent actual sales or redemptions of interests in the investment fund, and expected future cash flows available to equity holders, including the rate of return on those cash flows compared to an implied market return on equity required by market participants, or other uncertainties surrounding our ability to realize the full NAV of our interests in the investment fund.

        Pursuant to our internal valuation process and the requirements under the 1940 Act, we perform valuation procedures on our portfolio investments quarterly. In addition to our internal valuation process, in determining the estimates of fair value for our investments in LMM portfolio companies, we, among other things, consult with a nationally recognized independent financial advisory services firm. The nationally recognized independent financial advisory services firm analyzes and provides observations and recommendations regarding the Company's determinations of the fair value of its LLM portfolio company investments. The nationally recognized independent financial advisory services firm is generally consulted relative to our investments in each LMM portfolio company at least once in every calendar year, and for our investments in new LMM portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, we may determine that it is not cost-effective, and as a result is not in our stockholders' best interest, to consult with the nationally recognized independent financial advisory services firm on our investments in one or more LMM portfolio companies. Such instances include, but are not limited to, situations where the fair value of our investment in a LMM portfolio company is determined to be insignificant relative to the total Investment Portfolio. We consulted with our independent financial advisory services firm in arriving at our determination of fair value on our investments in a total of 15 LMM portfolio companies for the three months ended March 31, 2015, representing approximately 23% of the total LMM portfolio at fair value as of March 31, 2015, and on a total of 17 LMM portfolio companies for the three months ended March 31, 2014, representing approximately 29% of the total LMM portfolio at fair value as of March 31, 2014. Excluding our investments in new LMM portfolio companies which have not been in the Investment Portfolio for at least twelve months subsequent to the initial investment as of March 31, 2015 and 2104, as applicable, and our investments in the LMM portfolio companies that were not reviewed because their equity is publicly traded, the percentage of the LMM portfolio reviewed by our independent financial advisory services firm for the three months ended March 31, 2015 and 2014 was 27% and 32% of the total LMM portfolio at fair value as of March 31, 2015 and 2014, respectively.

        For valuation purposes, all of our Middle Market portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, we use observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. For Middle Market portfolio investments for which we have determined that third-party quotes or other independent pricing are not available or appropriate, we generally estimate the fair value based on the assumptions that we believe hypothetical market participants would use to value such Middle Market debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Middle Market equity investments in a current hypothetical sale using the Waterfall valuation method. The Company does not generally consult with any financial advisory services firms in connection with determining the fair value of its Middle Market debt investments.

        For valuation purposes, all of our Private Loan portfolio investments are non-control investments. For Private Loan portfolio investments for which we have determined that third-party quotes or other independent pricing are not available or appropriate, we generally estimate the fair value based on the assumptions that we believe hypothetical market participants would use to value such Private Loan debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Private Loan equity investments in a current hypothetical sale using the Waterfall valuation method.

94


Table of Contents

        For valuation purposes, all of our Other Portfolio investments are non-control investments. Our Other Portfolio investments comprised approximately 3.4% and 3.8%, respectively, of our Investment Portfolio at fair value as of March 31, 2015 and December 31, 2014. Similar to the LMM investment portfolio, market quotations for Other Portfolio equity investments are generally not readily available. For our Other Portfolio equity investments, we generally determine the fair value of our investments using the NAV valuation method. For Other Portfolio debt investments, we generally determine the fair value of these investments through obtaining third-party quotes or other independent pricing to the extent that these inputs are available and appropriate to determine fair value. For Other Portfolio debt investments for which we have determined that third-party quotes or other independent pricing are not available or appropriate, we generally estimate the fair value based on the assumptions that we believe hypothetical market participants would use to value such Other Portfolio debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method.

        For valuation purposes, our investment in the External Investment Manager is a control investment. Market quotations are not readily available for this investment, and as a result, we determine the fair value of the External Investment Manager using the Waterfall valuation method under the market approach. In estimating the enterprise value, we analyze various factors, including the entity's historical and projected financial results, as well as its size, marketability and performance relative to the population of market multiples. This valuation approach estimates the value of the investment as if we were to sell, or exit, the investment. In addition, we consider the value associated with our ability to control the capital structure of the company, as well as the timing of a potential exit.

        Due to the inherent uncertainty in the valuation process, our determination of fair value for our Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. We determine the fair value of each individual investment and record changes in fair value as unrealized appreciation or depreciation.

        Our Board of Directors has the final responsibility for overseeing, reviewing and approving, in good faith, our determination of the fair value for our Investment Portfolio and our valuation procedures, consistent with 1940 Act requirements. We believe our Investment Portfolio as of March 31, 2015 and 2014 approximates fair value as of those dates based on the markets in which we operate and other conditions in existence on those reporting dates.

        As described below, we undertake a multi-step valuation process each quarter in connection with determining the fair value of our investments, with our Board of Directors having final responsibility for overseeing, reviewing and approving, in good faith, our determination of the fair value for our Investment Portfolio and our valuation methodologies and procedures, consistent with 1940 Act requirements. In addition, the Audit Committee of our Board of Directors periodically evaluates the performance and methodologies of the financial advisory services firm that we consult in connection with valuing our LLM portfolio company investments.

95


Table of Contents

        Determination of fair value involves subjective judgments and estimates. The notes to our financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our financial results and financial condition.

Competition

        We compete for investments with a number of investment funds (including private equity funds, mezzanine funds, BDCs, and SBICs), as well as traditional financial services companies such as commercial banks and other sources of financing. Many of the entities that compete with us are larger and have more resources available to them. We believe we are able to be competitive with these entities primarily on the basis of our focus toward the underserved LMM, the experience and contacts of our management team, our responsive and efficient investment analysis and decision-making processes, our comprehensive suite of customized financing solutions and the investment terms we offer.

        We believe that some of our competitors make senior secured loans, junior secured loans and subordinated debt investments with interest rates and returns that are comparable to or lower than the rates and returns that we target. Therefore, we do not seek to compete primarily on the interest rates and returns that we offer to potential portfolio companies. For additional information concerning the competitive risks we face, see "Risk Factors—Risks Related to Our Business and Structure—We may face increasing competition for investment opportunities".

Employees

        As of March 31, 2015, we had 38 employees. These employees include investment and portfolio management professionals, operations professionals and administrative staff. As necessary, we will hire additional investment professionals and administrative personnel. All of our employees are located in our Houston, Texas office.

Properties

        We do not own any real estate or other physical properties materially important to our operations. Currently, we lease office space in Houston, Texas for our corporate headquarters.

Legal Proceedings

        We may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of any current legal

96


Table of Contents

proceedings cannot at this time be predicted with certainty, we do not expect any current matters will materially affect our financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.

97


Table of Contents


PORTFOLIO COMPANIES

        The following table sets forth certain unaudited information as of March 31, 2015, for the portfolio companies in which we had a debt or equity investment. Other than these investments, our only formal relationships with our portfolio companies are the managerial assistance ancillary to our investments and the board observer or participation rights we may receive. As of March 31, 2015, none of our portfolio company investments constituted five percent or more of our total assets. The following table excludes our investments in marketable securities and idle funds investments.

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Control Investments(5)

 

 

 

 

                   

                           

ASC Interests, LLC
16500 Westheimer Parkway
Houston, TX 77082

 

Recreational and Educational Shooting Facility

 

 

                   

     

11% Secured Debt (Maturity—July 31, 2018)

  $ 2,925   $ 2,882   $ 2,925  

     

Member Units (1,500 units)(8)

          1,500     2,140  

                  4,382     5,065  

                           

Bond-Coat, Inc.
11901 West CR 125
Odessa, TX 79765

 

Casing and Tubing Coating Services

 

 

                   

     

12% Secured Debt (Maturity—December 28, 2017)

    11,596     11,498     11,596  

     

Common Stock (57,508 shares)

          6,350     10,210  
   

 

 

 

               

                  17,848     21,806  

                           

Café Brazil, LLC
202 West Main Street, Ste. 100
Allen, TX 75013

 

Casual Restaurant Group

 

 

                   

     

Member Units (1,233 units)(8)

          1,742     6,980  

                           

California Healthcare Medical Billing, Inc.
1121 E. Washington Ave.
Escondido, CA 92025

 

Outsourced Billing and Revenue Cycle Management

 

 

                   

     

9% Secured Debt (Maturity—October 17, 2016)

    8,612     8,495     8,612  

     

Warrants (466,947 equivalent shares)

          1,193     3,480  

     

Common Stock (207,789 shares)

          1,177     1,460  
   

 

 

 

               

                  10,865     13,552  

                           

CBT Nuggets, LLC
44 Club Rd., Ste. 150
Eugene, OR 97401

 

Produces and Sells IT Training Certification Videos

 

 

                   

     

Member Units (416 units)(8)

          1,300     29,950  

                           

98


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Ceres Management, LLC (Lambs)
11675 Jollyville Rd., Ste. 300
Austin, TX 78759

 

Aftermarket Automotive Services Chain

 

 

                   

     

14% Secured Debt (Maturity—May 31, 2018)

    3,827     3,827     3,827  

     

Class B Member Units (12% cumulative)(8)

          4,170     4,170  

     

Member Units (5,460 units)

          5,273     2,630  

     

9.5% Secured Debt (Lamb's Real Estate Investment I, LLC) (Maturity—October 1, 2025)

    955     955     955  

     

Member Units (Lamb's Real Estate Investment I, LLC) (1,000 units)(8)

          625     1,240  
   

 

 

 

               

                  14,850     12,822  

                           

CMS Minerals, LLC
1300 Post Oak Blvd, Eighth Floor
Houston, TX 77056

 

Oil & Gas Exploration & Production

 

 

                   

     

Preferred Member Units (458,461 units)(8)

          3,725     3,725  

                           

Datacom, LLC
100 Enterprise Boulevard
Lafayette, LA 70506

 

Technology and Telecommunications Provider

 

 

                   

     

10.5% Secured Debt (Maturity—May 31, 2019)

    11,205     11,108     11,108  

     

Preferred Member Units (6,453 units)

          6,030     6,030  
   

 

 

 

               

                  17,138     17,138  

                           

Garreco, LLC
430 Hiram Rd.
Heber Springs, AR 72543

 

Manufacturer and Supplier of Dental Products

 

 

                   

     

14% Secured Debt (Maturity—January 12, 2018)

    5,400     5,325     5,325  

     

Member Units (1,200 units)(8)

          1,200     1,470  

                  6,525     6,795  

                           

GRT Rubber Technologies, LLC
201 Dana Dr.
Paragould, AR 72450

 

Engineered Rubber Product Manufacturer

 

 

                   

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—December 19, 2019)(9)

    16,750     16,591     16,591  

     

Member Units (5,879 units)(8)

          13,065     13,065  
   

 

 

 

               

                  29,656     29,656  

                           

Gulf Manufacturing, LLC
1221 Indiana St.
Humble, TX 77396

 

Manufacturer of Specialty Fabricated Industrial Piping Products

 

 

                   

     

9% PIK Secured Debt (Ashland Capital IX, LLC) (Maturity—June 30, 2017)

    744     744     744  

     

Member Units (438 units)(8)

          2,980     16,540  

                  3,724     17,284  

99


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Harrison Hydra-Gen, Ltd.
10827 Tower Oaks Blvd.
Houston, TX 77070

 

Manufacturer of Hydraulic Generators

 

 

                   

     

12% Secured Debt (Maturity—June 4, 2015)

    5,010     4,974     5,010  

     

Preferred Stock (8% cumulative)(8)

          1,286     1,286  

     

Common Stock (107,456 shares)

          718     2,020  
   

 

 

 

               

                  6,978     8,316  

                           

Hawthorne Customs and Dispatch Services, LLC
9370 Wallisville Rd
Houston, TX 77013

 

Facilitator of Import Logistics, Brokerage, and Warehousing

 

 

                   

     

Member Units (500 units)(8)

          589     580  

     

Member Units (Wallisville Real Estate, LLC) (588,210 units)(8)

          1,215     2,220  

                  1,804     2,800  

                           

Hydratec, Inc.
325 Road 192
Delano, CA 93215

 

Designer and Installer of Micro-Irrigation Systems

 

 

                   

     

Common Stock (7,095 shares)(8)

          7,095     13,720  

                           

IDX Broker, LLC
1551 Pearl Street
Eugene, OR 97401

 

Provider of Marketing and CRM Tools for the Real Estate Industry

 

 

                   

     

LIBOR Plus 6.50% (Floor 1.50%), Current Coupon 8.00%, Secured Debt (Maturity—November 18, 2018)(9)

    125     125     125  

     

12.5% Secured Debt (Maturity—November 18, 2018)

    11,350     11,267     11,350  

     

Member Units (5,400 units)

          5,606     6,027  

                  16,998     17,502  

                           

Impact Telecom, Inc.
9250 E Costilla Ave Suite 400
Greenwood Village, CO 80112

 

Telecommunications Services Provider

 

 

                   

     

LIBOR Plus 6.50% (Floor 2.00%), Current Coupon 8.50%, Secured Debt (Maturity—May 31, 2018)(9)

    1,575     1,570     1,570  

     

13% Secured Debt (Maturity—May 31, 2018)

    22,500     15,698     15,698  

     

Warrants (5,516,667 equivalent shares)

          8,000     4,160  
   

 

 

 

               

                  25,268     21,428  

                           

Indianapolis Aviation Partners, LLC
8501 Telephone Road
Houston, TX 77061

 

Fixed Base Operator

 

 

                   

     

15% Secured Debt (Maturity—January 15, 2016)

    3,100     3,100     3,100  

     

Warrants (1,046 equivalent units)

          1,129     2,540  

                  4,229     5,640  

                           

100


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Jensen Jewelers of Idaho, LLC
130 Second Avenue North
Twin Falls, ID 83301

 

Retail Jewelry Store

 

 

                   

     

Prime Plus 6.75% (Floor 2.00%), Current Coupon 10.00%, Secured Debt (Maturity—November 14, 2016)(9)

    4,505     4,452     4,505  

     

Member Units (627 units)(8)

          811     3,580  
   

 

 

 

               

                  5,263     8,085  

                           

Lighting Unlimited, LLC
4125 Richmond Ave
Houston, TX 77027

 

Commercial and Residential Lighting Products and Design Services

 

 

                   

     

8% Secured Debt (Maturity—August 22, 2015)

    1,514     1,514     1,514  

     

Preferred Equity (non-voting)

          434     434  

     

Warrants (71 equivalent units)

          54     40  

     

Member Units (700 units)(8)

          100     420  

                  2,102     2,408  

                           

Marine Shelters Holdings, LLC
(LoneStar Marine Shelters)
6800 Harborside Dr.
Galveston, TX 77554

 

Fabricator of Marine and Industrial Shelters

 

 

                   

     

12% Secured Debt (Maturity—December 28, 2017)

    10,250     10,122     10,122  

     

Preferred Member Units (2,669 units)

          3,750     3,750  
   

 

 

 

               

                  13,872     13,872  

                           

Mid-Columbia Lumber Products, LLC
380 NW Adler St
Madras, OR 97741

 

Manufacturer of Finger-Jointed Lumber Products

 

 

                   

     

10% Secured Debt (Maturity—December 18, 2017)

    1,750     1,750     1,750  

     

12% Secured Debt (Maturity—December 18, 2017)

    3,900     3,900     3,900  

     

Member Units (2,829 units)(8)

          1,244     7,550  

     

9.5% Secured Debt (Mid—Columbia Real Estate, LLC) (Maturity—May 13, 2025)

    915     915     915  

     

Member Units (Mid—Columbia Real Estate, LLC) (250 units)(8)

          250     550  

                  8,059     14,665  

                           

MSC Adviser I, LLC (16)
1300 Post Oak Boulevard, Suite 800
Houston, TX 77056

 

Third Party Investment Advisory Services

 

 

                   

     

Member Units (Fully diluted 100.0%)(8)

              24,840  

                           

Mystic Logistics, Inc.
2187 NW London Tpke
South Glastonbury, CT 06073

 

Logistics and Distribution Services Provider for Large Volume Mailers

 

 

                   

     

12% Secured Debt (Maturity—August 15, 2019)

    10,000     9,799     10,000  

     

Common Stock (5,873 shares)

          2,720     6,160  

                  12,519     16,160  

                           

101


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

NAPCO Precast, LLC
6949 Low Bid Lane
San Antonio, TX 78250

 

Precast Concrete Manufacturing

 

 

                   

     

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—September 1, 2015)(9)

    625     619     625  

     

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—February 1, 2016)(9)

    2,923     2,917     2,923  

     

18% Secured Debt (Maturity—February 1, 2016)

    4,468     4,446     4,468  

     

Member Units (2,955 units)(8)

          2,975     7,820  
   

 

 

 

               

                  10,957     15,836  

                           

NRI Clinical Research, LLC
2010 Wilshire Blvd
Los Angeles, CA 90057

 

Clinical Research Service Provider

 

 

                   

     

14% Secured Debt (Maturity—September 8, 2017)

    4,771     4,676     4,676  

     

Warrants (251,723 equivalent units)

          252     160  

     

Member Units (671,233 units)

          671     722  

                  5,599     5,558  

                           

NRP Jones, LLC
210 Philadelphia St
LaPorte, IN 46350

 

Manufacturer of Hoses, Fittings and Assemblies

 

 

                   

     

12% Secured Debt (Maturity—December 22, 2016)

    13,400     12,933     12,933  

     

Warrants (14,331 equivalent units)

          817     810  

     

Member Units (50,877 units)(8)

          2,900     2,730  
   

 

 

 

               

                  16,650     16,473  

                           

OMi Holdings, Inc.
1515 E I-30 Service Road
Royse City, TX 75189

 

Manufacturer of Overhead Cranes

 

 

                   

     

Common Stock (1,500 shares)(8)

          1,080     13,420  

                           

Pegasus Research Group, LLC (Televerde)
4636 E. University Drive
Phoenix, AZ 85034

 

Provider of Telemarketing and Data Services

 

 

                   

     

Member Units (460 units)(8)

          1,290     6,490  

                           

PPL RVs, Inc.
10777 Southwest Freeway
Houston, TX 77074

 

Recreational Vehicle Dealer

 

 

                   

     

11.1% Secured Debt (Maturity—June 10, 2015)

    9,960     9,954     9,960  

     

Common Stock (1,962 shares)

          2,150     8,430  

                  12,104     18,390  

                           

102


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Principle Environmental, LLC
201 W. Ranch Court
Weatherford, TX 76088

 

Noise Abatement Service Provider

 

 

                   

     

12% Secured Debt (Maturity—April 30, 2017)

    4,060     3,866     4,060  

     

12% Current / 2% PIK Secured Debt (Maturity—April 30, 2017)

    3,261     3,247     3,261  

     

Preferred Member Units (19,631 units)

          4,663     9,560  

     

Warrants (1,036 equivalent units)

          1,200     530  
   

 

 

 

               

                  12,976     17,411  

                           

River Aggregates, LLC
PO Box 8609
The Woodlands, TX 77387

 

Processor of Construction Aggregates

 

 

                   

     

Zero Coupon Secured Debt (Maturity—June 30, 2018)

    750     509     509  

     

12% Secured Debt (Maturity—June 30, 2018)

    500     500     500  

     

Member Units (1,150 units)(8)

          1,150     3,190  

     

Member Units (RA Properties, LLC) (1,500 units)

          369     430  

                  2,528     4,629  

                           

SoftTouch Medical Holdings, LLC
1800 Sandy Plains Ind Pkwy NE #224
Marietta, GA 30066

 

Home Provider of Pediatric Durable Medical Equipment

 

 

                   

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—October 31, 2019)(9)

    8,500     8,421     8,421  

     

Member Units (4,526 units)

          5,015     5,015  
   

 

 

 

               

                  13,436     13,436  

                           

Southern RV, LLC
3625 Bossier City
Bossier City, LA 71112

 

Recreational Vehicle Dealer

 

 

                   

     

13% Secured Debt (Maturity—August 8, 2018)

    11,400     11,273     11,400  

     

Member Units (1,680 units)(8)

          1,680     5,810  

     

13% Secured Debt (Southern RV Real Estate, LLC) (Maturity—August 8, 2018)

    3,250     3,214     3,250  

     

Member Units (Southern RV Real Estate, LLC) (480 units)

          480     540  

                  16,647     21,000  

                           

The MPI Group, LLC
319 North Hills Road
Corbin, KY 40701

 

Manufacturer of Custom Hollow Metal Doors, Frames and Accessories

 

 

                   

     

9% Secured Debt (Maturity—October 2, 2018)

    2,724     2,724     2,724  

     

Series A Preferred Units (2,500 units; 10% Cumulative)

          2,500     980  

     

Warrants (1,424 equivalent units)

          1,096      

     

Member Units (MPI Real Estate Holdings, LLC) (100% Fully diluted)(8)

          2,300     2,230  
   

 

 

 

               

                  8,620     5,934  

                           

103


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Travis Acquisition, LLC
13955 FM 529 Rd
Houston, TX 77041

 

Manufacturer of Aluminum Trailers

 

 

                   

     

12% Secured Debt (Maturity—August 30, 2018)

    4,578     4,510     4,578  

     

Member Units (7,282 units)

          7,100     13,650  

                  11,610     18,228  

                           

Uvalco Supply, LLC
2521 E. Main St.
Uvalde, TX 78801

 

Farm and Ranch Supply Store

 

 

                   

     

9% Secured Debt (Maturity—January 1, 2019)

    1,659     1,659     1,659  

     

Member Units (1,006 units)(8)

          1,113     3,350  
   

 

 

 

               

                  2,772     5,009  

                           

Vision Interests, Inc.
6630 Arroyo Springs St., Ste. 600
Las Vegas, NV 89113

 

Manufacturer / Installer of Commercial Signage

 

 

                   

     

13% Secured Debt (Maturity—December 23, 2016)

    3,204     3,174     3,174  

     

Series A Preferred Stock (3,000,000 shares)

          3,000     3,550  

     

Common Stock (1,126,242 shares)

          3,706     210  

                  9,880     6,934  

                           

Ziegler's NYPD, LLC
13901 North 73rd St., #219
Scottsdale, AZ 85260

 

Casual Restaurant Group

 

 

                   

     

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—October 1, 2018)(9)

    1,500     1,491     1,491  

     

9% Current / 9% PIK Secured Debt (Maturity—October 1, 2018)

    5,509     5,509     4,880  

     

Warrants (587 equivalent units)

          600      

     

Member units (480 units)

          75      
   

 

 

 

               

                  7,675     6,371  
   

 

 

 

               

Subtotal Control Investments

        $ 349,766   $ 489,328  

Affiliate Investments(6)

 

 

 

 

   
 
   
 
   
 
 

                           

AFG Capital Group, LLC
900 McDuff Avenue
Grandview, TX 76050

 

Provider of Rent-to-Own Financing Solutions and Services

 

 

                   

     

11% Secured Debt (Maturity—November 7, 2019)

  $ 11,760   $ 11,376   $ 11,376  

     

Warrants (42 equivalent units)

          259     259  

     

Member Units (186 units)

          1,200     1,200  

                  12,835     12,835  

                           

Boss Industries, LLC
1761 Genesis Drive
LaPorte, IN 46350

 

Manufacturer and Distributor of Air Compressors, Auxiliary Power Units, Gas Booster Systems and Vapor Recovery Systems

 

 

                   

     

Preferred Member Units (2,242 units)(8)

          2,000     2,000  

                           

104


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Bridge Capital Solutions Corporation
300 Motor Parkway, Suite 215
Hauppauge, NY 11788

 

Financial Services and Cash Flow Solutions Provider

 

 

                   

     

13% Secured Debt (Maturity—April 18, 2017)

    6,000     5,852     5,852  

     

Warrants (19 equivalent shares)

          200     860  

                  6,052     6,712  

                           

Brightwood Capital Fund III, LP(12)(13)
1540 Broadway, 23rd Floor
New York, NY 10036

 

Investment Partnership

 

 

                   

     

LP Interests (Brightwood Capital Fund III, LP) (Fully diluted 2.3%)(8)

          4,524     4,524  

                           

CAI Software, LLC
36 Thurber Boulevard
Smithfield, RI 02917

 

Provider of Specialized Enterprise Resource Planning Software

 

 

                   

     

12% Secured Debt (Maturity—October 10, 2019)

    5,400     5,350     5,350  

     

Member Units (65,356 units)

          654     654  

                  6,004     6,004  

                           

Condit Exhibits, LLC
5151 Bannock St
Denver, CO 80435

 

Tradeshow Exhibits / Custom Displays Provider

 

 

                   

     

Member Units (3,936 units)(8)

          100     610  

                           

Congruent Credit Opportunities Funds(12)(13)
3131 McKinney Ave., Suite 850
Dallas, TX 75204

 

Investment Partnership

 

 

                   

     

LP Interests (Congruent Credit Opportunities Fund II, LP) (Fully diluted 19.8%)(8)

          17,169     16,879  

     

LP Interests (Congruent Credit Opportunities Fund III, LP) (Fully diluted 17.4%)(8)

          9,450     9,450  

                  26,619     26,329  

                           

Daseke, Inc.
15455 Dallas Parkway, Ste. 400
Addison, TX 75001

 

Specialty Transportation Provider

 

 

                   

     

12% Current / 2.5% PIK Secured Debt (Maturity—July 31, 2018)

    20,853     20,548     20,853  

     

Common Stock (19,467 shares)

          5,213     17,460  
   

 

 

 

               

                  25,761     38,313  

                           

Dos Rios Partners(12)(13)
3411 Richmond Avenue, Suite 420
Houston, TX 77046

 

Investment Partnership

 

 

                   

     

LP Interests (Dos Rios Partners, LP) (Fully diluted 20.2%)(8)

          2,325     2,325  

     

LP Interests (Dos Rios Partners—A, LP) (Fully diluted 6.4%)(8)

          738     738  

                  3,063     3,063  

                           

105


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

East Teak Fine Hardwoods, Inc.
1106 Drake Road
Donalds, SC 29638

 

Distributor of Hardwood Products

 

 

                   

     

Common Stock (5,000 shares)(8)

          480     860  

                           

East West Copolymer & Rubber, LLC
5955 Scenic Highway
Baton Rouge, LA 70805

 

Manufacturer of Synthetic Rubbers

 

 

                   

     

12% Secured Debt (Maturity—October 17, 2019)

    9,600     9,442     9,442  

     

Warrants (1,823,278 equivalent units)

          50     50  

                  9,492     9,492  

                           

Freeport Financial SBIC Fund, LP(12)(13)
300 N. La Salle Street, Suite 5300
Chicago, Il 60654

 

Investment Partnership

 

 

                   

     

LP Interests (Fully diluted 9.9%)(8)

          5,140     5,140  

                           

Gault Financial, LLC (RMB Capital, LLC)
409 Bearden Circle
Knoxville, TN 37919

 

Purchases and Manages Liquidation of Distressed Assets

 

 

                   

     

10% Secured Debt (Maturity—November 21, 2016)

    13,046     12,784     10,818  

     

Warrants (29,025 equivalent units)

          400      

                  13,184     10,818  

                           

Glowpoint, Inc.
430 Mountain Avenue, Ste. 301
Murray Hill, NJ 07974

 

Provider of Cloud Managed Video Collaboration Services

 

 

                   

     

8% Secured Debt (Maturity—October 18, 2018)

    400     396     396  

     

12% Secured Debt (Maturity—October 18, 2018)

    9,000     8,914     8,914  

     

Common Stock (7,711,517 shares)

          3,958     6,830  
   

 

 

 

               

                  13,268     16,140  

                           

Guerdon Modular Holdings, Inc.
5556 S Federal Way
Boise, ID 83716

 

Multi-Family and Commercial Modular Construction Company

 

 

                   

     

11% Secured Debt (Maturity—August 13, 2019)

    11,200     11,051     11,051  

     

Common Stock (170,577 shares)

          2,400     2,400  

                  13,451     13,451  

                           

Houston Plating and Coatings, LLC
1315 Georgia St
South Houston, TX 77587

 

Provider of Plating and Industrial Coating Services

 

 

                   

     

Member Units (248,082 units)(8)

          996     11,470  

                           

106


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Indianhead Pipeline Services, LLC
13167 County Hwy 00
Chippewa Falls, WI 54729

 

Provider of Pipeline Support Services

 

 

                   

     

12% Secured Debt (Maturity—February 6, 2017)

    6,675     6,432     6,432  

     

Preferred Member Units (28,905 units; 8% cumulative)(8)

          2,013     2,013  

     

Warrants (38,193 equivalent units)

          459      

     

Member Units (14,732 units)

          1      

                  8,905     8,445  

                           

irth Solutions, LLC
5009 Horizons Drive
Columbus, OH 43220

 

Provider of Damage Prevention Information Technology Services

 

 

                   

     

Member Units (128 units)(8)

          624     4,010  

                           

KBK Industries, LLC
East Hwy 96
Rush Center, KS 67575

 

Specialty Manufacturer of Oilfield and Industrial Products

 

 

                   

     

12.5% Secured Debt (Maturity—September 28, 2017)

    7,950     7,904     7,950  

     

Member Units (250 units)(8)

          341     4,880  

                  8,245     12,830  

                           

L.F. Manufacturing Holdings, LLC(10)
P.O. Box 578
Giddings, TX 78942

 

Manufacturer of Fiberglass Products

 

 

                   

     

Member Units (2,000,000 units)(8)

          2,019     2,374  

                           

MPS Denver, LLC
7025 South Fulton Street, Suite 100
Centennial, CO 80112

 

Specialty Card Printing

 

 

                   

     

Member Units (13,800 units)

          1,130     1,130  

                           

OnAsset Intelligence, Inc.
3080 Story Road West
Irving, TX 75038

 

Provider of Transportation Monitoring / Tracking Products and Services

 

 

                   

     

12% PIK Secured Debt (Maturity—May 31, 2015)

    3,658     3,658     3,658  

     

Preferred Stock (912 shares; 7% cumulative)(8)

          1,981     2,734  

     

Warrants (5,333 equivalent shares)

          1,919      
   

 

 

 

               

                  7,558     6,392  

                           

OPI International Ltd.(13)
4545 Post Oak Place Drive
Houston, TX 77027

 

Provider of Man Camp and Industrial Storage Services

 

 

                   

     

Common Stock (20,766,317 shares)

          1,371     3,200  

                           

PCI Holding Company, Inc.
12201 Magnolia Avenue
Riverside, CA 92503

 

Manufacturer of Industrial Gas Generating Systems

 

 

                   

     

Preferred Stock (1,500,000 shares; 20% cumulative)(8)

          2,374     4,970  

                           

107


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Quality Lease and Rental Holdings, LLC
501 East Kennedy Blvd, Suite 801
Tampa, FL 33602

 

Provider of Rigsite Accommodation Unit Rentals and Related Services

 

 

                   

     

8% Secured Debt (Maturity—October 1, 2014)(14)(18)

    157     157     157  

     

8% Secured Debt (Maturity—June 15, 2015)(14)(18)

    150     150     150  

     

12% Secured Debt (Maturity—January 8, 2018)(14)(18)

    36,577     36,073     11,000  

     

Preferred Member Units (Rocaciea, LLC) (250 units)

          2,500      

                  38,880     11,307  

                           

Radial Drilling Services, Inc.
4921 Spring Cypress
Spring, TX 77379

 

Oil and Gas Technology Provider

 

 

                   

     

12% Secured Debt (Maturity—November 22, 2016)

    4,200     3,838     2,870  

     

Warrants (316 equivalent shares)

          758      
   

 

 

 

               

                  4,596     2,870  

                           

Samba Holdings, Inc.
1730 Montano Road NW, Suite F
Albuquerque, NM 87107

 

Provider of Intelligent Driver Record Monitoring Software and Services

 

 

                   

     

12.5% Secured Debt (Maturity—November 17, 2016)

    26,304     26,102     26,304  

     

Common Stock (170,963 shares)

          2,087     8,130  

                  28,189     34,434  

                           

SYNEO, LLC
3601 Galaznik Rd
Angleton, TX 77515

 

Manufacturer of Automation Machines, Specialty Cutting Tools and Punches

 

 

                   

     

12% Secured Debt (Maturity—July 13, 2016)

    2,700     2,678     2,678  

     

10% Secured Debt (Leadrock Properties, LLC) (Maturity—May 4, 2026)

    1,440     1,415     1,415  
   

 

 

 

               

                  4,093     4,093  

                           

Tin Roof Acquisition Company
1516 Demonbreun Street
Nashville, TN 37203

 

Casual Restaurant Group

 

 

                   

     

12% Secured Debt (Maturity—November 30, 2018)

    14,100     13,873     13,873  

     

Class C Preferred Stock (Fully diluted 10.0%; 10% cumulative)(8)

          2,297     2,297  

                  16,170     16,170  

Subtotal Affiliate Investments

        $ 267,123   $ 279,986  
   

 

 

 

               

108


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Non-Control/Non-Affiliate
Investments(7)

 

 

                   

                           

Allflex Holdings III, Inc.(11)
2805 East 14th Street
Dallas, TX 75261

 

Manufacturer of Livestock Identification Products

 

 

                   

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—July 19, 2021)(9)

  $ 10,150   $ 10,079   $ 10,188  

                           

AM General, LLC(11)
105 N. Niles Ave.
South Bend, IN 46634

 

Specialty Vehicle Manufacturer

 

 

                   

     

LIBOR Plus 9.00% (Floor 1.25%), Current Coupon 10.25%, Secured Debt (Maturity—March 22, 2018)(9)

    2,256     2,211     2,087  

                           

AM3 Pinnacle Corporation(10)
900 Commerce Dr., Ste. 200
Oak Brook, IL 60523

 

Provider of Comprehensive Internet, TV and Voice Services for Multi-Dwelling Unit Properties

 

 

                   

     

10% Secured Debt (Maturity—October 22, 2018)

    21,002     20,870     20,870  

     

Common Stock (60,240 shares)

          2,000      

                  22,870     20,870  

                           

AmeriTech College, LLC
12257 Business Park Dr, Ste. 108
Draper, UT 84020

 

For-Profit Nursing and Healthcare College

 

 

                   

     

10% Secured Debt (Maturity—November 30, 2019)

    685     685     685  

     

10% Secured Debt (Maturity—January 31, 2020)

    4,235     4,235     3,700  
   

 

 

 

               

                  4,920     4,385  

                           

AMF Bowling Centers, Inc.(11)
222 W 44th Street
New York, NY 10036

 

Bowling Alley Operator

 

 

                   

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—September 18, 2021)(9)

    7,971     7,855     7,938  

                           

Anchor Hocking, LLC(11)
519 N. Pierce Avenue
Lancaster, OH 43130

 

Household Products Manufacturer

 

 

                   

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75% / 1.75% PIK, Current Coupon Plus PIK 9.50%, Secured Debt (Maturity—May 21, 2020)(9)

    10,964     10,892     5,852  

                           

AP Gaming I, LLC(10)
6680 Amelia Earhart Court
Las Vegas, NV 89119

 

Developer, Manufacturer, and Operator of Gaming Machines

 

 

                   

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—December 20, 2020)(9)

    6,913     6,733     6,910  

                           

109


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Applied Products, Inc.(10)
6035 Baker Road
Minnetonka, MN 55345

 

Adhesives Distributor

 

 

                   

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—September 30, 2019)(9)

    6,161     6,098     6,098  

                           

Aptean, Inc.(11)
1155 Perimeter Center West, Suite 700
Atlanta, GA 30338

 

Enterprise Application Software Provider

 

 

                   

     

LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.25%, Secured Debt (Maturity—February 26, 2020)(9)

    7,688     7,619     7,553  

                           

Arcus Hunting, LLC(10)
10157 Industrial Drive Northeast
Covington, GA 30014

 

Deer Lures, Attractants and Scent Elimination Products

 

 

                   

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—November 13, 2019)(9)

    9,094     8,964     8,964  

                           

Artel, LLC(11)
1983 Preston White Drive
Reston, VA 20191

 

Land-Based and Commercial Satellite Provider

 

 

                   

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—November 27, 2017)(9)

    7,988     7,844     7,668  

                           

ATS Workholding, Inc.(10)
30222 Esperanza
Rancho Santa Margarita, CA 92688

 

Manufacturer of Machine Cutting Tools and Accessories

 

 

                   

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—March 10, 2019)(9)

    6,563     6,513     6,513  

                           

Beers Enterprises, Inc.(10)
683 Main Street, Suite A-2
Osterville, MA 02655

 

Provider of Broadcast Video Transport Services

 

 

                   

     

Prime Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—March 19, 2019)(9)

    6,484     6,434     6,484  

                           

Berry Aviation, Inc.(10)
1807 Airport Drive
San Marcos, TX 78666

 

Charter Airline Services

 

 

                   

     

12.00% Current / 1.75% PIK Secured Debt (Maturity—January 20, 2020)

    6,000     5,942     5,942  

     

Common Stock (553 shares)

          400     400  
   

 

 

 

               

                  6,342     6,342  

                           

110


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Bioventus, LLC(10)
4721 Emperor Boulevard, Suite 100
Durham, NC 27703

 

Production of Orthopedic Healing Products

 

 

                   

     

LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, Secured Debt (Maturity—April 10, 2020)(9)

    5,000     4,907     5,000  

                           

Blackbrush Oil and Gas, LP(11)
18615 Tuscany Stone #300
San Antonio, TX 78258

 

Oil & Gas Exploration

 

 

                   

     

LIBOR Plus 6.50%, (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—July 30, 2021)(9)

    4,000     3,972     3,250  

                           

Blackhawk Specialty Tools, LLC(11)
11936 Brittmoore Park Drive
Houston, TX 77041

 

Oilfield Equipment & Services

 

 

                   

     

LIBOR Plus 5.25% (Floor 1.25%), Current Coupon 6.50%, Secured Debt (Maturity—August 1, 2019)(9)

    6,141     6,109     5,972  

                           

Blue Bird Body Company(11)
402 Blue Bird Blvd
Fort Valley, GA 31030

 

School Bus Manufacturer

 

 

                   

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—June 26, 2020)(9)

    11,356     11,204     11,370  

                           

Bluestem Brands, Inc.(11)
6509 Flying Cloud Dr.
Eden Prairie, MN 55344

 

Multi-Channel Retailer of
General Merchandise

                       

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—November 6, 2020)(9)

    7,500     7,229     7,523  

                           

Brainworks Software, LLC(10)
100 South Main Street
Sayville, NY 11782

 

Advertising Sales and Production and Newspaper Circulation Software

 

 

                   

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—July 22, 2019)(9)

    6,447     6,370     6,370  

                           

Brasa Holdings, Inc.(11)
14881 Quorum Drive, Suite 750
Dallas, TX 75254

 

Upscale Full Service Restaurants

 

 

                   

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00%, Secured Debt (Maturity—January 20, 2020)(9)

    2,143     2,130     2,148  

                           

Brundage-Bone Concrete Pumping, Inc.(11)
6461 Downing St
Denver, CO 80229

 

Construction Services Provider

 

 

                   

     

10.375% Secured Debt (Maturity—September 1, 2021)

    2,500     2,500     2,588  

                           

111


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Calloway Laboratories, Inc.(10)
34 Commerce Way
Woburn, MA 01801

 

Health Care Testing Facilities

 

 

                   

     

12% PIK Secured Debt (Maturity—September 30, 2015)(14)

    7,287     7,238     2,948  

     

Warrants (125,000 equivalent shares)

          17      

                  7,255     2,948  

                           

Cengage Learning Acquisitions, Inc.(11)
20 Channel Center Street
Boston, MA 02210

 

Provider of Educational Print and Digital Services

 

 

                   

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—March 31, 2020)(9)

    9,965     9,878     10,019  

                           

CGSC of Delaware Holdings Corp.(11)(13)
52 Leadenhall Street
London, UK EC31 WEB

 

Insurance Brokerage Firm

 

 

                   

     

LIBOR Plus 7.00% (Floor 1.25%), Current Coupon 8.25%, Secured Debt (Maturity—October 16, 2020)(9)

    2,000     1,976     1,740  

                           

Charlotte Russe, Inc.(11)
575 Florida Street
San Francisco, CA 94010

 

Fast-Fashion Retailer to Young Women

 

 

                   

     

LIBOR Plus 5.50% (Floor 1.25%), Current Coupon 6.75%, Secured Debt (Maturity—May 22, 2019)(9)

    8,925     8,803     8,742  

                           

CHI Overhead Doors, Inc.(11)
1485 Sunrise Dr.
Arthur IL, 61911

 

Manufacturer of Overhead Garage Doors

 

 

                   

     

LIBOR Plus 9.50%, (Floor 1.50%), Current Coupon 11.00%, Secured Debt (Maturity—September 18, 2019)(9)

    2,500     2,469     2,503  

                           

CJ Holding Co.(11)
3990 Rogerdale
Houston, TX 77042

 

Oil & Gas Equipment & Services

 

 

                   

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—March 24, 2020)(9)

    2,000     1,720     1,793  

                           

Clarius ASIG, LLC(10)
311 N Robertson Blvd
Beverly Hills, CA 90211

 

Prints & Advertising Film Financing

 

 

                   

     

12% PIK Secured Debt (Maturity—September 14, 2014)(17)

    2,805     2,758     2,805  

                           

Clarius BIGS, LLC(10)
311 N Robertson Blvd
Beverly Hills, CA 90211

 

Prints & Advertising Film Financing

 

 

                   

     

12% PIK Secured Debt (Maturity—January 5, 2015)(14)(17)

    4,400     4,321     1,848  

                           

112


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Compact Power Equipment, Inc.
P. O. Box 40
Fort Mill, SC 29716

 

Equipment / Tool Rental

 

 

                   

     

12% Secured Debt (Maturity—October 1, 2017)

    4,100     4,086     4,100  

     

Series A Preferred Stock (4,298,435 shares)(8)

          1,079     2,930  

                  5,165     7,030  

                           

Compuware Corporation(11)
One Campus Martius
Detroit, MI 48226

 

Provider of Software and Supporting Services

 

 

                   

     

LIBOR Plus 5.25%, (Floor 1.00%), Current Coupon 6.25%, Secured Debt (Maturity—December 15, 2019)(9)

    15,000     14,593     14,681  

                           

Covenant Surgical Partners, Inc.(11)
401 Commerce Street, STE 600
Nashville, TN 37219

 

Ambulatory Surgical Centers

 

 

                   

     

8.75% Secured Debt (Maturity—August 1, 2019)

    2,000     2,000     2,010  

                           

CRGT, Inc.(11)
11921 Freedom Drive, Suite 1000
Reston, VA 20190

 

Provider of Custom Software Development

 

 

                   

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—December 19, 2020)(9)

    11,925     11,678     11,716  

                           

CST Industries(11)
9701 Renner, Suite 150
Lenexa, KS 66219

 

Storage Tank Manufacturer

 

 

                   

     

LIBOR Plus 6.25% (Floor 1.50%), Current Coupon 7.75%, Secured Debt (Maturity—May 22, 2017)(9)

    6,954     6,902     6,884  

                           

Darr Equipment, LP(10)
350 Bank Street
Southlake, TX 76092

 

Heavy Equipment Dealer

 

 

                   

     

11.75% Current / 2% PIK Secured Debt (Maturity—April 15, 2020)

    20,393     19,799     19,799  

     

Warrants (915,734 equivalent units)

          474     474  
   

 

 

 

               

                  20,273     20,273  

                           

Digital River, Inc.(11)
10380 Bren Road West
Minnetonka, MN 55343

 

Provider of Outsourced e-Commerce

 

 

                   

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—February 12, 2021)(9)

    12,000     11,813     11,910  

                           

Digity Media, LLC(11)
701 Northpoint Parkway, Ste. 500
West Palm Beach, FL 33407

 

Radio Station Operator

 

 

                   

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—February 8, 2019)(9)

    7,359     7,292     7,304  

                           

113


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Drilling Info, Inc.
2600 Via Fortuna, Fifth Floor
Austin, TX 78746

 

Information Services for the Oil and Gas Industry

 

 

                   

     

Common Stock (3,788,865 shares)

          1,335     9,920  

                           

ECP-PF Holdings Group, Inc.(10)
400 Boston Post Rd
Orange, CT 06477

 

Fitness Club Operator

 

 

                   

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—November 26, 2019)(9)

    5,625     5,572     5,572  

                           

EnCap Energy Fund Investments(12)(13)
1100 Louisiana Street, Suite 4900
Houston, TX 77002

 

Investment Partnership

 

 

                   

     

LP Interests (EnCap Energy Capital Fund VIII, L.P.) (Fully diluted 0.1%)(8)

          3,595     3,256  

     

LP Interests (EnCap Energy Capital Fund VIII Co- Investors, L.P.) (Fully diluted 0.1%)(8)

          2,110     1,874  

     

LP Interests (EnCap Energy Capital Fund IX, L.P.) (Fully diluted 0.1%)(8)

          2,323     2,146  

     

LP Interests (EnCap Flatrock Midstream Fund X, L.P.) (Fully diluted 0.3%)

          478     478  

     

LP Interests (EnCap Flatrock Midstream Fund II, L.P.) (Fully diluted 0.8%)(8)

          5,193     5,491  

     

LP Interests (EnCap Flatrock Midstream Fund III, L.P.) (Fully diluted 0.2%)

          258     258  

                  13,957     13,503  

                           

Energy and Exploration Partners, LLC(11)
100 Throckmorton St, Suite 1700
Fort Worth, TX 76102

 

Oil & Gas Exploration & Production

 

 

                   

     

LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (Maturity—January 22, 2019)(9)

    9,461     9,075     7,872  

                           

Evergreen Skills Lux S.á r.l. (d/b/a Skillsoft)(11)
107 Northeastern Blvd.
Nashua, NH 03062

 

Technology-based Performance Support Solutions

 

 

                   

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—April 28, 2022)(9)

    7,000     6,824     6,619  

                           

Extreme Reach, Inc.(11)
75 2nd Avenue, Suite 720
Needham, MA 02494

 

Integrated TV and Video Advertising Platform

 

 

                   

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (Maturity—February 7, 2020)(9)

    12,511     12,497     12,636  

                           

114


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

FC Operating, LLC(10)
5300 Patterson SE
Grand Rapids, MI 49533

 

Christian Specialty Retail Stores

 

 

                   

     

LIBOR Plus 10.75% (Floor 1.25%), Current Coupon 12.00%, Secured Debt (Maturity—November 14, 2017)(9)(14)(18)

    5,400     5,335     3,223  

                           

Flavors Holdings, Inc.(11)
300 Jefferson St.
Camden, NJ 08104

 

Global Provider of Flavoring and Sweetening Products and Solutions

 

 

                   

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (Maturity—April 3, 2020)(9)

    11,786     11,395     11,448  

                           

Fram Group Holdings, Inc.(11)
39 Old Ridgebury Rd
Danbury, CT 06610

 

Manufacturer of Automotive Maintenance Products

 

 

                   

     

LIBOR Plus 5.00% (Floor 1.50%), Current Coupon 6.50%, Secured Debt (Maturity—July 29, 2017)(9)

    5,745     5,739     5,743  

     

LIBOR Plus 9.00% (Floor 1.50%), Current Coupon 10.50%, Secured Debt (Maturity—January 29, 2018)(9)

    700     698     685  

                  6,437     6,428  

                           

GI KBS Merger Sub, LLC(11)
3605 Ocean Ranch Blvd.
Oceanside, CA 92056

 

Outsourced Janitorial Services to Retail/Grocery Customers

 

 

                   

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—October 29, 2021)(9)

    2,993     2,985     2,985  

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—April 29, 2022)(9)

    800     785     800  
   

 

 

 

               

                  3,770     3,785  

                           

Grace Hill, LLC(10)
3633 Wheeler Road, Suite 230
Augusta, GA 30909

 

Online Training Tools for the Multi-Family Housing Industry

 

 

                   

     

Prime Plus 5.25% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—August 15, 2019)(9)

    9,522     9,417     9,522  

                           

Great Circle Family Foods, LLC(10)
4760 E. Los Coyotes Diagonal
Long Beach, CA 90815

 

Quick Service Restaurant Franchise

 

 

                   

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—October 28, 2019)(9)

    8,000     7,921     7,921  

                           

115


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Grupo Hima San Pablo, Inc.(11)
P.O. Box 4980
Caguas, Puerto Rico 00726

 

Tertiary Care Hospitals

 

 

                   

     

LIBOR Plus 7.00% (Floor 1.50%), Current Coupon 8.50%, Secured Debt (Maturity—January 31, 2018)(9)

    4,900     4,838     4,758  

     

13.75% Secured Debt (Maturity—July 31, 2018)

    2,000     1,929     1,926  

                  6,767     6,684  

                           

GST Autoleather, Inc.(11)
20 Oak Hollow Dr Suite 300
Southfield, MI 48033

 

Automotive Leather Manufacturer

 

 

                   

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—July 10, 2020)(9)

    9,950     9,861     9,850  

                           

Guitar Center, Inc.(11)
5795 Lindero Canyon Road
Westlake Village, CA 91362

 

Musical Instruments Retailer

 

 

                   

     

6.5% Secured Debt (Maturity—April 15, 2019)

    9,000     8,541     7,852  

                           

Halcon Resources Corporation(11)(13)
1000 Louisiana St
Houston, TX 77002

 

Oil & Gas Exploration & Production

 

 

                   

     

9.75% Unsecured Debt (Maturity—July 15, 2020)

    6,925     6,349     4,882  

                           

Hostway Corporation(11)
100 N Riverside, Suite 800
Chicago, IL 60606

 

Managed Services and Hosting Provider

 

 

                   

     

LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity—December 13, 2019)(9)

    11,750     11,656     11,632  

     

LIBOR Plus 8.75% (Floor 1.25%), Current Coupon 10.00%, Secured Debt (Maturity—December 11, 2020)(9)

    5,000     4,921     4,950  

                  16,577     16,582  

                           

Hunter Defense Technologies, Inc.(11)
30500 Aurora Road, Suite 100
Solon, OH 44139

 

Provider of Military and Commercial Shelters and Systems

 

 

                   

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—August 5, 2019)(9)

    9,875     9,787     9,900  

                           

ICON Health & Fitness, Inc.(11)
1500 South 1000 West
Logan, UT 84321

 

Producer of Fitness Products

 

 

                   

     

11.875% Secured Debt (Maturity—October 15, 2016)

    6,956     6,866     6,869  

                           

116


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

iEnergizer Limited(11)(13)
Mont Crevelt House,
Bulwer Avenue St
Sampson, Guernsey GY2 4LH

 

Provider of Business Outsourcing Solutions

 

 

                   

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—May 1, 2019)(9)

    9,735     9,621     9,005  

                           

Infinity Acquisition Finance Corp.(11)
1359 Broadway, 2nd Floor
New York, NY 10018

 

Application Software for Capital Markets

 

 

                   

     

7.25% Unsecured Debt (Maturity—August 1, 2022)

    4,000     4,000     3,740  

                           

Indivior Finance, LLC(11)
10710 Midlothian Turnpike, Suite 430
Richmond, VA 23235

 

Specialty Pharmaceutical Company Treating Opioid Dependence

 

 

                   

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—December 19, 2019)(9)

    7,406     6,968     7,036  

                           

Inn of the Mountain Gods Resort and Casino(11)
287 Carrizo Canyon Road
Mescalero, NM 88340

 

Hotel & Casino Owner & Operator

 

 

                   

     

9.25% Secured Debt (Maturity—November 30, 2020)

    3,851     3,692     3,591  

                           

Insurance Technologies, LLC(10)
Two South Cascade Avenue, Suite 200
Colorado Springs, CO 80903

 

Illustration and Sales-automation platforms

 

 

                   

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—December 1, 2019)(9)

    5,000     4,946     4,946  

                           

iQor US, Inc.(11)
335 Maddison Avenue, 27th Floor
New York, NY 10017

 

Business Process Outsourcing Services Provider

 

 

                   

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—April 1, 2021)(9)

    9,962     9,771     9,489  

                           

Jackson Hewitt Tax Services, Inc.(11)
3 Sylvan Way, Suite 301
Parsippany, NJ 07054

 

Tax Preparation Service Provider

 

 

                   

     

LIBOR Plus 8.50% (Floor 1.50%), Current Coupon 10.00%, Secured Debt (Maturity—October 16, 2017)(9)

    4,107     4,012     4,107  

                           

117


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Joerns Healthcare, LLC(11)
2430 Whitehall Park Drive, Suite 100
Charlotte, NC 28273

 

Manufacturer and Distributor of Health Care Equipment & Supplies

 

 

                   

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—May 9, 2020)(9)

    11,915     11,799     11,821  

                           

John Deere Landscapes, LLC(10)
1060 Windward Ridge Parkway, Suite 170
Alpharetta, GA 30005

 

Distributor of Landscaping Supplies

 

 

                   

     

LIBOR Plus 4.00% (Floor 1.00%), Current Coupon 5.00%, Secured Debt (Maturity—December 23, 2019)(9)

    8,552     8,189     8,189  

                           

Kadmon Pharmaceuticals, LLC(10)
450 East 29th Street
New York, NY 10016

 

Biopharmaceutical Company with a Hepatology Focus

 

 

                   

     

9.75% Secured Debt (Maturity—December 17, 2016)

    5,000     5,000     5,000  

                           

Keypoint Government Solutions, Inc.(11)
115 East 57th Street
New York, NY 10022

 

Provider of Pre-Employment Screening Services

 

 

                   

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity—November 13, 2017)(9)

    7,007     6,955     6,972  

                           

Lansing Trade Group, LLC(11)
10975 Benson Dr, Suite 400
Overland Park, KS 66210

 

Commodity Merchandiser

 

 

                   

     

9.25% Unsecured Debt (Maturity—February 15, 2019)

    6,000     6,000     5,955  

                           

Larchmont Resources, LLC(11)
301 NW 63rd Street
Oklahoma City, OK 73116

 

Oil & Gas Exploration & Production

 

 

                   

     

LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity—August 7, 2019)(9)

    6,878     6,827     6,281  

                           

LKCM Distribution Holdings, LP
12610 W. Airport Blvd. #100
Sugar Land, TX 77478

 

Distributor of Industrial Process Equipment

 

 

                   

     

12% Current / 2.5% PIK Secured Debt (Maturity—December 23, 2018)

    16,417     16,285     16,417  

                           

LKCM Headwater Investments
I, LP(12)(13)
301 Commerce Street, Suite 1600
Fort Worth, TX 76102

 

Investment Partnership

 

 

                   

     

LP Interests (Fully diluted 2.3%)(8)

          2,250     6,117  

                           

118


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

MAH Merger Corporation(11)
612 North Orange Ave, #C6
Jupiter, FL 33458

 

Sports-Themed Casual Dining Chain

 

 

                   

     

LIBOR Plus 4.50% (Floor 1.25%), Current Coupon 5.75%, Secured Debt (Maturity—July 19, 2019)(9)

    4,802     4,763     4,814  

                           

MediMedia USA, Inc.(11)
780 Township Line Road
Yardley, PA 19067

 

Provider of Healthcare Media and Marketing

 

 

                   

     

LIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.00%, Secured Debt (Maturity—November 20, 2018)(9)

    5,272     5,201     5,233  

                           

Messenger, LLC(10)
318 East 7th Street
Auburn, IN 46706

 

Supplier of Specialty Stationery and Related Products to the Funeral Industry

 

 

                   

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—December 5, 2019)(9)

    13,097     12,982     12,982  

                           

Milk Specialties Company(11)
7500 Flying Cloud Drive, Suite 500
Eden Prairie, MN 55344

 

Processor of Nutrition Products

 

 

                   

     

LIBOR Plus 7.00% (Floor 1.25%), Current Coupon 8.25%, Secured Debt (Maturity—November 9, 2018)(9)

    7,180     7,145     7,234  

                           

Minute Key, Inc.
4760 Walnut Street, Suite 105
Boulder, CO 80301

 

Operator of Automated Key Duplication Kiosks

 

 

                   

     

10% Current / 2% PIK Secured Debt (Maturity—September 19, 2019)

    4,844     4,800     4,800  

                           

Miramax Film NY, LLC(11)
1601 Cloverfield Blvd., Suite 2000
Santa Monica, CA 90404

 

Motion Picture Producer and Distributor

 

 

                   

     

Class B Units (12% cumulative)(8)

          815     815  

                           

Modern VideoFilm, Inc.(10)
2300 W Empire Ave
Burbank, CA 91504

 

Post-Production Film Studio

 

 

                   

     

LIBOR Plus 3.50% (Floor 1.50%), Current Coupon 5.00% / 8.50% PIK, Current Coupon Plus PIK 13.50%, Secured Debt (Maturity—September 25, 2017)(9)(14)

    6,302     6,125     2,035  

     

Warrants (1,833 equivalent shares)

          151      

                  6,276     2,035  

                           

Mood Media Corporation(11)(13)
1703 W 5th St., Ste. 600
Austin, TX 78703

 

Provider of Electronic Equipment

 

 

                   

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—May 1, 2019)(9)

    13,410     13,268     13,326  

                           

119


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

MP Assets Corporation(11)
596 Industrial Park Rd.
Piney Flats, TN 37686

 

Manufacturer of Battery Components

 

 

                   

     

LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity—December 19, 2019)(9)

    4,350     4,314     4,344  

                           

New Media Holdings II, LLC(11)(13)
1345 Avenue of the Americas
New York, NY 10105

 

Local Newspaper Operator

 

 

                   

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—June 4, 2020)(9)

    14,888     14,623     14,757  

                           

Nice-Pak Products, Inc.(11)
Two Nice-Pak Park
Orangeburg, NY 10962-1376

 

Pre-Moistened Wipes Manufacturer

 

 

                   

     

LIBOR Plus 6.00% (Floor 1.50%), Current Coupon 7.50%, Secured Debt (Maturity—June 18, 2015)(9)

    12,541     12,529     12,352  

                           

North American Lifting Holdings, Inc.(11)
925 South Loop West
Houston, TX 77054

 

Construction & Farm Machinery & Heavy Trucks

 

 

                   

     

LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity—November 27, 2020)(9)

    997     917     968  

                           

North Atlantic Trading Company, Inc.(11)
5201 Interchange Way
Louisville, KY 40229

 

Marketer/Distributor of Tobacco Products

 

 

                   

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity—January 13, 2020)(9)

    10,719     10,632     10,605  

                           

Novitex Intermediate, LLC(11)
1 Elmcroft Road
Stamford, CT 06926

 

Provider of Document Management Services

 

 

                   

     

LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity—July 7, 2020)(9)

    5,970     5,916     5,686  

                           

Ospemifene Royalty Sub, LLC (QuatRx)(10)
777 East Eisenhower Parkway, Suite 100
Ann Arbor, MI 48108

 

Estrogen-Deficiency Drug Manufacturer and Distributor

 

 

                   

     

11.5% Secured Debt (Maturity—November 15, 2026)

    5,205     5,205     5,205  

                           

120


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Panolam Industries International, Inc.(11)
20 Progress Drive
Shelton, CT 06484

 

Decorative Laminate Manufacturer

 

 

                   

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity—August 23, 2017)(9)

    9,896     9,833     9,846  

                           

Paris Presents Incorporated(11)(13)
3800 Swanson Ct.
Gurnee, IL 60031

 

Branded Cosmetic and Bath Accessories

 

 

                   

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—December 31, 2021)(9)

    2,000     1,961     2,000  

                           

Parq Holdings Limited Partnership(11)(13)
595 Burrard Street, Suite 700
Vancouver, British Columbia V7X1S8

 

Hotel & Casino Operator

 

 

                   

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—December 17, 2020)(9)

    6,226     6,082     6,263  

                           

Permian Holdings, Inc.(11)
2701 W. Interstate 20
Odessa, TX 76760

 

Storage Tank Manufacturer

 

 

                   

     

10.5% Secured Debt (Maturity—January 15, 2018)

    2,755     2,733     1,515  

                           

Pernix Therapeutics Holdings, Inc.(10)(13)
10 North Park Place, Suite 201
Morristown, NJ 07960

 

Pharmaceutical Royalty—Anti-Migraine

 

 

                   

     

12% Secured Debt (Maturity—August 1, 2020)

    4,000     4,000     4,000  

                           

PeroxyChem, LLC(11)
1735 Market Street
Philadelphia, PA 19103

 

Chemical Manufacturer

 

 

                   

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—February 28, 2020)(9)

    8,910     8,758     8,943  

                           

Philadelphia Energy Solutions Refining and Marketing, LLC(11)
1735 Market Street
Philadelphia, PA 19103

 

Oil & Gas Refiner

 

 

                   

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—April 4, 2018)(9)

    2,940     2,912     2,820  

                           

Pike Corporation(11)
100 Pike Way
Mount Airy, NC 27030

 

Construction and Maintenance Services for Electric Transmission and Distribution Infrastructure

 

 

                   

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—June 22, 2022)(9)

    15,000     14,636     14,925  

                           

121


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Polyconcept Financial B.V.(11)
400 Hunt Valley Road
New Kensington, PA 15068

 

Promotional Products to Corporations and Consumers

 

 

                   

     

LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity—June 28, 2019)(9)

    4,314     4,301     4,303  

                           

Primesight Limited(10)(13)
The Met Building 22 Percy Street
London, UK WIT 2BU

 

Outdoor Advertising Operator

 

 

                   

     

10% Secured Debt (Maturity—October 22, 2016)

    8,663     8,608     7,724  

                           

PT Network, LLC(10)
1550 Madruga Avenue, Suite 514
Coral Gables, FL 33146

 

Provider of Outpatient Physical Therapy and Sports Medicine Services

 

 

                   

     

LIBOR Plus 7.00% (Floor 1.50%), Current Coupon 8.50%, Secured Debt (Maturity—November 1, 2018)(9)

    11,916     11,806     11,806  

                           

QBS Parent, Inc.(11)
811 Main Street, Suite 2000
Houston, TX 77002

 

Provider of Software and Services to the Oil & Gas Industry

 

 

                   

     

LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.75%, Secured Debt (Maturity—August 7, 2021)(9)

    9,975     9,883     9,800  

                           

RCHP, Inc.(11)
103 Continental Place, Ste. 200
Brentwood, TN 37027

 

Regional Non-Urban Hospital Owner/Operator

 

 

                   

     

LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (Maturity—October 23, 2019)(9)

    4,000     3,947     4,055  

                           

Recorded Books, Inc.(11)
270 Skipjack Road
Prince Frederick, MD 20678

 

Audiobook and Digital Content Publisher

 

 

                   

     

LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.25%, Secured Debt (Maturity—January 31, 2020)(9)

    11,875     11,775     11,786  

                           

Relativity Media, LLC(10)
9242 Beverly Boulevard, Suite 300
Beverly Hills, CA 902010

 

Full-Scale Film and Television Production and Distribution

 

 

                   

     

10% Secured Debt (Maturity—May 30, 2015)

    5,787     5,781     5,801  

     

15% PIK Secured Debt (Maturity—May 30, 2015)

    7,691     7,665     7,730  

     

Class A Units (260,194 units)

          292     1,149  
   

 

 

 

               

                  13,738     14,680  

                           

122


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Renaissance Learning, Inc.(11)
2911 Peach Street, PO Box 8036
Wisconsin Rapids, WI 54495

 

Technology-based K-12 Learning Solutions

 

 

                   

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—April 11, 2022)(9)

    3,000     2,973     2,925  

                           

RGL Reservoir Operations, Inc.(11)(13)
734 7th Avenue SW Suite 1600
Calgary, Alberta T2P 3P8

 

Oil & Gas Equipment and Services

 

 

                   

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—August 13, 2021)(9)

    3,980     3,870     3,017  

                           

RLJ Entertainment, Inc.(10)
8515 Georgia Avenue, Suite 650
Silversprings, MD 20910

 

Movie and TV Programming Licensee and Distributor

 

 

                   

     

LIBOR Plus 8.75% (Floor 0.25%), Current Coupon 9.00%, Secured Debt (Maturity—September 11, 2019)(9)

    11,299     11,245     11,245  

                           

SAExploration, Inc.(10)(13)
3333 8th Street SE, 3rd Floor
Calgary, AB, T2G 3A4

 

Geophysical Services Provider

 

 

                   

     

Common Stock (6,472 shares)(8)

          65     27  

                           

Sage Automotive Interiors, Inc.(11)
3 Research Dr, Suite 300
Greenville, SC 29607

 

Automotive Textiles Manufacturer

 

 

                   

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.00%, Secured Debt (Maturity—October 8, 2021)(9)

    3,000     2,972     3,000  

                           

Sagittarius Restaurants, LLC
(d/b/a Del Taco)(11)

255221 Commercentre Dr., #200
Lake Forest, CA 92630

 

Mexican/American QSR Restaurant Chain

 

 

                   

     

LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity—October 1, 2018)(9)

    4,591     4,573     4,576  

                           

SCE Partners, LLC(10)
3883 Howard Hughes Parkway, Suite 800
Las Vegas, NV 86169

 

Hotel & Casino Operator

 

 

                   

     

LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity—August 14, 2019)(9)

    7,481     7,423     7,519  

                           

Sotera Defense Solutions, Inc.(11)
2121 Cooperative Way, Suite 400
Henderson, VA 20171

 

Defense Industry Intelligence Services

 

 

                   

     

LIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.00%, Secured Debt (Maturity—April 21, 2017)(9)

    10,946     10,568     9,742  

                           

123


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Stardust Finance Holdings, Inc.(11)
300 East John Carpenter Freeway
Irving, TX 75062

 

Manufacturer of Diversified Building Products

 

 

                   

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—March 13, 2022)(9)

    12,500     12,315     12,500  

                           

Subsea Global Solutions, LLC(10)
2994 North Miami Avenue
Miami, FL 33127

 

Underwater Maintenance and Repair Services

 

 

                   

     

LIBOR Plus 6.00% (Floor 1.50%), Current Coupon 7.50%, Secured Debt (Maturity—March 17, 2020)(9)

    4,571     4,512     4,512  

                           

Symphony Teleca Services, Inc.(11)
636 Ellis Street
Mountain View, CA 94043

 

Outsourced Product Development

 

 

                   

     

LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.75%, Secured Debt (Maturity—August 7, 2019)(9)

    14,000     13,876     13,930  

                           

Synagro Infrastructure Company, Inc.(11)
435 Williams Court, Suite 100
Baltimore, MD 21220

 

Waste Management Services

 

 

                   

     

LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.25%, Secured Debt (Maturity—August 22, 2020)(9)

    4,714     4,638     4,572  

                           

Targus Group International(11)
1211 North Miller Street
Anaheim, CA 92806

 

Distributor of Protective Cases for Mobile Devices

 

 

                   

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00% / 1.00% PIK, Current Coupon Plus PIK 12.00%, Secured Debt (Maturity—May 24, 2016)(9)

    4,236     4,245     3,431  

                           

TeleGuam Holdings, LLC(11)
624 North Marine Corps Drive
Tamuning, Guam 96913

 

Cable and Telecom Services Provider

 

 

                   

     

LIBOR Plus 4.00% (Floor 1.25%), Current Coupon 5.25%, Secured Debt (Maturity—December 10, 2018)(9)

    6,813     6,796     6,796  

     

LIBOR Plus 7.50% (Floor 1.25%), Current Coupon 8.75%, Secured Debt (Maturity—June 10, 2019)(9)

    2,500     2,481     2,500  
   

 

 

 

               

                  9,277     9,296  

                           

Templar Energy LLC(11)
4727 Gaillardia Parkway
Oklahoma City, OK 73142

 

Oil & Gas Exploration & Production

 

 

                   

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—November 25, 2020)(9)

    5,000     4,947     3,424  

                           

124


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

The Tennis Channel, Inc.(10)
2850 Ocean Park Blvd., Ste. 150
Santa Monica, CA 90405

 

Television-Based Sports Broadcasting

 

 

                   

     

Warrants (114,316 equivalent shares)

          235     301  

                           

The Topps Company, Inc.(11)
1 Whitehall St.
New York, NY 10004

 

Trading Cards & Confectionary

 

 

                   

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—October 2, 2018)(9)

    1,975     1,961     1,953  

                           

Therakos, Inc.(11)
1001 US Route 202
Raritan, NJ 08869-0606

 

Immune System Disease Treatment

 

 

                   

     

LIBOR Plus 5.75% (Floor 1.25%), Current Coupon 7.00%, Secured Debt (Maturity—December 27, 2017)(9)

    6,278     6,193     6,247  

                           

TOMS Shoes, LLC(11)
5404 Jandy Place
Los Angeles, CA 90066

 

Global Designer, Distributor, and Retailer of Casual Footwear

 

 

                   

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—October 30, 2020)(9)

    5,000     4,527     4,644  

                           

Travel Leaders Group, LLC(11)
119 West 40th Street, 14th Floor
New York, NY 10018

 

Travel Agency Network Provider

 

 

                   

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—December 5, 2018)(9)

    12,281     12,151     12,312  

                           

UniTek Global Services, Inc.(11)
1777 Sentry Parkway West
Gwynedd Hall, Suite 202
Blue Bell, PA 19422

 

Provider of Outsourced Infrastructure Services

 

 

                   

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—January 13, 2019)(9)

    1,513     1,513     1,513  

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—January 13, 2019)(9)

    2,826     2,826     2,826  

     

15% PIK Unsecured Debt (Maturity—July 13, 2019)

    574     574     574  

     

Common Stock (705,054 shares)

          4,935     4,935  

                  9,848     9,848  

                           

Universal Fiber Systems, LLC(10)
14401 Industrial Park Road
Bristol, VA 24202

 

Manufacturer of Synthetic Fibers

 

 

                   

     

LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.25%, Secured Debt (Maturity—January 31, 2019)(9)

    5,062     5,052     5,011  

                           

125


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Universal Wellhead Services Holdings, LLC(10)
5729 Leopard St. Bldg 9
Corpus Christi, TX 78408

 

Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry

 

 

                   

     

Class A Units (4,000,000 units)(8)

          4,000     4,000  

                           

US Joiner Holding Company(11)
5690 Three Noched Rd, Suite 200
Crozet, VA 22932

 

Marine Interior Design and Installation

 

 

                   

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—April 16, 2020)(9)

    7,425     7,393     7,407  

                           

Vantage Oncology, LLC(11)
1500 Rosecrans Avenue, Suite 400
Manhattan Beach, CA 90266

 

Outpatient Radiation Oncology Treatment Centers

 

 

                   

     

9.5% Secured Debt (Maturity—June 5, 2017)

    11,050     10,898     10,664  

                           

Virtex Enterprises, LP(10)
12234A N Interstate Highway 35
Austin, TX 78753

 

Specialty, Full-Service Provider of Complex Electronic Manufacturing Services

 

 

                   

     

12% Secured Debt (Maturity—December 27, 2018)

    1,667     1,488     1,489  

     

Preferred Class A Units (14 units; 5% cumulative)(8)

          333     333  

     

Warrants (11 equivalent units)

          186     186  
   

 

 

 

               

                  2,007     2,008  

                           

Vision Solutions, Inc.(11)
15300 Barranca Parkway
Irvine, CA 92618

 

Provider of Information Availability Software

 

 

                   

     

LIBOR Plus 4.50% (Floor 1.50%), Current Coupon 6.00%, Secured Debt (Maturity—July 23, 2016)(9)

    3,413     3,405     3,405  

     

LIBOR Plus 8.00% (Floor 1.50%), Current Coupon 9.50%, Secured Debt (Maturity—July 23, 2017)(9)

    5,000     4,959     5,012  

                  8,364     8,417  

Volusion, LLC
1835 Kramer Lane #100
Austin, TX 78758

 

Provider of Online Software-as-a-Service eCommerce Solutions

 

 

                   

     

10.5% Secured Debt (Maturity—January 26, 2020)

    17,500     16,024     16,025  

     

Warrants (950,618 equivalent units)

          1,400     1,400  

     

Preferred Member Units (4,876,670 units)

          14,000     14,000  
   

 

 

 

               

                  31,424     31,425  

                           

Western Dental Services, Inc.(11)
530 S Main St #600
Orange, CA 92868

 

Dental Care Services

 

 

                   

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—November 1, 2018)(9)

    5,395     5,391     4,965  

                           

126


Table of Contents

Portfolio Company(1)
  Business Description   Type of Investment(2)(3)   Principal(4)   Cost(4)   Fair Value  
 
   
   
  (dollars in thousands)
 

Wilton Brands, LLC(11)
2240 W. 75th St.
Woodridge, IL 60517

 

Specialty Housewares Retailer

 

 

                   

     

LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity—August 30, 2018)(9)

    1,725     1,703     1,657  

                           

Worley Claims Services, LLC(10)
303 Timber Creek
Hammond, LA 70403

 

Insurance Adjustment Management and Services Provider

 

 

                   

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.00%, Secured Debt (Maturity—October 31, 2020)(9)

    6,484     6,423     6,517  

                           

Zilliant Incorporated
3815 S. Capital of Texas Hwy #300
Austin, TX 78704

 

Price Optimization and Margin Management Solutions

 

 

                   

     

Preferred Stock (186,777 shares)

          154     211  

     

Warrants (952,500 equivalent shares)

          1,071     1,071  
   

 

 

 

               

                  1,225     1,282  

Subtotal Non-Control/Non-Affiliate

        $ 983,942   $ 968,009  

Total Portfolio Investments,
March 31, 2015

        $ 1,600,831   $ 1,737,323  
   

 

 

 

               

(1)
All investments are Lower Middle Market portfolio investments, unless otherwise noted. All of the Company's investments, unless otherwise noted, are encumbered either as security for the Company's Credit Agreement or in support of the SBA-guaranteed debentures issued by the Funds.

(2)
Debt investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted.

(3)
See Note C to our unaudited financial statements included elsewhere herein for summary geographic location of portfolio companies.

(4)
Principal is net of prepayments. Cost is net of prepayments and accumulated unearned income.

(5)
Control investments are defined by the Investment Company Act of 1940, as amended ("1940 Act") as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)
Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% of the voting securities are owned and the investments are not classified as Control investments.

(7)
Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)
Income producing through dividends or distributions.

(9)
Index based floating interest rate is subject to contractual minimum interest rate.

(10)
Private Loan portfolio investment. See Note B to our unaudited financial statements included elsewhere herein for a summary of Private Loan portfolio investments.

(11)
Middle Market portfolio investment. See Note B to our unaudited financial statements included elsewhere herein for a summary of Middle Market portfolio investments.

(12)
Other Portfolio investment. See Note B to our unaudited financial statements included elsewhere herein for a summary of Other Portfolio investments.

(13)
Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)
Non-accrual and non-income producing investment.

(15)
Marketable securities and idle fund investments.

(16)
External Investment Manager. Investment is not encumbered as security for the Company's Credit Agreement or in support of the SBA-guaranteed debentures issued by the Funds.

(17)
Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)
Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investments in this portfolio company will not be finally determined until such process is complete. As noted in footnote (14), our debt investments in this portfolio company are on non-accrual status.

127


Table of Contents


MANAGEMENT

        Our business and affairs are managed under the direction of our Board of Directors. Our Board of Directors appoints our officers, who serve at the discretion of the Board of Directors. The responsibilities of the Board of Directors include, among other things, the oversight of our investment activities, the quarterly valuation of our assets, oversight of our financing arrangements and corporate governance activities. The Board of Directors has an Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, and may establish additional committees from time to time as necessary.

Board of Directors and Executive Officers

        Our Board of Directors consists of six members, five of whom are classified under applicable NYSE listing standards as "independent" directors and under Section 2(a)(19) of the 1940 Act as "non-interested" persons. Pursuant to our articles of incorporation, each member of our Board of Directors serves a one year term, with each current director serving until the 2015 Annual Meeting of Stockholders and until his respective successor is duly qualified and elected. Our articles of incorporation give our Board of Directors sole authority to appoint directors to fill vacancies that are created either through an increase in the number of directors or due to the resignation, removal or death of any director.

        Information regarding our current Board of Directors is set forth below as of March 6, 2015. We have divided the directors into two groups—independent directors and interested directors. Interested directors are "interested persons" of MSCC as defined in Section 2(a)(19) of the 1940 Act. The address for each director is c/o Main Street Capital Corporation, 1300 Post Oak Boulevard, 8th Floor, Houston, Texas 77056.

Name
  Age   Director
Since
  Expiration
of Term
 

Michael Appling Jr. 

    48     2007     2015  

Joseph E. Canon

    72     2007     2015  

Arthur L. French

    74     2007     2015  

J. Kevin Griffin

    43     2011     2015  

John E. Jackson

    56     2013     2015  

Name
  Age   Director
Since
  Expiration
of Term
 

Vincent D. Foster

    58     2007     2015  

128


Table of Contents

        Our executive officers serve at the discretion of our Board of Directors. The following persons serve as our executive officers or significant employees in the following capacities (information as of March 6, 2015):

Name
  Age   Position(s) Held

Vincent D. Foster*†

    58   Chairman of the Board, President and Chief Executive Officer

Dwayne L. Hyzak*

    42   Chief Operating Officer and Senior Managing Director

Curtis L. Hartman*†

    42   Chief Credit Officer and Senior Managing Director

David L. Magdol*

    44   Chief Investment Officer and Senior Managing Director

Rodger A. Stout†

    63   Executive Vice President

Jason B. Beauvais

    39   Senior Vice President, General Counsel, Chief Compliance Officer and Secretary

Brent D. Smith

    39   Chief Financial Officer and Treasurer

Nicholas T. Meserve

    35   Managing Director

Travis L. Haley

    34   Managing Director

Shannon D. Martin

    45   Vice President, Chief Accounting Officer and Assistant Treasurer

*
Member of our Investment Committee. The Investment Committee is responsible for all aspects of our investment process with respect to our lower middle market portfolio investments, including approval of such investments.

Member of our Credit Committee. The Credit Committee is responsible for all aspects of our investment process with respect to our middle market portfolio investments, including approval of such investments.

        The address for each executive officer and significant employee is c/o Main Street Capital Corporation, 1300 Post Oak Boulevard, 8th Floor, Houston, Texas 77056.

Biographical Information

        Michael Appling, Jr. is the Chief Executive Officer of TNT Crane& Rigging Inc., a privately held full service crane and rigging operator. From July 2002 through August 2007, he was the Executive Vice President and Chief Financial Officer of XServ, Inc., a large private equity funded, international industrial services and rental company. Mr. Appling also held the position of CEO and President for United Scaffolding, Inc., an XServ, Inc. operating subsidiary. In February 2007, XServ, Inc. was sold to The Brock Group, a private industrial services company headquartered in Texas. From March 2000 to June 2002, Mr. Appling served as the Chief Financial Officer of CheMatch.com, an online commodities trading forum. ChemConnect, Inc., a venture backed independent trading exchange, acquired CheMatch.com in January 2002. From June 1999 to March 2000, Mr. Appling was Vice President and Chief Financial Officer of American Eco Corporation, a publicly traded, international fabrication, construction and maintenance provider to the energy, pulp and paper and power industries. Mr. Appling worked for ITEQ, Inc., a publicly traded, international fabrication and services company, from September 1997 to May 1999, first as a Director of Corporate Development and then as Vice President, Finance and Accounting. From July 1991 to September 1997, Mr. Appling worked at Arthur Andersen, where he practiced as a certified public accountant. We believe Mr. Appling is qualified to serve on our Board of Directors because of his extensive finance and accounting experience, as well as his executive leadership and management experience as a chief executive officer.

        Joseph E. Canon, since 1982, Mr. Canon has been the Executive Vice President and Executive Director, and a member of the Board of Directors, of Dodge Jones Foundation, a private charitable

129


Table of Contents

foundation located in Abilene, Texas. Since 2008, he has also been the Executive Vice President and Executive Director, and a member of the Board of Directors, of Kickapoo Springs Foundation and The Legett Foundation, two private family foundations located in Abilene, Texas. Mr. Canon has also been involved during this time as an executive officer and director of several private companies and partnerships with emphasis on energy, financial and other alternative investments. From 1974 to 1982, he served as Executive Vice President and Trust Officer of First National Bank of Abilene. Mr. Canon served until April 2014 on the Board of Directors of First Financial Bankshares, Inc. (NASDAQ: FFIN), a $3.5 billion bank and financial holding company headquartered in Abilene, Texas. Mr. Canon also served until April 2014 on the Board of Directors for several bank and trust/asset management subsidiaries of First Financial Bankshares, Inc. He has also served as an executive officer and member of the Board of Directors of various other organizations including the Abilene Convention and Visitors Bureau, Abilene Chamber of Commerce, Conference of Southwest Foundations, City of Abilene Tax Increment District, West Central Texas Municipal Water District and the John G. and Marie Stella Kenedy Memorial Foundation. We believe Mr. Canon's qualifications to serve on our Board of Directors include his many years of managing and investing assets on behalf of public and private entities, his considerable experience in trust banking activities and practices, and his experience on other public boards of directors.

        Arthur L. French has served in a variety of executive management and board of director roles over the course of a forty plus year career. He began his private investment activities in 2000 and served as a director of Fab Tech Industries, a steel fabricator, from November 2000 until August 2009, as a director of Houston Plating and Coatings Company, an industrial coatings company, from 2002 until 2007, as a director of Rawson LP, an industrial distribution and maintenance services company, from May 2003 until June 2009, and as non-executive chairman of Rawson Holdings, LLC from March 2009 until December 2010. From September 2003 through March 2007, Mr. French was a member of the Advisory Board of Main Street Capital Partners, LLC and a limited partner of Main Street Mezzanine Fund, LP (both of which are now subsidiaries of Main Street). Mr. French currently serves as an advisor to LKCM Capital Group, LLC, the alternative investment vehicle for Luther King Capital Management headquartered in Ft. Worth, Texas ("LKCM"). In addition, he serves as non-executive Chairman of Relevant Solutions Inc. (previously LKCM Distribution Holdings LP), an LKCM portfolio company which provides industrial instrumentation and controls, air compressor products and systems, heat transfer and filter systems and related maintenance services to chemical, petrochemical, oil and gas and power generation customers in Texas, Oklahoma and Louisiana as well as other key markets in the central and western United States. From 1996-1999, Mr. French was Chairman and Chief Executive Officer of Metals USA Inc. (NYSE), where he managed the process of founders acquisition, assembled the management team and took the company through a successful IPO in July 1997. From 1989-1996, he served as Executive Vice President and Director of Keystone International, Inc. (NYSE), a manufacturer of flow controls equipment. After serving as a helicopter pilot in the United States Army, Captain, Corps of Engineers from 1963-1966, Mr. French began his career as a Sales Engineer for Fisher Controls International, Inc., in 1966. During his 23-year career at Fisher Controls, from 1966-1989, Mr. French held various titles, and ended his career at Fisher Controls as President, Chief Operating Officer and Director. We believe Mr. French is qualified to serve on our Board of Directors because of his executive management and leadership roles within numerous public and private companies and his experience in investing in private companies.

        J. Kevin Griffin is the Senior Vice President of Financial Planning & Analysis at Novant Health, a not-for-profit integrated system of 14 hospitals and a medical group consisting of approximately 1,300 physicians in 355 clinic locations, as well as numerous outpatient surgery centers, medical plazas, rehabilitation programs, diagnostic imaging centers, and community health outreach programs. Mr. Griffin's responsibilities at Novant primarily include debt capital market and M&A transactions, along with various other strategic analysis projects. From 2007 to October 2012, Mr. Griffin was a Managing Director of Fennebresque & Co., LLC, a boutique investment banking firm located in

130


Table of Contents

Charlotte, North Carolina. From 2003 through 2007, he was a Partner at McColl Partners, LLC, where he originated and executed middle market M&A transactions. Prior to McColl Partners, Mr. Griffin worked in the M&A and corporate finance divisions of Lazard Ltd, JPMorgan, and Bank of America in New York, Chicago, and Charlotte. Mr. Griffin's investment banking experience consists primarily of executing and originating mergers and acquisitions and corporate finance transactions. We believe Mr. Griffin is qualified to serve on our Board of Directors because of his extensive finance and valuation experience, his knowledge of the healthcare industry, and his extensive background in working with middle market companies in an M&A and advisory capacity.

        John E. Jackson is the President and Chief Executive Officer of Spartan Energy Partners, LP, a gas gathering, treating and processing company. He has also been a director of Seitel, Inc., a privately owned provider of onshore seismic data to the oil and gas industry in North America, since August 2007, and CONE Midstream Partners, LP (NYSE: CNNX), a master limited partnership that owns and operates natural gas gathering and other midstream energy assets in the Marcellus Shale in Pennsylvania and West Virginia, since January 2015. Mr. Jackson was Chairman, Chief Executive Officer and President of Price Gregory Services, Inc., a pipeline-related infrastructure service provider in North America, from February 2008 until its sale in October of 2009. He served as a director of Hanover Compressor Company ("Hanover"), now known as Exterran Holdings, Inc. (NYSE: EXH), from July 2004 until May 2010. Mr. Jackson also served as Hanover's President and Chief Executive Officer from October 2004 to August 2007 and as Chief Financial Officer from January 2002 to October 2004. He also serves on the board of several non-profit organizations. We believe Mr. Jackson's qualifications to serve on our Board of Directors include his extensive background in executive and director roles of public and private companies.

        Vincent D. Foster has served as the Chairman of our Board of Directors and as our Chief Executive Officer since 2007 and as our President since October 2012. He has also been a member of our investment committee since its formation in 2007 and a member of our credit committee since its formation in 2011. Mr. Foster also currently serves as a founding director of Quanta Services, Inc. (NYSE: PWR), which provides specialty contracting services to the power, natural gas and telecommunications industries, and a director of Team, Inc. (NYSE: TISI), which provides specialty contracting services to the petrochemical, refining, electric power and other heavy industries. He also served as a director of U.S. Concrete, Inc. (NASDAQ-CM: USCR) from 1999 until 2010, Carriage Services, Inc. (NYSE: CSV) from 1999 to 2011 and HMS Income Fund, Inc., a non-publicly traded business development company of which MSC Adviser I, LLC, a wholly owned subsidiary of Main Street, acts as the investment sub-adviser, from 2012 until February 2013. In addition, Mr. Foster served as a founding director of the Texas TriCities Chapter of the National Association of Corporate Directors from 2004 to 2011. Mr. Foster, a C.P.A., had a 19 year career with Arthur Andersen, where he was a partner from 1988-1997. Mr. Foster was the director of Andersen's Corporate Finance and Mergers and Acquisitions practice for the Southwest United States and specialized in working with companies involved in consolidating their respective industries. From 1997, Mr. Foster co-founded and has acted as co-managing partner or chief executive of several Main Street predecessor funds and entities, which are now subsidiaries of ours, including Main Street Mezzanine Fund, LP and its general partner, Main Street Mezzanine Management, LLC, Main Street Capital II, LP and its general partner, Main Street Capital II GP, LLC, and Main Street Capital Partners, LLC. Mr. Foster received the Ernst & Young Entrepreneur of the Year 2008 Award in the financial services category in the Houston & Gulf Coast Area. The program honors entrepreneurs who have demonstrated exceptionality in innovation, financial performance and personal commitment to their businesses and communities. We believe Mr. Foster is qualified to serve on our Board of Directors because of his intimate knowledge of our operations through his day-to-day leadership as President and Chief Executive Officer of Main Street, along with his comprehensive experience on other public Boards of Directors

131


Table of Contents

and his extensive experience in tax, accounting, mergers and acquisitions, corporate governance and finance.

        Dwayne L. Hyzak has served as our Chief Operating Officer and Senior Managing Director since November 2014. Mr. Hyzak also serves as a member of our investment committee. Previously, he served as our Chief Financial Officer and Senior Managing Director from 2011 and in other executive positions at Main Street since 2007. From 2002, Mr. Hyzak has also served as a Senior Managing Director and in other executive positions of several Main Street predecessor funds and entities, which are now subsidiaries of ours, including the general partner of Main Street Mezzanine Fund, LP, Main Street Mezzanine Management, LLC, the general partner of Main Street Capital II, LP, Main Street Capital II GP, LLC, and Main Street Capital Partners, LLC. From 2000 to 2002, Mr. Hyzak was a director of integration with Quanta Services, Inc. (NYSE: PWR), which provides specialty contracting services to the power, natural gas and telecommunications industries, where he was principally focused on the company's mergers and acquisitions and corporate finance activities. Prior to joining Quanta Services, Inc., he was a manager with Arthur Andersen in its Transaction Advisory Services group.

        Curtis L. Hartman has served as our Chief Credit Officer and Senior Managing Director since 2011. Mr. Hartman is also the chairman of our credit committee and a member of our investment committee. Previously, he served as one of our Senior Vice Presidents and in other executive positions at Main Street since 2007. From 2000, Mr. Hartman has also served as a Senior Managing Director and in other executive positions of several Main Street predecessor funds and entities, which are now subsidiaries of ours, including the general partner of Main Street Mezzanine Fund, LP, Main Street Mezzanine Management, LLC, the general partner of Main Street Capital II, LP, Main Street Capital II GP, LLC, and Main Street Capital Partners, LLC. Mr. Hartman also serves on the Board of Directors of HMS Income Fund, Inc., a non-publicly traded business development company of which MSC Adviser I, LLC, a wholly owned subsidiary of Main Street, acts as the investment sub-adviser, since 2013. From 1999 to 2000, Mr. Hartman was an investment professional for Sterling City Capital, LLC. Concurrently with joining Sterling City Capital, he joined United Glass Corporation, a Sterling City Capital portfolio company, as Director of Corporate Development. Prior to joining Sterling City Capital, Mr. Hartman was a Manager with PricewaterhouseCoopers LLP, in its M&A/Transaction Services group. Prior to that, he was employed as a Senior Auditor by Deloitte & Touche LLP.

        David L. Magdol has served as our Chief Investment Officer and Senior Managing Director since 2011. Mr. Magdol is also the chairman of our investment committee. Previously, he served as one of our Senior Vice Presidents and in other executive positions at Main Street since 2007. From 2002, Mr. Magdol has served as a Senior Managing Director and in other executive positions of several Main Street predecessor funds and entities, which are now subsidiaries of ours, including the general partner of Main Street Mezzanine Fund, LP, Main Street Mezzanine Management, LLC, the general partner of Main Street Capital II, LP, Main Street Capital II GP, LLC, and Main Street Capital Partners, LLC. Mr. Magdol joined Main Street from the investment banking group at Lazard Freres & Co. Prior to Lazard, he managed a portfolio of private equity investments for the McMullen Group, a private investment firm/family office capitalized by Dr. John J. McMullen, the former owner of the New Jersey Devils and the Houston Astros. Mr. Magdol began his career in the structured finance services group of JP Morgan Chase.

        Rodger A. Stout has served as our Executive Vice President since 2012 and is also a member of our credit committee. Previously, Mr. Stout served as our Chief Compliance Officer, Senior Vice President—Finance and Administration and Treasurer and in other executive positions at Main Street since 2007. From 2006, Mr. Stout has served as Executive Vice President and in other executive positions of several Main Street predecessor funds and entities, which are now subsidiaries of ours,

132


Table of Contents

including the general partner of Main Street Mezzanine Fund, LP, Main Street Mezzanine Management, LLC, the general partner of Main Street Capital II, LP, Main Street Capital II GP, LLC, and Main Street Capital Partners, LLC. From 2000 to 2006, Mr. Stout was senior vice president and chief financial officer for FabTech Industries, Inc., one of the largest domestic structural steel fabricating companies. From 1985 to 2000, he was a senior financial executive for Jerold B. Katz Interests. He held numerous positions over his 15 year tenure with this national scope financial services conglomerate. Those positions included director, executive vice president, senior financial officer and investment officer. Prior to 1985, Mr. Stout was an international tax executive in the oil and gas service industry.

        Jason B. Beauvais has served as our Senior Vice President, General Counsel, Chief Compliance Officer and Secretary since 2012. Previously, Mr. Beauvais served as our Vice President, General Counsel and Secretary since 2008. From 2008, Mr. Beauvais has also served as General Counsel and in other executive positions of several of our subsidiary funds and entities, including the general partner of Main Street Mezzanine Fund, LP, Main Street Mezzanine Management, LLC, the general partner of Main Street Capital II, LP, Main Street Capital II GP, LLC, and Main Street Capital Partners, LLC. From 2006 through 2008, Mr. Beauvais was an attorney with Occidental Petroleum Corporation (NYSE: OXY), an international oil and gas exploration and production company. Prior to joining Occidental Petroleum Corporation, Mr. Beauvais practiced corporate and securities law at Baker Botts L.L.P., where he primarily counseled companies in public issuances and private placements of debt and equity and handled a wide range of general corporate and securities matters as well as mergers and acquisitions.

        Brent D. Smith has served as our Chief Financial Officer and Treasurer since November 2014 and previously as our Senior Vice President—Finance since August 2014. Mr. Smith previously served as the Executive Vice-President, Chief Financial Officer and Treasurer of Cal Dive International, Inc. from 2010 through June 2014 and in various finance and accounting roles at Cal Dive from 2005 through 2010. On March 3 2015, Cal Dive and certain of its subsidiaries, excluding its foreign subsidiaries, filed for voluntary protection under Chapter 11 of the Bankruptcy Code. Prior to joining Cal Dive, Mr. Smith was a manager with FTI Consulting (NYSE:FCN). Prior to that, Mr. Smith was employed as a senior auditor at Arthur Andersen LLP.

        Nicholas T. Meserve has served as a Managing Director on our middle market investment team since 2012. Previously, from 2004 until 2012, Mr. Meserve worked at Highland Capital Management, LP, a large alternative credit manager, and certain of its affiliates, where he managed a portfolio of senior loans and high yield bonds across a diverse set of industries. Prior to Highland, he was a Credit Analyst at JP Morgan Chase & Co.

        Travis L. Haley has served as Managing Director on our lower middle market team since 2013 and has been with the firm in Associate to Director roles since 2007. Prior to joining Main Street, Mr. Haley was a senior consultant in the Transaction Advisory Services group at Ernst & Young, performing financial due diligence for both strategic and financial buyers and sellers. Before joining the Transaction Advisory Services group, Mr. Haley served as an auditor with Ernst & Young. Mr. Haley is a CPA and began his career with Nueces Marketing Partners, a private investment group.

        Shannon D. Martin has served as our Vice President, Chief Accounting Officer and Assistant Treasurer since 2012. From 2006 to 2012, Mr. Martin worked as an independent consultant and performed financial advisory services for several clients, including functioning as acting Chief Accounting Officer from 2008 to 2011 for EquaTerra, Inc. From 1999 to 2006, Mr. Martin was a director of accounting integration and audit with Quanta Services, Inc. (NYSE: PWR), which provides specialty contracting services to the power, natural gas and telecommunications industries, where he focused on the development of integrated accounting, business and information system processes and

133


Table of Contents

the company's acquisition and integration strategies. From 1992 to 1999, Mr. Martin worked at Arthur Andersen as a manager in the Commercial Services group.

CORPORATE GOVERNANCE

        We maintain a corporate governance section on our website which contains copies of the charters for the committees of our Board of Directors. The corporate governance section may be found at http://mainstcapital.com under "Governance" in the "Investors" section of our website. The corporate governance section contains the following documents, which are available in print to any stockholder who requests a copy in writing to Main Street Capital Corporation, Corporate Secretary's Office, 1300 Post Oak Blvd., 8th Floor, Houston, Texas 77056:

        In addition, our Code of Business Conduct and Ethics and our Corporate Governance and Stock Ownership Guidelines may be found at http://mainstcapital.com under "Governance" in the "Investors" section of our website and are available in print to any stockholder who requests a copy in writing.

Director Independence

        Our Board of Directors currently consists of six members, five of whom are classified under applicable listing standards of the New York Stock Exchange as "independent" directors and under Section 2(a)(19) of the 1940 Act as not "interested persons." Based on these independence standards, our Board of Directors has affirmatively determined that the following directors are independent:

        Our Board of Directors considered certain portfolio investments and other transactions in which our independent directors may have had a direct or indirect interest, including the transactions, if any, described under the heading "Certain Relationships and Related Party Transactions" in evaluating each director's independence under the 1940 Act and applicable listing standards of the New York Stock Exchange, and the Board of Directors determined that no such transaction would impact the ability of any director to exercise independent judgment or impair his independence.

Communications with the Board

        Stockholders or other interested persons may send written communications to the members of our Board of Directors, addressed to Board of Directors, c/o Main Street Capital Corporation, Corporate Secretary's Office, 1300 Post Oak Blvd., 8th Floor, Houston, Texas 77056. All communications received in this manner will be delivered to one or more members of our Board of Directors.

Board Leadership Structure

        Mr. Foster currently serves as both our President and Chief Executive Officer and as the Chairman of our Board of Directors. As our President and Chief Executive Officer, Mr. Foster is an "interested person" under Section 2(a)(19) of the 1940 Act. The Board believes that the Company's President and Chief Executive Officer is currently best situated to serve as Chairman given his history with the Company, his deep knowledge of the Company's business and his extensive experience in managing private debt and equity investments in lower middle market companies and debt investments in middle

134


Table of Contents

market companies. The Company's independent directors bring experience, oversight and expertise from outside the Company and industry, while the President and Chief Executive Officer brings company-specific and industry-specific experience and expertise. The Board believes that the combined role of Chairman, President and Chief Executive Officer promotes strategy development and execution while facilitating effective, timely communication between management and the Board. At the present time, the independent directors feel that the combined Chairman, President and Chief Executive Officer responsibility is optimum for effective corporate governance.

        Our Board of Directors designated Arthur L. French as Lead Independent Director to preside at all executive sessions of non-management directors. In the Lead Independent Director's absence, the remaining non-management directors may appoint a presiding director by majority vote. The non-management directors meet in executive session without management on a regular basis. The Lead Independent Director also has the responsibility of consulting with management on Board and committee meeting agendas, acting as a liaison between management and the non-management directors, including maintaining frequent contact with the Chairman, President and Chief Executive Officer and facilitating collaboration and communication between the non-management directors and management. Stockholders or other interested persons may send written communications to Arthur L. French, addressed to Lead Independent Director, c/o Main Street Capital Corporation, Corporate Secretary's Office, 1300 Post Oak Blvd., 8th Floor, Houston, Texas 77056.

        A key responsibility of the Board is to oversee the development of corporate plans and hold management accountable for the execution of major strategies. The Board believes the combined role of Chairman, President and Chief Executive Officer, together with the role of the Lead Independent Director, is in the best interest of our stockholders because it provides the appropriate balance between strategy development and independent oversight of management.

Board of Directors and its Committees

        Board of Directors.    Our Board of Directors met five times and acted by unanimous written consent seventeen times during 2014. All directors attended at least 75% of the meetings of the Board of Directors and of the committees on which they served during 2014, and five directors attended the 2014 Annual Meeting of Stockholders in person. Our Board of Directors expects each director to make a diligent effort to attend all Board and committee meetings, as well as each Annual Meeting of Stockholders.

        Committees.    Our Board of Directors currently has, and appoints the members of, standing Audit, Compensation and Nominating and Corporate Governance Committees. Each of those committees is comprised entirely of independent directors and has a written charter approved by our Board of Directors. The current members of the committees are identified in the following table.

 
  Board Committees
Director
  Audit   Compensation   Nominating and
Corporate
Governance

Michael Appling Jr. 

  ý       ý

Joseph E. Canon

  ý   ý   Chair

Arthur L. French

      Chair    

J. Kevin Griffin

  Chair       ý

John E. Jackson

  ý   ý    

        Audit Committee.    During the year ended December 31, 2014, the Audit Committee met four times. The Audit Committee is responsible for selecting, engaging and discharging our independent accountants, reviewing the plans, scope and results of the audit engagement with our independent accountants, approving professional services provided by our independent accountants (as well as the

135


Table of Contents

compensation for those services), reviewing the independence of our independent accountants and reviewing the adequacy of our internal control over financial reporting. In addition, the Audit Committee is responsible for assisting our Board of Directors with its review and approval of the determination of the fair value of our investments. Our Board of Directors has determined that each of Messrs. Appling, Canon, Griffin and Jackson is an "Audit Committee financial expert" as defined by the Securities and Exchange Commission, or the SEC. For more information on the backgrounds of these directors, see their biographical information under "Election of Directors" above.

        Compensation Committee.    During the year ended December 31, 2014, the Compensation Committee met four times and acted by unanimous written consent twice. The Compensation Committee determines the compensation and related benefits for our executive officers including the amount of salary, bonus and stock-based compensation to be included in the compensation package for each of our executive officers. In addition, the Compensation Committee assists the Board of Directors in developing and evaluating the compensation of our non-management directors and evaluating succession planning with respect to the chief executive officer and other key executive positions. The Compensation Committee has the authority to engage the services of outside advisers, experts and others as it deems necessary to assist the committee in connection with its responsibilities. The actions of the Compensation Committee are generally reviewed and ratified by the entire Board of Directors, except the employee director does not vote with respect to his compensation.

        Nominating and Corporate Governance Committee.    During the year ended December 31, 2014, the Nominating and Corporate Governance Committee met four times. The Nominating and Corporate Governance Committee is responsible for determining criteria for service on our Board of Directors, identifying, researching and recommending to the Board of Directors director nominees for election by our stockholders, selecting nominees to fill vacancies on our Board of Directors or a committee of the Board, developing and recommending to our Board of Directors any amendments to our corporate governance principles and overseeing the self-evaluation of our Board of Directors and its committees.

Compensation Committee Interlocks and Insider Participation

        Each member of the Compensation Committee is independent for purposes of the applicable listing standards of the New York Stock Exchange. During the year ended December 31, 2014, no member of the Compensation Committee was an officer, former officer or employee of ours or had a relationship disclosable under "Certain Relationships and Related Party Transactions," except as disclosed therein. No interlocking relationship, as defined by the rules adopted by the SEC, existed during the year ended December 31, 2014 between any member of the Board of Directors or the Compensation Committee and an executive officer of Main Street.

Director Nomination Process

        Our Nominating and Corporate Governance Committee has determined that a candidate for election to our Board of Directors must satisfy certain general criteria, including, among other things:

136


Table of Contents

        The Nominating and Corporate Governance Committee seeks to identify potential director candidates who will strengthen the Board of Directors and will contribute to the overall mix of general criteria identified above. In addition to the general criteria, the Nominating and Corporate Governance Committee considers specific criteria, such as particular skills, experiences (whether in business or in other areas such as public service, academia or scientific communities), areas of expertise, specific backgrounds, and other characteristics, that should be represented on the Board of Directors to enhance its effectiveness and the effectiveness of its committees. The Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity; however, the Board and the Nominating and Corporate Governance Committee believe that it is essential that the Board members represent diverse experience and viewpoints and a diverse mix of the specific criteria above. The process of identifying potential director candidates includes establishing procedures for soliciting and reviewing potential nominees from directors and for advising those who suggest nominees of the outcome of such review. The Nominating and Corporate Governance Committee also has the authority to retain and terminate any search firm used to identify director candidates.

        Any stockholder may nominate one or more persons for election as one of our directors at an annual meeting of stockholders if the stockholder complies with the notice, information and consent provisions contained in our by-laws and any other applicable law, rule or regulation regarding director nominations. When submitting a nomination to our company for consideration, a stockholder must provide certain information that would be required under applicable SEC rules, including the following minimum information for each director nominee: full name, age and address; number of any shares of our stock beneficially owned by the nominee, if any; the date such shares were acquired and the investment intent of such acquisition; whether such stockholder believes the nominee is an "interested person" of our company, as defined in 1940 Act; and all other information required to be disclosed in solicitations of proxies for election of directors in an election contest or is otherwise required, including the nominee's written consent to being named in the proxy statement as a nominee and to serving as a director if elected. See "Stockholders' Proposals" in our proxy statement and our by-laws for other requirements of stockholder proposals.

        The Nominating and Corporate Governance Committee will consider candidates identified through the processes described above, and will evaluate each of them, including incumbents, based on the same criteria. The Nominating and Corporate Governance Committee also takes into account the contributions of incumbent directors as Board members and the benefits to us arising from their experience on our Board of Directors. Although the Nominating and Corporate Governance Committee will consider candidates identified by stockholders, the Nominating and Corporate Governance Committee may determine not to recommend those candidates to our Board of Directors, and our Board of Directors may determine not to nominate any candidates recommended by the Nominating and Corporate Governance Committee. None of the director nominees named in this prospectus were nominated by stockholders.

Board's Role in the Oversight of Risk Management

        Our Board of Directors as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant Board Committees that report on their deliberations to the full Board. The oversight responsibility of the Board and its Committees is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment and management of critical risks and management's risk mitigation strategies. Areas of focus include competitive, economic, operational, financial (accounting, credit, liquidity and tax), legal, regulatory, compliance and other risks. The Board and its Committees oversee risks associated with

137


Table of Contents

their respective principal areas of focus, as summarized below. Committees meet in executive session with key management personnel regularly and with representatives of outside advisors as necessary.

Board/Committee
  Primary Areas of Risk Oversight

Full Board

  Strategic, financial and execution risks and exposures associated with the annual operating plan and five-year strategic plan; major litigation and regulatory exposures and other current matters that may present material risk to our operations, plans, prospects or reputation; material acquisitions and divestitures.

Audit Committee

  Risks and exposures associated with financial matters, particularly investment valuation, financial reporting and disclosure, tax, accounting, oversight of independent accountants, internal control over financial reporting, financial policies and credit and liquidity matters.

Compensation Committee

  Risks and exposures associated with leadership assessment, senior management succession planning, executive and director compensation programs and arrangements, including incentive plans, and compensation related regulatory compliance.

Nominating and Corporate Governance Committee

  Risks and exposures relating to our programs and policies relating to legal compliance, corporate governance, and director nomination, evaluation and succession planning.

COMPENSATION OF DIRECTORS

        The following table sets forth the compensation that we paid during the year ended December 31, 2014 to our directors. Directors who are also employees of Main Street or any of its subsidiaries do not receive compensation for their services as directors.

Director Compensation Table

Name
  Fees Earned or
Paid in Cash(1)
  Stock
Awards(2)
  Total  

Arthur L. French

  $ 180,000   $ 30,016   $ 210,016  

Michael Appling Jr. 

    145,000     30,016     175,016  

Joseph E. Canon

    155,000     30,016     185,016  

J. Kevin Griffin

    160,000     30,016     190,016  

John E. Jackson

    145,000     30,016     175,016  

(1)
The following non-employee directors elected to defer a portion of their 2014 annual cash retainers in the form of phantom stock units under the Deferred Compensation Plan for Non-Employee Directors (the "Non-Employee Deferred Compensation Plan"):

Name
  2014 Cash
Deferred
  Phantom Stock
Units Credited
for 2014 Deferral
  Total Phantom
Stock Units at
December 31, 2014
 

Arthur L. French

  $ 50,000     1,602.56     3,759.96  

Michael Appling Jr. 

    50,000     1,602.56     3,759.96  

Joseph E. Canon

    75,000     2,403.85     4,602.34  

J. Kevin Griffin

    50,000     1,602.56     4,797.55  

John E. Jackson

    50,000     1,602.56     3,489.28  

138


Table of Contents

(2)
Each of Messrs. French, Appling, Canon, Griffin and Jackson received an award of 955 restricted shares on May 29, 2014 under the Main Street Capital Corporation 2008 Non-Employee Director Restricted Stock Plan (the "Non-Employee Director Plan"), which will vest 100% on May 4, 2015, the day of the Annual Meeting since the prior day is not a business day, provided that the grantee has been in continuous service as a member of the Board through such date. These amounts represent the grant date fair value of the 2014 stock awards in accordance with FASB ASC Topic 718 based on the closing price of our common stock on the date of grant. Pursuant to SEC rules, the amounts shown exclude the impact of any estimated forfeitures related to service-based vesting conditions. These amounts may not correspond to the actual value that will be recognized by our directors upon vesting. Each of Messrs. French, Appling, Canon, Griffin and Jackson had 955 unvested shares of restricted stock outstanding as of December 31, 2014. Please see the discussion of the assumptions made in the valuation of these awards in Note M to the audited consolidated financial statements included in this prospectus.

        The compensation for non-employee directors for 2014 was comprised of cash compensation paid to or earned by directors in connection with their service as a director. That cash compensation consisted of an annual retainer of $135,000, and an additional $30,000 retainer for the Lead Independent Director. Non-employee directors do not receive fees based on meetings attended absent circumstances that require an exceptionally high number of meetings within an annual period. We also reimburse our non-employee directors for all reasonable expenses incurred in connection with their service on our Board. The chairs of our Board committees and members of the Audit Committee receive additional annual retainers as follows:

        The Non-Employee Director Plan provides a means through which we may attract and retain qualified non-employee directors to enter into and remain in service on our Board of Directors. Under the Non-Employee Director Plan, at the beginning of each one-year term of service on our Board of Directors, each non-employee director receives a number of shares equivalent to $30,000 based on the closing price of a share of our common stock on the New York Stock Exchange (or other exchange on which our shares are then listed) on the date of grant. These shares are subject to forfeiture provisions that will lapse as to an entire award at the end of the one-year term.

        The Non-Employee Deferred Compensation Plan, adopted in 2013, allows each non-employee director, at his option, to defer all or a portion of the cash fees paid for his services as a director until his exit from the Board of Directors. A director's plan account is credited with phantom Main Street stock units with a total value equal to the amount of cash fees deferred and with hypothetical dividends paid on such phantom stock units by crediting additional phantom stock units to the account. The non-employee director will be distributed actual Main Street common shares for the number of phantom stock units in his deferred account within 90 days following the termination of his service as a director.

        For the beneficial ownership of our common stock by each of our directors and the dollar range value of such ownership, please see "Control Persons and Principal Stockholders".

139


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

        The following Compensation Discussion and Analysis, or CD&A, provides information relating to the 2014 compensation of Main Street's Named Executive Officers, or NEOs, for 2014, who were:

Compensation Philosophy and Objectives

        The Main Street compensation system was developed by the Compensation Committee and approved by all independent directors. The system is designed to attract and retain key executives, motivate them to achieve the Company's business objectives and reward them for performance while aligning management's interests with those of the Company's stockholders. The structure of Main Street's incentive compensation programs is formulated to encourage and reward the following, among other things:

        The Compensation Committee has the primary authority to establish compensation for the NEOs and other key employees and administers all executive compensation arrangements and policies. Main Street's Chief Executive Officer assists the Committee by providing recommendations regarding the compensation of NEOs and other key employees, excluding himself. The Committee exercises its discretion by modifying or accepting these recommendations. The Chief Executive Officer routinely attends a portion of the Committee meetings. However, the Committee often meets in executive session without the Chief Executive Officer or other members of management when discussing compensation matters and on other occasions as determined by the Committee.

        The Compensation Committee takes into account competitive market practices with respect to the salaries and total direct compensation of the NEOs. Members of the Committee consider market practices by reviewing public and non-public information for executives at comparable companies and funds. The Committee also has the authority to utilize compensation consultants to better understand competitive pay practices and has retained such expertise in the past.

Independent Compensation Consultant

        The Compensation Committee has engaged Deloitte Consulting LLP ("Deloitte") as an independent compensation consultant to assist the Committee and provide advice on a variety of compensation matters relating to NEO and non-executive director compensation, incentive compensation plans and compensation trends, regulatory matters and compensation planning best

140


Table of Contents

practices. The compensation consultant was hired by and reports directly to the Compensation Committee. Although the compensation consultant may work directly with management on behalf of the Compensation Committee, any such work is under the control and supervision of the Compensation Committee. The total amount of fees paid or to be paid to Deloitte for compensation consulting services during fiscal 2014 was approximately $55,201.

        During fiscal 2014, the Company's management also retained Deloitte and its affiliates to provide certain other services to the Company. These other services included (i) tax services and other tax-related services and (ii) portfolio valuation consulting services. The total amount paid or to be paid for such services (excluding the services as consultant to the Compensation Committee as discussed above) to Deloitte and its affiliates during fiscal 2014 was approximately $562,152. Deloitte was engaged directly by management to provide these other services and, accordingly, Deloitte's engagement for these other services was not formally approved by the Board of Directors or by the Compensation Committee. The Compensation Committee believes that, given their nature and scope, these additional services did not raise a conflict of interest and did not impair Deloitte's ability to provide independent advice to the Compensation Committee concerning executive compensation matters. In making this determination, the Compensation Committee considered, among other things, the following factors when selecting Deloitte to provide compensation consulting services: (i) the types of non-compensation services provided by Deloitte, (ii) the amount of fees for such non-compensation services, noting in particular that such fees are negligible when considered in the context of Deloitte's total revenues for the period, (iii) Deloitte's policies and procedures concerning conflicts of interest, (iv) Deloitte's representatives who advise the Compensation Committee do not provide any non-compensation related services to the Company, (v) there are no other business or personal relationships between the Company's management or members of the Compensation Committee, on the one hand, and any Deloitte representatives who provide compensation consulting services to the Company, on the other hand, and (vi) neither Deloitte nor any of the Deloitte representatives who provide compensation services to the Company own any common stock or other securities of the Company.

Assessment of Market Data

        In assessing the competitiveness of executive compensation levels, the Compensation Committee analyzes market data of certain companies, including internally managed business development companies, or BDCs, private equity firms and other asset management and financial services companies. This analysis focuses on key elements of compensation practices in general, and more specifically, the compensation practices at companies and funds reasonably comparable in asset size, typical investment size and type, market capitalization and general business scope as compared to the Company.

        As regards to other internally managed BDCs like Main Street, the Compensation Committee considers the compensation practices and policies pertaining to executive officers as detailed in their company's respective proxies, research analysts' reports and other publicly available information. However, there are relatively few internally managed BDCs and none of them are directly comparable to the Company in regards to business strategies, assets under management, typical investment size and type and market capitalization. Moreover, regarding the compensation and retention of executive talent, the Company also competes with private equity funds, mezzanine debt funds, hedge funds and other types of specialized investment funds. Since these are generally private companies that are not required to publicly disclose their executive compensation practices and policies, the Committee relies on third party compensation surveys as well as other available information to compare compensation practices and policies.

        Items taken into account from comparable companies and funds include, but are not necessarily limited to, base compensation, bonus compensation, stock option awards, restricted stock awards,

141


Table of Contents

carried interest and other compensation. In addition to actual levels of cash and equity related compensation, the Compensation Committee also considers other approaches comparable companies are taking with regard to overall executive compensation practices. Such items include, but are not necessarily limited to, the use of employment agreements for certain employees, the mix of cash and equity compensation, the use of third party compensation consultants and certain corporate and executive performance measures that are established to achieve longer term total return for stockholders. Finally, in addition to analyzing comparable companies and funds, the Committee also evaluates the relative cost structure of the Company as compared to the entire BDC sector, including internally and externally managed BDCs as well as other private funds.

Assessment of Company Performance

        The Compensation Committee believes that sustained financial performance coupled with consistent stockholders' returns as well as proportional employee compensation are essential components for Main Street's long-term business success. Main Street typically makes three to seven year investments in its portfolio companies. However, the Company's business plan involves taking on investment risks over a range of time periods. Accordingly, much emphasis is focused on maintaining the stability of net asset values as well as the continuity of earnings to pass through to stockholders in the form of recurring dividends. The quality of the earnings supporting the dividends as well as the maintenance and growth of dividends are key metrics in the Committee's assessment of financial performance.

        Main Street's primary strategy is to generate current income from debt investments and to realize capital gains from equity-related investments. This income supports the payment of dividends to stockholders. The recurring payment of dividends requires a methodical investment acquisition approach and active monitoring and management of the investment portfolio over time. A meaningful part of the Company's employee base is dedicated to the maintenance of asset values and expansion of this recurring income to sustain and grow dividends. The Committee believes that stability with regard to the management team is important in achieving successful implementation of the Company's strategy. Further, the Committee, in establishing and assessing executive salary and performance incentives, is more focused on Main Street results as compared to its business objectives rather than the performance of Main Street relative to other comparable companies or industry metrics.

Executive Compensation Components

        For 2014, the components of Main Street's direct compensation program for NEOs included:

        The Compensation Committee designs each NEO's direct compensation package to appropriately reward the NEO for his or her contribution to the Company. The judgment and experience of the Committee are weighed with individual and Company performance metrics and consultation with the Chief Executive Officer (except with respect to himself) to determine the appropriate mix of compensation for each individual. The Compensation Committee does not target a specific level of compensation relative to market practice, and only uses such data as a reference point when establishing compensation levels for NEOs. Cash compensation consisting of base salary and discretionary bonuses tied to achievement of individual performance goals that are reviewed and approved by the Committee, as well as corporate objectives, are intended to motivate NEOs to remain with the Company and work to achieve expected business objectives. Stock-based compensation is

142


Table of Contents

awarded based on performance expectations approved by the Committee for each NEO. The blend of short-term and long-term compensation may be adjusted from time to time to balance the Committee's views regarding the benefits of current cash compensation and appropriate retention incentives.

        Base salary is used to recognize the experience, skills, knowledge and responsibilities required of the NEOs in their roles. In connection with establishing the base salary of each NEO, the Compensation Committee and management consider a number of factors, including the seniority and experience level of the individual, the functional responsibilities of the position, the experience level of the individual, the Company's ability to replace the executive, the past base salary of the individual and the relative number of well-qualified candidates available in the area. In addition, the Committee considers publicly available information regarding the base salaries paid to similarly situated executive officers and other competitive market practices.

        The salaries of the NEOs are reviewed on an annual basis, as well as at the time of promotion or any substantial change in responsibilities. The key factors in determining increases in salary level are relative performance and competitive pressures.

        Annual cash bonuses are intended to reward individual performance during the year and can therefore be variable from year to year. Cash bonus awards for the NEOs are determined by the Compensation Committee on a discretionary basis and based on performance criteria, particularly the company's dividend performance as well as corporate and individual performance goals and other measures established by the Committee with the Chief Executive Officer's input (except with respect to his own performance criteria). Should actual performance exceed expected performance criteria, the Committee may adjust individual cash bonuses to take such superior performance into account.

        Main Street's Board of Directors and stockholders approved the 2008 Equity Incentive Plan to provide stock-based awards as long-term incentive compensation to employees, including the NEOs. The Company uses stock-based awards to (i) attract and retain key employees, (ii) motivate employees by means of performance-related incentives to achieve long-range performance goals, (iii) enable employees to participate in the Company's long-term growth in value and (iv) link employees' compensation to the long-term interests of stockholders. At the time of each award, the Compensation Committee will determine the terms of the award, including any performance period (or periods) and any performance objectives relating to vesting of the award.

        Restricted Stock.    Main Street has received exemptive relief from the SEC that permits the Company to grant restricted stock in exchange for or in recognition of services by its executive officers and employees. Pursuant to the 2008 Equity Incentive Plan, the Compensation Committee may award shares of restricted stock to plan participants in such amounts and on such terms as the Committee determines in its sole discretion, provided that such awards are consistent with the conditions set forth in the SEC's exemptive order. Each restricted stock grant will be for a fixed number of shares as set forth in an award agreement between the grantee and Main Street. Award agreements will set forth time and/or performance vesting schedules and other appropriate terms and/or restrictions with respect to awards, including rights to dividends and voting rights. The Committee's past practice has been to have restricted stock awards for NEOs vest over a four year time frame in equal increments based on continued service during the vesting period. However, beginning in 2015, the Committee plans to have restricted stock awards for all employees, including NEOs, vest over a three year time frame instead of four to be more closely aligned with comparable companies.

143


Table of Contents

        Our Board of Directors has adopted the 2015 Equity and Incentive Plan and recommended that it be submitted to stockholders for their approval at the Annual Meeting. If our stockholders approve our 2015 Equity and Incentive Plan, stock-based awards granted as long-term incentive compensation to employees will be issued thereunder going forward, and no further awards would be granted under the 2008 Equity Incentive Plan. Terms of the 2015 Equity and Incentive Plan are substantially similar to the 2008 Equity Incentive Plan. Please refer to "Approval of the 2015 Equity and Incentive Plan (Item 2)" in our proxy statement for a summary of certain principal features of the 2015 Equity and Incentive Plan, and to Appendix A in our proxy statement for the actual text of the 2015 Equity and Incentive Plan.

        Options.    The Compensation Committee may also grant stock options to purchase Main Street's common stock (including incentive stock options and nonqualified stock options). The Committee expects that any options granted by it will represent a fixed number of shares of common stock, will have an exercise price equal to the fair market value of common stock on the date of grant, and will be exercisable, or "vested," at some later time after grant. Some stock options may provide for vesting based on the grantee remaining employed by Main Street for a period of time, and some may provide for vesting based on the grantee and/or the Company attaining specified performance levels. To date, the Committee has not granted stock options to any NEO.

        Main Street's NEOs participate in the same benefit plans and programs as the Company's other employees, including comprehensive medical and dental insurance, vision care, business travel insurance and short term disability coverage as well as long term disability insurance.

        Main Street maintains a 401(k) plan for all full-time employees who are at least 21 years of age through which the Company makes non-discretionary matching contributions to each participant's plan account on the participant's behalf. For each participating employee, the Company's contribution is generally a 100% match of the employee's contributions up to a 4.5% contribution level with a maximum annual regular matching contribution of $11,700 during 2014. All contributions to the plan, including those made by the Company, vest immediately. The Board of Directors may also, at its sole discretion, provide that the Company will make additional contributions to employee 401(k) plan accounts, which would also vest immediately.

        The Company provides no other material benefits, perquisites or retirement benefits to the NEOs. Moreover, the Company does not have an employment agreement in place with any NEO.

Potential Payments Upon Change in Control or Termination of Employment

        Upon specified transactions involving a change in control (as defined in the 2008 Equity Incentive Plan), all outstanding awards under the 2008 Equity Incentive Plan may either be assumed or substituted for by the surviving entity. If the surviving entity does not assume or substitute similar awards, the awards held by the plan participants will be subject to accelerated vesting in full and, in the case of options, then terminated to the extent not exercised within a designated time period.

        Transactions involving a "change in control" under the 2008 Equity Incentive Plan include:

144


Table of Contents

        In addition, our restricted stock awards provide that upon a participant's death, disability, involuntary termination without cause or voluntary termination with good reason (each as defined in the award agreement), the unvested shares of restricted stock will fully vest.

        The number of shares and value of unvested restricted stock for each NEO as of December 31, 2014 that would have vested under the acceleration scenarios described above is shown under "Compensation of Executive Officers—Outstanding Equity Awards at Fiscal Year-End." Other than the accelerated vesting of restricted stock, we would not incur any other payment obligations to our NEOs in the event of a change in control or any of the aforementioned causes of termination of employment.

Tax Deductibility of Compensation

        Section 162(m) of the Internal Revenue Code of 1986 generally disallows a deduction to public companies to the extent of excess annual compensation over $1 million paid to certain executive officers, except for qualified performance-based compensation. Main Street's general policy, where consistent with business objectives, is to preserve the deductibility of executive officer compensation. However, the Compensation Committee may authorize amounts and forms of compensation that might not be deductible if the Committee deems such to be in the best interests of Main Street and its stockholders.

Stockholder Advisory Vote on Executive Compensation

        At our 2014 Annual Meeting of Stockholders, our stockholders provided an advisory vote with 93% of the votes cast approving our compensation philosophy, policies and procedures and the 2013 fiscal year compensation of our NEOs (the "Advisory Vote"). Subsequently, the Compensation Committee considered the results of the Advisory Vote in determining compensation policies and decisions of the Company. The Advisory Vote affected the Company's executive compensation decisions and policies by reaffirming the Company's compensation philosophies, and the Compensation Committee will continue to use these philosophies and past practice in determining future compensation decisions.

2014 Compensation Determination

        The Compensation Committee analyzed the competitiveness of the components of compensation described above on both an individual and aggregate basis. The Committee believes that the total compensation paid to the NEOs for the fiscal year ended December 31, 2014, is consistent with the overall objectives of Main Street's executive compensation program.

        The Compensation Committee annually reviews the base salary of each executive officer, including each NEO, and determines whether or not to increase it in its sole discretion. Increases to base salary can be awarded to recognize, among other things, relative performance, relative cost of living and competitive pressures.

        In 2014, the Compensation Committee approved base salary increases for each NEO, except for Mr. Smith who joined the company in August 2014, in recognition each NEO's and the Company's

145


Table of Contents

performance for the year and also to more closely align each NEO's compensation with similar executive officers of comparable companies.

        The amount of annual base salary paid to each NEO for 2014 is presented under the caption entitled "Compensation of Executive Officers—Summary Compensation Table." The Committee believes that the salary changes and resulting base salaries were competitive in the market place and appropriate for Main Street executives as a key component of an overall compensation package.

        Cash bonuses are determined annually by the Compensation Committee and are based on individual and corporate performance objectives coupled with Committee discretion as appropriate. The 2014 performance criteria used for determining the cash bonuses for NEOs included, among other things, the following:

        The Company paid cash bonuses to NEOs for 2014 in recognition of the Company's excellent financial results, as well as each individual NEO's accomplishments and contributions to the Company's performance. Major achievements considered by the Compensation Committee included increased distributable net investment income per share, total stockholder return versus comparable companies and the market in general, increased dividends per share, increased net asset value per share, the net appreciation and growth of the investment portfolio, continuation of our low total operating cost structure in comparison to peer organizations, obtaining an investment grade rating from Standard & Poor's Ratings Services and increased assets under management and related income. The Compensation Committee did not weight these objectives and used its discretion in determining the amount allocated to each executive. In summary, the performance of individual NEOs and the management team overall was at a consistent high level resulting in very commendable financial results.

        The amount of cash bonus paid to each NEO for 2014 is presented under the caption entitled "Compensation of Executive Officers—Summary Compensation Table." The Committee believes that these cash bonus awards are individually appropriate based on 2014 performance. Such bonuses comprise a key component of the Company's overall compensation program.

        The Company granted restricted shares to our NEOs in 2014 to recognize individual contributions to corporate strategic priorities and to the long-term performance of the Company. Other objectives of restricted stock awards were to assist with retention, align NEO interests with stockholders' and to provide competitive total direct compensation. Contributions to the future success of the Company include expanded roles of NEOs within the Company, recruitment and development of personnel, advancement of strategic initiatives with benefits beyond the current year, development of appropriate capital structure alternatives and enhancement of the Company's reputation with key constituents.

146


Table of Contents

        The amount of restricted shares granted to each NEO in 2014 is presented under the caption entitled "Compensation of Executive Officers—Grants of Plan-Based Awards." The Committee is currently assessing the potential for long-term incentive compensation through grants of restricted shares to our NEOs for 2015, which are expected to be awarded in April 2015.

COMPENSATION OF EXECUTIVE OFFICERS

        The following table summarizes the compensation of our Named Executive Officers, or NEOs, for the fiscal year ended December 31, 2014.

Summary Compensation Table

Name and Principal Position
  Year   Salary   Bonus(1)   Stock
Awards(2)
  All Other
Compensation(3)
  Total  

Vincent D. Foster

    2014   $ 536,250   $ 1,100,000   $ 1,408,761   $ 11,700   $ 3,056,711  

Chairman, President and

    2013     490,000     1,000,000     1,232,876     11,475     2,734,351  

Chief Executive Officer

    2012     470,500     1,000,000     574,688     11,250     2,056,438  

Dwayne L. Hyzak

    2014   $ 377,500   $ 675,000   $ 1,056,563   $ 11,700   $ 2,120,763  

Chief Operating Officer and

    2013     332,500     545,000     972,076     11,475     1,861,051  

Senior Managing Director

    2012     307,500     600,000     377,409     11,250     1,296,159  

Curtis L. Hartman

    2014   $ 318,750   $ 510,000   $ 603,755   $ 11,700   $ 1,444,205  

Chief Credit Officer and

    2013     296,250     365,000     777,645     11,475     1,450,370  

Senior Managing Director

    2012     282,500     425,000     304,446     11,250     1,023,196  

David L. Magdol

    2014   $ 318,750   $ 440,000   $ 905,648   $ 11,700   $ 1,676,098  

Chief Investment Officer and

    2013     296,250     440,000     853,526     11,475     1,601,251  

Senior Managing Director

    2012     282,500     425,000     304,446     11,250     1,023,196  

Jason B. Beauvais

    2014   $ 294,375   $ 350,000   $ 402,503   $ 11,700   $ 1,058,578  

Senior Vice President, General Counsel,

    2013     280,000     320,000     331,925     11,475     943,400  

Chief Compliance Officer and Secretary

                                     

Brent D. Smith(4)

    2014   $ 96,955   $ 150,000   $ 434,780   $ 4,837   $ 686,572  

Chief Financial Officer and Treasurer

                                     

(1)
These amounts reflect annual cash bonuses earned by the NEOs based on individual and corporate performance as determined by the Compensation Committee.

(2)
These amounts represent the fair value of restricted stock awards in accordance with FASB ASC Topic 718 based on the closing price of our common stock on the grant date. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. These amounts do not correspond to the actual value that will be recognized by our NEOs upon the vesting of such grants. Please see the discussion of the assumptions made in the valuation of these awards in Note M to the audited consolidated financial statements included in this prospectus.

(3)
These amounts reflect employer matching contributions we made to each NEO's account in our 401(k) plan.

(4)
The salary for Mr. Smith reflects salary paid to him between his start date with the Company on August 25, 2014 and December 31, 2014.

147


Table of Contents

Grants of Plan-Based Awards

        The following table sets forth information regarding restricted stock awards granted to our NEOs in fiscal 2014:

Name
  Grant Date   Stock Awards;
Number of
Shares of
Stock(1)
  Grant Date
Fair Value
of Stock
Awards
 

Vincent D. Foster

    June 20, 2014     44,751   $ 1,408,761  

Dwayne L. Hyzak

    June 20, 2014     33,563     1,056,563  

Curtis L. Hartman

    June 20, 2014     19,179     603,755  

David L. Magdol

    June 20, 2014     28,769     905,648  

Jason B. Beauvais

    June 20, 2014     12,786     402,503  

Brent D. Smith

    August 25, 2014     13,415     434,780  

(1)
Restricted stock grants to NEOs under the 2008 Equity Incentive Plan through 2014 generally vest ratably over four years from the grant date, and all underlying shares are entitled to dividends and voting rights beginning on the grant date. Mr. Smith's restricted shares were granted on his date of hire and vest in one-third increments on June 20, 2015, June 20, 2016 and June 20, 2017.

Outstanding Equity Awards at Fiscal Year-End

        The following table sets forth the awards of restricted stock for which forfeiture provisions have not lapsed and remain outstanding at December 31, 2014:

 
  Stock Awards  
Name
  Number of
Shares of Stock
That Have Not
Vested(1)
  Market Value of
Shares of Stock
That Have Not
Vested(2)
 

Vincent D. Foster

    97,299 (3) $ 2,845,023  

Dwayne L. Hyzak

    71,656 (4)   2,095,221  

Curtis L. Hartman

    50,307 (5)   1,470,977  

David L. Magdol

    62,015 (6)   1,813,319  

Jason B. Beauvais

    29,265 (7)   855,709  

Brent D. Smith

    13,415 (8)   392,255  

(1)
No restricted stock awards have been transferred.

(2)
The market value of shares of stock that have not vested was determined based on the closing price of our common stock on the New York Stock Exchange at December 31, 2014.

(3)
34,736 shares will vest on June 20, 2015; 28,716 shares will vest on June 20, 2016; 22,659 shares will vest on June 20, 2017; and 11,188 shares will vest on June 20, 2018, subject in each case to the NEO still being employed by us on the respective vesting date.

(4)
24,416 shares will vest on June 20, 2015; 21,413 shares will vest on June 20, 2016; 17,436 shares will vest on June 20, 2017; and 8,391 shares will vest on June 20, 2018, subject in each case to the NEO still being employed by us on the respective vesting date.

(5)
18,242 shares will vest on June 20, 2015; 15,239 shares will vest on June 20, 2016; 12,031 shares will vest on June 20, 2017; and 4,795 shares will vest on June 20, 2018, subject in each case to the NEO still being employed by us on the respective vesting date.

148


Table of Contents

(6)
21,346 shares will vest on June 20, 2015; 18,342 shares will vest on June 20, 2016; 15,134 shares will vest on June 20, 2017; and 7,193 shares will vest on June 20, 2018, subject in each case to the NEO still being employed by us on the respective vesting date.

(7)
10,676 shares will vest on June 20, 2015; 9,106 shares will vest on June 20, 2016; 6,286 shares will vest on June 20, 2017; and 3,197 shares will vest on June 20, 2018, subject in each case to the NEO still being employed by us on the respective vesting date.

(8)
4,471 shares will vest on June 20, 2015; 4,472 shares will vest on June 20, 2016; and 4,472 shares will vest on June 20, 2017, subject in each case to the NEO still being employed by us on the respective vesting date.

Equity Awards Vested in Fiscal Year

        The following table sets forth information regarding shares of restricted stock for which forfeiture restrictions lapsed during the fiscal year ended December 31, 2014:

 
  Stock Awards  
Name
  Number of
Shares
Acquired on
Vesting(1)
  Value
Realized on
Vesting(2)
 

Vincent D. Foster

    31,032   $ 987,292  

Dwayne L. Hyzak

    20,393     648,043  

Curtis L. Hartman

    17,815     566,888  

David L. Magdol

    18,521     589,113  

Jason B. Beauvais

    8,849     280,471  

Brent D. Smith

         

(1)
Number of shares acquired upon vesting is before withholding of vesting shares by the Company to satisfy tax withholding obligations. Each of our NEOs elected to satisfy his tax withholding obligations by having the Company withhold a portion of his vesting shares.

(2)
Value realized upon vesting is based on the closing price of our common stock on the vesting date.

Potential Payments Upon Change in Control or Termination of Employment

        As described in "Compensation Discussion and Analysis," our restricted stock awards to employees, including NEOs, provide that upon certain transactions involving a change in control, or upon a participant's death, disability, involuntary termination without cause or voluntary termination with good reason (each as defined in the award agreement), the unvested shares of restricted stock will fully vest. The number of shares and value of unvested restricted stock for each NEO as of December 31, 2014 that would have vested under the acceleration scenarios described above is shown under the heading "—Outstanding Equity Awards at Fiscal Year-End." Other than the accelerated vesting of restricted stock, we would not incur any other payment obligations to our NEOs in the event of a change in control or any of the aforementioned causes of termination of employment.

Risk Management and Compensation Policies and Practices

        We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company. In addition, the Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks.

149


Table of Contents

        The Compensation Committee has reviewed the elements of executive compensation to determine whether any portion of executive compensation encouraged excessive risk taking and concluded:

        Furthermore, as described in "Compensation Discussion and Analysis," compensation decisions include subjective considerations, which restrain the influence of formulae or objective factors on excessive risk taking.

150


Table of Contents


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        We have procedures in place for the review, approval and monitoring of transactions involving us and certain persons related to us. As a BDC, the 1940 Act restricts us from participating in transactions with any persons affiliated with us, including our officers, directors and employees and any person controlling or under common control with us, subject to certain exceptions.

        In the ordinary course of business, we enter into transactions with portfolio companies that may be considered related party transactions. We have implemented certain policies and procedures, both written and unwritten, to ensure that we do not engage in any prohibited transactions with any persons affiliated with us. If such affiliations are found to exist, we seek Board and/or committee review and approval or exemptive relief for such transactions, as appropriate.

        In addition, our code of business conduct and ethics, which is applicable to all of our employees, officers and directors, requires that all employees, officers and directors avoid any conflict, or the appearance of a conflict, between an individual's personal interests and our interests. Our code of business conduct and ethics is available at http://mainstcapital.com under "Governance" in the "Investors" section of our website.


CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS

        The following table sets forth information with respect to the beneficial ownership of our common stock by:

        Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. There is no common stock subject to options that are currently exercisable or exercisable within 60 days of March 6, 2015. Percentage of beneficial ownership is based on 45,160,465 shares of common stock outstanding as of March 6, 2015.

        Unless otherwise indicated, to our knowledge, each stockholder listed below has sole voting and investment power with respect to the shares beneficially owned by the stockholder, and maintains an

151


Table of Contents

address c/o Main Street Capital Corporation. Our address is 1300 Post Oak Boulevard, 8th Floor, Houston, Texas 77056.

 
  Shares Owned Beneficially  
Name
  Number   Percentage  

Independent Directors:

             

Michael Appling Jr. 

    90,509 (1)   *  

Joseph E. Canon

    40,139 (2)   *  

Arthur L. French

    42,581 (3)   *  

J. Kevin Griffin

    12,695 (4)   *  

John E. Jackson

    11,151 (5)   *  

Interested Directors:

             

Vincent D. Foster

    1,513,017 (6)   3.35 %

Executive Officers:

             

Dwayne L. Hyzak

    256,918     *  

Curtis L. Hartman

    198,083     *  

David L. Magdol

    256,765     *  

Rodger A. Stout

    145,612 (7)   *  

Jason B. Beauvais

    60,832     *  

Brent D. Smith

    13,545     *  

Shannon D. Martin

    16,040     *  

All Directors and Executive Officers as a Group (13 persons)

    2,657,888     5.89 %

*
Less than 1%

(1)
Includes 3,804 phantom stock units received under the Non-Employee Deferred Compensation Plan in connection with the deferral of director cash retainer amounts. The director has no investment or voting powers for phantom stock units held under the Non-Employee Deferred Compensation Plan.

(2)
Includes 4,656 phantom stock units received under the Non-Employee Deferred Compensation Plan in connection with the deferral of certain director cash retainer amounts. The director has no investment or voting powers for phantom stock units held under the Non-Employee Deferred Compensation Plan.

(3)
Includes 37,822 shares of common stock held by Flying F, LLC, which are beneficially owned by Mr. French, and 3,804 phantom stock units received under the Non-Employee Deferred Compensation Plan in connection with the deferral of certain director cash retainer amounts. The director has no investment or voting powers for phantom stock units held under the Non-Employee Deferred Compensation Plan.

(4)
Includes 4,853 phantom stock units received under the Non-Employee Deferred Compensation Plan in connection with the deferral of certain director cash retainer amounts. The director has no investment or voting powers for phantom stock units held under the Non-Employee Deferred Compensation Plan.

(5)
Includes 3,530 phantom stock units received under the Non-Employee Deferred Compensation Plan in connection with the deferral of certain director cash retainer amounts. The director has no investment or voting powers for phantom stock units held under the Non-Employee Deferred Compensation Plan.

(6)
Includes 12,638 shares of common stock held by Foster Irrevocable Trust for the benefit of Mr. Foster's children. Although Mr. Foster is not the trustee, and accordingly does not have voting power or dispositive power over these shares, he may from time to time

152


Table of Contents

(7)
Includes 12,500 shares of common stock pledged as collateral for a personal real estate loan.

        The Board of Directors has established stock ownership guidelines pursuant to which independent directors and the Chief Executive Officer, President, Chief Financial Officer and other NEOs are required to achieve and maintain minimum levels of stock ownership. Our Corporate Governance and Stock Ownership Guidelines may be found at http://mainstcapital.com under "Governance" in the "Investors" section of our website.

        Our insider trading policy prohibits our directors, officers and employees from holding shares of our common stock or other securities issued by us in a margin account, hedging any such securities or pledging any such securities as collateral for a loan except in limited cases with the pre-approval of our chief compliance officer.

        The following table sets forth, as of March 6, 2015, the dollar range of our equity securities that is beneficially owned by each of our directors.

 
  Dollar Range
of Equity
Securities
Beneficially
Owned(1)(2)(3)

Interested Directors:

   

Vincent D. Foster

  over $100,000

Independent Directors:

   

Michael Appling Jr. 

  over $100,000

Joseph E. Canon

  over $100,000

Arthur L. French

  over $100,000

J. Kevin Griffin

  over $100,000

John E. Jackson

  over $100,000

(1)
Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act.

(2)
The dollar range of equity securities beneficially owned by our directors is based on the closing price of our common stock on the New York Stock Exchange of $31.42 per share as of March 6, 2015.

(3)
The dollar ranges of equity securities beneficially owned are: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000, or over $100,000.

153


Table of Contents


SALES OF COMMON STOCK BELOW NET ASSET VALUE

        Our stockholders may from time to time vote to allow us to issue common stock at a price below the net asset value (NAV) per share of our common stock. In such an approval, our stockholders may not specify a maximum discount below net asset value at which we are able to issue our common stock. In order to sell shares pursuant to such a stockholder authorization:

        We are also permitted to sell shares of common stock below NAV per share in rights offerings. Any offering of common stock below NAV per share will be designed to raise capital for investment in accordance with our investment objectives and business strategies.

        In making a determination that an offering below NAV per share is in our and our stockholders' best interests, our Board of Directors would consider a variety of factors including:

        We did not seek stockholder authorization to issue common stock at a price below net asset value per share at our 2014 or 2015 Annual Meetings of Stockholders because our common stock price per share has been trading significantly above the current net asset value per share of our common stock, but we may seek such authorization at future Annual Meetings or Special Meetings of Stockholders.

        Sales by us of our common stock at a discount from NAV pose potential risks for our existing stockholders whether or not they participate in the offering, as well as for new investors who participate in the offering.

        The following three headings and accompanying tables will explain and provide hypothetical examples on the impact of an offering at a price less than NAV per share on three different sets of investors:

154


Table of Contents

Impact on Existing Stockholders who do not Participate in the Offering

        Our existing stockholders who do not participate in an offering below NAV per share or who do not buy additional shares in the secondary market at the same or lower price we obtain in the offering (after expenses and commissions) face the greatest potential risks. These stockholders will experience an immediate decrease (often called dilution) in the NAV of the shares they hold and their NAV per share. These stockholders will also experience a disproportionately greater decrease in their participation in our earnings and assets and their voting power than the increase we will experience in our assets, potential earning power and voting interests due to the offering. These stockholders may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential decreases in NAV per share. This decrease could be more pronounced as the size of the offering and level of discount to NAV increases.

        The following table illustrates the level of NAV dilution that would be experienced by a nonparticipating stockholder in four different hypothetical offerings of different sizes and levels of discount from NAV per share. Actual sales prices and discounts may differ from the presentation below.

        The examples assume that Company XYZ has 1,000,000 common shares outstanding, $15,000,000 in total assets and $5,000,000 in total liabilities. The current NAV and NAV per share are thus $10,000,000 and $10.00. The table illustrates the dilutive effect on nonparticipating Stockholder A of (1) an offering of 50,000 shares (5% of the outstanding shares) at $9.50 per share after offering expenses and commissions (a 5% discount from NAV), (2) an offering of 100,000 shares (10% of the outstanding shares) at $9.00 per share after offering expenses and commissions (a 10% discount from NAV), (3) an offering of 250,000 shares (25% of the outstanding shares) at $8.00 per share after offering expenses and commissions (a 20% discount from NAV) and (4) an offering of 250,000 shares (25% of the outstanding shares) at $0.01 per share after offering expenses and commissions (a 100% discount from NAV). The prospectus supplement pursuant to which any discounted offering is made

155


Table of Contents

will include a chart based on the actual number of shares in such offering and the actual discount to the most recently determined NAV.

 
   
  Example 1
5% Offering at
5% Discount
  Example 2
10% Offering at
10% Discount
  Example 3
25% Offering at
20% Discount
  Example 4
25% Offering at
100% Discount
 
 
  Prior to
Sale Below
NAV
  Following
Sale
  % Change   Following
Sale
  % Change   Following
Sale
  % Change   Following
Sale
  % Change  

Offering Price

                                                       

Price per Share to Public(1)

      $ 10.00       $ 9.47       $ 8.42       $ 0.01      

Net Proceeds per Share to Issuer

      $ 9.50       $ 9.00       $ 8.00       $ 0.01      

Increase in Shares and Decrease to NAV

                                                       

Total Shares Outstanding

    1,000,000     1,050,000     5.00 %   1,100,000     10.00 %   1,250,000     25.00 %   1,250,000     25.00 %

NAV per Share

  $ 10.00   $ 9.98     (0.20 )% $ 9.91     (0.90 )% $ 9.60     (4.00 )% $ 8.00     (20.00 )%

Dilution to Nonparticipating Stockholder A

                                                       

Share Dilution

                                                       

Shares Held by Stockholder A

    10,000     10,000         10,000         10,000         10,000      

Percentage Outstanding Held by Stockholder A

    1.00 %   0.95 %   (4.76 )%   0.91 %   (9.09 )%   0.80 %   (20.00 )%   0.80 %   (20.00 )%

NAV Dilution

                                                       

Total NAV Held by Stockholder A

  $ 100,000   $ 99,800     (0.20 )% $ 99,100     (0.90 )% $ 96,000     (4.00 )% $ 80,000     (20.00 )%

Total Investment by Stockholder A (Assumed to be $10.00 per Share)                 

  $ 100,000   $ 100,000       $ 100,000       $ 100,000       $ 100,000      

Total Dilution to Stockholder A (Total NAV Less Total Investment)

        $ (200 )     $ (900 )     $ (4,000 )     $ (20,000 )    

NAV Dilution per Share

                                                       

NAV per Share Held by Stockholder A

        $ 9.98       $ 9.91       $ 9.60       $ 8.00      

Investment per Share Held by Stockholder A (Assumed to be $10.00 per Share on Shares Held Prior to Sale)

  $ 10.00   $ 10.00       $ 10.00       $ 10.00       $ 10.00      

NAV Dilution per Share Experienced by Stockholder A (NAV per Share Less Investment per Share)

        $ (0.02 )     $ (0.09 )     $ (0.40 )     $ (2.00 )    

Percentage NAV Dilution Experienced by Stockholder A (NAV Dilution per Share Divided by Investment per Share)

                (0.20 )%         (0.90 )%         (4.00 )%         (20.00 )%

(1)
Assumes 5% in selling compensation and expenses paid by us.

Impact on Existing Stockholders who do Participate in the Offering

        Our existing stockholders who participate in an offering below NAV per share or who buy additional shares in the secondary market at the same or lower price as we obtain in the offering (after expenses and commissions) will experience the same types of NAV dilution as the nonparticipating stockholders, albeit at a lower level, to the extent they purchase less than the same percentage of the discounted offering as their interest in our shares immediately prior to the offering. The level of NAV dilution to such stockholders will decrease as the number of shares such stockholders purchase increases. Existing stockholders who buy more than their proportionate percentage will experience NAV dilution but will, in contrast to existing stockholders who purchase less than their proportionate share of the offering, experience an increase (often called accretion) in NAV per share over their investment per share and will also experience a disproportionately greater increase in their participation in our earnings and assets and their voting power than our increase in assets, potential earning power and voting interests due to the offering. The level of accretion will increase as the excess number of shares purchased by such stockholder increases. Even a stockholder who over-participates will, however, be subject to the risk that we may make additional discounted offerings in which such stockholder does not participate, in which case such a stockholder will experience NAV dilution as described above in such subsequent offerings. These stockholders may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential decreases in NAV per share. This decrease could be more pronounced as the size of the offering and the level of discount to NAV increases.

        The following chart illustrates the level of dilution and accretion in the hypothetical 25% offering at a 20% discount from the prior chart (Example 3) for a stockholder that acquires shares equal to (1) 50% of its proportionate share of the offering (i.e., 1,250 shares, which is 0.5% of an offering of 250,000 shares rather than its 1.0% proportionate share) and (2) 150% of such percentage (i.e., 3,750 shares, which is 1.5% of an offering of 250,000 shares rather than its 1.0% proportionate share). The

156


Table of Contents

prospectus supplement pursuant to which any discounted offering is made will include a chart for this example based on the actual number of shares in such offering and the actual discount from the most recently determined NAV per share.

 
   
  50% Participation   150% Participation  
 
  Prior to
Sale Below
NAV
  Following
Sale
  % Change   Following
Sale
  % Change  

Offering Price

                               

Price per Share to Public(1)

      $ 8.42       $ 8.42      

Net Proceeds per Share to Issuer

      $ 8.00       $ 8.00      

Increase in Shares and Decrease to NAV

                               

Total Shares Outstanding

    1,000,000     1,250,000     25.00 %   1,250,000     25.00 %

NAV per Share

  $ 10.00   $ 9.60     (4.00 )% $ 9.60     (4.00 )%

Dilution/Accretion to Participating Stockholder A

                               

Share Dilution/Accretion

                               

Shares Held by Stockholder A

    10,000     11,250     12.50 %   13,750     37.50 %

Percentage Outstanding Held by Stockholder A

    1.00 %   0.90 %   (10.00 )%   1.10 %   10.00 %

NAV Dilution/Accretion

                               

Total NAV Held by Stockholder A

  $ 100,000   $ 108,000     8.00 % $ 132,000     32.00 %

Total Investment by Stockholder A (Assumed to be $10.00 per Share on Shares Held Prior to Sale)

      $ 110,525       $ 131,575      

Total Dilution/Accretion to Stockholder A (Total NAV Less Total Investment)

      $ (2,525 )     $ 425      

NAV Dilution/Accretion per Share

                               

NAV per Share Held by Stockholder A           

      $ 9.60       $ 9.60      

Investment per Share Held by Stockholder A (Assumed to be $10.00 per Share on Shares Held Prior to Sale)

  $ 10.00   $ 9.82     (1.76 )% $ 9.57     (4.31 )%

NAV Dilution/Accretion per Share Experienced by Stockholder A (NAV per Share Less Investment per Share)

      $ (0.22 )     $ 0.03      

Percentage NAV Dilution/Accretion Experienced by Stockholder A (NAV Dilution/Accretion per Share Divided by Investment per Share)                                               

            (2.28 )%       0.32 %

(1)
Assumes 5% in selling compensation and expenses paid by us.

Impact on New Investors

        Investors who are not currently stockholders, but who participate in an offering below NAV and whose investment per share is greater than the resulting NAV per share due to selling compensation and expenses paid by us will experience an immediate decrease, albeit small, in the NAV of their shares and their NAV per share compared to the price they pay for their shares (Example 1 below). On the other hand, investors who are not currently stockholders, but who participate in an offering below NAV per share and whose investment per share is also less than the resulting NAV per share will experience an immediate increase in the NAV of their shares and their NAV per share compared to the price they pay for their shares (Examples 2, 3 and 4 below). These latter investors will experience a disproportionately greater participation in our earnings and assets and their voting power than our increase in assets, potential earning power and voting interests. These investors will, however, be subject to the risk that we may make additional discounted offerings in which such new stockholder does not participate, in which case such new stockholder will experience dilution as described above in such subsequent offerings. These investors may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential decreases in NAV per share. This decrease could be more pronounced as the size of the offering and level of discount to NAV increases.

157


Table of Contents

        The following chart illustrates the level of dilution or accretion for new investors that would be experienced by a new investor in the same hypothetical discounted offerings as described in the first chart above. The illustration is for a new investor who purchases the same percentage (1.00%) of the shares in the offering as Stockholder A in the prior examples held immediately prior to the offering. The prospectus supplement pursuant to which any discounted offering is made will include a chart for these examples based on the actual number of shares in such offering and the actual discount from the most recently determined NAV per share.

 
   
  Example 1
5% Offering at
5% Discount
  Example 2
10% Offering at
10% Discount
  Example 3
25% Offering at
20% Discount
  Example 4
25% Offering at
100% Discount
 
 
  Prior to
Sale Below
NAV
  Following
Sale
  % Change   Following
Sale
  % Change   Following
Sale
  % Change   Following
Sale
  % Change  

Offering Price

                                                       

Price per Share to Public(1)

      $ 10.00       $ 9.47       $ 8.42       $ 0.01      

Net Proceeds per Share to Issuer

      $ 9.50       $ 9.00       $ 8.00       $ 0.01      

Increase in Shares and Decrease to NAV

                                                       

Total Shares Outstanding

    1,000,000     1,050,000     5.00 %   1,100,000     10.00 %   1,250,000     25.00 %   1,250,000     25.00 %

NAV per Share

  $ 10.00   $ 9.98     (0.20 )% $ 9.91     (0.90 )% $ 9.60     (4.00 )% $ 8.00     (20.00 )%

Dilution/Accretion to New Investor A

                                                       

Share Dilution

                                                       

Shares Held by Investor A

        500         1,000         2,500         2,500      

Percentage Outstanding Held by Investor A

    0.00 %   0.05 %       0.09 %       0.20 %       0.20 %    

NAV Dilution

                                                       

Total NAV Held by Investor A

      $ 4,990       $ 9,910       $ 24,000       $ 20,000      

Total Investment by Investor A (At Price to Public)

      $ 5,000       $ 9,470       $ 21,050       $ 25      

Total Dilution/Accretion to Investor A (Total NAV Less Total Investment)

      $ (10 )     $ 440       $ 2,950       $ 19,975      

NAV Dilution per Share

                                                       

NAV per Share Held by Investor A

        $ 9.98       $ 9.91       $ 9.60       $ 8.00      

Investment per Share Held by Investor A

      $ 10.00       $ 9.47       $ 8.42       $ 0.01      

NAV Dilution/Accretion per Share Experienced by Investor A (NAV per Share Less Investment per Share)

      $ (0.02 )     $ 0.44       $ 1.18       $ 7.99      

Percentage NAV Dilution/Accretion Experienced by Investor A (NAV Dilution/Accretion per Share Divided by Investment per Share)                 

            (0.20 )%       4.65 %       14.01 %       79,900.00 %

(1)
Assumes 5% in selling compensation and expenses paid by us.

158


Table of Contents


DIVIDEND REINVESTMENT PLAN

        We have adopted a dividend reinvestment plan that provides for the reinvestment of dividends on behalf of our registered stockholders who hold their shares with American Stock Transfer and Trust Company, the plan administrator and our transfer agent and registrar, or certain brokerage firms that have elected to participate in our dividend reinvestment plan, unless a stockholder has elected to receive dividends in cash. As a result, if we declare a cash dividend, our registered stockholders (or stockholders holding shares through participating brokerage firms) who have not "opted out" of our dividend reinvestment plan by the dividend record date will have their cash dividend automatically reinvested into additional shares of our common stock.

        No action will be required on the part of a registered stockholder to have their cash dividends reinvested in shares of our common stock. A registered stockholder may elect to receive an entire dividend in cash by notifying American Stock Transfer & Trust Company in writing so that such notice is received by the plan administrator no later than the record date for dividends to stockholders. The plan administrator will set up an account for shares acquired through the plan for each registered stockholder who has not elected to receive dividends in cash and hold such shares in non-certificated form. Upon request by a stockholder participating in the plan, received in writing not less than 10 days prior to the record date, the plan administrator will, instead of crediting shares to the participant's account, issue a certificate registered in the participant's name for the number of whole shares of our common stock and a check for any fractional share. Those stockholders whose shares are held by a broker or other financial intermediary may receive dividends in cash by notifying their broker or other financial intermediary of their election.

        The share requirements of our dividend reinvestment plan may be satisfied through the issuance of new shares of common stock or through open market purchases of common stock by the plan administrator. Newly-issued shares will be valued based upon the final closing price of our common stock on a valuation date determined for each dividend by our Board of Directors. Shares purchased in the open market to satisfy the dividend reinvestment plan requirements will be valued based upon the average price of the applicable shares purchased by the plan administrator, before any associated brokerage or other costs.

        There will be no brokerage charges or other charges for dividend reinvestment to stockholders who participate in the plan. We will pay the plan administrator's fees under the plan.

        Stockholders who receive dividends in the form of stock generally are subject to the same federal, state and local tax consequences as are stockholders who elect to receive their dividends in cash. A stockholder's basis for determining gain or loss upon the sale of stock received in a dividend from us will be equal to the total dollar amount of the dividend payable to the stockholder. Any stock received in a dividend will have a holding period for tax purposes commencing on the day following the day on which the shares are credited to the U.S. stockholder's account.

        Participants may terminate their accounts under the plan by notifying the plan administrator via its website at www.amstock.com, by filling out the transaction request form located at the bottom of their statement and sending it to the plan administrator at 59 Maiden Lane New York, New York 10038 or by calling the plan administrators at (212) 936-5100.

        We may terminate the plan upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any dividend by us. All correspondence concerning the plan should be directed to the plan administrator by mail at 59 Maiden Lane New York, New York 10038 or by telephone at (212) 936-5100.

159


Table of Contents


DESCRIPTION OF COMMON STOCK

        The following description is based on relevant portions of the Maryland General Corporation Law and on our articles of incorporation and bylaws. This summary may not contain all of the information that is important to you, and we refer you to the Maryland General Corporation Law and our articles of incorporation and bylaws for a more detailed description of the provisions summarized below.

        Under the terms of our articles of incorporation, our authorized capital stock consists of 150,000,000 shares of common stock, par value $0.01 per share. Set forth below is a chart describing the classes of our common stock outstanding as of July 14, 2015:

(1)   (2)   (3)   (4)  
Title of Class
  Amount
Authorized
  Amount Held
by us or for
Our Account
  Amount Outstanding
Exclusive of Amount
Under Column 3
 

Common Stock

    150,000,000         49,938,534  

        Under our articles of incorporation, our Board of Directors is authorized to classify and reclassify any unissued shares of stock into other classes or series of stock, and to cause the issuance of such shares, without obtaining stockholder approval. In addition, as permitted by the Maryland General Corporation Law, but subject to the 1940 Act, our articles of incorporation provide that the Board of Directors, without any action by our stockholders, may amend the articles of incorporation from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority to issue. Under Maryland law, our stockholders generally are not personally liable for our debts or obligations.

        All shares of our common stock have equal voting rights and rights to earnings, assets and distributions, except as described below. When shares are issued, upon payment therefor, they will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of our common stock if, as and when authorized by our Board of Directors and declared by us out of assets legally available therefore. Shares of our common stock have no conversion, exchange, preemptive or redemption rights. In the event of our liquidation, dissolution or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time. Each share of our common stock is entitled to one vote on all matters submitted to a vote of stockholders, including the election of directors. Except as provided with respect to any other class or series of stock, the holders of our common stock will possess exclusive voting power. There is no cumulative voting in the election of directors, which means that holders of a majority of the outstanding shares of common stock will elect all of our directors, and holders of less than a majority of such shares will be unable to elect any director.

Limitation on Liability of Directors and Officers; Indemnification and Advance of Expenses

        Maryland law permits a Maryland corporation to include in its articles of incorporation a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our articles of incorporation contain such a provision that eliminates directors' and officers' liability to the maximum extent permitted by Maryland law, subject to the requirements of the Investment Company Act of 1940, as amended (the "1940 Act").

        Our articles of incorporation require us, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or

160


Table of Contents

any individual who, while a director or officer and at our request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in any such capacity, except with respect to any matter as to which such person shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in our best interest or to be liable to us or our stockholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office.

        Our bylaws obligate us, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or any individual who, while a director or officer and at our request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee and who is made, or threatened to be made, a party to a proceeding by reason of his or her service in any such capacity from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her service in any such capacity, except with respect to any matter as to which such person shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in our best interest or to be liable to us or our stockholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office. Our bylaws also require that, to the maximum extent permitted by Maryland law, we may pay certain expenses incurred by any such indemnified person in advance of the final disposition of a proceeding upon receipt of an undertaking by or on behalf of such indemnified person to repay amounts we have so paid if it is ultimately determined that indemnification of such expenses is not authorized under our bylaws.

        Maryland law requires a corporation (unless its articles of incorporation provide otherwise, which our articles of incorporation do not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of his or her service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received, unless in either case a court orders indemnification, and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation's receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

        In addition, we have entered into Indemnity Agreements with our directors and executive officers. The Indemnity Agreements generally provide that we will, to the extent specified in the agreements and to the fullest extent permitted by the 1940 Act and Maryland law as in effect on the day the agreement is executed, indemnify and advance expenses to each indemnitee that is, or is threatened to

161


Table of Contents

be made, a party to or a witness in any civil, criminal or administrative proceeding. We will indemnify the indemnitee against all expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred in connection with any such proceeding unless it is established that (i) the act or omission of the indemnitee was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) the indemnitee actually received an improper personal benefit, or (iii) in the case of a criminal proceeding, the indemnitee had reasonable cause to believe his conduct was unlawful. Additionally, for so long as we are subject to the 1940 Act, no advancement of expenses will be made until (i) the indemnitee provides a security for his undertaking, (ii) we are insured against losses arising by reason of any lawful advances, or (iii) the majority of a quorum of our disinterested directors, or independent counsel in a written opinion, determine based on a review of readily available facts that there is reason to believe that the indemnitee ultimately will be found entitled to indemnification. The Indemnity Agreements also provide that if the indemnification rights provided for therein are unavailable for any reason, we will pay, in the first instance, the entire amount incurred by the indemnitee in connection with any covered proceeding and waive and relinquish any right of contribution we may have against the indemnitee. The rights provided by the Indemnity Agreements are in addition to any other rights to indemnification or advancement of expenses to which the indemnitee may be entitled under applicable law, our articles of incorporation, our bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment or repeal of the Indemnity Agreements will limit or restrict any right of the indemnitee in respect of any action taken or omitted by the indemnitee prior to such amendment or repeal. The Indemnity Agreements will terminate upon the later of (i) ten years after the date the indemnitee has ceased to serve as our director or officer, or (ii) one year after the final termination of any proceeding for which the indemnitee is granted rights of indemnification or advancement of expenses or which is brought by the indemnitee. The above description of the Indemnity Agreements is subject to, and is qualified in its entirety by reference to, all the provisions of the form of Indemnity Agreement.

        We have obtained primary and excess insurance policies insuring our directors and officers against certain liabilities they may incur in their capacity as directors and officers. Under such policies, the insurer, on our behalf, may also pay amounts for which we have granted indemnification to the directors or officers.

Provisions of the Maryland General Corporation Law and Our Articles of Incorporation and Bylaws

        The Maryland General Corporation Law and our articles of incorporation and bylaws contain provisions that could make it more difficult for a potential acquiror to acquire us by means of a tender offer, proxy contest or otherwise. These provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate first with our Board of Directors. We believe that the benefits of these provisions outweigh the potential disadvantages of discouraging any such acquisition proposals because, among other things, the negotiation of such proposals may improve their terms.

        Our bylaws currently provide that directors are elected by a plurality of the votes cast in the election of directors. Pursuant to our articles of incorporation and bylaws, our Board of Directors may amend the bylaws to alter the vote required to elect directors.

        Our articles of incorporation provide that the number of directors will be set only by the Board of Directors in accordance with our bylaws. Our bylaws provide that a majority of our entire Board of Directors may at any time increase or decrease the number of directors. However, unless the bylaws

162


Table of Contents

are amended, the number of directors may never be less than one or more than twelve. We have elected to be subject to the provision of Subtitle 8 of Title 3 of the Maryland General Corporation Law regarding the filling of vacancies on the Board of Directors. Accordingly, at such time, except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, any and all vacancies on the Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies, subject to any applicable requirements of the 1940 Act. Our articles of incorporation provide that a director may be removed only for cause, as defined in the articles of incorporation, and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast in the election of directors.

        Under the Maryland General Corporation Law, stockholder action may be taken only at an annual or special meeting of stockholders or by unanimous consent in lieu of a meeting (unless the articles of incorporation provide for stockholder action by less than unanimous written consent, which our articles of incorporation do not). These provisions, combined with the requirements of our bylaws regarding the calling of a stockholder-requested special meeting of stockholders discussed below, may have the effect of delaying consideration of a stockholder proposal until the next annual meeting.

        Our bylaws provide that with respect to an annual meeting of stockholders, nominations of persons for election to the Board of Directors and the proposal of business to be considered by stockholders may be made only (1) pursuant to our notice of the meeting, (2) by the Board of Directors or (3) by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice procedures of the bylaws. With respect to special meetings of stockholders, only the business specified in our notice of the meeting may be brought before the meeting. Nominations of persons for election to the Board of Directors at a special meeting may be made only (1) pursuant to our notice of the meeting, (2) by the Board of Directors or (3) provided that the Board of Directors has determined that directors will be elected at the meeting, by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice provisions of the bylaws.

        The purpose of requiring stockholders to give us advance notice of nominations and other business is to afford our Board of Directors a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by our Board of Directors, to inform stockholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure for conducting meetings of stockholders. Although our bylaws do not give our Board of Directors any power to disapprove stockholder nominations for the election of directors or proposals recommending certain action, they may have the effect of precluding a contest for the election of directors or the consideration of stockholder proposals if proper procedures are not followed and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and our stockholders.

        Our bylaws provide that special meetings of stockholders may be called by our Board of Directors and certain of our officers. Additionally, our bylaws provide that, subject to the satisfaction of certain procedural and informational requirements by the stockholders requesting the meeting, a special

163


Table of Contents

meeting of stockholders shall be called by our secretary upon the written request of stockholders entitled to cast not less than a majority of all of the votes entitled to be cast at such meeting.

        Under Maryland law, a Maryland corporation generally cannot dissolve, amend its articles of incorporation, merge, sell all or substantially all of its assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business, unless approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. However, a Maryland corporation may provide in its articles of incorporation for approval of these matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter. Our articles of incorporation generally provide for approval of amendments to our articles of incorporation and extraordinary transactions by the stockholders entitled to cast at least a majority of the votes entitled to be cast on the matter. Our articles of incorporation also provide that certain amendments and any proposal for our conversion, whether by merger or otherwise, from a closed-end company to an open-end company or any proposal for our liquidation or dissolution requires the approval of the stockholders entitled to cast at least 75.0% of the votes entitled to be cast on such matter. However, if such amendment or proposal is approved by at least 75.0% of our continuing directors (in addition to approval by our Board of Directors), such amendment or proposal may be approved by the stockholders entitled to cast a majority of the votes entitled to be cast on such a matter. The "continuing directors" are defined in our articles of incorporation as our current directors, as well as those directors whose nomination for election by the stockholders or whose election by the directors to fill vacancies is approved by a majority of the continuing directors then on the Board of Directors.

        Our articles of incorporation and bylaws provide that the Board of Directors will have the exclusive power to make, alter, amend or repeal any provision of our bylaws.

        Except with respect to appraisal rights that may arise in connection with the Maryland Control Share Acquisition Act, or Control Share Act, discussed below, as permitted by the Maryland General Corporation Law, our articles of incorporation provide that stockholders will not be entitled to exercise appraisal rights.

        The Control Share Act provides that control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquiror, by officers or by directors who are employees of the corporation are excluded from shares entitled to vote on the matter. Control shares are voting shares of stock which, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power:

        The requisite stockholder approval must be obtained each time an acquiror crosses one of the thresholds of voting power set forth above. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition means the acquisition of control shares, subject to certain exceptions.

164


Table of Contents

        A person who has made or proposes to make a control share acquisition may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.

        If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation may repurchase for fair value any or all of the control shares, except those for which voting rights have previously been approved. The right of the corporation to repurchase control shares is subject to certain conditions and limitations. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of stockholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.

        The Control Share Act does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (b) to acquisitions approved or exempted by the articles of incorporation or bylaws of the corporation.

        We are not currently subject to the Control Share Act since our bylaws contain a provision exempting from the Control Share Act any and all acquisitions by any person of our shares of stock. There can be no assurance that such provision will not be otherwise amended or eliminated at any time in the future. However, we will amend our bylaws to be subject to the Control Share Act only if the Board of Directors determines that it would be in our best interests and if the staff of the SEC permits us to do so after we determine that our being subject to the Control Share Act does not conflict with the 1940 Act.

        Under the Maryland Business Combination Act, or the Business Combination Act, "business combinations" between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:

        A person is not an interested stockholder under this statute if the board of directors approved in advance the transaction by which such stockholder otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.

165


Table of Contents

        After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:

        These super-majority vote requirements do not apply if the corporation's common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.

        The statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder. Our Board of Directors has adopted a resolution exempting any business combination between us and any other person from the provisions of the Business Combination Act, provided that the business combination is first approved by the Board of Directors, including a majority of the directors who are not interested persons as defined in the 1940 Act. This resolution, however, may be altered or repealed in whole or in part at any time. If these resolutions are repealed, or the Board of Directors does not otherwise approve a business combination, the statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.

        Our bylaws provide that, if and to the extent that any provision of the Maryland General Corporation Law, or any provision of our articles of incorporation or bylaws conflicts with any provision of the 1940 Act, the applicable provision of the 1940 Act will control.

166


Table of Contents


DESCRIPTION OF OUR PREFERRED STOCK

        Our articles of incorporation authorize our Board of Directors to classify and reclassify any unissued shares of stock into other classes or series of stock, including preferred stock. Prior to issuance of shares of each class or series, the Board of Directors is required by Maryland law and by our articles of incorporation to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, the Board of Directors could authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our securities or otherwise be in their best interest. You should note, however, that any issuance of preferred stock must comply with the requirements of the 1940 Act. The 1940 Act requires, among other things, that (1) immediately after issuance and before any dividend or other distribution is made with respect to our securities and before any purchase of securities is made, such preferred stock together with all other senior securities must not exceed an amount equal to 50.0% of our total assets after deducting the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of shares of preferred stock, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors if distributions on such preferred stock are in arrears by two years or more. Certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock. For example, holders of preferred stock would vote separately from the holders of common stock on a proposal to cease operations as a business development company. Further, the 1940 Act requires that any distributions we make on preferred stock be cumulative. We believe that the availability for issuance of preferred stock will provide us with increased flexibility in structuring future financings and acquisitions.

        For any series of preferred stock that we may issue, our Board of Directors will determine and the prospectus supplement relating to such series will describe:

        All shares of preferred stock that we may issue will be identical and of equal rank except as to the particular terms thereof that may be fixed by our Board of Directors, and all shares of each series of preferred stock will be identical and of equal rank except as to the dates from which cumulative dividends, if any, thereon will be cumulative.

167


Table of Contents


DESCRIPTION OF OUR WARRANTS

        The following is a general description of the terms of the warrants we may issue from time to time. Particular terms of any warrants we offer will be described in the prospectus supplement relating to such warrants.

        We may issue warrants to purchase shares of our common stock, preferred stock or debt securities. Such warrants may be issued independently or together with shares of common or preferred stock or a specified principal amount of debt securities and may be attached or separate from such securities. We will issue each series of warrants under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants

        A prospectus supplement will describe the particular terms of any series of warrants we may issue, including the following:

        We and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes that

168


Table of Contents

are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants.

        Prior to exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including, in the case of warrants to purchase debt securities, the right to receive principal, premium, if any, or interest payments, on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture or, in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise any voting rights.

        Under the 1940 Act, we may generally only offer warrants provided that (1) the warrants expire by their terms within ten years; (2) the exercise or conversion price is not less than the current market value at the date of issuance; (3) our stockholders authorize the proposal to issue such warrants, and our Board of Directors approves such issuance on the basis that the issuance is in our best interests and our stockholders; and (4) if the warrants are accompanied by other securities, the warrants are not separately transferable unless no class of such warrants and the securities accompanying them has been publicly distributed.

169


Table of Contents


DESCRIPTION OF OUR SUBSCRIPTION RIGHTS

        We may issue subscription rights to purchase common stock. Subscription rights may be issued independently or together with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In connection with any subscription rights offering to our stockholders, we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such subscription rights offering. In connection with a subscription rights offering to our stockholders, we would distribute certificates evidencing the subscription rights and a prospectus supplement to our stockholders on the record date that we set for receiving subscription rights in such subscription rights offering. Our common stockholders will indirectly bear the expenses of such subscription rights offerings, regardless of whether our common stockholders exercise any subscription rights.

        The applicable prospectus supplement would describe the following terms of subscription rights in respect of which this prospectus is being delivered:

Exercise of Subscription Rights

        Each subscription right would entitle the holder of the subscription right to purchase for cash such amount of shares of common stock or other securities at such exercise price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the subscription rights offered thereby or another report filed with the SEC. Subscription rights may be exercised at any time up to the close of business on the expiration date for such subscription rights set forth in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised subscription rights would become void. We have not previously completed such an offering of subscription rights.

        Subscription rights may be exercised as set forth in the prospectus supplement relating to the subscription rights offered thereby. Upon receipt of payment and the subscription rights certificate properly completed and duly executed at the corporate trust office of the subscription rights agent or any other office indicated in the prospectus supplement, we will forward, as soon as practicable, the

170


Table of Contents

shares of common stock purchasable upon such exercise. We may determine to offer any unsubscribed offered securities directly to stockholders, persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting or other arrangements, as set forth in the applicable prospectus supplement.

171


Table of Contents


DESCRIPTION OF OUR DEBT SECURITIES

        We may issue debt securities in one or more series. The specific terms of each series of debt securities will be described in the particular prospectus supplement relating to that series. The prospectus supplement may or may not modify the general terms found in this prospectus and will be filed with the SEC. For a complete description of the terms of a particular series of debt securities, you should read both this prospectus and the prospectus supplement relating to that particular series.

        As required by federal law for all bonds and notes of companies that are publicly offered, the debt securities are governed by a document called an "indenture." An indenture is a contract between us and a financial institution acting as trustee on your behalf, and is subject to and governed by the Trust Indenture Act of 1939, as amended. The trustee has two main roles. First, the trustee can enforce your rights against us if we default. There are some limitations on the extent to which the trustee acts on your behalf, described in the second paragraph under "Events of Default—Remedies if an Event of Default Occurs." Second, the trustee performs certain administrative duties for us with respect to the debt securities.

        Because this section is a summary, it does not describe every aspect of the debt securities and the indenture. We urge you to read the indenture because it, and not this description, defines your rights as a holder of debt securities. A copy of the form of indenture is attached to the registration statement of which this prospectus is a part. We will file a supplemental indenture with the SEC in connection with any debt offering, at which time the supplemental indenture would be publicly available. See "Available Information" for information on how to obtain a copy of the indenture.

        The prospectus supplement, which will accompany this prospectus, will describe the particular series of debt securities being offered by including:

172


Table of Contents

        The debt securities may be secured or unsecured obligations. Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue debt only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after each issuance of debt. Unless the prospectus supplement states otherwise, principal (and premium, if any) and interest, if any, will be paid by us in immediately available funds.

General

        The indenture provides that any debt securities proposed to be sold under this prospectus and the accompanying prospectus supplement ("offered debt securities") may be issued under the indenture in one or more series.

        For purposes of this prospectus, any reference to the payment of principal of or premium or interest, if any, on debt securities will include additional amounts if required by the terms of the debt securities.

        The indenture does not limit the amount of debt securities that may be issued thereunder from time to time. Debt securities issued under the indenture, when a single trustee is acting for all debt securities issued under the indenture, are called the "indenture securities". The indenture also provides that there may be more than one trustee thereunder, each with respect to one or more different series of indenture securities. See "Resignation of Trustee" below. At a time when two or more trustees are acting under the indenture, each with respect to only certain series, the term "indenture securities" means the one or more series of debt securities with respect to which each respective trustee is acting. In the event that there is more than one trustee under the indenture, the powers and trust obligations of each trustee described in this prospectus will extend only to the one or more series of indenture securities for which it is trustee. If two or more trustees are acting under the indenture, then the indenture securities for which each trustee is acting would be treated as if issued under separate indentures.

        The indenture does not contain any provisions that give you protection in the event we issue a large amount of debt or we are acquired by another entity.

173


Table of Contents

        We refer you to the prospectus supplement for information with respect to any deletions from, modifications of or additions to the Events of Default or our covenants that are described below, including any addition of a covenant or other provision providing event risk protection or similar protection.

        We have the ability to issue indenture securities with terms different from those of indenture securities previously issued and, without the consent of the holders thereof, to reopen a previous issue of a series of indenture securities and issue additional indenture securities of that series unless the reopening was restricted when that series was created.

Conversion and Exchange

        If any debt securities are convertible into or exchangeable for other securities, the prospectus supplement will explain the terms and conditions of the conversion or exchange, including the conversion price or exchange ratio (or the calculation method), the conversion or exchange period (or how the period will be determined), if conversion or exchange will be mandatory or at the option of the holder or us, provisions for adjusting the conversion price or the exchange ratio and provisions affecting conversion or exchange in the event of the redemption of the underlying debt securities. These terms may also include provisions under which the number or amount of other securities to be received by the holders of the debt securities upon conversion or exchange would be calculated according to the market price of the other securities as of a time stated in the prospectus supplement.

Issuance of Securities in Registered Form

        We may issue the debt securities in registered form, in which case we may issue them either in book-entry form only or in "certificated" form. Debt securities issued in book-entry form will be represented by global securities. We expect that we will usually issue debt securities in book-entry only form represented by global securities.

        We will issue registered debt securities in book-entry form only, unless we specify otherwise in the applicable prospectus supplement. This means debt securities will be represented by one or more global securities registered in the name of a depositary that will hold them on behalf of financial institutions that participate in the depositary's book-entry system. These participating institutions, in turn, hold beneficial interests in the debt securities held by the depositary or its nominee. These institutions may hold these interests on behalf of themselves or customers.

        Under the indenture, only the person in whose name a debt security is registered is recognized as the holder of that debt security. Consequently, for debt securities issued in book-entry form, we will recognize only the depositary as the holder of the debt securities and we will make all payments on the debt securities to the depositary. The depositary will then pass along the payments it receives to its participants, which in turn will pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the debt securities.

        As a result, investors will not own debt securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary's book-entry system or holds an interest through a participant. As long as the debt securities are represented by one or more global securities, investors will be indirect holders, and not holders, of the debt securities.

174


Table of Contents

        In the future, we may issue debt securities in certificated form or terminate a global security. In these cases, investors may choose to hold their debt securities in their own names or in "street name." Debt securities held in street name are registered in the name of a bank, broker or other financial institution chosen by the investor, and the investor would hold a beneficial interest in those debt securities through the account he or she maintains at that institution.

        For debt securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names the debt securities are registered as the holders of those debt securities and we will make all payments on those debt securities to them. These institutions will pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold debt securities in street name will be indirect holders, and not holders, of the debt securities.

        Our obligations, as well as the obligations of the applicable trustee and those of any third parties employed by us or the applicable trustee, run only to the legal holders of the debt securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a debt security or has no choice because we are issuing the debt securities only in book-entry form.

        For example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, if we want to obtain the approval of the holders for any purpose (for example, to amend an indenture or to relieve us of the consequences of a default or of our obligation to comply with a particular provision of an indenture), we would seek the approval only from the holders, and not the indirect holders, of the debt securities. Whether and how the holders contact the indirect holders is up to the holders.

        When we refer to you in this "Description of Our Debt Securities", we mean those who invest in the debt securities being offered by this prospectus, whether they are the holders or only indirect holders of those debt securities. When we refer to your debt securities, we mean the debt securities in which you hold a direct or indirect interest.

        If you hold debt securities through a bank, broker or other financial institution, either in book-entry form or in street name, we urge you to check with that institution to find out:

175


Table of Contents

        As noted above, we usually will issue debt securities as registered securities in book-entry form only. A global security represents one or any other number of individual debt securities. Generally, all debt securities represented by the same global securities will have the same terms.

        Each debt security issued in book-entry form will be represented by a global security that we deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all debt securities issued in book-entry form.

        A global security may not be transferred to or registered in the name of anyone other than the depositary or its nominee, unless special termination situations arise. We describe those situations below under "Special Situations when a Global Security Will Be Terminated". As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all debt securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that has an account with the depositary. Thus, an investor whose security is represented by a global security will not be a holder of the debt security, but only an indirect holder of a beneficial interest in the global security.

        As an indirect holder, an investor's rights relating to a global security will be governed by the account rules of the investor's financial institution and of the depositary, as well as general laws relating to securities transfers. The depositary that holds the global security will be considered the holder of the debt securities represented by the global security.

        If debt securities are issued only in the form of a global security, an investor should be aware of the following:

176


Table of Contents

        If a global security is terminated, interests in it will be exchanged for certificates in non-book-entry form (certificated securities). After that exchange, the choice of whether to hold the certificated debt securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in a global security transferred on termination to their own names, so that they will be holders. We have described the rights of legal holders and street name investors under "Issuance of Securities in Registered Form" above.

        The prospectus supplement may list situations for terminating a global security that would apply only to the particular series of debt securities covered by the prospectus supplement. If a global security is terminated, only the depositary, and not we or the applicable trustee, is responsible for deciding the names of the investors in whose names the debt securities represented by the global security will be registered and, therefore, who will be the holders of those debt securities.

Payment and Paying Agents

        We will pay interest (either in cash or by delivery of additional indenture securities, as applicable) to the person listed in the applicable trustee's records as the owner of the debt security at the close of business on a particular day in advance of each due date for interest, even if that person no longer owns the debt security on the interest due date. That day, usually about two weeks in advance of the interest due date, is called the "record date." Because we will pay all the interest for an interest period to the holders on the record date, holders buying and selling debt securities must work out between themselves the appropriate purchase price. The most common manner is to adjust the sales price of the debt securities to prorate interest fairly between buyer and seller based on their respective ownership periods within the particular interest period. This prorated interest amount is called "accrued interest."

        We will make payments on a global security in accordance with the applicable policies of the depositary as in effect from time to time. Under those policies, we will make payments directly to the depositary, or its nominee, and not to any indirect holders who own beneficial interests in the global security. An indirect holder's right to those payments will be governed by the rules and practices of the depositary and its participants, as described under "—Special Considerations for Global Securities."

177


Table of Contents

        We will make payments on a certificated debt security as follows. We will pay interest that is due on an interest payment date to the holder of debt securities as shown on the trustee's records as of the close of business on the regular record date. We will make all payments of principal and premium, if any, by check at the office of the applicable trustee and/or at other offices that may be specified in the prospectus supplement or in a notice to holders against surrender of the debt security.

        Alternatively, at our option, we may pay any cash interest that becomes due on the debt security by mailing a check to the holder at his or her address shown on the trustee's records as of the close of business on the regular record date or by transfer to an account at a bank in the United States, in either case, on the due date.

        If any payment is due on a debt security on a day that is not a business day, we will make the payment on the next day that is a business day. Payments made on the next business day in this situation will be treated under the indenture as if they were made on the original due date, except as otherwise indicated in the attached prospectus supplement. Such payment will not result in a default under any debt security or the indenture, and no interest will accrue on the payment amount from the original due date to the next day that is a business day.

Book-entry and other indirect holders should consult their banks or brokers for information on how they will receive payments on their debt securities.

Events of Default

        You will have rights if an Event of Default occurs in respect of the debt securities of your series and is not cured, as described later in this subsection.

        The term "Event of Default" in respect of the debt securities of your series means any of the following:

        An Event of Default for a particular series of debt securities does not necessarily constitute an Event of Default for any other series of debt securities issued under the same or any other indenture. The trustee may withhold notice to the holders of debt securities of any default, except in the payment

178


Table of Contents

of principal, premium, interest or sinking or purchase fund installment, if it in good faith considers the withholding of notice to be in the interest of the holders.

        If an Event of Default has occurred and has not been cured, the trustee or the holders of at least 25% in principal amount of the debt securities of the affected series may (and the trustee shall at the request of such holders) declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of a majority in principal amount of the debt securities of the affected series if (1) we have deposited with the trustee all amounts due and owing with respect to the securities (other than principal that has become due solely by reason of such acceleration) and certain other amounts, and (2) all Events of Default have been cured or waived.

        Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability (called an "indemnity"). If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions in certain circumstances. No delay or omission in exercising any right or remedy will be treated as a waiver of that right, remedy or Event of Default.

        Before you are allowed to bypass your trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

        However, you are entitled at any time to bring a lawsuit for the payment of money due on your debt securities on or after the due date.

        Holders of a majority in principal amount of the debt securities of the affected series may waive any past defaults other than:

Book-entry and other indirect holders should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and how to declare or cancel an acceleration of maturity.

179


Table of Contents

        Each year, we will furnish to each trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance with the indenture and the debt securities or else specifying any default.

Merger or Consolidation

        Under the terms of the indenture, we are generally permitted to consolidate or merge with another entity. We are also permitted to sell all or substantially all of our assets to another entity. However, we may not take any of these actions unless all the following conditions are met:

Modification or Waiver

        There are three types of changes we can make to the indenture and the debt securities issued thereunder.

        First, there are changes that we cannot make to your debt securities without your specific approval. The following is a list of those types of changes:

180


Table of Contents

        The second type of change does not require any vote by the holders of the debt securities. This type is limited to clarifications, establishment of the form or terms of new securities of any series as permitted by the indenture and certain other changes that would not adversely affect holders of the outstanding debt securities in any material respect. We also do not need any approval to make any change that affects only debt securities to be issued under the indenture after the change takes effect.

        Any other change to the indenture and the debt securities would require the following approval:

        In each case, the required approval must be given by written consent.

        The holders of a majority in principal amount of a series of debt securities issued under the indenture, voting together as one class for this purpose, may waive our compliance with some of our covenants applicable to that series of debt securities. However, we cannot obtain a waiver of a payment default or of any of the matters covered by the bullet points included above under "—Changes Requiring Your Approval."

        When taking a vote, we will use the following rules to decide how much principal to attribute to a debt security:

        Debt securities will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust money for their payment or redemption or if we, any other obligor, or any affiliate of us or any obligor own such debt securities. Debt securities will also not be eligible to vote if they have been fully defeased as described later under "Defeasance—Full Defeasance."

181


Table of Contents

        We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding indenture securities that are entitled to vote or take other action under the indenture. However, the record date may not be more than 30 days before the date of the first solicitation of holders to vote on or take such action. If we set a record date for a vote or other action to be taken by holders of one or more series, that vote or action may be taken only by persons who are holders of outstanding indenture securities of those series on the record date and must be taken within eleven months following the record date.

Book-entry and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to change the indenture or the debt securities or request a waiver.

Defeasance

        The following provisions will be applicable to each series of debt securities unless we state in the applicable prospectus supplement that the provisions of covenant defeasance and full defeasance will not be applicable to that series.

        Under current United States federal tax law and the indenture, we can make the deposit described below and be released from some of the restrictive covenants in the indenture under which the particular series was issued. This is called "covenant defeasance". In that event, you would lose the protection of those restrictive covenants but would gain the protection of having money and government securities set aside in trust to repay your debt securities. If we achieved covenant defeasance and your debt securities were subordinated as described under "Indenture Provisions—Subordination" below, such subordination would not prevent the Trustee from applying due funds available to it from the deposit described in the first bullet below to the payment of amounts in respect of such debt securities. In order to achieve covenant defeasance, we must do the following:

        If we accomplish covenant defeasance, you can still look to us for repayment of the debt securities if there were a shortfall in the trust deposit or the trustee is prevented from making payment. For example, if one of the remaining Events of Default occurred (such as our bankruptcy) and the debt

182


Table of Contents

securities became immediately due and payable, there might be such a shortfall. However, there is no assurance that we would have sufficient funds to make payment of the shortfall.

        If there is a change in United States federal tax law or we obtain an IRS ruling, as described below, we can legally release ourselves from all payment and other obligations on the debt securities of a particular series (called "full defeasance") if we put in place the following other arrangements for you to be repaid:

        If we ever did accomplish full defeasance, as described above, you would have to rely solely on the trust deposit for repayment of the debt securities. You could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our lenders and other creditors if we ever became bankrupt or insolvent. If your debt securities were subordinated as described below under "Indenture Provisions—Subordination," such subordination would not prevent the Trustee from applying the funds available to it from the deposit referred to in the first bullet of the preceding paragraph to the payment of amounts due in respect of such debt securities.

Form, Exchange and Transfer of Certificated Registered Securities

        If registered debt securities cease to be issued in book-entry form, they will be issued:

183


Table of Contents

        Holders may exchange their certificated securities for debt securities of smaller denominations or combined into fewer debt securities of larger denominations, as long as the total principal amount is not changed and as long as the denomination is greater than the minimum denomination for such securities.

        Holders may exchange or transfer their certificated securities at the office of the trustee. We have appointed the trustee to act as our agent for registering debt securities in the names of holders transferring debt securities. We may appoint another entity to perform these functions or perform them ourselves.

        Holders will not be required to pay a service charge to transfer or exchange their certificated securities, but they may be required to pay any tax or other governmental charge associated with the transfer or exchange. The transfer or exchange will be made only if our transfer agent is satisfied with the holder's proof of legal ownership.

        If we have designated additional transfer agents for your debt security, they will be named in your prospectus supplement. We may appoint additional transfer agents or cancel the appointment of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts.

        If any certificated securities of a particular series are redeemable and we redeem less than all the debt securities of that series, we may block the transfer or exchange of those debt securities during the period beginning 15 days before the day we mail the notice of redemption and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to register transfers or exchanges of any certificated securities selected for redemption, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security that will be partially redeemed.

        If a registered debt security is issued in book-entry form, only the depositary will be entitled to transfer and exchange the debt security as described in this subsection, since it will be the sole holder of the debt security.

Resignation of Trustee

        Each trustee may resign or be removed with respect to one or more series of indenture securities provided that a successor trustee is appointed to act with respect to these series and has accepted such appointment. In the event that two or more persons are acting as trustee with respect to different series of indenture securities under the indenture, each of the trustees will be a trustee of a trust separate and apart from the trust administered by any other trustee.

Indenture Provisions—Subordination

        Upon any distribution of our assets upon our dissolution, winding up, liquidation or reorganization, the payment of the principal of (and premium, if any, on) and interest, if any, on any indenture securities denominated as subordinated debt securities is to be subordinated to the extent provided in the indenture in right of payment to the prior payment in full of all Designated Senior Indebtedness (as defined below), but our obligation to you to make payment of the principal of (and premium, if any, on) and interest, if any, on such subordinated debt securities will not otherwise be affected. In addition, no payment on account of principal (or premium, if any), sinking fund or interest, if any, may be made on such subordinated debt securities at any time unless full payment of all amounts due in respect of the principal (and premium, if any), sinking fund and interest on Designated Senior Indebtedness has been made or duly provided for in money or money's worth.

        In the event that, notwithstanding the foregoing, any payment by us is received by the trustee in respect of subordinated debt securities or by the holders of any of such subordinated debt securities,

184


Table of Contents

upon our dissolution, winding up, liquidation or reorganization before all Designated Senior Indebtedness is paid in full, the payment or distribution must be paid over to the holders of the Designated Senior Indebtedness or on their behalf for application to the payment of all the Designated Senior Indebtedness remaining unpaid until all the Designated Senior Indebtedness has been paid in full, after giving effect to any concurrent payment or distribution to the holders of the Designated Senior Indebtedness. Subject to the payment in full of all Designated Senior Indebtedness upon this distribution by us, the holders of such subordinated debt securities will be subrogated to the rights of the holders of the Designated Senior Indebtedness to the extent of payments made to the holders of the Designated Senior Indebtedness out of the distributive share of such subordinated debt securities.

        By reason of this subordination, in the event of a distribution of our assets upon our insolvency, certain of our senior creditors may recover more, ratably, than holders of any subordinated debt securities or the holders of any indenture securities that are not Designated Senior Indebtedness. The indenture provides that these subordination provisions will not apply to money and securities held in trust under the defeasance provisions of the indenture.

        Designated Senior Indebtedness is defined in the indenture as the principal of (and premium, if any, on) and unpaid interest on:

        If this prospectus is being delivered in connection with the offering of a series of indenture securities denominated as subordinated debt securities, the accompanying prospectus supplement will set forth the approximate amount of our Designated Senior Indebtedness and of our other indebtedness outstanding as of a recent date.

Secured Indebtedness

        Certain of our indebtedness, including certain series of indenture securities, may be secured. The prospectus supplement for each series of indenture securities will describe the terms of any security interest for such series and will indicate the approximate amount of our secured indebtedness as of a recent date. In the event of a distribution of our assets upon our insolvency, the holders of unsecured indenture securities may recover less, ratably, than holders of any of our secured indebtedness.

The Trustee under the Indenture

        The Bank of New York Mellon Trust Company, N.A. will serve as the trustee under the indenture.

Certain Considerations Relating to Foreign Currencies

        Debt securities denominated or payable in foreign currencies may entail significant risks. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the applicable prospectus supplement.

185


Table of Contents


DESCRIPTION OF OUR UNITS

        The following is a general description of the terms of the units we may issue from time to time. Particular terms of any units we offer will be described in the prospectus supplement relating to such units. For a complete description of the terms of particular units, you should read both this prospectus and the prospectus supplement relating to those particular units.

        We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security.

        A prospectus supplement will describe the particular terms of any series of units we may issue, including the following:

186


Table of Contents


MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following discussion is a general summary of the material U.S. federal income tax considerations applicable to us and to an investment in our shares. This summary does not purport to be a complete description of the U.S. federal income tax considerations applicable to such an investment. For example, we have not described tax consequences that may be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws, including stockholders subject to the alternative minimum tax, tax-exempt organizations, insurance companies, dealers in securities, pension plans and trusts, and financial institutions. This summary assumes that investors hold our common stock as capital assets (within the meaning of the Code). The discussion is based upon the Code, Treasury regulations, and administrative and judicial interpretations, each as of the date of this prospectus and all of which are subject to change, possibly retroactively, which could affect the continuing validity of this discussion. We have not sought and will not seek any ruling from the Internal Revenue Service ("IRS") regarding this offering. This summary does not discuss any aspects of U.S. estate or gift tax or foreign, state or local tax. It does not discuss the special treatment under U.S. federal income tax laws that could result if we invested in tax-exempt securities or certain other investment assets.

        If we issue preferred stock that may be convertible into or exercisable or exchangeable for securities or other property or preferred stock with other terms that may have different U.S. federal income tax consequences than those described in this summary, the U.S. federal income tax consequences of such preferred stock will be described in the relevant prospectus supplement. This summary does not discuss the consequences of an investment in our subscription rights, debt securities or warrants representing rights to purchase shares of our preferred stock, common stock or debt securities or as units in combination with such securities. The U.S. federal income tax consequences of such an investment will be discussed in the relevant prospectus supplement.

        A "U.S. stockholder" generally is a beneficial owner of shares of our common stock who is for U.S. federal income tax purposes:

        A "Non-U.S. stockholder" generally is a beneficial owner of shares of our common stock that is not a U.S. stockholder.

        If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds shares of our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A prospective stockholder that is a partner of a partnership holding shares of our common stock should consult his, her or its tax advisers with respect to the purchase, ownership and disposition of shares of our common stock.

        Tax matters are very complicated and the tax consequences to an investor of an investment in our shares will depend on the facts of his, her or its particular situation. We encourage investors to consult their own tax advisers regarding the specific consequences of such an investment, including tax

187


Table of Contents

reporting requirements, the applicability of federal, state, local and foreign tax laws, eligibility for the benefits of any applicable tax treaty and the effect of any possible changes in the tax laws.

Taxation as a Regulated Investment Company

        MSCC has elected to be treated for U.S. federal income tax purposes as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code (the "Code"). MSCC's taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any income that we distribute to our stockholders as dividends. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, in order to obtain RIC tax treatment, we must distribute to our stockholders, for each taxable year, at least 90% of our "investment company taxable income," which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses, and 90% of our tax exempt income (the "Annual Distribution Requirement").

        For any taxable year in which we qualify as a RIC and satisfy the Annual Distribution Requirement, we will not be subject to U.S. federal income tax on the portion of our income or capital gains we distribute (or are deemed to distribute) to stockholders. We will be subject to U.S. federal income tax at the regular corporate rates on any income or capital gains not distributed (or deemed distributed) to our stockholders.

        We will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (1) 98% of our net ordinary income for each calendar year, (2) 98.2% of our capital gain net income for the one-year period ending December 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years (the "Excise Tax Avoidance Requirement"). Dividends declared and paid by us in a year will generally differ from taxable income for that year as such dividends may include the distribution of current year taxable income, exclude amounts carried over into the following year, and include the distribution of prior year taxable income carried over into and distributed in the current year. For amounts we carry over into the following year, we will be required to pay the 4% U.S. federal excise tax based on 98% of our annual taxable income and 98.2% of our capital gain net income in excess of distributions for the year.

        In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:

188


Table of Contents

        In order to comply with the 90% Income Test, we formed the Taxable Subsidiaries as wholly owned taxable subsidiaries, for the primary purpose of permitting us to own equity interests in portfolio companies which are "pass through" entities for tax purposes. Absent the taxable status of the Taxable Subsidiaries, a portion of the gross income from such portfolio companies would flow directly to us for purposes of the 90% Income Test. To the extent such income did not consist of income derived from securities, such as dividends and interest, it could jeopardize our ability to qualify as a RIC and, therefore, cause us to incur significant U.S. federal income taxes. The Taxable Subsidiaries are consolidated with Main Street for generally accepted accounting principles in the United States of America ("U.S. GAAP") purposes and are included in our Consolidated Financial Statements, and the portfolio investments held by the Taxable Subsidiaries are included in our consolidated financial statements. The Taxable Subsidiaries are not consolidated with Main Street for income tax purposes and may generate income tax expense, or benefit, as a result of their ownership of the portfolio investments. The income tax expense, or benefit, if any, and any related tax assets and liabilities, are reflected in our consolidated financial statements.

        In order to comply with the 90% Income Test, we also elected that each of the Investment Managers is a taxable entity. Absent the taxable status of the Investment Managers, the gross income from the Investment Managers would flow directly to us for purposes of the 90% Income Test. Since such income would likely not consist of income derived from securities, such as dividends and interest, it could jeopardize our ability to qualify as a RIC and, therefore, cause us to incur significant U.S. federal income taxes. Beginning April 1, 2013, the Internal Investment Manager is consolidated with Main Street for U.S. GAAP purposes and included in our Consolidated Financial Statements and any income tax expense, or benefit, and any related tax assets and liabilities of the Internal Investment Manager are reflected in our consolidated financial statements, while the External Investment Manager is accounted for as a portfolio investment for U.S. GAAP purposes. The Investment Managers are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, as a result of their operating activities.

        We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments issued with warrants) and debt securities invested in at a discount to par, we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash such as PIK interest, cumulative dividends or amounts that are received in non-cash compensation such as warrants or stock. Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash amount.

        Although we do not presently expect to do so, we are authorized to borrow funds and to sell assets in order to satisfy distribution requirements. However, under the 1940 Act, we are not permitted to make distributions to our stockholders in certain circumstances while our debt obligations and other senior securities are outstanding unless certain "asset coverage" tests are met. See "Regulation—Regulation as a Business Development Company—Senior Securities." Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our status as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.

189


Table of Contents

        We may distribute taxable dividends that are payable in part in our stock. Under certain applicable provisions of the Code and the Treasury regulations, distributions payable by us in cash or in shares of stock (at the stockholders election) would satisfy the Annual Distribution Requirement. The Internal Revenue Service has issued private rulings indicating that this rule will apply even where the total amount of cash that may be distributed is limited to no more than 20% of the total distribution. Under these rulings, if too many stockholders elect to receive their distributions in cash, each such stockholder would receive a pro rata share of the total cash to be distributed and would receive the remainder of their distribution in shares of stock. Taxable stockholders receiving such dividends will be required to include the full amount of the dividend (whether received in cash, our stock, or a combination thereof) as (i) ordinary income (including any qualified dividend income that, in the case of a noncorporate stockholder, may be eligible for the same reduced maximum tax rate applicable to long-term capital gains to the extent such distribution is properly reported by us as qualified dividend income and such stockholder satisfies certain minimum holding period requirements with respect to our stock) or (ii) long-term capital gain (to the extent such distribution is properly reported as a capital gain dividend), to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our stock.

        The remainder of this discussion assumes that we qualify as a RIC and have satisfied the Annual Distribution Requirement.

Taxation of U.S. Stockholders

        Distributions by us generally are taxable to U.S. stockholders as ordinary income or capital gains. Distributions of our "investment company taxable income" (which is, generally, our net ordinary income plus realized net short-term capital gains in excess of realized net long-term capital losses) will be taxable as ordinary income to U.S. stockholders to the extent of our current or accumulated earnings and profits, whether paid in cash or reinvested in additional common stock. To the extent such distributions paid by us to non-corporate stockholders (including individuals) are attributable to dividends from U.S. corporations and certain qualified foreign corporations, such distributions ("Qualifying Dividends") may be eligible for a maximum tax rate of 20.0% (plus the 3.8% Medicare surtax discussed below, if applicable). In this regard, it is anticipated that distributions paid by us will generally not be attributable to dividends and, therefore, generally will not qualify for the 20.0% (plus the 3.8% Medicare surtax, if applicable) maximum rate applicable to Qualifying Dividends. Distributions of our net capital gains (which is generally our realized net long-term capital gains in excess of realized net short-term capital losses) properly designated by us as "capital gain dividends" will be taxable to a U.S. stockholder as long-term capital gains that are currently taxable at a maximum rate of 20.0% (plus the 3.8% Medicare surtax, if applicable) in the case of individuals, trusts or estates, regardless of the U.S. stockholder's holding period for his, her or its common stock and regardless of whether paid in cash or reinvested in additional common stock. Distributions in excess of our earnings and profits first will reduce a U.S. stockholder's adjusted tax basis in such stockholder's common stock and, after the adjusted basis is reduced to zero, will constitute capital gains to such U.S. stockholder.

        We may retain some or all of our realized net long-term capital gains in excess of realized net short-term capital losses, but to designate the retained net capital gain as a "deemed distribution." In that case, among other consequences, we will pay tax on the retained amount, each U.S. stockholder

190


Table of Contents

will be required to include his, her or its share of the deemed distribution in income as if it had been actually distributed to the U.S. stockholder, and the U.S. stockholder will be entitled to claim a credit equal to his, her or its allocable share of the tax paid thereon by us. Because we expect to pay tax on any retained capital gains at our regular corporate tax rate, and because that rate is in excess of the maximum rate currently payable by individuals on long-term capital gains, the amount of tax that individual U.S. stockholders will be treated as having paid will exceed the tax they owe on the capital gain distribution and such excess generally may be refunded or claimed as a credit against the U.S. stockholder's other U.S. federal income tax obligations. The amount of the deemed distribution net of such tax will be added to the U.S. stockholder's cost basis for his, her or its common stock. In order to utilize the deemed distribution approach, we must provide written notice to our stockholders prior to the expiration of 60 days after the close of the relevant taxable year. We cannot treat any of our investment company taxable income as a "deemed distribution."

        In any fiscal year, we may elect to make distributions to our stockholders in excess of our taxable earnings for that fiscal year. As a result, a portion of those distributions may be deemed a return of capital to our stockholders.

        For purposes of determining (1) whether the Annual Distribution Requirement is satisfied for any year and (2) the amount of capital gain dividends paid for that year, we may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the taxable year in question. If we make such an election, the U.S. stockholder will still be treated as receiving the dividend in the taxable year in which the distribution is made. However, any dividend declared by us in October, November or December of any calendar year, payable to stockholders of record on a specified date in such a month and actually paid during January of the following year, will be treated as if it had been received by our U.S. stockholders on December 31 of the year in which the dividend was declared.

        If an investor purchases shares of our common stock shortly before the record date of a distribution, the price of the shares will include the value of the distribution and the investor will be subject to tax on the distribution even though economically it may represent a return of his, her or its investment.

        A stockholder generally will recognize taxable gain or loss if the stockholder sells or otherwise disposes of his, her or its shares of our common stock. The amount of gain or loss will be measured by the difference between such stockholder's adjusted tax basis in the common stock sold and the amount of the proceeds received in exchange. Any gain arising from such sale or disposition generally will be treated as long-term capital gain or loss if the stockholder has held his, her or its shares for more than one year. Otherwise, it will be classified as short-term capital gain or loss. However, any capital loss arising from the sale or disposition of shares of our common stock held for six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect to such shares. In addition, all or a portion of any loss recognized upon a disposition of shares of our common stock may be disallowed if other shares of our common stock are purchased (whether through reinvestment of distributions or otherwise) within 30 days before or after the disposition.

        In general, individual U.S. stockholders currently are subject to a maximum U.S. federal income tax rate of 20.0% on their net capital gain (i.e., the excess of realized net long-term capital gains over realized net short-term capital losses), including any long-term capital gain derived from an investment in our shares. Such rate is lower than the maximum rate on ordinary income currently payable by individuals. In addition, individuals with income in excess of $200,000 ($250,000 in the case of married individuals filing jointly) and certain estates and trusts are subject to an additional 3.8% Medicare surtax on their "net investment income," which generally includes net income from interest, dividends, annuities, royalties, and rents, and net capital gains (other than certain amounts earned from trades or

191


Table of Contents

businesses). Corporate U.S. stockholders currently are subject to U.S. federal income tax on net capital gain at the maximum 35.0% rate also applied to ordinary income. Non-corporate stockholders with net capital losses for a year (i.e., capital losses in excess of capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each year; any net capital losses of a non-corporate stockholder in excess of $3,000 generally may be carried forward and used in subsequent years as provided in the Code. Corporate stockholders generally may not deduct any net capital losses for a year, but may carryback such losses for three years or carry forward such losses for five years.

        We, or the applicable withholding agent, will send to each of our U.S. stockholders, as promptly as possible after the end of each calendar year, a notice detailing, on a per share and per distribution basis, the amounts includible in such U.S. stockholder's taxable income for such year as ordinary income and as long-term capital gain. In addition, the U.S. federal tax status of each year's distributions generally will be reported to the Internal Revenue Service (including the amount of dividends, if any, eligible for the 20.0% maximum rate). Dividends paid by us generally will not be eligible for the dividends-received deduction or the preferential tax rate applicable to Qualifying Dividends because our income generally will not consist of dividends. Distributions may also be subject to additional state, local and foreign taxes depending on a U.S. stockholder's particular situation.

        As a RIC, we will be subject to the alternative minimum tax ("AMT"), but any items that are treated differently for AMT purposes must be apportioned between us and our stockholders and this may affect the stockholders' AMT liabilities. Although regulations explaining the precise method of apportionment have not yet been issued by the Internal Revenue Service, we intend in general to apportion these items in the same proportion that dividends paid to each stockholder bear to our taxable income (determined without regard to the dividends paid deduction), unless we determine that a different method for a particular item is warranted under the circumstances.

        We may be required to withhold U.S. federal income tax ("backup withholding") from all taxable distributions to any U.S. stockholder that is not otherwise exempt (1) who fails to furnish us with a correct taxpayer identification number or a certificate that such stockholder is exempt from backup withholding or (2) with respect to whom the IRS notifies us that such stockholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. An individual's taxpayer identification number is his or her social security number. Any amount withheld under backup withholding is allowed as a credit against the U.S. stockholder's U.S. federal income tax liability, provided that proper information is provided to the IRS.

Taxation of Non-U.S. Stockholders

        Whether an investment in the shares is appropriate for a Non-U.S. stockholder will depend upon that person's particular circumstances. An investment in the shares by a Non-U.S. stockholder may have adverse tax consequences. Non-U.S. stockholders should consult their tax advisers before investing in our common stock.

        Distributions of our "investment company taxable income" to Non-U.S. stockholders (including interest income and realized net short-term capital gains in excess of realized long-term capital losses, which generally would be free of withholding if paid to Non-U.S. stockholders directly) will be subject to withholding of U.S. federal tax at a 30.0% rate (or lower rate provided by an applicable treaty) to the extent of our current and accumulated earnings and profits unless an applicable exception applies. If the distributions are effectively connected with a U.S. trade or business of the Non-U.S. stockholder, and, if an income tax treaty applies, attributable to a permanent establishment in the United States, we will not be required to withhold U.S. federal tax if the Non-U.S. stockholder complies with applicable certification and disclosure requirements, although the distributions will be subject to U.S. federal income tax at the rates applicable to U.S. persons. (Special certification requirements apply to a

192


Table of Contents

Non-U.S. stockholder that is a foreign partnership or a foreign trust, and such entities are urged to consult their own tax advisers.)

        For taxable years prior to January 1, 2015, except as provided below, we generally were not required to withhold any amounts with respect to certain distributions of (i) U.S.-source interest income, and (ii) net short-term capital gains in excess of net long-term capital losses, in each case to the extent we properly reported such distributions and certain other requirements were satisfied. This special exemption from withholding tax on certain distributions expired on January 1, 2015. No assurance can be given as to whether this exemption will be extended for taxable years beginning on or after January 1, 2015, or whether any of our distributions would be reported as eligible for this special exemption from withholding tax even if extended. Currently, we do not anticipate that any significant amount of our distributions would be reported as eligible for this exemption from withholding.

        Actual or deemed distributions of our net capital gains to a Non-U.S. stockholder, and gains realized by a Non-U.S. stockholder upon the sale of our common stock, will not be subject to U.S. federal withholding tax and generally will not be subject to U.S. federal income tax unless the distributions or gains, as the case may be, are effectively connected with a U.S. trade or business of the Non-U.S. stockholder and, if an income tax treaty applies, are attributable to a permanent establishment maintained by the Non-U.S. stockholder in the United States.

        If we distribute our net capital gains in the form of deemed rather than actual distributions, a Non-U.S. stockholder will be entitled to a U.S. federal income tax credit or tax refund equal to the stockholder's allocable share of the tax we pay on the capital gains deemed to have been distributed. In order to obtain the refund, the Non-U.S. stockholder must obtain a U.S. taxpayer identification number and file a U.S. federal income tax return even if the Non-U.S. stockholder would not otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. federal income tax return. For a corporate Non-U.S. stockholder, distributions (both actual and deemed), and gains realized upon the sale of our common stock that are effectively connected to a U.S. trade or business may, under certain circumstances, be subject to an additional "branch profits tax" at a 30.0% rate (or at a lower rate if provided for by an applicable treaty). Accordingly, investment in the shares may not be appropriate for a Non-U.S. stockholder.

        A Non-U.S. stockholder who is a non-resident alien individual, and who is otherwise subject to withholding of U.S. federal tax, may be subject to information reporting and backup withholding of U.S. federal income tax on dividends unless the Non-U.S. stockholder provides us or the dividend paying agent with an IRS Form W-8BEN or IRS Form W-8BEN-E (or an acceptable substitute form) or otherwise meets documentary evidence requirements for establishing that it is a Non-U.S. stockholder or otherwise establishes an exemption from backup withholding.

        The Foreign Account Tax Compliance Act generally imposes a 30% withholding tax on payments of certain types of income to foreign financial institutions that fail to enter into an agreement with the United States Treasury to report certain required information with respect to accounts held by U.S. persons (or held by foreign entities that have U.S. persons as substantial owners). The types of income subject to the tax include U.S. source interest and dividends and the gross proceeds from the sale of any property that could produce U.S.-source interest or dividends paid after December 31, 2016. The information required to be reported includes the identity and taxpayer identification number of each account holder that is a U.S. person and transaction activity within the holder's account. In addition, subject to certain exceptions, this legislation also imposes a 30% withholding on payments to foreign entities that are not financial institutions unless the foreign entity certifies that it does not have a greater than 10% U.S. owner or provides the withholding agent with identifying information on each greater than 10% U.S. owner. Depending on the status of a Non-U.S. stockholder and the status of the intermediaries through which they hold their units, Non-U.S. stockholders could be subject to this 30% withholding tax with respect to distributions on their units and proceeds from the sale of their units.

193


Table of Contents

Under certain circumstances, a Non-U.S. stockholder might be eligible for refunds or credits of such taxes.

        Non-U.S. persons should consult their own tax advisers with respect to the U.S. federal income tax and withholding tax, and state, local and foreign tax consequences of an investment in the shares.

Failure to Qualify as a RIC

        If we fail to satisfy the 90% Income Test or the Diversification Tests for any taxable year, we may nevertheless continue to qualify as a RIC for such year if certain relief provisions are applicable (which may, among other things, require us to pay certain corporate-level U.S. federal taxes or to dispose of certain assets).

        If we were unable to qualify for treatment as a RIC and the foregoing relief provisions are not applicable, we would be subject to tax on all of our taxable income at regular corporate rates. We would not be able to deduct distributions to stockholders, nor would they be required to be made. If we were subject to tax on all of our taxable income at regular corporate rates, then distributions we make after being subject to such tax would be taxable to our stockholders and, provided certain holding period and other requirements were met, could qualify for treatment as "qualified dividend income" eligible for the maximum 20% rate (plus a 3.8% Medicare surtax, if applicable) applicable to qualified dividends to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate distributions would be eligible for the dividends-received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder's tax basis, and any remaining distributions would be treated as a capital gain. To requalify as a RIC in a subsequent taxable year, we would be required to satisfy the RIC qualification requirements for that year and dispose of any earnings and profits from any year in which we failed to qualify as a RIC. Subject to a limited exception applicable to RICs that qualified as such under Subchapter M of the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the nonqualifying year, we could be subject to tax on any unrealized net built-in gains in the assets held by us during the period in which we failed to qualify as a RIC that are recognized within the subsequent 10 years, unless we made a special election to pay corporate-level tax on such built-in gain at the time of our requalification as a RIC.

194


Table of Contents


REGULATION

        We have elected to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates, principal underwriters and affiliates of those affiliates or underwriters. The 1940 Act requires that a majority of the members of the board of directors of a BDC be persons other than "interested persons," as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by a majority of our outstanding voting securities.

        The 1940 Act defines "a majority of the outstanding voting securities" as the lesser of (i) 67% or more of the voting securities present at a meeting if the holders of more than 50% of our outstanding voting securities are present or represented by proxy or (ii) more than 50% of our outstanding voting securities.

        Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company's total assets. The principal categories of qualifying assets relevant to our business are any of the following:

        In addition, a BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.

        An eligible portfolio company is defined in the 1940 Act as any issuer which:

195


Table of Contents

        As noted above, a BDC must be operated for the purpose of making investments in the type of securities described in (1), (2) or (3) above under the heading entitled "—Qualifying Assets." In addition, BDCs must generally offer to make available to such issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except that, where we purchase such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.

        Pending investment in "qualifying assets," as described above, our investments may consist of cash, cash equivalents, U.S. government securities and high quality debt securities maturing in one year or less from time of investment therein, so that 70% of our assets are qualifying assets.

        We are permitted, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 200% of all debt and/or senior stock immediately after each such issuance. In addition, while any senior securities remain outstanding (other than senior securities representing indebtedness issued in consideration of a privately arranged loan which is not intended to be publicly distributed), we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. For a discussion of the risks associated with leverage, see "Risk Factors—Risks Relating to Our Business and Structure," including, without limitation, "—Because we borrow money, the potential for gain or loss on amounts invested in us is magnified and may increase the risk of investing in us."

        We have previously received an exemptive order from the SEC to exclude debt securities issued by MSMF and any other wholly owned subsidiaries of ours which operate as SBICs from the asset coverage requirements of the 1940 Act as applicable to Main Street. The exemptive order provides for the exclusion of all debt securities issued by the Funds, including the $225.0 million of currently

196


Table of Contents

outstanding debt, related to their participation in the SBIC program. This exemptive order provides us with expanded capacity and flexibility in obtaining future sources of capital for our investment and operational objectives.

        We are not generally able to issue and sell our common stock at a price below net asset value per share. We may, however, sell our common stock, warrants, options or rights to acquire our common stock, at a price below the current net asset value of the common stock if our board of directors determines that such sale is in our best interests and that of our stockholders, and our stockholders approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price which, in the determination of our board of directors, closely approximates the market value of such securities (less any distributing commission or discount). We did not seek stockholder authorization to sell shares of our common stock below the then current net asset value per share of our common stock at our 2014 and 2015 annual meetings of stockholders because our common stock price per share had been trading significantly above the current net asset value per share of our common stock. Our stockholders have previously approved a proposal that authorizes us to issue securities to subscribe to, convert to, or purchase shares of our common stock in one or more offerings. We may also make rights offerings to our stockholders at prices per share less than the net asset value per share, subject to applicable requirements of the 1940 Act. See "Risk Factors—Risks Relating to Our Business and Structure—Stockholders may incur dilution if we sell shares of our common stock in one or more offerings at prices below the then current net asset value per share of our common stock or issue securities to subscribe to, convert to or purchase shares of our common stock."

        We have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the code may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code's requirements. You may read and copy the code of ethics at the SEC's Public Reference Room located at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the code of ethics is available on the EDGAR Database on the SEC's Web site at http://www.sec.gov.

        We vote proxies relating to our portfolio securities in a manner in which we believe is consistent with the best interest of our stockholders. We review on a case-by-case basis each proposal submitted to a stockholder vote to determine its impact on the portfolio securities held by us. Although we generally vote against proposals that we expect would have a negative impact on our portfolio securities, we may vote for such a proposal if there exists compelling long-term reasons to do so.

        Our proxy voting decisions are made by the investment team which is responsible for monitoring each of our investments. To ensure that our vote is not the product of a conflict of interest, we require that: (i) anyone involved in the decision-making process to disclose to our chief compliance officer any potential conflict of which he or she is aware and any contact that he or she has had with any interested party regarding a proxy vote and (ii) employees involved in the decision making process or vote administration are prohibited from revealing how we intend to vote on a proposal in order to reduce any attempted influence from interested parties.

197


Table of Contents

        Stockholders may obtain information, without charge, regarding how we voted proxies with respect to our portfolio securities by making a written request for proxy voting information to: Chief Compliance Officer, 1300 Post Oak Boulevard, 8th floor, Houston, Texas 77056.

        We are also prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our Board of Directors who are not interested persons and, in some cases, prior approval by the SEC.

        We are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office.

        We are required to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws, review these policies and procedures annually for their adequacy and the effectiveness of their implementation, and to designate a chief compliance officer to be responsible for administering the policies and procedures.

        We may be periodically examined by the SEC for compliance with the 1940 Act.

        Each of the Funds is licensed by the SBA to operate as a SBIC under Section 301(c) of the Small Business Investment Act of 1958. As a part of the Formation Transactions, MSMF became a wholly owned subsidiary of MSCC, and continues to hold its SBIC license. MSMF obtained its SBIC license in 2002. As a part of the Exchange Offer Transactions, MSC II became a majority owned subsidiary of MSCC, and, as a part of the Final MSC II Exchange, MSC II became a wholly owned subsidiary of MSCC, and continues to hold the license it obtained in 2006.

        SBICs are designed to stimulate the flow of private equity capital to eligible small businesses. Under SBIC regulations, SBICs may make loans to eligible small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory services. Each of the Funds has typically invested in secured debt, acquired warrants and/or made equity investments in qualifying small businesses.

        Under present SBIC regulations, eligible small businesses generally include businesses that (together with their affiliates) have a tangible net worth not exceeding $18 million and have average annual net income after federal income taxes not exceeding $6 million (average net income to be computed without benefit of any carryover loss) for the two most recent fiscal years. In addition, an SBIC must devote 25% of its investment activity to "smaller" concerns as defined by the SBA. A smaller concern generally includes businesses that have a tangible net worth not exceeding $6 million and have average annual net income after federal income taxes not exceeding $2 million (average net income to be computed without benefit of any net carryover loss) for the two most recent fiscal years. SBIC regulations also provide alternative size standard criteria to determine eligibility for designation as an eligible small business or smaller concern, which criteria depend on the primary industry in which the business is engaged and are based on such factors as the number of employees and gross revenue. However, once an SBIC has invested in a company, it may continue to make follow on investments in the company, regardless of the size of the portfolio company at the time of the follow on investment, up to the time of the portfolio company's initial public offering.

        The SBA prohibits an SBIC from providing funds to small businesses for certain purposes, such as relending and investment outside the United States, to businesses engaged in a few prohibited

198


Table of Contents

industries, and to certain "passive" (non-operating) companies. In addition, without prior SBA approval, an SBIC may not invest an amount equal to more than approximately 30% of the SBIC's regulatory capital in any one portfolio company and its affiliates.

        The SBA places certain limitations on the financing terms of investments by SBICs in portfolio companies (such as limiting the permissible interest rate on debt securities held by an SBIC in a portfolio company). Included in such limitations are SBA regulations which allow an SBIC to exercise control over a small business for a period of seven years from the date on which the SBIC initially acquires its control position. This control period may be extended for an additional period of time with the SBA's prior written approval.

        The SBA restricts the ability of an SBIC to lend money to any of its officers, directors and employees or to invest in affiliates thereof. The SBA also prohibits, without prior SBA approval, a "change of control" of an SBIC or transfers that would result in any person (or a group of persons acting in concert) owning 10% or more of a class of equity of a licensed SBIC. A "change of control" is any event which would result in the transfer of the power, direct or indirect, to direct the management and policies of an SBIC, whether through ownership, contractual arrangements or otherwise.

        An SBIC may generally have outstanding debentures guaranteed by the SBA in amounts up to twice the amount of the privately-raised funds of the SBIC(s). Debentures guaranteed by the SBA have a maturity of ten years, require semi-annual payments of interest, do not require any principal payments prior to maturity, and are not subject to prepayment penalties. As of March 31, 2015, we, through the Funds, had $225.0 million of outstanding SBA-guaranteed debentures, which had an annual weighted average interest rate of approximately 4.2%.

        SBICs must invest idle funds that are not being used to make loans in investments permitted under SBIC regulations in the following limited types of securities: (i) direct obligations of, or obligations guaranteed as to principal and interest by, the United States government, which mature within 15 months from the date of the investment; (ii) repurchase agreements with federally insured institutions with a maturity of seven days or less (and the securities underlying the repurchase obligations must be direct obligations of or guaranteed by the federal government); (iii) certificates of deposit with a maturity of one year or less, issued by a federally insured institution; (iv) a deposit account in a federally insured institution that is subject to a withdrawal restriction of one year or less; (v) a checking account in a federally insured institution; or (vi) a reasonable petty cash fund.

        SBICs are periodically examined and audited by the SBA's staff to determine their compliance with SBIC regulations and are periodically required to file certain financial information and other documents with the SBA.

        Neither the SBA nor the U.S. government or any of its agencies or officers has approved any ownership interest to be issued by us or any obligation that we or any of our subsidiaries may incur.

        We are subject to the reporting and disclosure requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), including the filing of quarterly, annual and current reports, proxy statements and other required items. In addition, we are subject to the Sarbanes-Oxley Act of 2002, which imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. For example:

199


Table of Contents

        The New York Stock Exchange ("NYSE") has adopted corporate governance regulations that listed companies must comply with. We believe we are in compliance with such corporate governance listing standards. We intend to monitor our compliance with all future listing standards and to take all necessary actions to ensure that we stay in compliance.

        The External Investment Manager, which is wholly owned by us, is subject to regulation under the Advisers Act. The Advisers Act establishes, among other things, recordkeeping and reporting requirements, disclosure requirements, limitations on transactions between the adviser's account and an advisory client's account, limitations on transactions between the accounts of advisory clients, and general anti-fraud prohibitions. The External Investment Manager will be examined by the SEC from time to time for compliance with the Advisers Act.

200


Table of Contents


PLAN OF DISTRIBUTION

        We may offer, from time to time, up to $1,500,000,000 of our common stock, preferred stock, units, subscription rights, debt securities, or warrants representing rights to purchase shares of our securities, preferred stock or debt securities. We may sell the securities through underwriters or dealers, "at the market" to or through a market maker or into an existing market or otherwise, directly to one or more purchasers through or without agents or through a combination of any such methods of sale. Any underwriter or agent involved in the offer and sale of the securities will be named in the applicable prospectus supplement. A prospectus supplement or supplements will also describe the terms of the offering of the securities, including: the purchase price of the securities and the proceeds we will receive from the sale; any over-allotment options under which underwriters may purchase additional securities from us; any agency fees or underwriting discounts and other items constituting agents' or underwriters' compensation; the public offering price; any discounts or concessions allowed or re-allowed or paid to dealers; and any securities exchange or market on which the securities may be listed.

        The distribution of our securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at prevailing market prices at the time of sale, at prices related to such prevailing market prices, or at negotiated prices, provided, however, that the offering price per share of our common stock less any underwriting commissions or discounts must equal or exceed the net asset value per share of our common stock except (i) with the requisite approval of our stockholders or (ii) under such other circumstances as the SEC may permit. See "Risk Factors—Risks Relating to Our Business and Structure—Stockholders may incur dilution if we sell shares of our common stock in one or more offerings at prices below the then current net asset value per share of our common stock or issue securities to subscribe to, convert to or purchase shares of our common stock" for a discussion of proposals approved by our stockholders that permit us to issue shares of our common stock below net asset value.

        In connection with the sale of our securities, underwriters or agents may receive compensation from us or from purchasers of our securities, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell our securities to or through dealers and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of our securities may be deemed to be underwriters under the Securities Act, and any discounts and commissions they receive from us and any profit realized by them on the resale of our securities may be deemed to be underwriting discounts and commissions under the Securities Act. Any such underwriter or agent will be identified and any such compensation received from us will be described in the applicable prospectus supplement.

        We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third parties in such sale transactions will be underwriters and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment).

        Unless otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no trading market, other than our common stock, which is traded on the New York Stock Exchange. We may elect to list any other class or series of securities on any

201


Table of Contents

exchanges, but we are not obligated to do so. We cannot guarantee the liquidity of the trading markets for any securities.

        Under agreements into which we may enter, underwriters, dealers and agents who participate in the distribution of our securities may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act. Underwriters, dealers and agents may engage in transactions with, or perform services for, us in the ordinary course of business.

        If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase our securities from us pursuant to contracts providing for payment and delivery on a future date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases such institutions must be approved by us. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of our securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts. Such contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of such contracts.

        In order to comply with the securities laws of certain states, if applicable, our securities offered hereby will be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states, our securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

        The maximum amount of any compensation to be received by any member of the Financial Industry Regulatory Authority, Inc. will not be greater than 10% for the sale of any securities being registered.


CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR

        Our securities are held under custody agreements by Amegy Bank National Association, whose address is 1221 McKinney Street Level P-1 Houston, Texas 77010, and Branch Banking and Trust Company, whose address is 5130 Parkway Plaza Boulevard, Charlotte, North Carolina 28217. American Stock Transfer & Trust Company acts as our transfer agent, distribution paying agent and registrar. The principal business address of our transfer agent is 59 Maiden Lane New York, New York 10038, telephone number: (212) 936-5100.


BROKERAGE ALLOCATION AND OTHER PRACTICES

        Since we generally acquire and dispose of our investments in privately negotiated transactions, we infrequently use brokers in the normal course of our business. Our investment team is primarily responsible for the execution of the publicly traded securities portion of our portfolio transactions and the allocation of brokerage commissions. We do not expect to execute transactions through any particular broker or dealer, but will seek to obtain the best net results for us, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm's risk and skill in positioning blocks of securities. While we will generally seek reasonably competitive trade execution costs, we will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements, we may select a broker based partly upon brokerage or research services provided to us. In return for such services, we may pay a higher commission than other brokers would charge if we determine in

202


Table of Contents

good faith that such commission is reasonable in relation to the services provided. We did not pay any brokerage commissions during the year ended December 31, 2014.


LEGAL MATTERS

        Certain legal matters in connection with the securities offered hereby will be passed upon for us by Sutherland Asbill & Brennan LLP, Washington D.C. Certain legal matters will be passed upon for underwriters, if any, by the counsel named in the prospectus supplement, if any.


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        The audited consolidated financial statements, financial highlights, Schedule 12-14 and the schedule of Senior Securities of Main Street Capital Corporation, included in this prospectus and elsewhere in the registration statement have been so included in reliance upon the reports of Grant Thornton LLP, independent registered public accountants, as stated in their reports appearing herein. Grant Thornton LLP's principal business address is 175 W. Jackson Blvd., 20th Floor, Chicago, Illinois, 60604.


AVAILABLE INFORMATION

        We have filed with the SEC a registration statement on Form N-2, together with all amendments and related exhibits, under the Securities Act, with respect to the securities offered by this prospectus or any prospectus supplement. The registration statement contains additional information about us and our securities being offered by this prospectus or any prospectus supplement.

        We file with or submit to the SEC annual, quarterly and current reports, proxy statements and other information meeting the informational requirements of the Exchange Act. You may inspect and copy these reports, proxy statements and other information, as well as the registration statement and related exhibits and schedules, at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information filed electronically by us with the SEC, which are available on the SEC's website at www.sec.gov. Copies of these reports, proxy and information statements and other information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC's Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549.


PRIVACY NOTICE

        We are committed to protecting your privacy. This privacy notice explains the privacy policies of Main Street and its affiliated companies. This notice supersedes any other privacy notice you may have received from Main Street.

        We will safeguard, according to strict standards of security and confidentiality, all information we receive about you. The only information we collect from you is your name, address, and number of shares you hold. This information is used only so that we can send you annual reports and other information about us, and send you proxy statements or other information required by law.

        We do not share this information with any non-affiliated third party except as described below.

203


Table of Contents

204


Table of Contents


INDEX TO FINANCIAL STATEMENTS

Unaudited Financial Statements

   
 
 

Consolidated Balance Sheets—March 31, 2015 (unaudited) and December 31, 2014

   
F-2
 

Consolidated Statements of Operations (unaudited)—Three months ended March 31, 2015 and 2014

    F-3  

Consolidated Statements of Changes in Net Assets (unaudited)—Three months ended March 31, 2015 and 2014

    F-4  

Consolidated Statements of Cash Flows (unaudited)—Three months ended March 31, 2015 and 2014

    F-5  

Consolidated Schedule of Investments (unaudited)—March 31, 2015

    F-6  

Consolidated Schedule of Investments—December 31, 2014

    F-34  

Notes to Consolidated Financial Statements (unaudited)

    F-60  

Audited Financial Statements

   
 
 

Report of Independent Registered Public Accounting Firm

   
F-99
 

Consolidated Balance Sheets as of December 31, 2014 and 2013

    F-100  

Consolidated Statements of Operations for the Years Ended December 31, 2014, 2013, and 2012

    F-101  

Consolidated Statements of Changes in Net Assets for the Years Ended December 31, 2014, 2013, and 2012

    F-102  

Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013, and 2012

    F-103  

Consolidated Schedules of Investments as of December 31, 2014 and 2013

    F-104  

Notes to Consolidated Financial Statements

    F-152  

F-1


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Balance Sheets

(in thousands, except shares and per share amounts)

 
  March 31,
2015
  December 31,
2014
 
 
  (Unaudited)
   
 

ASSETS

             

Portfolio investments at fair value:

   
 
   
 
 

Control investments (cost: $349,766 and $342,847 as of March 31, 2015 and December 31, 2014, respectively)

  $ 489,328   $ 469,846  

Affiliate investments (cost: $267,123 and $266,243 as of March 31, 2015 and December 31, 2014, respectively)

    279,986     278,675  

Non-Control/Non-Affiliate investments (cost: $983,942 and $832,312 as of March 31, 2015 and December 31, 2014, respectively)

    968,009     814,809  

Total portfolio investments (cost: $1,600,831 and $1,441,402 as of March 31, 2015 and December 31, 2014, respectively)

    1,737,323     1,563,330  

Marketable securities and idle funds investments (cost: $11,235 and $10,604 as of March 31, 2015 and December 31, 2014, respectively)

    9,948     9,067  

Total investments (cost: $1,612,066 and $1,452,006 as of March 31, 2015 and December 31, 2014, respectively)

    1,747,271     1,572,397  

Cash and cash equivalents

   
22,015
   
60,432
 

Interest receivable and other assets

    25,009     23,273  

Receivable for securities sold

    22,749     23,133  

Deferred financing costs (net of accumulated amortization of $8,449 and $6,462 as of March 31, 2015 and December 31, 2014, respectively)

    13,925     14,550  

Total assets

  $ 1,830,969   $ 1,693,785  

LIABILITIES

             

Credit facility

 
$

164,000
 
$

218,000
 

SBIC debentures (par: $225,000 as of March 31, 2015 and December 31, 2014, par of $75,200 is recorded at a fair value of $73,674 and $72,981 as of March 31, 2015 and December 31, 2014, respectively)

    223,474     222,781  

4.50% Notes

    175,000     175,000  

6.125% Notes

    90,810     90,823  

Payable for securities purchased

    67,270     14,773  

Deferred tax liability, net

    8,546     9,214  

Dividend payable

    8,674     7,663  

Accounts payable and other liabilities

    3,693     10,701  

Interest payable

    5,609     4,848  

Total liabilities

    747,076     753,803  

Commitments and contingencies (Note M)

   
 
   
 
 

NET ASSETS

   
 
   
 
 

Common stock, $0.01 par value per share (150,000,000 shares authorized; 49,564,361 and 45,079,150 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively)

   
496
   
451
 

Additional paid-in capital

    986,069     853,606  

Accumulated net investment income, net of cumulative dividends of $317,810 and $293,789 as of March 31, 2015 and December 31, 2014, respectively

    23,135     23,665  

Accumulated net realized gain from investments (accumulated net realized gain from investments of $38,201 before cumulative dividends of $62,897 as of March 31, 2015 and accumulated net realized gain from investments of $40,321 before cumulative dividends of $60,777 as of December 31, 2014)

    (22,576 )   (20,456 )

Net unrealized appreciation, net of income taxes

    96,769     82,716  

Total net assets

    1,083,893     939,982  

Total liabilities and net assets

  $ 1,830,969   $ 1,693,785  

NET ASSET VALUE PER SHARE

  $ 21.87   $ 20.85  

   

The accompanying notes are an integral part of these financial statements

F-2


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Operations

(in thousands, except per share amounts)

(Unaudited)

 
  Three Months Ended
March 31,
 
 
  2015   2014  

INVESTMENT INCOME:

             

Interest, fee and dividend income:

             

Control investments

  $ 11,335   $ 9,296  

Affiliate investments

    6,049     5,640  

Non-Control/Non-Affiliate investments

    19,421     15,633  

Interest, fee and dividend income

    36,805     30,569  

Interest, fee and dividend income from marketable securities and idle funds

    374     207  

Total investment income

    37,179     30,776  

EXPENSES:

             

Interest

    (7,796 )   (5,286 )

Compensation

    (3,494 )   (2,351 )

General and administrative

    (1,962 )   (1,838 )

Share-based compensation

    (1,263 )   (853 )

Expenses charged to the External Investment Manager

    827     291  

Total expenses

    (13,688 )   (10,037 )

NET INVESTMENT INCOME

    23,491     20,739  

NET REALIZED GAIN (LOSS):

   
 
   
 
 

Non-Control/Non-Affiliate investments

    (2,008 )   1,433  

Marketable securities and idle funds investments

    (112 )   10  

Total net realized gain (loss)

    (2,120 )   1,443  

NET REALIZED INCOME

    21,371     22,182  

NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION):

   
 
   
 
 

Portfolio investments

    14,204     6,857  

Marketable securities and idle funds investments

    251     1,049  

SBIC debentures

    (693 )   (1,189 )

Total net change in unrealized appreciation

    13,762     6,717  

INCOME TAXES:

             

Federal and state income, excise and other taxes

    (376 )   (667 )

Deferred taxes

    667     (998 )

Income tax benefit (provision)

    291     (1,665 )

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

  $ 35,424   $ 27,234  

NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED

  $ 0.51   $ 0.52  

NET REALIZED INCOME PER SHARE—BASIC AND DILUTED

  $ 0.46   $ 0.56  

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED

  $ 0.77   $ 0.68  

DIVIDENDS PAID PER SHARE:

             

Regular monthly dividends

  $ 0.510   $ 0.500  

Supplemental dividends

         

Total dividends

  $ 0.510   $ 0.500  

WEIGHTED AVERAGE SHARES OUTSTANDING—BASIC AND DILUTED

    46,080,204     39,898,573  

   

The accompanying notes are an integral part of these financial statements

F-3


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Changes in Net Assets

(in thousands, except shares)

(Unaudited)

 
  Common Stock    
   
  Accumulated
Net Realized
Gain From
Investments,
Net of Dividends
  Net Unrealized
Appreciation from
Investments,
Net of Income
Taxes
   
 
 
   
  Accumulated
Net Investment
Income, Net
of Dividends
   
 
 
  Number
of Shares
  Par
Value
  Additional
Paid-In
Capital
  Total Net
Asset Value
 

Balances at December 31, 2013

    39,852,604   $ 398   $ 694,981   $ 22,778   $ (26,334 ) $ 100,710   $ 792,533  

Share-based compensation

   
   
   
853
   
   
   
   
853
 

Purchase of vested stock for employee payroll tax withholding

    (1,181 )       (40 )               (40 )

Dividend reinvestment

    93,328     1     3,225                 3,226  

Amortization of directors' deferred compensation

            68                 68  

Issuance of restricted stock

    397                          

Tax benefit related to vesting of restricted shares

            290                 290  

Dividends to stockholders

                (19,757 )           (19,757 )

Net increase resulting from operations

                20,739     1,443     5,052     27,234  

Balances at March 31, 2014

    39,945,148   $ 399   $ 699,377   $ 23,760   $ (24,891 ) $ 105,762   $ 804,407  

Balances at December 31, 2014

    45,079,150   $ 451   $ 853,606   $ 23,665   $ (20,456 ) $ 82,716   $ 939,982  

Public offering of common stock, net of offering costs

   
4,370,000
   
44
   
127,720
   
   
   
   
127,764
 

Share-based compensation

            1,263                 1,263  

Purchase of vested stock for employee payroll tax withholding

    (1,802 )       (53 )               (53 )

Dividend reinvestment

    116,330     1     3,464                 3,465  

Amortization of directors' deferred compensation

            69                 69  

Issuance of restricted stock

    683                          

Dividends to stockholders

                (24,021 )           (24,021 )

Net increase (loss) resulting from operations

                23,491     (2,120 )   14,053     35,424  

Balances at March 31, 2015

    49,564,361   $ 496   $ 986,069   $ 23,135   $ (22,576 ) $ 96,769   $ 1,083,893  

   

The accompanying notes are an integral part of these financial statements

F-4


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

 
  Three Months Ended
March 31,
 
 
  2015   2014  

CASH FLOWS FROM OPERATING ACTIVITIES

             

Net increase in net assets resulting from operations

  $ 35,424   $ 27,234  

Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:

             

Investments in portfolio companies

    (256,046 )   (146,896 )

Proceeds from sales and repayments of debt investments in portfolio companies

    143,122     119,069  

Proceeds from sales and return of capital of equity investments in portfolio companies

    5,952     393  

Investments in marketable securities and idle funds investments

    (2,047 )   (2,105 )

Proceeds from sales and repayments of marketable securities and idle funds investments

    1,304     5,207  

Net change in unrealized appreciation

    (13,762 )   (6,717 )

Net realized (gain) loss

    2,120     (1,443 )

Accretion of unearned income

    (2,018 )   (2,611 )

Payment-in-kind interest

    (806 )   (1,655 )

Cumulative dividends

    (376 )   (369 )

Share-based compensation expense

    1,263     853  

Amortization of deferred financing costs

    629     380  

Deferred taxes

    (291 )   998  

Changes in other assets and liabilities:

             

Interest receivable and other assets

    (746 )   (2,557 )

Interest payable

    761     (390 )

Accounts payable and other liabilities

    (7,729 )   (6,258 )

Deferred fees and other

    627     133  

Net cash used in operating activities

    (92,619 )   (16,734 )

CASH FLOWS FROM FINANCING ACTIVITIES

   
 
   
 
 

Proceeds from public offering of common stock, net of offering costs

    127,764      

Dividends paid

    (19,545 )   (16,516 )

Proceeds from issuance of SBIC debentures

        24,800  

Proceeds from credit facility

    156,000     46,000  

Repayments on credit facility

    (210,000 )   (47,000 )

Payment of deferred loan costs and SBIC debenture fees

    (4 )   (849 )

Other

    (13 )   (40 )

Net cash provided by financing activities

    54,202     6,395  

Net decrease in cash and cash equivalents

    (38,417 )   (10,339 )

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

    60,432     34,701  

CASH AND CASH EQUIVALENTS AT END OF PERIOD

  $ 22,015   $ 24,362  

Supplemental cash flow disclosures:

             

Interest paid

  $ 6,406   $ 5,296  

Taxes paid

  $ 1,934   $ 2,657  

Non-cash financing activities:

             

Shares issued pursuant to the DRIP

  $ 3,465   $ 3,226  

   

The accompanying notes are an integral part of these financial statements

F-5


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Control Investments(5)

 

 

 

 

                   

                           

ASC Interests, LLC

 

Recreational and Educational Shooting Facility

 

 

                   

     

11% Secured Debt (Maturity—July 31, 2018)

    2,925     2,882     2,925  

     

Member Units (1,500 units)(8)

          1,500     2,140  

                  4,382     5,065  

                           

Bond-Coat, Inc.

 

Casing and Tubing Coating Services

 

 

                   

     

12% Secured Debt (Maturity—December 28, 2017)

    11,596     11,498     11,596  

     

Common Stock (57,508 shares)

          6,350     10,210  

                  17,848     21,806  

                           

Café Brazil, LLC

 

Casual Restaurant Group

 

 

                   

     

Member Units (1,233 units)(8)

          1,742     6,980  

                           

California Healthcare Medical Billing, Inc.

 

Outsourced Billing and Revenue Cycle Management

 

 

                   

     

9% Secured Debt (Maturity—October 17, 2016)

    8,612     8,495     8,612  

     

Warrants (466,947 equivalent shares)

          1,193     3,480  

     

Common Stock (207,789 shares)

          1,177     1,460  

                  10,865     13,552  

                           

CBT Nuggets, LLC

 

Produces and Sells IT Training Certification Videos

 

 

                   

     

Member Units (416 units)(8)

          1,300     29,950  

                           

Ceres Management, LLC (Lambs Tire & Automotive)

 

Aftermarket Automotive Services Chain

 

 

                   

     

14% Secured Debt (Maturity—May 31, 2018)

    3,827     3,827     3,827  

     

Class B Member Units (12% cumulative)(8)

          4,170     4,170  

     

Member Units (5,460 units)

          5,273     2,630  

     

9.5% Secured Debt (Lamb's Real Estate Investment I, LLC) (Maturity—October 1, 2025)

    955     955     955  

     

Member Units (Lamb's Real Estate Investment I, LLC) (1,000 units)(8)

          625     1,240  

                  14,850     12,822  

                           

CMS Minerals LLC

 

Oil & Gas Exploration & Production

 

 

                   

     

Preferred Member Units (458,461 units)(8)

          3,725     3,725  

                           

F-6


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Datacom, LLC

 

Technology and Telecommunications Provider

 

 

                   

     

10.5% Secured Debt (Maturity—May 31, 2019)

    11,205     11,108     11,108  

     

Preferred Member Units (6,453 units)

          6,030     6,030  

                  17,138     17,138  

                           

Garreco, LLC

 

Manufacturer and Supplier of Dental Products

 

 

                   

     

14% Secured Debt (Maturity—January 12, 2018)

    5,400     5,325     5,325  

     

Member Units (1,200 units)(8)

          1,200     1,470  

                  6,525     6,795  

                           

GRT Rubber Technologies LLC

 

Engineered Rubber Product Manufacturer

 

 

                   

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—December 19, 2019)(9)

    16,750     16,591     16,591  

     

Member Units (5,879 units)(8)

          13,065     13,065  

                  29,656     29,656  

                           

Gulf Manufacturing, LLC

 

Manufacturer of Specialty Fabricated Industrial Piping Products

 

 

                   

     

9% PIK Secured Debt (Ashland Capital IX, LLC) (Maturity—June 30, 2017)

    744     744     744  

     

Member Units (438 units)(8)

          2,980     16,540  

                  3,724     17,284  

                           

Harrison Hydra-Gen, Ltd.

 

Manufacturer of Hydraulic Generators

 

 

                   

     

12% Secured Debt (Maturity—June 4, 2015)

    5,010     4,974     5,010  

     

Preferred Stock (8% cumulative)(8)

          1,286     1,286  

     

Common Stock (107,456 shares)

          718     2,020  

                  6,978     8,316  

                           

Hawthorne Customs and Dispatch Services, LLC

 

Facilitator of Import Logistics, Brokerage, and Warehousing

 

 

                   

     

Member Units (500 units)(8)

          589     580  

     

Member Units (Wallisville Real Estate, LLC) (588,210 units)(8)

          1,215     2,220  

                  1,804     2,800  

                           

Hydratec, Inc.

 

Designer and Installer of Micro-Irrigation Systems

 

 

                   

     

Common Stock (7,095 shares)(8)

          7,095     13,720  

                           

F-7


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

IDX Broker, LLC

 

Provider of Marketing and CRM Tools for the Real Estate Industry

 

 

                   

     

LIBOR Plus 6.50% (Floor 1.50%), Current Coupon 8.00%, Secured Debt (Maturity—November 18, 2018)(9)

    125     125     125  

     

12.5% Secured Debt (Maturity—November 18, 2018)

    11,350     11,267     11,350  

     

Member Units (5,400 units)

          5,606     6,027  

                  16,998     17,502  

                           

Impact Telecom, Inc.

 

Telecommunications Services Provider

 

 

                   

     

LIBOR Plus 6.50% (Floor 2.00%), Current Coupon 8.50%, Secured Debt (Maturity—May 31, 2018)(9)

    1,575     1,570     1,570  

     

13% Secured Debt (Maturity—May 31, 2018)

    22,500     15,698     15,698  

     

Warrants (5,516,667 equivalent shares)

          8,000     4,160  

                  25,268     21,428  

                           

Indianapolis Aviation Partners, LLC

 

Fixed Base Operator

 

 

                   

     

15% Secured Debt (Maturity—January 15, 2016)

    3,100     3,100     3,100  

     

Warrants (1,046 equivalent units)

          1,129     2,540  

                  4,229     5,640  

                           

Jensen Jewelers of Idaho, LLC

 

Retail Jewelry Store

 

 

                   

     

Prime Plus 6.75% (Floor 2.00%), Current Coupon 10.00%, Secured Debt (Maturity—November 14, 2016)(9)

    4,505     4,452     4,505  

     

Member Units (627 units)(8)

          811     3,580  

                  5,263     8,085  

                           

Lighting Unlimited, LLC

 

Commercial and Residential Lighting Products and Design Services

 

 

                   

     

8% Secured Debt (Maturity—August 22, 2015)

    1,514     1,514     1,514  

     

Preferred Equity (non-voting)

          434     434  

     

Warrants (71 equivalent units)

          54     40  

     

Member Units (700 units)(8)

          100     420  

                  2,102     2,408  

                           

Marine Shelters Holdings, LLC (LoneStar Marine Shelters)

 

Fabricator of Marine and Industrial Shelters

 

 

                   

     

12% Secured Debt (Maturity—December 28, 2017)

    10,250     10,122     10,122  

     

Preferred Member Units (2,669 units)

          3,750     3,750  

                  13,872     13,872  

                           

F-8


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Mid-Columbia Lumber Products, LLC

 

Manufacturer of Finger-Jointed Lumber Products

 

 

                   

     

10% Secured Debt (Maturity—December 18, 2017)

    1,750     1,750     1,750  

     

12% Secured Debt (Maturity—December 18, 2017)

    3,900     3,900     3,900  

     

Member Units (2,829 units)(8)

          1,244     7,550  

     

9.5% Secured Debt (Mid—Columbia Real Estate, LLC) (Maturity—May 13, 2025)

    915     915     915  

     

Member Units (Mid—Columbia Real Estate, LLC) (250 units)(8)

          250     550  

                  8,059     14,665  

                           

MSC Adviser I, LLC(16)

 

Third Party Investment Advisory Services

 

 

                   

     

Member Units (Fully diluted 100.0%)(8)

              24,840  

                           

Mystic Logistics, Inc

 

Logistics and Distribution Services Provider for Large Volume Mailers

 

 

                   

     

12% Secured Debt (Maturity—August 15, 2019)

    10,000     9,799     10,000  

     

Common Stock (5,873 shares)

          2,720     6,160  

                  12,519     16,160  

                           

NAPCO Precast, LLC

 

Precast Concrete Manufacturing

 

 

                   

     

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—September 1, 2015)(9)

    625     619     625  

     

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—February 1, 2016)(9)

    2,923     2,917     2,923  

     

18% Secured Debt (Maturity—February 1, 2016)

    4,468     4,446     4,468  

     

Member Units (2,955 units)(8)

          2,975     7,820  

                  10,957     15,836  

                           

NRI Clinical Research, LLC

 

Clinical Research Service Provider

 

 

                   

     

14% Secured Debt (Maturity—September 8, 2017)

    4,771     4,676     4,676  

     

Warrants (251,723 equivalent units)

          252     160  

     

Member Units (671,233 units)

          671     722  

                  5,599     5,558  

                           

NRP Jones, LLC

 

Manufacturer of Hoses, Fittings and Assemblies

 

 

                   

     

12% Secured Debt (Maturity—December 22, 2016)

    13,400     12,933     12,933  

     

Warrants (14,331 equivalent units)

          817     810  

     

Member Units (50,877 units)(8)

          2,900     2,730  

                  16,650     16,473  

                           

F-9


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

OMi Holdings, Inc.

 

Manufacturer of Overhead Cranes

 

 

                   

     

Common Stock (1,500 shares)(8)

          1,080     13,420  

                           

Pegasus Research Group, LLC (Televerde)

 

Provider of Telemarketing and Data Services

 

 

                   

     

Member Units (460 units)(8)

          1,290     6,490  

                           

PPL RVs, Inc.

 

Recreational Vehicle Dealer

 

 

                   

     

11.1% Secured Debt (Maturity—June 10, 2015)

    9,960     9,954     9,960  

     

Common Stock (1,962 shares)

          2,150     8,430  

                  12,104     18,390  

                           

Principle Environmental, LLC

 

Noise Abatement Service Provider

 

 

                   

     

12% Secured Debt (Maturity—April 30, 2017)

    4,060     3,866     4,060  

     

12% Current / 2% PIK Secured Debt (Maturity—April 30, 2017)

    3,261     3,247     3,261  

     

Preferred Member Units (19,631 units)

          4,663     9,560  

     

Warrants (1,036 equivalent units)

          1,200     530  

                  12,976     17,411  

                           

River Aggregates, LLC

 

Processor of Construction Aggregates

 

 

                   

     

Zero Coupon Secured Debt (Maturity—June 30, 2018)

    750     509     509  

     

12% Secured Debt (Maturity—June 30, 2018)

    500     500     500  

     

Member Units (1,150 units)(8)

          1,150     3,190  

     

Member Units (RA Properties, LLC) (1,500 units)

          369     430  

                  2,528     4,629  

                           

SoftTouch Medical Holdings LLC

 

Home Provider of Pediatric Durable Medical Equipment

 

 

                   

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—October 31, 2019)(9)

    8,500     8,421     8,421  

     

Member Units (4,526 units)

          5,015     5,015  

                  13,436     13,436  

                           

Southern RV, LLC

 

Recreational Vehicle Dealer

 

 

                   

     

13% Secured Debt (Maturity—August 8, 2018)

    11,400     11,273     11,400  

     

Member Units (1,680 units)(8)

          1,680     5,810  

     

13% Secured Debt (Southern RV Real Estate, LLC) (Maturity—August 8, 2018)

    3,250     3,214     3,250  

     

Member Units (Southern RV Real Estate, LLC) (480 units)

          480     540  

                  16,647     21,000  

                           

F-10


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

The MPI Group, LLC

 

Manufacturer of Custom Hollow Metal Doors, Frames and Accessories

 

 

                   

     

9% Secured Debt (Maturity—October 2, 2018)

    2,724     2,724     2,724  

     

Series A Preferred Units (2,500 units; 10% Cumulative)

          2,500     980  

     

Warrants (1,424 equivalent units)

          1,096      

     

Member Units (MPI Real Estate Holdings, LLC) (100% Fully diluted)(8)

          2,300     2,230  

                  8,620     5,934  

                           

Travis Acquisition LLC

 

Manufacturer of Aluminum Trailers

 

 

                   

     

12% Secured Debt (Maturity—August 30, 2018)

    4,578     4,510     4,578  

     

Member Units (7,282 units)

          7,100     13,650  

                  11,610     18,228  

                           

Uvalco Supply, LLC

 

Farm and Ranch Supply Store

 

 

                   

     

9% Secured Debt (Maturity—January 1, 2019)

    1,659     1,659     1,659  

     

Member Units (1,006 units)(8)

          1,113     3,350  

                  2,772     5,009  

                           

Vision Interests, Inc.

 

Manufacturer / Installer of Commercial Signage

 

 

                   

     

13% Secured Debt (Maturity—December 23, 2016)

    3,204     3,174     3,174  

     

Series A Preferred Stock (3,000,000 shares)

          3,000     3,550  

     

Common Stock (1,126,242 shares)

          3,706     210  

                  9,880     6,934  

                           

Ziegler's NYPD, LLC

 

Casual Restaurant Group

 

 

                   

     

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—October 1, 2018)(9)

    1,500     1,491     1,491  

     

9% Current / 9% PIK Secured Debt (Maturity—October 1, 2018)

    5,509     5,509     4,880  

     

Warrants (587 equivalent units)

          600      

     

Member units (480 units)

          75      

                  7,675     6,371  

Subtotal Control Investments (28.0% of total investments at fair value)

    349,766     489,328  

F-11


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Affiliate Investments(6)

 

 

 

 

                   

                           

AFG Capital Group, LLC

 

Provider of Rent-to-Own Financing Solutions and Services

                       

     

11% Secured Debt (Maturity—November 7, 2019)

    11,760     11,376     11,376  

     

Warrants (42 equivalent units)

          259     259  

     

Member Units (186 units)

          1,200     1,200  

                  12,835     12,835  

                           

Boss Industries, LLC

 

Manufacturer and Distributor of Air Compressors, Auxiliary Power Units, Gas Booster Systems and Vapor Recovery Systems

                       

     

Preferred Member Units (2,242 units)(8)

          2,000     2,000  

                           

Bridge Capital Solutions Corporation

 

Financial Services and Cash Flow Solutions Provider

                       

     

13% Secured Debt (Maturity—April 18, 2017)

    6,000     5,852     5,852  

     

Warrants (19 equivalent shares)

          200     860  

                  6,052     6,712  

                           

Brightwood Capital Fund III, LP(12)(13)

 

Investment Partnership

                       

     

LP Interests (Brightwood Capital Fund III, LP) (Fully diluted 2.3%)(8)

          4,524     4,524  

                           

CAI Software LLC

 

Provider of Specialized Enterprise Resource Planning Software

                       

     

12% Secured Debt (Maturity—October 10, 2019)

    5,400     5,350     5,350  

     

Member Units (65,356 units)

          654     654  

                  6,004     6,004  

                           

Condit Exhibits, LLC

 

Tradeshow Exhibits / Custom Displays Provider

                       

     

Member Units (3,936 units)(8)

          100     610  

                           

Congruent Credit Opportunities Funds(12)(13)

 

Investment Partnership

                       

     

LP Interests (Congruent Credit Opportunities Fund II, LP) (Fully diluted 19.8%)(8)

          17,169     16,879  

     

LP Interests (Congruent Credit Opportunities Fund III, LP) (Fully diluted 17.4%)(8)

          9,450     9,450  

                  26,619     26,329  

                           

F-12


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Daseke, Inc.

 

Specialty Transportation Provider

                       

     

12% Current / 2.5% PIK Secured Debt (Maturity—July 31, 2018)

    20,853     20,548     20,853  

     

Common Stock (19,467 shares)

          5,213     17,460  

                  25,761     38,313  

                           

Dos Rios Partners(12)(13)

 

Investment Partnership

                       

     

LP Interests (Dos Rios Partners, LP) (Fully diluted 20.2%)(8)

          2,325     2,325  

     

LP Interests (Dos Rios Partners—A, LP) (Fully diluted 6.4%)(8)

          738     738  

                  3,063     3,063  

                           

East Teak Fine Hardwoods, Inc.

 

Distributor of Hardwood Products

                       

     

Common Stock (5,000 shares)(8)

          480     860  

                           

East West Copolymer & Rubber, LLC

 

Manufacturer of Synthetic Rubbers

                       

     

12% Secured Debt (Maturity—October 17, 2019)

    9,600     9,442     9,442  

     

Warrants (1,823,278 equivalent units)

          50     50  

                  9,492     9,492  

                           

Freeport Financial SBIC Fund LP(12)(13)

 

Investment Partnership

                       

     

LP Interests (Fully diluted 9.9%)(8)

          5,140     5,140  

                           

Gault Financial, LLC (RMB Capital, LLC)

 

Purchases and Manages Liquidation of Distressed Assets

                       

     

10% Secured Debt (Maturity—November 21, 2016)

    13,046     12,784     10,818  

     

Warrants (29,025 equivalent units)

          400      

                  13,184     10,818  

                           

Glowpoint, Inc.

 

Provider of Cloud Managed Video Collaboration Services

                       

     

8% Secured Debt (Maturity—October 18, 2018)

    400     396     396  

     

12% Secured Debt (Maturity—October 18, 2018)

    9,000     8,914     8,914  

     

Common Stock (7,711,517 shares)

          3,958     6,830  

                  13,268     16,140  

                           

Guerdon Modular Holdings, Inc.

 

Multi-Family and Commercial Modular Construction Company

                       

     

11% Secured Debt (Maturity—August 13, 2019)

    11,200     11,051     11,051  

     

Common Stock (170,577 shares)

          2,400     2,400  

                  13,451     13,451  

                           

F-13


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Houston Plating and Coatings, LLC

 

Provider of Plating and Industrial Coating Services

                       

     

Member Units (248,082 units)(8)

          996     11,470  

                           

Indianhead Pipeline Services, LLC

 

Provider of Pipeline Support Services

                       

     

12% Secured Debt (Maturity—February 6, 2017)

    6,675     6,432     6,432  

     

Preferred Member Units (28,905 units; 8% cumulative)(8)

          2,013     2,013  

     

Warrants (38,193 equivalent units)

          459      

     

Member Units (14,732 units)

          1      

                  8,905     8,445  

                           

irth Solutions, LLC

 

Provider of Damage Prevention Information Technology Services

                       

     

Member Units (128 units)(8)

          624     4,010  

                           

KBK Industries, LLC

 

Specialty Manufacturer of Oilfield and Industrial Products

                       

     

12.5% Secured Debt (Maturity—September 28, 2017)

    7,950     7,904     7,950  

     

Member Units (250 units)(8)

          341     4,880  

                  8,245     12,830  

                           

L.F. Manufacturing Holdings, LLC(10)

 

Manufacturer of Fiberglass Products

                       

     

Member Units (2,000,000 units)(8)

          2,019     2,374  

                           

MPS Denver, LLC

 

Specialty Card Printing

                       

     

Member Units (13,800 units)

          1,130     1,130  

                           

OnAsset Intelligence, Inc.

 

Provider of Transportation Monitoring / Tracking Products and Services

                       

     

12% PIK Secured Debt (Maturity—May 31, 2015)

    3,658     3,658     3,658  

     

Preferred Stock (912 shares; 7% cumulative)(8)

          1,981     2,734  

     

Warrants (5,333 equivalent shares)

          1,919      

                  7,558     6,392  

                           

OPI International Ltd.(13)

 

Provider of Man Camp and Industrial Storage Services

                       

     

Common Stock (20,766,317 shares)

          1,371     3,200  

                           

PCI Holding Company, Inc.

 

Manufacturer of Industrial Gas Generating Systems

                       

     

Preferred Stock (1,500,000 shares; 20% cumulative)(8)

          2,374     4,970  

                           

F-14


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Quality Lease and Rental Holdings, LLC

 

Provider of Rigsite Accommodation Unit Rentals and Related Services

                       

     

8% Secured Debt (Maturity—October 1, 2014)(14)(18)

    157     157     157  

     

8% Secured Debt (Maturity—June 15, 2015)(14)(18)

    150     150     150  

     

12% Secured Debt (Maturity—January 8, 2018)(14)(18)

    36,577     36,073     11,000  

     

Preferred Member Units (Rocaciea, LLC) (250 units)

          2,500      

                  38,880     11,307  

                           

Radial Drilling Services Inc.

 

Oil and Gas Technology Provider

                       

     

12% Secured Debt (Maturity—November 22, 2016)

    4,200     3,838     2,870  

     

Warrants (316 equivalent shares)

          758      

                  4,596     2,870  

                           

Samba Holdings, Inc.

 

Provider of Intelligent Driver Record Monitoring Software and Services

                       

     

12.5% Secured Debt (Maturity—November 17, 2016)

    26,304     26,102     26,304  

     

Common Stock (170,963 shares)

          2,087     8,130  

                  28,189     34,434  

                           

SYNEO, LLC

 

Manufacturer of Automation Machines, Specialty Cutting Tools and Punches

                       

     

12% Secured Debt (Maturity—July 13, 2016)

    2,700     2,678     2,678  

     

10% Secured Debt (Leadrock Properties, LLC) (Maturity—May 4, 2026)

    1,440     1,415     1,415  

                  4,093     4,093  

                           

Tin Roof Acquisition Company

 

Casual Restaurant Group

                       

     

12% Secured Debt (Maturity—November 30, 2018)

    14,100     13,873     13,873  

     

Class C Preferred Stock (Fully diluted 10.0%; 10% cumulative)(8)

          2,297     2,297  

                  16,170     16,170  

Subtotal Affiliate Investments (16.0% of total investments at fair value)

          267,123     279,986  

F-15


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Non-Control/Non-Affiliate Investments(7)

             

                           

Allflex Holdings III Inc.(11)

 

Manufacturer of Livestock Identification Products

 

 

                   

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—July 19, 2021)(9)

    10,150     10,079     10,188  

                           

AM General LLC(11)

 

Specialty Vehicle Manufacturer

 

 

                   

     

LIBOR Plus 9.00% (Floor 1.25%), Current Coupon 10.25%, Secured Debt (Maturity—March 22, 2018)(9)

    2,256     2,211     2,087  

                           

AM3 Pinnacle Corporation(10)

 

Provider of Comprehensive Internet, TV and Voice Services for Multi-Dwelling Unit Properties

 

 

                   

     

10% Secured Debt (Maturity—October 22, 2018)

    21,002     20,870     20,870  

     

Common Stock (60,240 shares)

          2,000      

                  22,870     20,870  

                           

AmeriTech College, LLC

 

For-Profit Nursing and Healthcare College

 

 

                   

     

10% Secured Debt (Maturity—November 30, 2019)

    685     685     685  

     

10% Secured Debt (Maturity—January 31, 2020)

    4,235     4,235     3,700  

                  4,920     4,385  

                           

AMF Bowling Centers, Inc.(11)

 

Bowling Alley Operator

 

 

                   

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—September 18, 2021)(9)

    7,971     7,855     7,938  

                           

Anchor Hocking, LLC(11)

 

Household Products Manufacturer

 

 

                   

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75% / 1.75% PIK, Current Coupon Plus PIK 9.50%, Secured Debt (Maturity—May 21, 2020)(9)

    10,964     10,892     5,852  

                           

AP Gaming I, LLC(10)

 

Developer, Manufacturer, and Operator of Gaming Machines

 

 

                   

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—December 20, 2020)(9)

    6,913     6,733     6,910  

                           

F-16


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Applied Products, Inc.(10)

 

Adhesives Distributor

 

 

                   

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—September 30, 2019)(9)

    6,161     6,098     6,098  

                           

Aptean, Inc.(11)

 

Enterprise Application Software Provider

 

 

                   

     

LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.25%, Secured Debt (Maturity—February 26, 2020)(9)

    7,688     7,619     7,553  

                           

Arcus Hunting LLC(10)

 

Deer Lures, Attractants and Scent Elimination Products

 

 

                   

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—November 13, 2019)(9)

    9,094     8,964     8,964  

                           

Artel, LLC(11)

 

Land-Based and Commercial Satellite Provider

 

 

                   

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—November 27, 2017)(9)

    7,988     7,844     7,668  

                           

ATS Workholding, Inc.(10)

 

Manufacturer of Machine Cutting Tools and Accessories

 

 

                   

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—March 10, 2019)(9)

    6,563     6,513     6,513  

                           

Beers Enterprises, Inc.(10)

 

Provider of Broadcast Video Transport Services

 

 

                   

     

Prime Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—March 19, 2019)(9)

    6,484     6,434     6,484  

                           

Berry Aviation, Inc.(10)

 

Charter Airline Services

 

 

                   

     

12.00% Current / 1.75% PIK Secured Debt (Maturity—January 20, 2020)

    6,000     5,942     5,942  

     

Common Stock (553 shares)

          400     400  

                  6,342     6,342  

                           

Bioventus LLC(10)

 

Production of Orthopedic Healing Products

 

 

                   

     

LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, Secured Debt (Maturity—April 10, 2020)(9)

    5,000     4,907     5,000  

                           

Blackbrush Oil and Gas LP(11)

 

Oil & Gas Exploration

 

 

                   

     

LIBOR Plus 6.50%, (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—July 30, 2021)(9)

    4,000     3,972     3,250  

                           

F-17


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Blackhawk Specialty Tools LLC(11)

 

Oilfield Equipment & Services

 

 

                   

     

LIBOR Plus 5.25% (Floor 1.25%), Current Coupon 6.50%, Secured Debt (Maturity—August 1, 2019)(9)

    6,141     6,109     5,972  

                           

Blue Bird Body Company(11)

 

School Bus Manufacturer

 

 

                   

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—June 26, 2020)(9)

    11,356     11,204     11,370  

                           

Bluestem Brands, Inc.(11)

 

Multi-Channel Retailer of General Merchandise

 

 

                   

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—November 6, 2020)(9)

    7,500     7,229     7,523  

                           

Brainworks Software, LLC(10)

 

Advertising Sales and Production and Newspaper Circulation Software

 

 

                   

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—July 22, 2019)(9)

    6,447     6,370     6,370  

                           

Brasa Holdings Inc.(11)

 

Upscale Full Service Restaurants

 

 

                   

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00%, Secured Debt (Maturity—January 20, 2020)(9)

    2,143     2,130     2,148  

                           

Brundage-Bone Concrete Pumping, Inc.(11)

 

Construction Services Provider

 

 

                   

     

10.375% Secured Debt (Maturity—September 1, 2021)

    2,500     2,500     2,588  

                           

Calloway Laboratories, Inc.(10)

 

Health Care Testing Facilities

 

 

                   

     

12% PIK Secured Debt (Maturity—September 30, 2015)(14)

    7,287     7,238     2,948  

     

Warrants (125,000 equivalent shares)

          17      

                  7,255     2,948  

                           

Cengage Learning Acquisitions, Inc.(11)

 

Provider of Educational Print and Digital Services

 

 

                   

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—March 31, 2020)(9)

    9,965     9,878     10,019  

                           

CGSC of Delaware Holdings Corp.(11)(13)

 

Insurance Brokerage Firm

 

 

                   

     

LIBOR Plus 7.00% (Floor 1.25%), Current Coupon 8.25%, Secured Debt (Maturity—October 16, 2020)(9)

    2,000     1,976     1,740  

                           

F-18


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Charlotte Russe, Inc(11)

 

Fast-Fashion Retailer to Young Women

 

 

                   

     

LIBOR Plus 5.50% (Floor 1.25%), Current Coupon 6.75%, Secured Debt (Maturity—May 22, 2019)(9)

    8,925     8,803     8,742  

                           

CHI Overhead Doors, Inc.(11)

 

Manufacturer of Overhead Garage Doors

 

 

                   

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00%, Secured Debt (Maturity—September 18, 2019)(9)

    2,500     2,469     2,503  

                           

CJ Holding Co.(11)

 

Oil & Gas Equipment & Services

 

 

                   

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—March 24, 2020)(9)

    2,000     1,720     1,793  

                           

Clarius ASIG, LLC(10)

 

Prints & Advertising Film Financing

 

 

                   

     

12% PIK Secured Debt (Maturity—September 14, 2014)(17)

    2,805     2,758     2,805  

                           

Clarius BIGS, LLC(10)

 

Prints & Advertising Film Financing

 

 

                   

     

12% PIK Secured Debt (Maturity—January 5, 2015)(14)(17)

    4,400     4,321     1,848  

                           

Compact Power Equipment, Inc.

 

Equipment / Tool Rental

 

 

                   

     

12% Secured Debt (Maturity—October 1, 2017)

    4,100     4,086     4,100  

     

Series A Preferred Stock (4,298,435 shares)(8)

          1,079     2,930  

                  5,165     7,030  

                           

Compuware Corporation(11)

 

Provider of Software and Supporting Services

 

 

                   

     

LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.25%, Secured Debt (Maturity—December 15, 2019)(9)

    15,000     14,593     14,681  

                           

Covenant Surgical Partners, Inc.(11)

 

Ambulatory Surgical Centers

 

 

                   

     

8.75% Secured Debt (Maturity—August 1, 2019)

    2,000     2,000     2,010  

                           

CRGT Inc.(11)

 

Provider of Custom Software Development

 

 

                   

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—December 19, 2020)(9)

    11,925     11,678     11,716  

                           

CST Industries Inc.(11)

 

Storage Tank Manufacturer

                       

     

LIBOR Plus 6.25% (Floor 1.50%), Current Coupon 7.75%, Secured Debt (Maturity—May 22, 2017)(9)

    6,954     6,902     6,884  

                           

F-19


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Darr Equipment LP(10)

 

Heavy Equipment Dealer

                       

     

11.75% Current / 2% PIK Secured Debt (Maturity—April 15, 2020)

    20,393     19,799     19,799  

     

Warrants (915,734 equivalent units)

          474     474  

                  20,273     20,273  

                           

Digital River, Inc.(11)

 

Provider of Outsourced e-Commerce

                       

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—February 12, 2021)(9)

    12,000     11,813     11,910  

                           

Digity Media LLC(11)

 

Radio Station Operator

                       

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—February 8, 2019)(9)

    7,359     7,292     7,304  

                           

Drilling Info, Inc.

 

Information Services for the Oil and Gas Industry

 

 

                   

     

Common Stock (3,788,865 shares)

          1,335     9,920  

                           

ECP-PF Holdings Group, Inc.(10)

 

Fitness Club Operator

                       

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—November 26, 2019)(9)

    5,625     5,572     5,572  

                           

EnCap Energy Fund Investments(12)(13)

 

Investment Partnership

                       

     

LP Interests (EnCap Energy Capital Fund VIII, L.P.) (Fully diluted 0.1%)(8)

          3,595     3,256  

     

LP Interests (EnCap Energy Capital Fund VIII Co-Investors, L.P.) (Fully diluted 0.1%)(8)

          2,110     1,874  

     

LP Interests (EnCap Energy Capital Fund IX, L.P.) (Fully diluted 0.1%)(8)

          2,323     2,146  

     

LP Interests (EnCap Flatrock Midstream Fund X, L.P.) (Fully diluted 0.3%)

          478     478  

     

LP Interests (EnCap Flatrock Midstream Fund II, L.P.) (Fully diluted 0.8%)(8)

          5,193     5,491  

     

LP Interests (EnCap Flatrock Midstream Fund III, L.P.) (Fully diluted 0.2%)

          258     258  

                  13,957     13,503  

                           

Energy and Exploration Partners, LLC(11)

 

Oil & Gas Exploration & Production

 

 

                   

     

LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (Maturity—January 22, 2019)(9)

    9,461     9,075     7,872  

                           

F-20


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Evergreen Skills Lux S.á r.l. (d/b/a Skillsoft)(11)

 

Technology-based Performance Support Solutions

 

 

                   

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—April 28, 2022)(9)

    7,000     6,824     6,619  

                           

Extreme Reach, Inc.(11)

 

Integrated TV and Video Advertising Platform

 

 

                   

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (Maturity—February 7, 2020)(9)

    12,511     12,497     12,636  

                           

FC Operating, LLC(10)

 

Christian Specialty Retail Stores

 

 

                   

     

LIBOR Plus 10.75% (Floor 1.25%), Current Coupon 12.00%, Secured Debt (Maturity—November 14, 2017)(9)(14)(18)

    5,400     5,335     3,223  

                           

Flavors Holdings Inc.(11)

 

Global Provider of Flavoring and Sweetening Products and Solutions

 

 

                   

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (Maturity—April 3, 2020)(9)

    11,786     11,395     11,448  

                           

Fram Group Holdings, Inc.(11)

 

Manufacturer of Automotive Maintenance Products

 

 

                   

     

LIBOR Plus 5.00% (Floor 1.50%), Current Coupon 6.50%, Secured Debt (Maturity—July 29, 2017)(9)

    5,745     5,739     5,743  

     

LIBOR Plus 9.00% (Floor 1.50%), Current Coupon 10.50%, Secured Debt (Maturity—January 29, 2018)(9)

    700     698     685  

                  6,437     6,428  

                           

GI KBS Merger Sub LLC(11)

 

Outsourced Janitorial Services to Retail/Grocery Customers

 

 

                   

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—October 29, 2021)(9)

    2,993     2,985     2,985  

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—April 29, 2022)(9)

    800     785     800  

                  3,770     3,785  

                           

F-21


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Grace Hill, LLC(10)

 

Online Training Tools for the Multi-Family Housing Industry

 

 

                   

     

Prime Plus 5.25% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—August 15, 2019)(9)

    9,522     9,417     9,522  

                           

Great Circle Family Foods, LLC(10)

 

Quick Service Restaurant Franchise

 

 

                   

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—October 28, 2019)(9)

    8,000     7,921     7,921  

                           

Grupo Hima San Pablo, Inc.(11)

 

Tertiary Care Hospitals

 

 

                   

     

LIBOR Plus 7.00% (Floor 1.50%), Current Coupon 8.50%, Secured Debt (Maturity—January 31, 2018)(9)

    4,900     4,838     4,758  

     

13.75% Secured Debt (Maturity—July 31, 2018)

    2,000     1,929     1,926  

                  6,767     6,684  

                           

GST Autoleather, Inc.(11)

 

Automotive Leather Manufacturer

 

 

                   

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—July 10, 2020)(9)

    9,950     9,861     9,850  

                           

Guitar Center, Inc.(11)

 

Musical Instruments Retailer

 

 

                   

     

6.5% Secured Debt (Maturity—April 15, 2019)

    9,000     8,541     7,852  

                           

Halcon Resources Corporation(11)(13)

 

Oil & Gas Exploration & Production

 

 

                   

     

9.75% Unsecured Debt (Maturity—July 15, 2020)

    6,925     6,349     4,882  

                           

Hostway Corporation(11)

 

Managed Services and Hosting Provider

 

 

                   

     

LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity—December 13, 2019)(9)

    11,750     11,656     11,632  

     

LIBOR Plus 8.75% (Floor 1.25%), Current Coupon 10.00%, Secured Debt (Maturity—December 11, 2020)(9)

    5,000     4,921     4,950  

                  16,577     16,582  

                           

Hunter Defense Technologies, Inc.(11)

 

Provider of Military and Commercial Shelters and Systems

 

 

                   

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—August 5, 2019)(9)

    9,875     9,787     9,900  

                           

F-22


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

ICON Health & Fitness, Inc.(11)

 

Producer of Fitness Products

 

 

                   

     

11.875% Secured Debt (Maturity—October 15, 2016)

    6,956     6,866     6,869  

                           

iEnergizer Limited(11)(13)

 

Provider of Business Outsourcing Solutions

 

 

                   

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—May 1, 2019)(9)

    9,735     9,621     9,005  

                           

Infinity Acquisition Finance Corp.(11)

 

Application Software for Capital Markets

 

 

                   

     

7.25% Unsecured Debt (Maturity—August 1, 2022)

    4,000     4,000     3,740  

                           

Indivior Finance LLC(11)

 

Specialty Pharmaceutical Company Treating Opioid Dependence

 

 

                   

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—December 19, 2019)(9)

    7,406     6,968     7,036  

                           

Inn of the Mountain Gods Resort and Casino(11)

 

Hotel & Casino Owner & Operator

 

 

                   

     

9.25% Secured Debt (Maturity—November 30, 2020)

    3,851     3,692     3,591  

                           

Insurance Technologies, LLC(10)

 

Illustration and Sales-automation platforms

 

 

                   

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—December 1, 2019)(9)

    5,000     4,946     4,946  

                           

iQor US Inc.(11)

 

Business Process Outsourcing Services Provider

 

 

                   

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—April 1, 2021)(9)

    9,962     9,771     9,489  

                           

Jackson Hewitt Tax Service Inc.(11)

 

Tax Preparation Service Provider

 

 

                   

     

LIBOR Plus 8.50% (Floor 1.50%), Current Coupon 10.00%, Secured Debt (Maturity—October 16, 2017)(9)

    4,107     4,012     4,107  

                           

Joerns Healthcare, LLC(11)

 

Manufacturer and Distributor of Health Care Equipment & Supplies

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—May 9, 2020)(9)

    11,915     11,799     11,821  

F-23


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

John Deere Landscapes LLC(10)

 

Distributor of Landscaping Supplies

                       

     

LIBOR Plus 4.00% (Floor 1.00%), Current Coupon 5.00%, Secured Debt (Maturity—December 23, 2019)(9)

    8,552     8,189     8,189  

                           

Kadmon Pharmaceuticals, LLC(10)

 

Biopharmaceutical Company with a Hepatology Focus

                       

     

9.75% Secured Debt (Maturity—December 17, 2016)

    5,000     5,000     5,000  

                           

Keypoint Government Solutions, Inc.(11)

 

Provider of Pre-Employment Screening Services

                       

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity—November 13, 2017)(9)

    7,007     6,955     6,972  

                           

Lansing Trade Group LLC(11)

 

Commodity Merchandiser

                       

     

9.25% Unsecured Debt (Maturity—February 15, 2019)

    6,000     6,000     5,955  

                           

Larchmont Resources, LLC(11)

 

Oil & Gas Exploration & Production

                       

     

LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity—August 7, 2019)(9)

    6,878     6,827     6,281  

                           

LKCM Distribution Holdings, L.P.

 

Distributor of Industrial Process Equipment

                       

     

12% Current / 2.5% PIK Secured Debt (Maturity—December 23, 2018)

    16,417     16,285     16,417  

                           

LKCM Headwater Investments I, L.P.(12)(13)

 

Investment Partnership

                       

     

LP Interests (Fully diluted 2.3%)(8)

          2,250     6,117  

                           

MAH Merger Corporation(11)

 

Sports-Themed Casual Dining Chain

                       

     

LIBOR Plus 4.50% (Floor 1.25%), Current Coupon 5.75%, Secured Debt (Maturity—July 19, 2019)(9)

    4,802     4,763     4,814  

                           

MediMedia USA, Inc.(11)

 

Provider of Healthcare Media and Marketing

                       

     

LIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.00%, Secured Debt (Maturity—November 20, 2018)(9)

    5,272     5,201     5,233  

                           

F-24


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Messenger, LLC(10)

 

Supplier of Specialty Stationery and Related Products to the Funeral Industry

                       

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—December 5, 2019)(9)

    13,097     12,982     12,982  

                           

Milk Specialties Company(11)

 

Processor of Nutrition Products

                       

     

LIBOR Plus 7.00% (Floor 1.25%), Current Coupon 8.25%, Secured Debt (Maturity—November 9, 2018)(9)

    7,180     7,145     7,234  

                           

Minute Key, Inc.

 

Operator of Automated Key Duplication Kiosks

                       

     

10% Current / 2% PIK Secured Debt (Maturity—September 19, 2019)

    4,844     4,800     4,800  

                           

Miramax Film NY, LLC(11)

 

Motion Picture Producer and Distributor

                       

     

Class B Units (12% cumulative)(8)

          815     815  

                           

Modern VideoFilm, Inc.(10)

 

Post-Production Film Studio

                       

     

LIBOR Plus 3.50% (Floor 1.50%), Current Coupon 5.00% / 8.50% PIK, Current Coupon Plus PIK 13.50%, Secured Debt (Maturity—September 25, 2017)(9)(14)

    6,302     6,125     2,035  

     

Warrants (1,833 equivalent shares)

          151      

                  6,276     2,035  

                           

Mood Media Corporation(11)(13)

 

Provider of Electronic Equipment

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—May 1, 2019)(9)

    13,410     13,268     13,326  

                           

MP Assets Corporation(11)

 

Manufacturer of Battery Components

                       

     

LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity—December 19, 2019)(9)

    4,350     4,314     4,344  

                           

New Media Holdings II LLC(11)(13)

 

Local Newspaper Operator

                       

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—June 4, 2020)(9)

    14,888     14,623     14,757  

                           

Nice-Pak Products, Inc.(11)

 

Pre-Moistened Wipes Manufacturer

                       

     

LIBOR Plus 6.00% (Floor 1.50%), Current Coupon 7.50%, Secured Debt (Maturity—June 18, 2015)(9)

    12,541     12,529     12,352  

                           

F-25


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

North American Lifting Holdings, Inc.(11)

 

Construction & Farm Machinery & Heavy Trucks

                       

     

LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity—November 27, 2020)(9)

    997     917     968  

                           

North Atlantic Trading Company, Inc.(11)

 

Marketer/Distributor of Tobacco Products

                       

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity—January 13, 2020)(9)

    10,719     10,632     10,605  

                           

Novitex Intermediate, LLC(11)

 

Provider of Document Management Services

                       

     

LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity—July 7, 2020)(9)

    5,970     5,916     5,686  

                           

Ospemifene Royalty Sub LLC (QuatRx)(10)

 

Estrogen-Deficiency Drug Manufacturer and Distributor

                       

     

11.5% Secured Debt (Maturity—November 15, 2026)

    5,205     5,205     5,205  

                           

Panolam Industries International, Inc.(11)

 

Decorative Laminate Manufacturer

                       

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity—August 23, 2017)(9)

    9,896     9,833     9,846  

                           

Paris Presents Incorporated(11)(13)

 

Branded Cosmetic and Bath Accessories

                       

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—December 31, 2021)(9)

    2,000     1,961     2,000  

                           

Parq Holdings Limited Partnership(11)(13)

 

Hotel & Casino Operator

                       

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—December 17, 2020)(9)

    6,226     6,082     6,263  

                           

Permian Holdings, Inc.(11)

 

Storage Tank Manufacturer

                       

     

10.5% Secured Debt (Maturity—January 15, 2018)

    2,755     2,733     1,515  

                           

Pernix Therapeutics Holdings, Inc.(10)(13)

 

Pharmaceutical Royalty—Anti-Migraine

                       

     

12% Secured Debt (Maturity—August 1, 2020)

    4,000     4,000     4,000  

                           

F-26


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

PeroxyChem LLC(11)

 

Chemical Manufacturer

                       

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—February 28, 2020)(9)

    8,910     8,758     8,943  

                           

Philadelphia Energy Solutions Refining and Marketing LLC(11)

 

Oil & Gas Refiner

                       

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—April 4, 2018)(9)

    2,940     2,912     2,820  

                           

Pike Corporation(11)

 

Construction and Maintenance Services for Electric Transmission and Distribution Infrastructure

                       

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—June 22, 2022)(9)

    15,000     14,636     14,925  

                           

Polyconcept Financial B.V.(11)

 

Promotional Products to Corporations and Consumers

                       

     

LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity—June 28, 2019)(9)

    4,314     4,301     4,303  

                           

Primesight Limited(10)(13)

 

Outdoor Advertising Operator

                       

     

10% Secured Debt (Maturity—October 22, 2016)

    8,663     8,608     7,724  

                           

PT Network, LLC(10)

 

Provider of Outpatient Physical Therapy and Sports Medicine Services

                       

     

LIBOR Plus 7.00% (Floor 1.50%), Current Coupon 8.50%, Secured Debt (Maturity—November 1, 2018)(9)

    11,916     11,806     11,806  

                           

QBS Parent, Inc.(11)

 

Provider of Software and Services to the Oil & Gas Industry

                       

     

LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.75%, Secured Debt (Maturity—August 7, 2021)(9)

    9,975     9,883     9,800  

                           

RCHP, Inc.(11)

 

Regional Non-Urban Hospital Owner/Operator

                       

     

LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (Maturity—October 23, 2019)(9)

    4,000     3,947     4,055  

                           

Recorded Books Inc.(11)

 

Audiobook and Digital Content Publisher

                       

     

LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.25%, Secured Debt (Maturity—January 31, 2020)(9)

    11,875     11,775     11,786  

                           

F-27


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Relativity Media, LLC(10)

 

Full-Scale Film and Television Production and Distribution

                       

     

10% Secured Debt (Maturity—May 30, 2015)

    5,787     5,781     5,801  

     

15% PIK Secured Debt (Maturity—May 30, 2015)

    7,691     7,665     7,730  

     

Class A Units (260,194 units)

          292     1,149  

                  13,738     14,680  

                           

Renaissance Learning, Inc.(11)

 

Technology-based K-12 Learning Solutions

                       

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—April 11, 2022)(9)

    3,000     2,973     2,925  

                           

RGL Reservoir Operations Inc.(11)(13)

 

Oil & Gas Equipment and Services

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—August 13, 2021)(9)

    3,980     3,870     3,017  

                           

RLJ Entertainment, Inc.(10)

 

Movie and TV Programming Licensee and Distributor

                       

     

LIBOR Plus 8.75% (Floor 0.25%), Current Coupon 9.00%, Secured Debt (Maturity—September 11, 2019)(9)

    11,299     11,245     11,245  

                           

SAExploration, Inc.(10)(13)

 

Geophysical Services Provider

                       

     

Common Stock (6,472 shares)(8)

          65     27  

                           

Sage Automotive Interiors, Inc(11)

 

Automotive Textiles Manufacturer

                       

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.00%, Secured Debt (Maturity—October 8, 2021)(9)

    3,000     2,972     3,000  

                           

Sagittarius Restaurants LLC (d/b/a Del Taco)(11)

 

Mexican/American QSR Restaurant Chain

                       

     

LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity—October 1, 2018)(9)

    4,591     4,573     4,576  

                           

SCE Partners, LLC(10)

 

Hotel & Casino Operator

                       

     

LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity—August 14, 2019)(9)

    7,481     7,423     7,519  

                           

F-28


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Sotera Defense Solutions, Inc.(11)

 

Defense Industry Intelligence Services

                       

     

LIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.00%, Secured Debt (Maturity—April 21, 2017)(9)

    10,946     10,568     9,742  

                           

Stardust Finance Holdings, Inc.(11)

 

Manufacturer of Diversified Building Products

                       

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—March 13, 2022)(9)

    12,500     12,315     12,500  

                           

Subsea Global Solutions, LLC(10)

 

Underwater Maintenance and Repair Services

                       

     

LIBOR Plus 6.00% (Floor 1.50%), Current Coupon 7.50%, Secured Debt (Maturity—March 17, 2020)(9)

    4,571     4,512     4,512  

                           

Symphony Teleca Services, Inc.(11)

 

Outsourced Product Development

                       

     

LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.75%, Secured Debt (Maturity—August 7, 2019)(9)

    14,000     13,876     13,930  

                           

Synagro Infrastructure Company, Inc(11)

 

Waste Management Services

                       

     

LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.25%, Secured Debt (Maturity—August 22, 2020)(9)

    4,714     4,638     4,572  

                           

Targus Group International(11)

 

Distributor of Protective Cases for Mobile Devices

                       

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00% / 1.00% PIK, Current Coupon Plus PIK 12.00%, Secured Debt (Maturity—May 24, 2016)(9)

    4,236     4,245     3,431  

                           

TeleGuam Holdings, LLC(11)

 

Cable and Telecom Services Provider

                       

     

LIBOR Plus 4.00% (Floor 1.25%), Current Coupon 5.25%, Secured Debt (Maturity—December 10, 2018)(9)

    6,813     6,796     6,796  

     

LIBOR Plus 7.50% (Floor 1.25%), Current Coupon 8.75%, Secured Debt (Maturity—June 10, 2019)(9)

    2,500     2,481     2,500  

                  9,277     9,296  

                           

Templar Energy LLC(11)

 

Oil & Gas Exploration & Production

                       

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—November 25, 2020)(9)

    5,000     4,947     3,424  

                           

F-29


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

The Tennis Channel, Inc.(10)

 

Television-Based Sports Broadcasting

                       

     

Warrants (114,316 equivalent shares)

          235     301  

                           

The Topps Company, Inc.(11)

 

Trading Cards & Confectionary

                       

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—October 2, 2018)(9)

    1,975     1,961     1,953  

                           

Therakos, Inc.(11)

 

Immune System Disease Treatment

                       

     

LIBOR Plus 5.75% (Floor 1.25%), Current Coupon 7.00%, Secured Debt (Maturity—December 27, 2017)(9)

    6,278     6,193     6,247  

                           

TOMS Shoes, LLC(11)

 

Global Designer, Distributor, and Retailer of Casual Footwear

                       

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—October 30, 2020)(9)

    5,000     4,527     4,644  

                           

Travel Leaders Group, LLC(11)

 

Travel Agency Network Provider

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—December 5, 2018)(9)

    12,281     12,151     12,312  

                           

UniTek Global Services, Inc.(11)

 

Provider of Outsourced Infrastructure Services

                       

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—January 13, 2019)(9)

    1,513     1,513     1,513  

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—January 13, 2019)(9)

    2,826     2,826     2,826  

     

15% PIK Unsecured Debt (Maturity—July 13, 2019)

    574     574     574  

     

Common Stock (705,054 shares)

          4,935     4,935  

                  9,848     9,848  

                           

Universal Fiber Systems, LLC(10)

 

Manufacturer of Synthetic Fibers

                       

     

LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.25%, Secured Debt (Maturity—January 31, 2019)(9)

    5,062     5,052     5,011  

                           

Universal Wellhead Services Holdings, LLC(10)

 

Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry

                       

     

Class A Units (4,000,000 units)(8)

          4,000     4,000  

                           

F-30


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

US Joiner Holding Company(11)

 

Marine Interior Design and Installation

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—April 16, 2020)(9)

    7,425     7,393     7,407  

                           

Vantage Oncology, LLC(11)

 

Outpatient Radiation Oncology Treatment Centers

                       

     

9.5% Secured Debt (Maturity—June 5, 2017)

    11,050     10,898     10,664  

                           

Virtex Enterprises, LP(10)

 

Specialty, Full-Service Provider of Complex Electronic Manufacturing Services

                       

     

12% Secured Debt (Maturity—December 27, 2018)

    1,667     1,488     1,489  

     

Preferred Class A Units (14 units; 5% cumulative)(8)

          333     333  

     

Warrants (11 equivalent units)

          186     186  

                  2,007     2,008  

                           

Vision Solutions, Inc.(11)

 

Provider of Information Availability Software

                       

     

LIBOR Plus 4.50% (Floor 1.50%), Current Coupon 6.00%, Secured Debt (Maturity—July 23, 2016)(9)

    3,413     3,405     3,405  

     

LIBOR Plus 8.00% (Floor 1.50%), Current Coupon 9.50%, Secured Debt (Maturity—July 23, 2017)(9)

    5,000     4,959     5,012  

                  8,364     8,417  

                           

Volusion, LLC

 

Provider of Online Software-as-a-Service eCommerce Solutions

                       

     

10.5% Secured Debt (Maturity—January 26, 2020)

    17,500     16,024     16,025  

     

Warrants (950,618 equivalent units)

          1,400     1,400  

     

Preferred Member Units (4,876,670 units)

          14,000     14,000  

                  31,424     31,425  

                           

Western Dental Services, Inc.(11)

 

Dental Care Services

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—November 1, 2018)(9)

    5,395     5,391     4,965  

                           

Wilton Brands LLC(11)

 

Specialty Housewares Retailer

                       

     

LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity—August 30, 2018)(9)

    1,725     1,703     1,657  

                           

F-31


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Worley Claims Services, LLC(10)

 

Insurance Adjustment Management and Services Provider

                       

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.00%, Secured Debt (Maturity—October 31, 2020)(9)

    6,484     6,423     6,517  

                           

Zilliant Incorporated

 

Price Optimization and Margin Management Solutions

                       

     

Preferred Stock (186,777 shares)

          154     211  

     

Warrants (952,500 equivalent shares)

          1,071     1,071  

                  1,225     1,282  

Subtotal Non-Control/Non-Affiliate Investments (55.4% of total investments at fair value)

          983,942     968,009  

Total Portfolio Investments, March 31, 2015

          1,600,831     1,737,323  

F-32


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Marketable Securities and Idle Funds Investments

             

                           

Other Marketable Securities and Idle Funds Investments(13)(15)

 

Investments in Marketable Securities and Diversified, Registered Bond Funds

                       

                  11,235     9,948  

Subtotal Marketable Securities and Idle Funds Investments (0.6% of total investments at fair value)

          11,235     9,948  

Total Investments, March 31, 2015

        $ 1,612,066   $ 1,747,271  

(1)
All investments are Lower Middle Market portfolio investments, unless otherwise noted. All of the Company's investments, unless otherwise noted, are encumbered either as security for the Company's Credit Agreement or in support of the SBA-guaranteed debentures issued by the Funds.

(2)
Debt investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted.

(3)
See Note C for summary geographic location of portfolio companies.

(4)
Principal is net of prepayments. Cost is net of prepayments and accumulated unearned income.

(5)
Control investments are defined by the Investment Company Act of 1940, as amended ("1940 Act") as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)
Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% of the voting securities are owned and the investments are not classified as Control investments.

(7)
Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)
Income producing through dividends or distributions.

(9)
Index based floating interest rate is subject to contractual minimum interest rate.

(10)
Private Loan portfolio investment. See Note B for a summary of Private Loan portfolio investments.

(11)
Middle Market portfolio investment. See Note B for a summary of Middle Market portfolio investments.

(12)
Other Portfolio investment. See Note B for a summary of Other Portfolio investments.

(13)
Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)
Non-accrual and non-income producing investment.

(15)
Marketable securities and idle fund investments.

(16)
External Investment Manager. Investment is not encumbered as security for the Company's Credit Agreement or in support of the SBA-guaranteed debentures issued by the Funds.

(17)
Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)
Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investments in this portfolio company will not be finally determined until such process is complete. As noted in footnote (14), our debt investments in this portfolio company are on non-accrual status.

F-33


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Control Investments(5)

 

 

 

 

                   

                           

ASC Interests, LLC

 

Recreational and Educational Shooting Facility

                       

     

11% Secured Debt (Maturity—July 31, 2018)

    3,000     2,954     3,000  

     

Member Units (1,500 units)(8)

          1,500     1,970  

                  4,454     4,970  

                           

Bond-Coat, Inc.

 

Casing and Tubing Coating Services

                       

     

12% Secured Debt (Maturity—December 28, 2017)

    13,570     13,446     13,570  

     

Common Stock (57,508 shares)

          6,350     11,210  

                  19,796     24,780  

                           

Café Brazil, LLC

 

Casual Restaurant Group

                       

     

Member Units (1,233 units)(8)

          1,742     6,980  

                           

California Healthcare Medical Billing, Inc.

 

Outsourced Billing and Revenue Cycle Management

                       

     

9% Secured Debt (Maturity—October 17, 2016)

    8,703     8,568     8,703  

     

Warrants (466,947 equivalent shares)

          1,193     3,480  

     

Common Stock (207,789 shares)

          1,177     1,460  

                  10,938     13,643  

                           

CBT Nuggets, LLC

 

Produces and Sells IT Training Certification Videos

                       

     

Member Units (416 units)(8)

          1,300     27,200  

                           

Ceres Management, LLC (Lambs Tire & Automotive)

 

Aftermarket Automotive Services Chain

                       

     

14% Secured Debt (Maturity—May 31, 2018)

    3,916     3,916     3,916  

     

Class B Member Units (12% cumulative)(8)

          4,048     4,048  

     

Member Units (5,460 units)

          5,273     2,510  

     

9.5% Secured Debt (Lamb's Real Estate Investment I, LLC) (Maturity—October 1, 2025)

    968     968     968  

     

Member Units (Lamb's Real Estate Investment I, LLC) (1,000 units)(8)

          625     1,240  

                  14,830     12,682  

                           

Datacom, LLC

 

Technology and Telecommunications Provider

                       

     

10.5% Secured Debt (Maturity—May 31, 2019)

    11,205     11,103     11,103  

     

Preferred Member Units (6,453 units)

          6,030     6,030  

                  17,133     17,133  

                           

F-34


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Garreco, LLC

 

Manufacturer and Supplier of Dental Products

                       

     

14% Secured Debt (Maturity—January 12, 2018)

    5,400     5,320     5,320  

     

Member Units (1,200 units)(8)

          1,200     1,360  

                  6,520     6,680  

                           

GRT Rubber Technologies LLC

 

Engineered Rubber Product Manufacturer

                       

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—December 19, 2019)(9)

    16,750     16,585     16,585  

     

Member Units (5,879 units)

          13,065     13,065  

                  29,650     29,650  

                           

Gulf Manufacturing, LLC

 

Manufacturer of Specialty Fabricated Industrial Piping Products

                       

     

9% PIK Secured Debt (Ashland Capital IX, LLC) (Maturity—June 30, 2017)

    744     744     744  

     

Member Units (438 units)(8)

          2,980     16,540  

                  3,724     17,284  

                           

Harrison Hydra-Gen, Ltd.

 

Manufacturer of Hydraulic Generators

                       

     

12% Secured Debt (Maturity—June 4, 2015)

    5,487     5,409     5,487  

     

Preferred Stock (8% cumulative)(8)

          1,260     1,260  

     

Common Stock (105,880 shares)

          718     1,830  

                  7,387     8,577  

                           

Hawthorne Customs and Dispatch Services, LLC

 

Facilitator of Import Logistics, Brokerage, and Warehousing

                       

     

Member Units (500 units)(8)

          589     370  

     

Member Units (Wallisville Real Estate, LLC) (588,210 units)(8)

          1,215     2,220  

                  1,804     2,590  

                           

Hydratec, Inc.

 

Designer and Installer of Micro-Irrigation Systems

                       

     

Common Stock (7,095 shares)(8)

          7,095     13,720  

                           

IDX Broker, LLC

 

Provider of Marketing and CRM Tools for the Real Estate Industry

                       

     

LIBOR Plus 6.50% (Floor 1.50%), Current Coupon 8.00%, Secured Debt (Maturity—November 18, 2018)(9)

    125     125     125  

     

12.5% Secured Debt (Maturity—November 18, 2018)

    10,571     10,483     10,571  

     

Member Units (5,029 units)

          5,029     5,450  

                  15,637     16,146  

                           

F-35


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Impact Telecom, Inc.

 

Telecommunications Services Provider

                       

     

LIBOR Plus 6.50% (Floor 2.00%), Current Coupon 8.50%, Secured Debt (Maturity—May 31, 2018)(9)

    1,575     1,569     1,569  

     

13% Secured Debt (Maturity—May 31, 2018)

    22,500     15,515     15,515  

     

Warrants (5,516,667 equivalent shares)

          8,000     4,160  

                  25,084     21,244  

                           

Indianapolis Aviation Partners, LLC

 

Fixed Base Operator

                       

     

15% Secured Debt (Maturity—January 15, 2015)

    3,100     3,100     3,100  

     

Warrants (1,046 equivalent units)

          1,129     2,540  

                  4,229     5,640  

                           

Jensen Jewelers of Idaho, LLC

 

Retail Jewelry Store

                       

     

Prime Plus 6.75% (Floor 3.25%), Current Coupon 10.00%, Secured Debt (Maturity—November 14, 2016)(9)

    3,655     3,618     3,655  

     

Member Units (627 units)(8)

          811     3,580  

                  4,429     7,235  

                           

Lighting Unlimited, LLC

 

Commercial and Residential Lighting Products and Design Services

                       

     

8% Secured Debt (Maturity—August 22, 2015)

    1,550     1,550     1,550  

     

Preferred Equity (non-voting)

          439     439  

     

Warrants (71 equivalent units)

          54     40  

     

Member Units (700 units)(8)

          100     360  

                  2,143     2,389  

                           

Marine Shelters Holdings, LLC (LoneStar Marine Shelters)

 

Fabricator of Marine and Industrial Shelters

                       

     

12% Secured Debt (Maturity—December 28, 2017)

    10,250     10,112     10,112  

     

Preferred Member Units (2,669 units)

          3,750     3,750  

                  13,862     13,862  

                           

Mid-Columbia Lumber Products, LLC

 

Manufacturer of Finger-Jointed Lumber Products

                       

     

10% Secured Debt (Maturity—December 18, 2017)

    1,750     1,750     1,750  

     

12% Secured Debt (Maturity—December 18, 2017)

    3,900     3,900     3,900  

     

Member Units (2,829 units)(8)

          1,244     10,180  

     

9.5% Secured Debt (Mid—Columbia Real Estate, LLC) (Maturity—May 13, 2025)

    927     927     927  

     

Member Units (Mid—Columbia Real Estate, LLC) (250 units)(8)

          250     550  

                  8,071     17,307  

                           

F-36


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

MSC Adviser I, LLC(16)

 

Third Party Investment Advisory Services

                       

     

Member Units (Fully diluted 100.0%)(8)

              15,580  

                           

Mystic Logistics, Inc

 

Logistics and Distribution Services Provider for Large Volume Mailers

                       

     

12% Secured Debt (Maturity—August 15, 2019)

    10,000     9,790     9,790  

     

Common Stock (5,873 shares)

          2,720     2,720  

                  12,510     12,510  

                           

NAPCO Precast, LLC

 

Precast Concrete Manufacturing

                       

     

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—September 1, 2015)(9)

    625     615     625  

     

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—February 1, 2016)(9)

    2,923     2,915     2,923  

     

18% Secured Debt (Maturity—February 1, 2016)

    4,468     4,440     4,468  

     

Member Units (2,955 units)(8)

          2,975     7,560  

                  10,945     15,576  

                           

NRI Clinical Research, LLC

 

Clinical Research Service Provider

                       

     

14% Secured Debt (Maturity—September 8, 2016)

    4,889     4,779     4,779  

     

Warrants (251,723 equivalent units)

          252     160  

     

Member Units (671,233 units)

          671     722  

                  5,702     5,661  

                           

NRP Jones, LLC

 

Manufacturer of Hoses, Fittings and Assemblies

                       

     

12% Secured Debt (Maturity—December 22, 2016)

    12,100     11,590     11,590  

     

Warrants (14,331 equivalent units)

          817     970  

     

Member Units (50,877 units)(8)

          2,900     3,190  

                  15,307     15,750  

                           

OMi Holdings, Inc.

 

Manufacturer of Overhead Cranes

                       

     

Common Stock (1,500 shares)(8)

          1,080     13,420  

Pegasus Research Group, LLC (Televerde)

 

Provider of Telemarketing and Data Services

                       

     

Member Units (460 units)(8)

          1,290     5,860  

                           

PPL RVs, Inc.

 

Recreational Vehicle Dealer

                       

     

11.1% Secured Debt (Maturity—June 10, 2015)

    7,860     7,848     7,860  

     

Common Stock (1,961 shares)

          2,150     8,160  

                  9,998     16,020  

                           

F-37


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Principle Environmental, LLC

 

Noise Abatement Service Provider

                       

     

12% Secured Debt (Maturity—April 30, 2017)

    4,060     3,813     4,060  

     

12% Current / 2% PIK Secured Debt (Maturity—April 30, 2017)

    3,244     3,227     3,244  

     

Preferred Member Units (19,631 units)

          4,663     11,830  

     

Warrants (1,036 equivalent units)

          1,200     720  

                  12,903     19,854  

                           

River Aggregates, LLC

 

Processor of Construction Aggregates

                       

     

Zero Coupon Secured Debt (Maturity—June 30, 2018)

    750     468     468  

     

12% Secured Debt (Maturity—June 30, 2018)

    500     500     500  

     

Member Units (1,150 units)(8)

          1,150     2,570  

     

Member Units (RA Properties, LLC) (1,500 units)

          369     369  

                  2,487     3,907  

                           

SoftTouch Medical Holdings LLC

 

Home Provider of Pediatric Durable Medical Equipment

                       

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—October 31, 2019)(9)

    8,500     8,417     8,417  

     

Member Units (4,526 units)

          5,015     5,015  

                  13,432     13,432  

                           

Southern RV, LLC

 

Recreational Vehicle Dealer

                       

     

13% Secured Debt (Maturity—August 8, 2018)

    11,400     11,266     11,400  

     

Member Units (1,680 units)(8)

          1,680     4,920  

     

13% Secured Debt (Southern RV Real Estate, LLC) (Maturity—August 8, 2018)

    3,250     3,212     3,250  

     

Member Units (Southern RV Real Estate, LLC) (480 units)

          480     470  

                  16,638     20,040  

                           

The MPI Group, LLC

 

Manufacturer of Custom Hollow Metal Doors, Frames and Accessories

                       

     

9% Secured Debt (Maturity—October 8, 2018)

    2,724     2,724     2,724  

     

Series A Preferred Units (2,500 units; 10% Cumulative)

          2,500     980  

     

Warrants (1,424 equivalent units)

          1,096      

     

Member Units (MPI Real Estate Holdings, LLC) (100% Fully diluted)(8)

          2,300     2,300  

                  8,620     6,004  

                           

F-38


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Travis Acquisition LLC

 

Manufacturer of Aluminum Trailers

                       

     

12% Secured Debt (Maturity—August 30, 2018)

    4,693     4,617     4,693  

     

Member Units (7,282 units)

          7,100     13,650  

                  11,717     18,343  

                           

Uvalco Supply, LLC

 

Farm and Ranch Supply Store

                       

     

9% Secured Debt (Maturity—January 1, 2019)

    1,802     1,802     1,802  

     

Member Units (1,006 units)(8)

          1,113     3,500  

                  2,915     5,302  

                           

Vision Interests, Inc.

 

Manufacturer / Installer of Commercial Signage

                       

     

13% Secured Debt (Maturity—December 23, 2016)

    3,204     3,169     3,154  

     

Series A Preferred Stock (3,000,000 shares)

          3,000     3,250  

     

Common Stock (1,126,242 shares)

          3,706     100  

                  9,875     6,504  

                           

Ziegler's NYPD, LLC

 

Casual Restaurant Group

                       

     

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—October 1, 2018)(9)

    1,500     1,491     1,491  

     

9% Current / 9% PIK Secured Debt (Maturity—October 1, 2018)

    5,509     5,509     4,880  

     

Warrants (587 equivalent units)

          600      

                  7,600     6,371  

Subtotal Control Investments (29.9% of total investments at fair value)

    342,847     469,846  

F-39


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Affiliate Investments(6)

 

 

 

 

                   

                           

AFG Capital Group, LLC

 

Provider of Rent-to-Own Financing Solutions and Services

                       

     

11% Secured Debt (Maturity—November 7, 2019)

    6,800     6,465     6,465  

     

Warrants (42 equivalent units)

          259     259  

     

Member Units (186 units)

          1,200     1,200  

                  7,924     7,924  

                           

Boss Industries, LLC

 

Manufacturer and Distributor of Air Compressors, Auxiliary Power Units, Gas Booster Systems and Vapor Recovery Systems

                       

     

Preferred Member Units (2,242 units)

          2,000     2,000  

                           

Bridge Capital Solutions Corporation

 

Financial Services and Cash Flow Solutions Provider

                       

     

13% Secured Debt (Maturity—April 18, 2017)

    6,000     5,837     5,837  

     

Warrants (19 equivalent shares)

          200     710  

                  6,037     6,547  

                           

Brightwood Capital Fund III, LP(12)(13)

 

Investment Partnership

                       

     

LP Interests (Brightwood Capital Fund III, LP) (Fully diluted 9.1%)(8)

          8,448     8,448  

                           

CAI Software LLC

 

Provider of Specialized Enterprise Resource Planning Software

                       

     

12% Secured Debt (Maturity—October 10, 2019)

    5,400     5,348     5,348  

     

Member Units (65,356 units)

          654     654  

                  6,002     6,002  

                           

Condit Exhibits, LLC

 

Tradeshow Exhibits / Custom Displays Provider

                       

     

Member Units (3,936 units)(8)

          100     610  

                           

Congruent Credit Opportunities Funds(12)(13)

 

Investment Partnership

                       

     

LP Interests (Congruent Credit Opportunities Fund II, LP) (Fully diluted 19.8%)(8)

          18,575     18,378  

     

LP Interests (Congruent Credit Opportunities Fund III, LP) (Fully diluted 17.4%)(8)

          7,734     7,734  

                  26,309     26,112  

                           

F-40


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Daseke, Inc.

 

Specialty Transportation Provider

                       

     

12% Current / 2.5% PIK Secured Debt (Maturity—July 31, 2018)

    20,723     20,403     20,723  

     

Common Stock (19,467 shares)

          5,213     13,780  

                  25,616     34,503  

                           

Dos Rios Partners(12)(13)

 

Investment Partnership

                       

     

LP Interests (Dos Rios Partners, LP) (Fully diluted 20.2%)(8)

          2,325     2,325  

     

LP Interests (Dos Rios Partners—A, LP) (Fully diluted 6.4%)(8)

          738     738  

                  3,063     3,063  

                           

East Teak Fine Hardwoods, Inc.

 

Distributor of Hardwood Products

                       

     

Common Stock (5,000 shares)(8)

          480     860  

                           

East West Copolymer & Rubber, LLC

 

Manufacturer of Synthetic Rubbers

                       

     

12% Secured Debt (Maturity—October 17, 2019)

    9,600     9,436     9,436  

     

Warrants (1,823,278 equivalent units)

          50     50  

                  9,486     9,486  

                           

Freeport Financial SBIC Fund LP(12)(13)

 

Investment Partnership

                       

     

LP Interests (Fully diluted 9.9%)(8)

          4,677     4,677  

                           

Gault Financial, LLC (RMB Capital, LLC)

 

Purchases and Manages Liquidation of Distressed Assets

                       

     

10% Secured Debt (Maturity—November 21, 2016)

    13,046     12,749     10,782  

     

Warrants (29,025 equivalent units)

          400      

                  13,149     10,782  

                           

Glowpoint, Inc.

 

Provider of Cloud Managed Video Collaboration Services

                       

     

8% Secured Debt (Maturity—October 18, 2018)

    400     396     396  

     

12% Secured Debt (Maturity—October 18, 2018)

    9,000     8,909     8,909  

     

Common Stock (7,711,517 shares)

          3,958     8,480  

                  13,263     17,785  

                           

Guerdon Modular Holdings, Inc.

 

Multi-Family and Commercial Modular Construction Company

                       

     

11% Secured Debt (Maturity—August 13, 2019)

    11,200     11,044     11,044  

     

Common Stock (213,221 shares)

          2,400     2,400  

                  13,444     13,444  

                           

F-41


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Houston Plating and Coatings, LLC

 

Provider of Plating and Industrial Coating Services

                       

     

Member Units (248,082 units)(8)

          996     11,470  

                           

Indianhead Pipeline Services, LLC

 

Provider of Pipeline Support Services

                       

     

12% Secured Debt (Maturity—February 6, 2017)

    6,900     6,625     6,625  

     

Preferred Member Units (28,905 units; 8% cumulative)(8)

          1,960     1,960  

     

Warrants (38,193 equivalent units)

          459      

     

Member Units (14,732 units)

          1      

                  9,045     8,585  

                           

irth Solutions, LLC

 

Provider of Damage Prevention Information Technology Services

                       

     

Member Units (128 units)(8)

          624     3,960  

                           

KBK Industries, LLC

 

Specialty Manufacturer of Oilfield and Industrial Products

                       

     

12.5% Secured Debt (Maturity—September 28, 2017)

    8,250     8,198     8,250  

     

Member Units (250 units)(8)

          341     6,120  

                  8,539     14,370  

                           

L.F. Manufacturing Holdings, LLC(10)

 

Manufacturer of Fiberglass Products

                       

     

Member Units (2,000,000 units)(8)

          2,019     2,374  

                           

MPS Denver, LLC

 

Specialty Card Printing

                       

     

Member Units (13,800 units)

          1,130     1,130  

                           

OnAsset Intelligence, Inc.

 

Provider of Transportation Monitoring / Tracking Products and Services

                       

     

12% PIK Secured Debt (Maturity—March 31, 2015)

    3,553     3,553     3,553  

     

Preferred Stock (912 shares;
7% cumulative)(8)

          1,947     2,700  

     

Warrants (5,333 equivalent shares)

          1,919      

                  7,419     6,253  

                           

OPI International Ltd.(13)

 

Provider of Man Camp and Industrial Storage Services

                       

     

Common Stock (20,766,317 shares)

          1,371     4,971  

                           

PCI Holding Company, Inc.

 

Manufacturer of Industrial Gas Generating Systems

                       

     

Preferred Stock (1,500,000 shares; 20% cumulative)(8)

          2,259     4,430  

                           

F-42


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Quality Lease and Rental Holdings, LLC

 

Provider of Rigsite Accommodation Unit Rentals and Related Services

                       

     

8% Secured Debt (Maturity—October 1, 2014)(14)(18)

    157     157     157  

     

12% Secured Debt (Maturity—January 8, 2018)(14)(18)

    36,577     36,073     11,500  

     

Preferred Member Units (Rocaciea, LLC) (250 units)

          2,500      

                  38,730     11,657  

                           

Radial Drilling Services Inc.

 

Oil and Gas Technology Provider

                       

     

12% Secured Debt (Maturity—November 22, 2016)

    4,200     3,792     3,792  

     

Warrants (316 equivalent shares)

          758      

                  4,550     3,792  

                           

Samba Holdings, Inc.

 

Provider of Intelligent Driver Record Monitoring Software and Services

                       

     

12.5% Secured Debt (Maturity—November 17, 2016)

    26,418     26,188     26,418  

     

Common Stock (170,963 shares)

          2,087     6,030  

                  28,275     32,448  

                           

SYNEO, LLC

 

Manufacturer of Automation Machines, Specialty Cutting Tools and Punches

                       

     

12% Secured Debt (Maturity—July 13, 2016)

    2,700     2,674     2,674  

     

Member Units (1,177 units)(8)

          1,097     801  

     

10% Secured Debt (Leadrock Properties, LLC) (Maturity—May 4, 2026)

    1,440     1,415     1,415  

                  5,186     4,890  

                           

Tin Roof Acquisition Company

 

Casual Restaurant Group

                       

     

12% Secured Debt (Maturity—November 30, 2018)

    14,100     13,861     13,861  

     

Class C Preferred Stock (Fully diluted 10.0%; 10% cumulative)(8)

          2,241     2,241  

                  16,102     16,102  

Subtotal Affiliate Investments (17.7% of total investments at fair value)

    266,243     278,675  

F-43


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Non-Control/Non-Affiliate Investments(7)

             

                           

Accuvant Finance, LLC(11)

 

Cyber Security Value Added Reseller

                       

     

LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.75%, Secured Debt (Maturity—October 22, 2020)(9)

    5,597     5,546     5,583  

                           

Allflex Holdings III Inc.(11)

 

Manufacturer of Livestock Identification Products

                       

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—July 19, 2021)(9)

    6,000     5,937     5,888  

                           

AM General LLC(11)

 

Specialty Vehicle Manufacturer

                       

     

LIBOR Plus 9.00% (Floor 1.25%), Current Coupon 10.25%, Secured Debt (Maturity—March 22, 2018)(9)

    2,550     2,496     2,282  

                           

AM3 Pinnacle Corporation(10)

 

Provider of Comprehensive Internet, TV and Voice Services for Multi-Dwelling Unit Properties

                       

     

10% Secured Debt (Maturity—October 22, 2018)

    21,002     20,863     20,863  

     

Common Stock (60,240 shares)

          2,000     1,840  

                  22,863     22,703  

                           

AmeriTech College, LLC

 

For-Profit Nursing and Healthcare College

                       

     

10% Secured Debt (Maturity—November 30, 2019)

    979     979     979  

     

10% Secured Debt (Maturity—January 31, 2020)

    6,050     6,050     6,050  

                  7,029     7,029  

                           

AMF Bowling Centers, Inc.(11)

 

Bowling Alley Operator

                       

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—September 18, 2021)(9)

    4,988     4,915     4,913  

                           

Anchor Hocking, LLC(11)

 

Household Products Manufacturer

                       

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75% / 1.75% PIK, Current Coupon Plus PIK 9.50%, Secured Debt (Maturity—May 21, 2020)(9)

    10,916     10,842     6,559  

                           

F-44


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

AP Gaming I, LLC(10)

 

Developer, Manufacturer, and Operator of Gaming Machines

                       

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—December 20, 2020)(9)

    6,930     6,744     6,930  

                           

Applied Products, Inc.(10)

 

Adhesives Distributor

                       

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—September 30, 2019)(9)

    6,236     6,170     6,170  

                           

Aptean, Inc.(11)

 

Enterprise Application Software Provider

                       

     

LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.25%, Secured Debt (Maturity—February 26, 2020)(9)

    7,667     7,642     7,450  

                           

Artel, LLC(11)

 

Land-Based and Commercial Satellite Provider

                       

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—November 27, 2017)(9)

    4,594     4,549     4,548  

                           

ATS Workholding, Inc.(10)

 

Manufacturer of Machine Cutting Tools and Accessories

                       

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—March 10, 2019)(9)

    6,558     6,506     6,506  

                           

Beers Enterprises, Inc.(10)

 

Provider of Broadcast Video Transport Services

                       

     

Prime Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—March 19, 2019)(9)

    6,263     6,210     6,210  

                           

Bioventus LLC(10)

 

Production of Orthopedic Healing Products

                       

     

LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, Secured Debt (Maturity—April 10, 2020)(9)

    5,000     4,903     4,987  

                           

Blackbrush Oil and Gas LP(11)

 

Oil & Gas Exploration

                       

     

LIBOR Plus 6.50%, (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—July 30, 2021)(9)

    4,000     3,971     3,320  

                           

Blackhawk Specialty Tools LLC(11)

 

Oilfield Equipment & Services

                       

     

LIBOR Plus 5.25% (Floor 1.25%), Current Coupon 6.50%, Secured Debt (Maturity—August 1, 2019)(9)

    6,224     6,189     6,131  

                           

F-45


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Blue Bird Body Company(11)

 

School Bus Manufacturer

                       

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—June 26, 2020)(9)

    11,500     11,339     11,443  

                           

Bluestem Brands, Inc.(11)

 

Multi-Channel Retailer of General Merchandise

                       

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—November 6, 2020)(9)

    7,500     7,213     7,237  

                           

Brainworks Software, LLC(10)

 

Advertising Sales and Production and Newspaper Circulation Software

                       

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—July 22, 2019)(9)

    6,263     6,182     6,182  

                           

Brasa Holdings Inc.(11)

 

Upscale Full Service Restaurants

                       

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00%, Secured Debt (Maturity—January 20, 2020)(9)

    2,143     2,128     2,121  

                           

Brundage-Bone Concrete Pumping, Inc.(11)

 

Construction Services Provider

                       

     

10.375% Secured Debt (Maturity—September 1, 2021)

    2,500     2,500     2,556  

                           

Calloway Laboratories, Inc.(10)

 

Health Care Testing Facilities

                       

     

12% PIK Secured Debt (Maturity—September 30, 2015)(14)

    7,225     7,176     2,878  

     

Warrants (125,000 equivalent shares)

          17      

                  7,193     2,878  

                           

Cedar Bay Generation Company LP(11)

 

Coal-Fired Cogeneration Plant

                       

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—April 23, 2020)(9)

    2,476     2,457     2,458  

                           

Cengage Learning Acquisitions, Inc.(11)

 

Provider of Educational Print and Digital Services

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—March 31, 2020)(9)

    4,000     3,990     3,975  

                           

CGSC of Delaware Holdings Corp.(11)(13)

 

Insurance Brokerage Firm

                       

     

LIBOR Plus 7.00% (Floor 1.25%), Current Coupon 8.25%, Secured Debt (Maturity—October 16, 2020)(9)

    2,000     1,975     1,780  

                           

F-46


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Charlotte Russe, Inc(11)

 

Fast-Fashion Retailer to Young Women

                       

     

LIBOR Plus 5.50% (Floor 1.25%), Current Coupon 6.75%, Secured Debt (Maturity—May 22, 2019)(9)

    4,938     4,900     4,822  

                           

CHI Overhead Doors, Inc.(11)

 

Manufacturer of Overhead Garage Doors

                       

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00%, Secured Debt (Maturity—September 18, 2019)(9)

    2,500     2,467     2,475  

                           

Clarius ASIG, LLC(10)

 

Prints & Advertising Film Financing

                       

     

12% PIK Secured Debt (Maturity—September 14, 2014)(17)

    2,723     2,663     2,723  

                           

Clarius BIGS, LLC(10)

 

Prints & Advertising Film Financing

                       

     

12% PIK Secured Debt (Maturity—January 5, 2015)(14)

    4,400     4,285     1,848  

                           

Compact Power Equipment, Inc.

 

Equipment / Tool Rental

                       

     

12% Secured Debt (Maturity—October 1, 2017)

    4,100     4,085     4,100  

     

Series A Preferred Stock (4,298,435 shares; 8% cumulative)(8)

          1,079     2,401  

                  5,164     6,501  

                           

Covenant Surgical Partners, Inc.(11)

 

Ambulatory Surgical Centers

                       

     

8.75% Secured Debt (Maturity—August 1, 2019)

    2,000     2,000     2,020  

                           

CRGT Inc.(11)

 

Provider of Custom Software Development

                       

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—December 19, 2020)(9)

    10,000     9,800     9,850  

                           

CST Industries Inc.(11)

 

Storage Tank Manufacturer

                       

     

LIBOR Plus 6.25% (Floor 1.50%), Current Coupon 7.75%, Secured Debt (Maturity—May 22, 2017)(9)

    7,109     7,050     7,037  

                           

Darr Equipment LP(10)

 

Heavy Equipment Dealer

                       

     

11.75% Current / 2% PIK Secured Debt (Maturity—April 15, 2020)

    20,291     19,676     19,676  

     

Warrants (915,734 equivalent units)

          474     474  

                  20,150     20,150  

                           

Digity Media LLC(11)

 

Radio Station Operator

                       

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—February 10, 2019)(9)

    7,406     7,335     7,387  

                           

F-47


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Drilling Info, Inc.

 

Information Services for the Oil and Gas Industry

                       

     

Common Stock (3,788,865 shares)

          1,335     9,920  

                           

ECP-PF Holdings Group, Inc.(10)

 

Fitness Club Operator

                       

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—November 26, 2019)(9)

    5,625     5,570     5,570  

                           

EnCap Energy Fund Investments(12)(13)

 

Investment Partnership

                       

     

LP Interests (EnCap Energy Capital Fund VIII, L.P.) (Fully diluted 0.1%)(8)

          3,430     3,240  

     

LP Interests (EnCap Energy Capital Fund VIII Co-Investors, L.P.) (Fully diluted 0.4%)(8)

          1,561     1,325  

     

LP Interests (EnCap Energy Capital Fund IX, L.P.) (Fully diluted 0.1%)(8)

          1,654     1,477  

     

LP Interests (EnCap Flatrock Midstream Fund II, L.P.) (Fully diluted 1.0%)(8)

          4,586     4,567  

     

LP Interests (EnCap Flatrock Midstream Fund III, L.P.) (Fully diluted 0.8%)

          184     184  

                  11,415     10,793  

                           

Energy and Exploration Partners, LLC(11)

 

Oil & Gas Exploration & Production

                       

     

LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (Maturity—January 22, 2019)(9)

    9,461     9,054     6,788  

                           

e-Rewards, Inc.(11)

 

Provider of Digital Data Collection

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—October 29, 2018)(9)

    12,687     12,518     12,560  

                           

Evergreen Skills Lux S.á r.l. (d/b/a Skillsoft)(11)

 

Technology-based Performance Support Solutions

                       

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—April 28, 2022)(9)

    3,000     2,979     2,845  

                           

FC Operating, LLC(10)

 

Christian Specialty Retail Stores

                       

     

LIBOR Plus 10.75% (Floor 1.25%), Current Coupon 12.00%, Secured Debt (Maturity—November 14, 2017)(9)

    5,400     5,330     4,132  

F-48


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

FishNet Security, Inc.(11)

 

Information Technology Value-Added Reseller

                       

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—November 30, 2017)(9)

    7,840     7,791     7,840  

                           

Flavors Holdings Inc.(11)

 

Global Provider of Flavoring and Sweetening Products and Solutions

                       

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (Maturity—April 30, 2020)(9)

    4,938     4,746     4,728  

                           

Fram Group Holdings, Inc.(11)

 

Manufacturer of Automotive Maintenance Products

                       

     

LIBOR Plus 5.00% (Floor 1.50%), Current Coupon 6.50%, Secured Debt (Maturity—July 29, 2017)(9)

    5,935     5,928     5,907  

     

LIBOR Plus 9.00% (Floor 1.50%), Current Coupon 10.50%, Secured Debt (Maturity—January 29, 2018)(9)

    700     698     684  

                  6,626     6,591  

                           

GI KBS Merger Sub LLC(11)

 

Outsourced Janitorial Services to Retail/Grocery Customers

                       

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—April 29, 2022)(9)

    800     784     796  

                           

Grace Hill, LLC(10)

 

Online Training Tools for the Multi-Family Housing Industry

                       

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—August 15, 2019)(9)

    9,546     9,436     9,436  

                           

Grupo Hima San Pablo, Inc.(11)

 

Tertiary Care Hospitals

                       

     

LIBOR Plus 7.00% (Floor 1.50%), Current Coupon 8.50%, Secured Debt (Maturity—January 31, 2018)(9)

    4,913     4,846     4,775  

     

13.75% Secured Debt (Maturity—July 31, 2018)

    2,000     1,925     1,920  

                  6,771     6,695  

                           

GST Autoleather, Inc.(11)

 

Automotive Leather Manufacturer

                       

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—July 10, 2020)(9)

    9,975     9,882     9,825  

                           

Guitar Center, Inc.(11)

 

Musical Instruments Retailer

                       

     

6.5% Secured Debt (Maturity—April 15, 2019)

    7,000     6,817     6,020  

                           

F-49


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Halcon Resources Corporation(11)(13)

 

Oil & Gas Exploration & Production

                       

     

9.75% Unsecured Debt (Maturity—July 15, 2020)

    6,925     6,335     5,194  

                           

Hostway Corporation(11)

 

Managed Services and Hosting Provider

                       

     

LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity—December 13, 2019)(9)

    9,750     9,671     9,652  

     

LIBOR Plus 8.75% (Floor 1.25%), Current Coupon 10.00%, Secured Debt (Maturity—December 11, 2020)(9)

    5,000     4,917     4,950  

                  14,588     14,602  

                           

Hunter Defense Technologies, Inc.(11)

 

Provider of Military and Commercial Shelters and Systems

                       

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—August 5, 2019)(9)

    9,875     9,783     9,752  

                           

ICON Health & Fitness, Inc.(11)

 

Producer of Fitness Products

                       

     

11.875% Secured Debt (Maturity—October 15, 2016)

    4,385     4,323     4,122  

                           

iEnergizer Limited(11)(13)

 

Provider of Business Outsourcing Solutions

                       

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—May 1, 2019)(9)

    10,029     9,905     9,277  

                           

Infinity Acquisition Finance Corp.(11)

 

Application Software for Capital Markets

                       

     

7.25% Unsecured Debt (Maturity—August 1, 2022)

    4,000     4,000     3,620  

                           

Inn of the Mountain Gods Resort and Casino(11)

 

Hotel & Casino Owner & Operator

                       

     

9.25% Secured Debt (Maturity—November 30, 2020)

    3,851     3,687     3,697  

                           

iQor US Inc.(11)

 

Business Process Outsourcing Services Provider

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—April 1, 2021)(9)

    9,987     9,789     9,288  

                           

Jackson Hewitt Tax Service Inc.(11)

 

Tax Preparation Service Provider

                       

     

LIBOR Plus 8.50% (Floor 1.50%), Current Coupon 10.00%, Secured Debt (Maturity—October 16, 2017)(9)

    4,509     4,396     4,509  

                           

F-50


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Joerns Healthcare, LLC(11)

 

Manufacturer and Distributor of Health Care Equipment & Supplies

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—May 9, 2020)(9)

    9,950     9,853     9,838  

                           

John Deere Landscapes LLC(10)

 

Distributor of Landscaping Supplies

                       

     

LIBOR Plus 4.00% (Floor 1.00%), Current Coupon 5.00%, Secured Debt (Maturity—December 23, 2019)(9)

    8,573     8,193     8,193  

                           

Keypoint Government Solutions, Inc.(11)

 

Provider of Pre-Employment Screening Services

                       

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity—November 13, 2017)(9)

    4,726     4,668     4,702  

                           

Lansing Trade Group LLC(11)

 

Commodity Merchandiser

                       

     

9.25% Unsecured Debt (Maturity—February 15, 2019)

    6,000     6,000     5,610  

                           

Larchmont Resources, LLC(11)

 

Oil & Gas Exploration & Production

                       

     

LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity—August 7, 2019)(9)

    6,895     6,842     6,636  

                           

LKCM Distribution Holdings, L.P.

 

Distributor of Industrial Process Equipment

                       

     

12% Current / 2.5% PIK Secured Debt (Maturity—December 23, 2018)

    16,417     16,278     16,417  

                           

LKCM Headwater Investments I, L.P.(12)(13)

 

Investment Partnership

                       

     

LP Interests (Fully diluted 2.3%)(8)

          2,250     5,764  

                           

MAH Merger Corporation(11)

 

Sports-Themed Casual Dining Chain

                       

     

LIBOR Plus 4.50% (Floor 1.25%), Current Coupon 5.75%, Secured Debt (Maturity—July 19, 2019)(9)

    7,258     7,198     7,276  

                           

MediMedia USA, Inc.(11)

 

Provider of Healthcare Media and Marketing

                       

     

LIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.00%, Secured Debt (Maturity—November 20, 2018)(9)

    5,411     5,292     5,289  

                           

F-51


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Messenger, LLC(10)

 

Supplier of Specialty Stationary and Related Products to the Funeral Industry

                       

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—December 5, 2019)(9)

    13,639     13,518     13,518  

                           

Milk Specialties Company(11)

 

Processor of Nutrition Products

                       

     

LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity—November 9, 2018)(9)

    7,847     7,806     7,670  

                           

Minute Key, Inc.

 

Operator of Automated Key Duplication Kiosks

                       

     

10% Current / 2% PIK Secured Debt (Maturity—September 19, 2019)

    4,023     3,985     3,985  

                           

Miramax Film NY, LLC(11)

 

Motion Picture Producer and Distributor

                       

     

Class B Units (12% cumulative)(8)

          792     792  

                           

Modern VideoFilm, Inc.(10)

 

Post-Production Film Studio

                       

     

LIBOR Plus 3.50% (Floor 1.50%), Current Coupon 5.00% / 8.50% PIK, Current Coupon Plus PIK 13.50%, Secured Debt (Maturity—September 25, 2017)(9)(14)

    6,302     6,119     1,954  

     

Warrants (1,375 equivalent shares)

          151     1  

                  6,270     1,955  

                           

Mood Media Corporation(11)(13)

 

Provider of Electronic Equipment

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—May 1, 2019)(9)

    12,193     12,053     11,964  

                           

MP Assets Corporation(11)

 

Manufacturer of Battery Components

                       

     

LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity—December 19, 2019)(9)

    4,416     4,378     4,394  

                           

New Media Holdings II LLC(11)(13)

 

Local Newspaper Operator

                       

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—June 4, 2020)(9)

    14,925     14,649     14,776  

                           

Nice-Pak Products, Inc.(11)

 

Pre-Moistened Wipes Manufacturer

                       

     

LIBOR Plus 6.00% (Floor 1.50%), Current Coupon 7.50%, Secured Debt (Maturity—June 18, 2015)(9)

    12,541     12,518     12,478  

                           

F-52


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

North Atlantic Trading Company, Inc.(11)

 

Marketer/Distributor of Tobacco Products

                       

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity—January 13, 2020)(9)

    7,426     7,361     7,305  

                           

Novitex Intermediate, LLC(11)

 

Provider of Document Management Services

                       

     

LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity—July 7, 2020)(9)

    5,985     5,929     5,746  

                           

Ospemifene Royalty Sub LLC (QuatRx)(10)

 

Estrogen-Deficiency Drug Manufacturer and Distributor

                       

     

11.5% Secured Debt (Maturity—November 15, 2026)

    5,205     5,205     5,205  

                           

Panolam Industries International, Inc.(11)

 

Decorative Laminate Manufacturer

                       

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity—August 23, 2017)(9)

    6,994     6,949     6,889  

                           

Parq Holdings Limited Partnership(11)(13)

 

Hotel & Casino Operator

                       

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—December 17, 2020)(9)

    6,226     6,078     6,108  

                           

Permian Holdings, Inc.(11)

 

Storage Tank Manufacturer

                       

     

10.5% Secured Debt (Maturity—January 15, 2018)

    2,755     2,728     2,066  

                           

Pernix Therapeutics Holdings, Inc.(10)(13)

 

Pharmaceutical Royalty—Anti-Migraine

                       

     

12% Secured Debt (Maturity—August 1, 2020)

    4,000     4,000     4,000  

                           

PeroxyChem LLC(11)

 

Chemical Manufacturer

                       

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—February 28, 2020)(9)

    8,933     8,774     8,843  

                           

Philadelphia Energy Solutions Refining and Marketing LLC(11)

 

Oil & Gas Refiner

                       

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—April 4, 2018)(9)

    2,948     2,917     2,785  

                           

F-53


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Pike Corporation(11)

 

Construction and Maintenance Services for Electric Transmission and Distribution Infrastructure

                       

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—June 22, 2022)(9)

    15,000     14,628     14,825  

                           

Polyconcept Financial B.V.(11)

 

Promotional Products to Corporations and Consumers

                       

     

LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity—June 28, 2019)(9)

    4,325     4,311     4,309  

                           

Primesight Limited(10)(13)

 

Outdoor Advertising Operator

                       

     

10% Secured Debt (Maturity—October 22, 2016)

    8,869     8,806     8,284  

                           

Printpack Holdings, Inc.(11)

 

Manufacturer of Flexible and Rigid Packaging

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—May 29, 2020)(9)

    5,468     5,417     5,450  

                           

PT Network, LLC(10)

 

Provider of Outpatient Physical Therapy and Sports Medicine Services

                       

     

LIBOR Plus 7.00% (Floor 1.50%), Current Coupon 8.50%, Secured Debt (Maturity—November 1, 2018)(9)

    11,946     11,828     11,828  

                           

QBS Parent, Inc.(11)

 

Provider of Software and Services to the Oil & Gas Industry

                       

     

LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.75%, Secured Debt (Maturity—August 7, 2021)(9)

    10,000     9,905     9,825  

                           

RCHP, Inc.(11)

 

Regional Non-Urban Hospital Owner/Operator

                       

     

LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (Maturity—October 23, 2019)(9)

    4,000     3,945     3,990  

                           

Recorded Books Inc.(11)

 

Audiobook and Digital Content Publisher

                       

     

LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.25%, Secured Debt (Maturity—January 31, 2020)(9)

    12,031     11,925     11,941  

                           

F-54


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Relativity Media, LLC(10)

 

Full-Scale Film and Television Production and Distribution

                       

     

10% Secured Debt (Maturity—May 30, 2015)

    5,787     5,772     5,801  

     

15% PIK Secured Debt (Maturity—May 30, 2015)

    7,410     7,347     7,558  

     

Class A Units (260,194 units)

          292     1,086  

                  13,411     14,445  

                           

Renaissance Learning, Inc.(11)

 

Technology-based K-12 Learning Solutions

                       

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—April 11, 2022)(9)

    3,000     2,972     2,880  

                           

RGL Reservoir Operations Inc.(11)(13)

 

Oil & Gas Equipment and Services

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—August 13, 2021)(9)

    3,990     3,876     3,219  

                           

RLJ Entertainment, Inc.(10)

 

Movie and TV Programming Licensee and Distributor

                       

     

LIBOR Plus 8.75% (Floor 0.25%), Current Coupon 9.00%, Secured Debt (Maturity—September 11, 2019)(9)

    11,399     11,318     11,318  

                           

SAExploration, Inc.(10)(13)

 

Geophysical Services Provider

                       

     

Common Stock (6,472 shares)(8)

          65     27  

                           

Sage Automotive Interiors, Inc(11)

 

Automotive Textiles Manufacturer

                       

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.00%, Secured Debt (Maturity—October 8, 2021)(9)

    3,000     2,971     2,985  

                           

Sagittarius Restaurants LLC (d/b/a Del Taco)(11)

 

Mexican/American QSR Restaurant Chain

                       

     

LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity—October 1, 2018)(9)

    4,591     4,572     4,562  

                           

SCE Partners, LLC(10)

 

Hotel & Casino Operator

                       

     

LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity—August 14, 2019)(9)

    7,481     7,421     7,519  

                           

Sotera Defense Solutions, Inc.(11)

 

Defense Industry Intelligence Services

                       

     

LIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.00%, Secured Debt (Maturity—April 21, 2017)(9)

    10,984     10,564     10,160  

                           

F-55


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Symphony Teleca Services, Inc.(11)

 

Outsourced Product Development

                       

     

LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.75%, Secured Debt (Maturity—August 7, 2019)(9)

    14,000     13,870     13,930  

                           

Synagro Infrastructure Company, Inc(11)

 

Waste Management Services

                       

     

LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.25%, Secured Debt (Maturity—August 22, 2020)(9)

    6,913     6,798     6,822  

                           

Targus Group International(11)

 

Distributor of Protective Cases for Mobile Devices

                       

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00% / 1.00% PIK, Current Coupon Plus PIK 12.00%, Secured Debt (Maturity—May 24, 2016)(9)

    4,288     4,299     3,495  

                           

TeleGuam Holdings, LLC(11)

 

Cable and Telecom Services Provider

                       

     

LIBOR Plus 4.00% (Floor 1.25%), Current Coupon 5.25%, Secured Debt (Maturity—December 10, 2018)(9)

    6,830     6,813     6,796  

     

LIBOR Plus 7.50% (Floor 1.25%), Current Coupon 8.75%, Secured Debt (Maturity—June 10, 2019)(9)

    2,500     2,480     2,512  

                  9,293     9,308  

                           

Templar Energy LLC(11)

 

Oil & Gas Exploration & Production

                       

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—November 25, 2020)(9)

    5,000     4,945     3,615  

                           

The Tennis Channel, Inc.(10)

 

Television-Based Sports Broadcasting

                       

     

Warrants (114,316 equivalent shares)

          235     301  

                           

The Topps Company, Inc.(11)

 

Trading Cards & Confectionary

                       

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—October 2, 2018)(9)

    1,980     1,964     1,930  

                           

Therakos, Inc.(11)

 

Immune System Disease Treatment

                       

     

LIBOR Plus 5.75% (Floor 1.25%), Current Coupon 7.00%, Secured Debt (Maturity—December 27, 2017)(9)

    6,278     6,178     6,255  

                           

F-56


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

TOMS Shoes, LLC(11)

 

Global Designer, Distributor, and Retailer of Casual Footwear

                       

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—October 30, 2020)(9)

    5,000     4,511     4,625  

                           

Travel Leaders Group, LLC(11)

 

Travel Agency Network Provider

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—December 5, 2018)(9)

    12,445     12,305     12,445  

                           

UniTek Global Services, Inc.(11)

 

Provider of Outsourced Infrastructure Services

                       

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00% / 4.00% PIK, Current Coupon Plus PIK 15.00%, Secured Debt (Maturity—April 15, 2018)(9)(14)

    10,776     10,173     7,942  

     

5% Current / 2.25% PIK Secured Debt (Maturity—August 13, 2019)(14)

    640     640     640  

     

Warrants (267,302 equivalent shares)

          449      

                  11,262     8,582  

                           

Universal Fiber Systems, LLC(10)

 

Manufacturer of Synthetic Fibers

                       

     

LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.25%, Secured Debt (Maturity—January 31, 2019)(9)

    5,094     5,084     5,082  

                           

Universal Wellhead Services Holdings, LLC(10)

 

Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry

                       

     

Class A Units (4,000,000 units)

          4,000     4,000  

                           

US Joiner Holding Company(11)

 

Marine Interior Design and Installation

                       

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—April 16, 2020)(9)

    7,444     7,410     7,332  

                           

Vantage Oncology, LLC(11)

 

Outpatient Radiation Oncology Treatment Centers

                       

     

9.5% Secured Debt (Maturity—June 5, 2017)

    7,000     7,000     6,790  

                           

F-57


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Virtex Enterprises, LP(10)

 

Specialty, Full-Service Provider of Complex Electronic Manufacturing Services

                       

     

12% Secured Debt (Maturity—December 27, 2018)

    1,667     1,479     1,479  

     

Preferred Class A Units (14 units; 5% cumulative)(8)

          344     344  

     

Warrants (11 equivalent units)

          186     186  

                  2,009     2,009  

                           

Vision Solutions, Inc.(11)

 

Provider of Information Availability Software

                       

     

LIBOR Plus 8.00% (Floor 1.50%), Current Coupon 9.50%, Secured Debt (Maturity—July 23, 2017)(9)

    5,000     4,941     4,872  

                           

Western Dental Services, Inc.(11)

 

Dental Care Services

                       

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—November 1, 2018)(9)

    5,395     5,391     5,153  

                           

Wilton Brands LLC(11)

 

Specialty Housewares Retailer

                       

     

LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity—August 30, 2018)(9)

    1,750     1,727     1,636  

                           

Worley Claims Services, LLC(10)

 

Insurance Adjustment Management and Services Provider

                       

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.00%, Secured Debt (Maturity—October 31, 2020)(9)

    6,500     6,437     6,533  

                           

Zilliant Incorporated

 

Price Optimization and Margin Management Solutions

                       

     

Warrants (952,500 equivalent shares)

          1,071     1,071  

Subtotal Non-Control/Non-Affiliate Investments (51.8% of total investments at fair value)

          832,312     814,809  

Total Portfolio Investments, December 31, 2014

          1,441,402     1,563,330  

F-58


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Marketable Securities and Idle Funds Investments

                   

                           

Solar Senior Capital Ltd.(13)(15)

 

Business Development Company

                       

     

Common Stock (39,000 shares)(8)

          742     584  

                           

Other Marketable Securities and Idle Funds Investments(13)(15)

 

Investments in Marketable Securities and Diversified, Registered Bond Funds

                       

                  9,862     8,483  

Subtotal Marketable Securities and Idle Funds Investments (0.6% of total investments at fair value)

          10,604     9,067  

Total Investments, December 31, 2014

        $ 1,452,006   $ 1,572,397  

(1)
All investments are Lower Middle Market portfolio investments, unless otherwise noted. All of the Company's investments, unless otherwise noted, are encumbered either as security for the Company's Credit Agreement or in support of the SBA-guaranteed debentures issued by the Funds.

(2)
Debt investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted.

(3)
See Note C for summary geographic location of portfolio companies.

(4)
Principal is net of prepayments. Cost is net of prepayments and accumulated unearned income.

(5)
Control investments are defined by the Investment Company Act of 1940, as amended ("1940 Act") as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)
Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% of the voting securities are owned and the investments are not classified as Control investments.

(7)
Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)
Income producing through dividends or distributions.

(9)
Index based floating interest rate is subject to contractual minimum interest rate.

(10)
Private Loan portfolio investment. See Note B for a summary of Private Loan portfolio investments.

(11)
Middle Market portfolio investment. See Note B for a summary of Middle Market portfolio investments.

(12)
Other Portfolio investment. See Note B for a summary of Other Portfolio investments.

(13)
Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)
Non-accrual and non-income producing investment.

(15)
Marketable securities and idle fund investments.

(16)
External Investment Manager. Investment is not encumbered as security for the Company's Credit Agreement or in support of the SBA-guaranteed debentures issued by the Funds.

(17)
Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)
Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investments in this portfolio company will not be finally determined until such process is complete. As noted in footnote (14), our debt investments in this portfolio company are on non-accrual status.

F-59


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

NOTE A—ORGANIZATION AND BASIS OF PRESENTATION

1.     Organization

        Main Street Capital Corporation ("MSCC") is a principal investment firm primarily focused on providing customized debt and equity financing to lower middle market ("LMM") companies and debt capital to middle market ("Middle Market") companies. The portfolio investments of MSCC and its consolidated subsidiaries are typically made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in diverse industry sectors. MSCC seeks to partner with entrepreneurs, business owners and management teams and generally provide "one stop" financing alternatives within its LMM portfolio. MSCC and its consolidated subsidiaries invest primarily in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States and in secured debt investments of Middle Market companies generally headquartered in the United States.

        MSCC was formed in March 2007 to operate as an internally managed business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). MSCC wholly owns several investment funds, including, but not limited to, Main Street Mezzanine Fund, LP ("MSMF") and Main Street Capital II, LP ("MSC II" and, together with MSMF, the "Funds"), and each of their general partners. The Funds are each licensed as a Small Business Investment Company ("SBIC") by the United States Small Business Administration ("SBA"). Because MSCC is internally managed, all of the executive officers and other employees are employed by MSCC. Therefore, MSCC does not pay any external investment advisory fees but instead incurs the operating costs associated with employing investment and portfolio management professionals.

        MSC Adviser I, LLC (the "External Investment Manager") was formed in November 2013 as a wholly owned subsidiary of MSCC to provide investment management and other services to parties other than MSCC and its subsidiaries ("External Parties") and receive fee income for such services. MSCC has been granted no-action relief by the Securities and Exchange Commission ("SEC") to allow the External Investment Manager to register as a registered investment adviser ("RIA") under Investment Advisers Act of 1940, as amended (the "Advisers Act"). Since the External Investment Manager conducts all of its investment management activities for parties outside of MSCC and its consolidated subsidiaries or their portfolio companies, it is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC's consolidated financial statements.

        MSCC has elected to be treated for U.S. federal income tax purposes as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). As a result, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that it distributes to its stockholders.

        MSCC has certain direct and indirect wholly owned subsidiaries that have elected to be taxable entities (the "Taxable Subsidiaries"). The primary purpose of the Taxable Subsidiaries is to permit MSCC to hold equity investments in portfolio companies which are "pass-through" entities for tax purposes. The External Investment Manager is also a direct wholly owned subsidiary that has elected to be a taxable entity. The Taxable Subsidiaries and the External Investment Manager are each taxed at their normal corporate tax rates based on their taxable income.

F-60


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        Unless otherwise noted or the context otherwise indicates, the terms "we," "us," "our" and "Main Street" refer to MSCC and its consolidated subsidiaries, which include the Funds and the Taxable Subsidiaries.

2.     Basis of Presentation

        Main Street's financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). For each of the periods presented herein, Main Street's consolidated financial statements include the accounts of MSCC and its consolidated subsidiaries. The Investment Portfolio, as used herein, refers to all of Main Street's investments in LMM portfolio companies, investments in Middle Market portfolio companies, Private Loan portfolio investments, Other Portfolio investments, and the investment in the External Investment Manager, but excludes all "Marketable securities and idle funds investments" (see Note C—Fair Value Hierarchy for Investments and Debentures—Portfolio Composition—Portfolio Investment Composition for additional discussion of Main Street's Investment Portfolio and definitions for the terms LMM, Middle Market, Private Loan and Other Portfolio). "Marketable securities and idle funds investments" are classified as financial instruments and are reported separately on Main Street's consolidated balance sheets and consolidated schedules of investments due to the nature of such investments (see Note B.11.). Main Street's results of operations for the three months ended March 31, 2015 and 2014, cash flows for the three months ended March 31, 2015 and 2014, and financial position as of March 31, 2015 and December 31, 2014, are presented on a consolidated basis. The effects of all intercompany transactions between Main Street and its consolidated subsidiaries have been eliminated in consolidation. Certain reclassifications have been made to prior period balances to conform to the current presentation, including reclassifying the expenses charged to the External Investment Manager.

        The accompanying unaudited consolidated financial statements of Main Street are presented in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. The results of operations for the three months ended March 31, 2015 and 2014 are not necessarily indicative of the operating results to be expected for the full year. Also, the unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2014. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

        Under regulations pursuant to Article 6 of Regulation S-X applicable to BDCs and Accounting Standards Codification ("Codification" or "ASC") 946, Financial Services—Investment Companies ("ASC 946"), Main Street is precluded from consolidating other entities in which Main Street has equity investments, including those in which it has a controlling interest, unless the other entity is another investment company. An exception to this general principle in ASC 946 occurs if Main Street holds a controlling interest in an operating company that provides all or substantially all of its services directly to Main Street or to its portfolio companies. According, as noted above, MSCC's consolidated financial statements include the financial position and operating results for the Funds and the Taxable

F-61


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Subsidiaries. MSCC's consolidated financial statements also include the financial position and operating results for MSCC's wholly owned operating subsidiary, Main Street Capital Partners, LLC, ("MSCP"), as the wholly owned subsidiary provides all of its services directly or indirectly to Main Street or its portfolio companies. Main Street has determined that all of its portfolio investments do not qualify for this exception, including the investment in the External Investment Manager. Therefore, Main Street's Investment Portfolio is carried on the consolidated balance sheet at fair value, as discussed further in Note B, with any adjustments to fair value recognized as "Net Change in Unrealized Appreciation (Depreciation)" on the consolidated statements of operations until the investment is realized, usually upon exit, resulting in any gain or loss being recognized as a "Net Realized Gain (Loss)."

        Main Street classifies its Investment Portfolio in accordance with the requirements of the 1940 Act. Under the 1940 Act, (a) "Control Investments" are defined as investments in which Main Street owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) "Affiliate Investments" are defined as investments in which Main Street owns between 5% and 25% of the voting securities and does not have rights to maintain greater than 50% of the board representation, and (c) "Non-Control/Non-Affiliate Investments" are defined as investments that are neither Control Investments nor Affiliate Investments.

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.     Valuation of the Investment Portfolio

        Main Street accounts for its Investment Portfolio at fair value. As a result, Main Street follows the provisions of the Financial Accounting Standards Board ("FASB") ASC 820, Fair Value Measurements and Disclosures ("ASC 820"). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires Main Street to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact.

        Main Street's portfolio strategy calls for it to invest primarily in illiquid debt and equity securities issued by private, LMM companies and more liquid debt securities issued by Middle Market companies that are generally larger in size than the LMM companies. Main Street categorizes some of its investments in LMM companies and Middle Market companies as Private Loan portfolio investments, which are primarily debt securities issued by companies that are consistent in size with either the LMM companies or Middle Market companies, but are investments which have been originated through strategic relationships with other investment funds on a collaborative basis. The structure, terms and conditions for these Private Loan investments are typically consistent with the structure, terms and conditions for the investments made in its LMM portfolio or Middle Market portfolio. Main Street's portfolio also includes Other Portfolio investments which primarily consist of investments that are not consistent with the typical profiles for its LMM portfolio investments, Middle Market portfolio investments or Private Loan portfolio investments, including investments which may be managed by third parties. Main Street's portfolio investments may be subject to restrictions on resale.

        LMM investments and Other Portfolio investments generally have no established trading market while Middle Market securities generally have established markets that are not active. Private Loan

F-62


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

investments may include investments which have no established trading market or have established markets that are not active. Main Street determines in good faith the fair value of its Investment Portfolio pursuant to a valuation policy in accordance with ASC 820 and a valuation process approved by its Board of Directors and in accordance with the 1940 Act. Main Street's valuation policies and processes are intended to provide a consistent basis for determining the fair value of Main Street's Investment Portfolio.

        For LMM portfolio investments, Main Street generally reviews external events, including private mergers, sales and acquisitions involving comparable companies, and includes these events in the valuation process by using an enterprise value waterfall methodology ("Waterfall") for its LMM equity investments and an income approach using a yield-to-maturity model ("Yield-to-Maturity") for its LMM debt investments. For Middle Market portfolio investments, Main Street primarily uses quoted prices in the valuation process. Main Street determines the appropriateness of the use of third-party broker quotes, if any, in determining fair value based on its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer, the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company and other market indices. For Middle Market and Private Loan portfolio investments in debt securities for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value the investment in a current hypothetical sale using the Yield-to-Maturity valuation method. For its Other Portfolio equity investments, Main Street generally calculates the fair value of the investment primarily based on the net asset value ("NAV") of the fund. All of the valuation approaches for Main Street's portfolio investments estimate the value of the investment as if Main Street were to sell, or exit, the investment as of the measurement date.

        These valuation approaches consider the value associated with Main Street's ability to control the capital structure of the portfolio company, as well as the timing of a potential exit. For valuation purposes, "control" portfolio investments are composed of debt and equity securities in companies for which Main Street has a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company's board of directors. For valuation purposes, "non-control" portfolio investments are generally composed of debt and equity securities in companies for which Main Street does not have a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company's board of directors.

        Under the Waterfall valuation method, Main Street estimates the enterprise value of a portfolio company using a combination of market and income approaches or other appropriate valuation methods, such as considering recent transactions in the equity securities of the portfolio company or third-party valuations of the portfolio company, and then performs a waterfall calculation by using the enterprise value over the portfolio company's securities in order of their preference relative to one another. The enterprise value is the fair value at which an enterprise could be sold in a transaction between two willing parties, other than through a forced or liquidation sale. Typically, private companies are bought and sold based on multiples of earnings before interest, taxes, depreciation and amortization ("EBITDA"), cash flows, net income, revenues, or in limited cases, book value. There is no single methodology for estimating enterprise value. For any one portfolio company, enterprise value is generally described as a range of values from which a single estimate of enterprise value is derived. In estimating the enterprise value of a portfolio company, Main Street analyzes various factors including the portfolio company's historical and projected financial results. The operating results of a

F-63


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

portfolio company may include unaudited, projected, budgeted or pro forma financial information and may require adjustments for non-recurring items or to normalize the operating results that may require significant judgment in its determination. In addition, projecting future financial results requires significant judgment regarding future growth assumptions. In evaluating the operating results, Main Street also analyzes the impact of exposure to litigation, loss of customers or other contingencies. After determining the appropriate enterprise value, Main Street allocates the enterprise value to investments in order of the legal priority of the various components of the portfolio company's capital structure. In applying the Waterfall valuation method, Main Street assumes the loans are paid off at the principal amount in a change in control transaction and are not assumed by the buyer, which Main Street believes is consistent with its past transaction history and standard industry practices.

        Under the Yield-to-Maturity valuation method, Main Street also uses the income approach to determine the fair value of debt securities based on projections of the discounted future free cash flows that the debt security will likely generate, including analyzing the discounted cash flows of interest and principal amounts for the debt security, as set forth in the associated loan agreements, as well as the financial position and credit risk of the portfolio investments. Main Street's estimate of the expected repayment date of its debt securities is generally the legal maturity date of the instrument, as Main Street generally intends to hold its loans and debt securities to maturity. The Yield-to-Maturity analysis also considers changes in leverage levels, credit quality, portfolio company performance and other factors. Main Street will generally use the value determined by the Yield-to-Maturity analysis as the fair value for that security; however, because of Main Street's general intent to hold its loans to maturity, the fair value will not exceed the principal amount of the debt security valued using the Yield-to-Maturity valuation method. A change in the assumptions that Main Street uses to estimate the fair value of its debt securities using the Yield-to-Maturity valuation method could have a material impact on the determination of fair value. If there is deterioration in credit quality or if a debt security is in workout status, Main Street may consider other factors in determining the fair value of the debt security, including the value attributable to the debt security from the enterprise value of the portfolio company or the proceeds that would most likely be received in a liquidation analysis.

        Under the NAV valuation method, for an investment in an investment fund that does not have a readily determinable fair value, Main Street measures the fair value of the investment predominately based on the NAV of the investment fund as of the measurement date. However, in determining the fair value of the investment, Main Street may consider whether adjustments to the NAV are necessary in certain circumstances, based on the analysis of any restrictions on redemption of Main Street's investment as of the measurement date, recent actual sales or redemptions of interests in the investment fund, and expected future cash flows available to equity holders, including the rate of return on those cash flows compared to an implied market return on equity required by market participants, or other uncertainties surrounding Main Street's ability to realize the full NAV of its interests in the investment fund.

        Pursuant to its internal valuation process and the requirements under the 1940 Act, Main Street performs valuation procedures on each of its portfolio investments quarterly. In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its LMM portfolio companies, Main Street, among other things, consults with a nationally recognized independent financial advisory services firm. The nationally recognized independent financial advisory services firm is generally consulted relative to Main Street's investments in each LMM portfolio company at least once every calendar year, and for Main Street's investments in new LMM portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, Main Street

F-64


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

may determine that it is not cost-effective, and as a result is not in its stockholders' best interest, to consult with the nationally recognized independent financial advisory services firm on its investments in one or more LMM portfolio companies. Such instances include, but are not limited to, situations where the fair value of Main Street's investment in a LMM portfolio company is determined to be insignificant relative to the total Investment Portfolio. Main Street consulted with its independent financial advisory services firm in arriving at Main Street's determination of fair value on its investments in a total of 15 LMM portfolio companies for the three months ended March 31, 2015, representing approximately 23% of the total LMM portfolio at fair value as of March 31, 2015, and on a total of 17 LMM portfolio companies for the three months ended March 31, 2014, representing approximately 29% of the total LMM portfolio at fair value as of March 31, 2014. Excluding investments in new LMM portfolio companies which have not been in the Investment Portfolio for at least twelve months subsequent to the initial investment as of March 31, 2015 and 2014, as applicable, and investments in the LMM portfolio companies that were not reviewed because their equity is publicly traded, the percentage of the LMM portfolio reviewed by the independent financial advisory services firm for the three months ended March 31, 2015 and 2014 was 27% and 32% of the total LMM portfolio at fair value as of March 31, 2015 and 2014, respectively.

        For valuation purposes, all of Main Street's Middle Market portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, Main Street uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. For Middle Market portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Middle Market debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Middle Market equity investments in a current hypothetical sale using the Waterfall valuation method.

        For valuation purposes, all of Main Street's Private Loan portfolio investments are non-control investments. For Private Loan portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Private Loan debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Private Loan equity investments in a current hypothetical sale using the Waterfall valuation method.

        For valuation purposes, all of Main Street's Other Portfolio investments are non-control investments. Main Street's Other Portfolio investments comprised approximately 3.4% and 3.8%, respectively, of Main Street's Investment Portfolio at fair value as of March 31, 2015 and December 31, 2014. Similar to the LMM investment portfolio, market quotations for Other Portfolio equity investments are generally not readily available. For its Other Portfolio equity investments, Main Street generally determines the fair value of its investments using the NAV valuation method. For Other Portfolio debt investments, Main Street generally determines the fair value of these investments through obtaining third-party quotes or other independent pricing to the extent that these inputs are available and appropriate to determine fair value. For Other Portfolio debt investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Other Portfolio debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method.

F-65


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        For valuation purposes, Main Street's investment in the External Investment Manager is a control investment. Market quotations are not readily available for this investment, and as a result, Main Street determines the fair value of the External Investment Manager using the Waterfall valuation method under the market approach. In estimating the enterprise value, Main Street analyzes various factors, including the entity's historical and projected financial results, as well as its size, marketability and performance relative to the population of market multiples. This valuation approach estimates the value of the investment as if Main Street were to sell, or exit, the investment. In addition, Main Street considers the value associated with Main Street's ability to control the capital structure of the company, as well as the timing of a potential exit.

        Due to the inherent uncertainty in the valuation process, Main Street's determination of fair value for its Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. Main Street determines the fair value of each individual investment and records changes in fair value as unrealized appreciation or depreciation.

        Main Street uses a standard internal portfolio investment rating system in connection with its investment oversight, portfolio management and analysis and investment valuation procedures for its LMM portfolio companies. This system takes into account both quantitative and qualitative factors of the LMM portfolio company and the investments held therein.

        The Board of Directors of Main Street has the final responsibility for overseeing, reviewing and approving, in good faith, Main Street's determination of the fair value for its Investment Portfolio, as well as its valuation procedures, consistent with 1940 Act requirements. Main Street believes its Investment Portfolio as of March 31, 2015 and December 31, 2014 approximates fair value as of those dates based on the markets in which Main Street operates and other conditions in existence on those reporting dates.

2.     Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results may differ from these estimates under different conditions or assumptions. Additionally, as explained in Note B.1., the financial statements include investments in the Investment Portfolio whose values have been estimated by Main Street with the oversight, review and approval by Main Street's Board of Directors in the absence of readily ascertainable market values. Because of the inherent uncertainty of the Investment Portfolio valuations, those estimated values may differ significantly from the values that would have been determined had a readily available market for the investments existed, and it is reasonably possible that the differences could be material.

F-66


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

3.     Cash and Cash Equivalents

        Cash and cash equivalents consist of cash and highly liquid investments with an original maturity of three months or less at the date of purchase. Cash and cash equivalents are carried at cost, which approximates fair value.

        At March 31, 2015, cash balances totaling $19.7 million exceeded FDIC insurance protection levels, subjecting the Company to risk related to the uninsured balance. All of the Company's cash deposits are held at large, established, high credit quality financial institutions and management believes that the risk of loss associated with any uninsured balances is remote.

4.     Marketable Securities and Idle Funds Investments

        Marketable securities and idle funds investments include intermediate-term secured debt investments, independently rated debt investments and publicly traded debt and equity investments. See the consolidated schedule of investments for more information on Marketable securities and idle funds investments.

5.     Interest, Dividend and Fee Income (Structuring and Advisory Services)

        Main Street records interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. In accordance with Main Street's valuation policy, Main Street evaluates accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if Main Street otherwise does not expect the debtor to be able to service all of its debt or other obligations, Main Street will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security's status significantly improves regarding the debtor's ability to service the debt or other obligations, or if a loan or debt security is fully impaired, sold or written off, Main Street removes it from non-accrual status.

        Main Street holds certain debt and preferred equity instruments in its Investment Portfolio that contain payment-in-kind ("PIK") interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed in Note B.9. below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though Main Street may not have collected the PIK interest and cumulative dividends in cash. Main Street stops accruing PIK interest and cumulative dividends and writes off any accrued and uncollected interest and dividends in arrears when it determines that such PIK interest and dividends in arrears are no longer collectible. For the three months ended March 31, 2015 and 2014, (i) approximately 2.2% and 5.4%, respectively, of Main Street's total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 1.0% and 1.2%, respectively, of Main Street's total investment income was attributable to cumulative dividend income not paid currently in cash.

F-67


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        As of March 31, 2015, Main Street's total Investment Portfolio had five investments with positive fair value on non-accrual status, which comprised approximately 1.2% of its fair value and 3.9% of its cost, and no fully impaired investments. As of December 31, 2014, Main Street's total Investment Portfolio had five investments with positive fair value on non-accrual status, which comprised approximately 1.7% of its fair value and 4.7% of its cost, and no fully impaired investments.

        Main Street may periodically provide services, including structuring and advisory services, to its portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are deferred and accreted into interest income over the life of the financing.

        A presentation of the investment income Main Street received from its Investment Portfolio in each of the periods presented is as follows:

 
  Three Months Ended
March 31,
 
 
  2015   2014  
 
  (dollars in thousands)
 

Interest, fee and dividend income:

             

Interest income

  $ 30,067   $ 25,734  

Dividend income

    5,136     4,044  

Fee income

    1,602     791  

Total interest, fee and dividend income

  $ 36,805   $ 30,569  

6.     Deferred Financing Costs

        Deferred financing costs include SBIC debenture commitment fees and SBIC debenture leverage fees on the SBIC debentures which are not accounted for under the fair value option under ASC 825 (as discussed further in Note B.11.). These fees are approximately 3.4% of the total commitment and draw amounts, as applicable. These deferred financing costs have been capitalized and are being amortized into interest expense over the ten year term of each debenture agreement.

        Deferred financing costs also include commitment fees and other costs related to Main Street's multi-year investment credit facility (the "Credit Facility", as discussed further in Note F) and its notes (as discussed further in Note G). These costs have been capitalized and are amortized into interest expense over the term of the individual instrument.

7.     Unearned Income—Debt Origination Fees and Original Issue Discount and Discounts / Premiums to Par Value

        Main Street capitalizes debt origination fees received in connection with financings and reflects such fees as unearned income netted against the applicable debt investments. The unearned income from the fees is accreted into interest income based on the effective interest method over the life of the financing.

        In connection with its portfolio debt investments, Main Street sometimes receives nominal cost warrants ("nominal cost equity") that are valued as part of the negotiation process with the particular portfolio company. When Main Street receives nominal cost equity, Main Street allocates its cost basis

F-68


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

in its investment between its debt security and its nominal cost equity at the time of origination based on amounts negotiated with the particular portfolio company. The allocated amounts are based upon the fair value of the nominal cost equity, which is then used to determine the allocation of cost to the debt security. Any discount recorded on a debt investment resulting from this allocation is reflected as unearned income, which is netted against the applicable debt investment, and accreted into interest income based on the effective interest method over the life of the debt investment. The actual collection of this interest is deferred until the time of debt principal repayment.

        Main Street may also purchase debt securities at a discount or at a premium to the par value of the debt security. In the case of a purchase at a discount, Main Street records the investment at the par value of the debt security net of the discount, and the discount is accreted into interest income based on the effective interest method over the life of the debt investment. In the case of a purchase at a premium, Main Street records the investment at the par value of the debt security plus the premium, and the premium is amortized as a reduction to interest income based on the effective interest method over the life of the debt investment.

        To maintain RIC tax treatment (as discussed below in Note B.9.), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though Main Street may not have collected the interest income. For the three months ended March 31, 2015 and 2014, approximately 2.8% and 4.0%, respectively, of Main Street's total investment income was attributable to interest income for the accretion of discounts associated with debt investments, net of any premium reduction.

8.     Share-Based Compensation

        Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, Main Street measures the grant date fair value based upon the market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.

9.     Income Taxes

        MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC's taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its investment company taxable income to qualify for pass-through tax treatment and maintain its RIC status. As part of maintaining RIC status, undistributed taxable income (subject to a 4% U.S Federal excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared prior to the filing of the U.S federal income tax return for the applicable fiscal year.

        The Taxable Subsidiaries hold certain portfolio investments for Main Street. The Taxable Subsidiaries permit Main Street to hold equity investments in portfolio companies which are "pass-through" entities for tax purposes and to continue to comply with the "source-income" requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with Main Street for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable

F-69


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Subsidiaries are included in Main Street's consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in Main Street's consolidated financial statements.

        As previously discussed (see above in Note A.2.), MSCC's wholly owned subsidiary MSCP is included in Main Street's consolidated financial statements for financing reporting purposes. For tax purposes, MSCP has elected to be treated as a taxable entity, and therefore is not consolidated with MSCC for income tax purposes and is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. The taxable income, or loss, of MSCP may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in Main Street's consolidated financial statements.

        The Taxable Subsidiaries and MSCP use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

        Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

10.   Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

        Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period net of recoveries and realized gains or losses from in-kind redemptions. Net change in unrealized appreciation or depreciation reflects the net change in the fair value of the Investment Portfolio and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.

11.   Fair Value of Financial Instruments

        Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Main Street believes that the carrying amounts of its financial instruments, consisting of cash and cash equivalents, receivables, payables and other liabilities approximate the fair values of such items due to the short term nature of these instruments. Marketable securities and idle funds investments may include investments in certificates of deposit, U.S. government agency securities, independently rated debt investments, diversified bond funds and publicly

F-70


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

traded debt and equity investments and the fair value determination for these investments under the provisions of ASC 820 generally consists of Level 1 and 2 observable inputs, similar in nature to those discussed further in Note C.

        As part of Main Street's acquisition of the majority of the equity interests of MSC II in January 2010 (the "MSC II Acquisition"), Main Street elected the fair value option under ASC 825, Financial Instruments ("ASC 825") relating to accounting for debt obligations at their fair value, for the MSC II SBIC debentures acquired (the "Acquired Debentures") as part of the acquisition accounting related to the MSC II Acquisition and values those obligations as discussed further in Note C. In order to provide for a more consistent basis of presentation, Main Street has continued to elect the fair value option for SBIC debentures issued by MSC II subsequent to the MSC II Acquisition. When the fair value option is elected for a given SBIC debenture, the deferred loan costs associated with the debenture are fully expensed in the current period to "Net Change in Unrealized Appreciation (Depreciation)—SBIC debentures" as part of the fair value adjustment. Interest incurred in connection with SBIC debentures which are valued at fair value is included in interest expense.

12.   Earnings per Share

        Basic and diluted per share calculations are computed utilizing the weighted-average number of shares of common stock outstanding for the period. In accordance with ASC 260, Earnings Per Share, the unvested shares of restricted stock awarded pursuant to Main Street's equity compensation plans are participating securities and are included in the basic earnings per share calculation. As a result, for all periods presented, there is no difference between diluted earnings per share and basic earnings per share amounts.

13.   Recently Issued or Adopted Accounting Standards

        In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-9 supersedes the revenue recognition requirements under ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the ASC. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Under the new guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The new guidance will significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. Additionally, the guidance requires improved disclosures as to the nature, amount, timing and uncertainty of revenue that is recognized. The FASB tentatively decided to defer the effective date of the new revenue standard for public entities under U.S. GAAP for one year. If finalized, the new guidance will be effective for the annual reporting period beginning after December 15, 2017, including interim periods within that reporting period. Early adoption would be permitted for annual reporting periods beginning after December 15, 2016. Main Street is currently evaluating the impact the adoption of this new accounting standard will have on its financial statements.

F-71


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The impact of the adoption of this new accounting standard on Main Street's consolidated financial statements is currently being evaluated.

        From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by Main Street as of the specified effective date. Main Street believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its financial statements upon adoption.

NOTE C—FAIR VALUE HIERARCHY FOR INVESTMENTS AND DEBENTURES—PORTFOLIO COMPOSITION

        ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. Main Street accounts for its investments at fair value.

        In accordance with ASC 820, Main Street has categorized its investments based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical investments (Level 1) and the lowest priority to unobservable inputs (Level 3).

        Investments recorded on Main Street's balance sheet are categorized based on the inputs to the valuation techniques as follows:

F-72


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        As required by ASC 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized within the Level 3 tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3). Main Street conducts reviews of fair value hierarchy classifications on a quarterly basis. During the classification process, Main Street may determine that it is appropriate to transfer investments between fair value hierarchy Levels. These transfers occur when Main Street has concluded that it is appropriate for the classification of an individual asset to be changed due to a change in the factors used to determine the selection of the Level. Any such changes are deemed to be effective during the quarter in which the transfer occurs.

        As of March 31, 2015 and December 31, 2014, all except for one of Main Street's LMM portfolio investments consisted of illiquid securities issued by private companies. The remaining investment was a publicly traded equity security. As a result, the fair value determination for the LMM portfolio investments primarily consisted of unobservable inputs. The fair value determination for the publicly traded equity security consisted of observable inputs in non-active markets for which sufficient observable inputs were available to determine the fair value. As a result, all of Main Street's LMM portfolio investments were categorized as Level 3 as of March 31, 2015 and December 31, 2014, except for the one publicly traded equity security which was categorized as Level 2.

        As of March 31, 2015 and December 31, 2014, Main Street's Middle Market portfolio investments consisted primarily of investments in secured and unsecured debt investments and independently rated debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street's Middle Market portfolio investments were categorized as Level 3 as of March 31, 2015 and December 31, 2014.

        As of March 31, 2015 and December 31, 2014, Main Street's Private Loan portfolio investments primarily consisted of investments in interest-bearing secured debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street's Private Loan portfolio investments were categorized as Level 3 as of March 31, 2015 and December 31, 2014.

        As of March 31, 2015 and December 31, 2014, Main Street's Other Portfolio investments consisted of illiquid securities issued by private companies. The fair value determination for these investments

F-73


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

primarily consisted of unobservable inputs. As a result, all of Main Street's Other Portfolio investments were categorized as Level 3 as of March 31, 2015 and December 31, 2014.

        As of March 31, 2015 and December 31, 2014, Main Street's Marketable securities and idle funds investments consisted primarily of investments in publicly traded debt and equity investments. The fair value determination for these investments consisted of a combination of observable inputs in active markets for which sufficient observable inputs were available to determine the fair value of these investments. As a result, all of Main Street's Marketable securities and idle funds investments were categorized as Level 1 as of March 31, 2015 and December 31, 2014.

        The fair value determination of each portfolio investment categorized as Level 3 required one or more of the following unobservable inputs:

        The significant unobservable inputs used in the fair value measurement of Main Street's LMM equity securities, which are generally valued through an average of the discounted cash flow technique and the market comparable/enterprise value technique (unless one of these approaches is determined to not be appropriate), are (i) EBITDA multiples and (ii) the weighted-average cost of capital ("WACC"). Significant increases (decreases) in EBITDA multiple inputs in isolation would result in a significantly higher (lower) fair value measurement. On the contrary, significant increases (decreases) in

F-74


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

WACC inputs in isolation would result in a significantly lower (higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of Main Street's LMM, Middle Market, Private Loan and Other Portfolio debt securities are (i) risk adjusted discount rates used in the Yield-to-Maturity valuation technique (described in Note B.1.—Valuation of the Investment Portfolio) and (ii) the percentage of expected principal recovery. Significant increases (decreases) in any of these discount rates in isolation would result in a significantly lower (higher) fair value measurement. Significant increases (decreases) in any of these expected principal recovery percentages in isolation would result in a significantly higher (lower) fair value measurement. However, due to the nature of certain investments, fair value measurements may be based on other criteria, such as third-party appraisals of collateral and fair values as determined by independent third parties, which are not presented in the tables below.

        The following table provides a summary of the significant unobservable inputs used to fair value Main Street's Level 3 portfolio investments as of March 31, 2015:

Type of Investment
  Fair Value
as of
March 31,
2015
(in thousands)
  Valuation Technique   Significant Unobservable Inputs   Range(3)   Weighted
Average(3)
 

Equity investments

  $ 446,984   Discounted cash flow   Weighted average cost of capital   11.5% - 23.7%     14.2%  

        Market comparable / Enterprise Value   EBITDA multiple(1)   4.0x - 7.3x(2)     6.3x  

Debt investments

  $ 607,731   Discounted cash flow   Risk adjusted discount factor   8.0% - 15.5%(2)     11.9%  

            Expected principal recovery percentage   42.0% - 100.0%     99.5%  

Debt investments

  $ 675,778   Market approach   Third party quote   53.4 - 103.5        

Total Level 3 investments

  $ 1,730,493                    

(1)
EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.

(2)
Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 4.0x - 17.5x and the range for risk adjusted discount factor is 6.0% - 25.3%.

(3)
Does not include investments for which the valuation technique does not include the use of the applicable fair value input.

F-75


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        The following table provides a summary of the significant unobservable inputs used to fair value Main Street's Level 3 portfolio investments as of December 31, 2014:

Type of Investment
  Fair Value
as of
December 31,
2014
(in thousands)
  Valuation Technique   Significant Unobservable Inputs   Range(3)   Weighted
Average(3)
 

Equity investments

  $ 407,569   Discounted cash flow   Weighted average cost of capital   11.4% - 23.4%     13.9%  

        Market comparable / Enterprise Value   EBITDA multiple(1)   4.0x - 7.8x(2)     6.4x  

Debt investments

  $ 557,604   Discounted cash flow   Risk adjusted discount factor   7.5% - 15.8%(2)     12.1%  

            Expected principal recovery percentage   42.0% - 100.0%     99.3%  

Debt investments

  $ 589,677   Market approach   Third party quote   60.1 - 102.3        

Total Level 3 investments

  $ 1,554,850                    

(1)
EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.

(2)
Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 4.0x - 17.5x and the range for risk adjusted discount factor is 6.0% - 32.0%.

(3)
Does not include investments for which the valuation technique does not include the use of the applicable fair value input.

        The following table provides a summary of changes in fair value of Main Street's Level 3 portfolio investments for the three months ended March 31, 2015 (amounts in thousands). Net unrealized appreciation (depreciation) is included in the Net change in unrealized appreciation (depreciation)—portfolio investments on the consolidated statements of operations.

Type of
Investment
  Fair Value
as of
December 31,
2014
  Transfers
Into Level 3
Hierarchy
  Redemptions/
Repayments
  New
Investments
  Net Changes
from
Unrealized
to Realized
  Net
Unrealized
Appreciation
(Depreciation)
  Other(1)   Fair Value
as of
March 31,
2015
 

Debt

    1,147,281         (145,175 )   283,801     3,796     (1,512 )   (4,682 )   1,283,509  

Equity

    391,933         (5,950 )   24,030     354     15,347     4,435     430,149  

Equity Warrant

    15,636         (449 )   1,400     449     (201 )       16,835  

    1,554,850         (151,574 )   309,231     4,599     13,634     (247 )   1,730,493  

(1)
Includes the impact of non-cash conversions.

F-76


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        The following table provides a summary of changes in fair value of Main Street's Level 3 portfolio investments for the three months ended March 31, 2014 (amounts in thousands). All transfers that occurred between fair value hierarchy levels during the three months ended March 31, 2014 were transfers out of Level 2 into Level 3. Net unrealized appreciation (depreciation) is included in the Net change in unrealized appreciation (depreciation)—portfolio investments on the consolidated statements of operations.

Type of
Investment
  Fair Value
as of
December 31,
2013
  Transfers
Into Level 3
Hierarchy
  Redemptions/
Repayments(1)
  New
Investments(1)
  Net
Changes
from
Unrealized
to Realized
  Net
Unrealized
Appreciation
(Depreciation)
  Other(1)   Fair Value
as of
March 31,
2014
 

Debt

    897,568     55,102     (103,179 )   128,183     184     (2,459 )   17     975,416  

Equity

    270,764         (393 )   3,972     4     11,098         285,445  

Equity Warrant

    36,558             297         (1,776 )   (17 )   35,062  

    1,204,890     55,102     (103,572 )   132,452     188     6,863         1,295,923  

(1)
Includes the impact of non-cash conversions.

        As of March 31, 2015 and December 31, 2014, the fair value determination for the SBIC debentures recorded at fair value primarily consisted of unobservable inputs. As a result, the SBIC debentures which are recorded at fair value were categorized as Level 3. Main Street determines the fair value of these instruments primarily using a Yield-to-Maturity approach that analyzes the discounted cash flows of interest and principal for each SBIC debenture recorded at fair value based on estimated market interest rates for debt instruments of similar structure, terms, and maturity. Main Street's estimate of the expected repayment date of principal for each SBIC debenture recorded at fair value is the legal maturity date of the instrument.

        The significant unobservable inputs used in the fair value measurement of Main Street's SBIC debentures recorded at fair value are the estimated market interest rates used to fair value each debenture using the yield valuation technique described above. Significant increases (decreases) in the Yield-to-Maturity valuation inputs in isolation would result in a significantly lower (higher) fair value measurement.

        The following table provides a summary of the significant unobservable inputs used to fair value Main Street's Level 3 SBIC debentures as of March 31, 2015 (amounts in thousands):

Type of Instrument
  Fair Value as of
March 31, 2015
  Valuation Technique   Significant Unobservable Inputs   Range   Weighted
Average
 

SBIC debentures

  $ 73,674   Discounted cash flow   Estimated market interest rates   4.6% - 5.7%     5.1%  

        The following table provides a summary of the significant unobservable inputs used to fair value Main Street's Level 3 SBIC debentures as of December 31, 2014 (amounts in thousands):

Type of Instrument
  Fair Value as of
December 31, 2014
  Valuation Technique   Significant Unobservable Inputs   Range   Weighted
Average
 

SBIC debentures

  $ 72,981   Discounted cash flow   Estimated market interest rates   4.6% - 6.0%     5.3%  

F-77


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        The following table provides a summary of changes for the Level 3 SBIC debentures recorded at fair value for the three months ended March 31, 2015 (amounts in thousands):

Type of Instrument
  Fair Value as of
December 31, 2014
  Repayments   New SBIC
Debentures
  Net
Unrealized
(Appreciation)
Depreciation
  Fair Value as of
March 31, 2015
 

SBIC debentures at fair value

  $ 72,981   $   $   $ 693   $ 73,674  

        The following table provides a summary of changes for the Level 3 SBIC debentures recorded at fair value for the three months ended March 31, 2014 (amounts in thousands):

Type of Instrument
  Fair Value as of
December 31, 2013
  Repayments   New SBIC
Debentures
  Net
Unrealized
(Appreciation)
Depreciation
  Fair Value as of
March 31, 2014
 

SBIC Debentures at fair value

  $ 62,050   $   $   $ 1,189   $ 63,239  

        At March 31, 2015 and December 31, 2014, Main Street's investments and SBIC debentures at fair value were categorized as follows in the fair value hierarchy for ASC 820 purposes:

 
   
  Fair Value Measurements  
 
   
  (in thousands)
 
At March 31, 2015
  Fair Value   Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
  Significant Other
Observable Inputs
(Level 2)
  Significant
Unobservable Inputs
(Level 3)
 

LMM portfolio investments

  $ 778,300   $   $ 6,830   $ 771,470  

Middle Market portfolio investments

    627,762             627,762  

Private Loan portfolio investments

    247,742             247,742  

Other Portfolio investments

    58,679             58,679  

External Investment Manager

    24,840             24,840  

Total portfolio investments

    1,737,323         6,830     1,730,493  

Marketable securities and idle funds investments

    9,948     9,948          

Total investments

  $ 1,747,271   $ 9,948   $ 6,830   $ 1,730,493  

SBIC debentures at fair value

  $ 73,674   $   $   $ 73,674  

F-78


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 
   
  Fair Value Measurements  
 
   
  (in thousands)
 
At December 31, 2014
  Fair Value   Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
  Significant Other
Observable Inputs
(Level 2)
  Significant
Unobservable Inputs
(Level 3)
 

LMM portfolio investments

  $ 733,191   $   $ 8,480   $ 724,711  

Middle Market portfolio investments

    542,688             542,688  

Private Loan portfolio investments

    213,015             213,015  

Other Portfolio investments

    58,856             58,856  

External Investment Manager

    15,580             15,580  

Total portfolio investments

    1,563,330         8,480     1,554,850  

Marketable securities and idle funds investments

    9,067     9,067          

Total investments

  $ 1,572,397   $ 9,067   $ 8,480   $ 1,554,850  

SBIC debentures at fair value

  $ 72,981   $   $   $ 72,981  

Investment Portfolio Composition

        Main Street's lower middle market ("LMM") portfolio investments primarily consist of secured debt, equity warrants and direct equity investments in privately held, LMM companies based in the United States. Main Street's LMM portfolio companies generally have annual revenues between $10 million and $150 million, and its LMM investments generally range in size from $5 million to $50 million. The LMM debt investments are typically secured by either a first or second priority lien on the assets of the portfolio company, primarily bear interest at fixed rates, and generally have a term of between five and seven years from the original investment date. In most LMM portfolio investments, Main Street receives nominally priced equity warrants and/or makes direct equity investments in connection with a debt investment.

        Main Street's middle market ("Middle Market") portfolio investments primarily consist of direct investments in or secondary purchases of interest-bearing debt securities in privately held companies based in the United States that are generally larger in size than the companies included in Main Street's LMM portfolio. Main Street's Middle Market portfolio companies generally have annual revenues between $150 million and $1.5 billion, and its Middle Market investments generally range in size from $3 million to $15 million. Main Street's Middle Market portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

        Main Street's Private Loan ("Private Loan") portfolio investments primarily consist of investments in interest-bearing debt securities in companies that are consistent with the size of companies in its LMM portfolio or its Middle Market portfolio, but are investments which have been originated through strategic relationships with other investment funds on a collaborative basis. Main Street's Private Loan portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

F-79


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        Main Street's other portfolio ("Other Portfolio") investments primarily consist of investments which are not consistent with the typical profiles for LMM, Middle Market and Private Loan portfolio investments, including investments which may be managed by third parties. In the Other Portfolio, Main Street may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.

        Main Street's external asset management business is conducted through its External Investment Manager. Main Street has entered into an agreement to provide the External Investment Manager with asset management service support in connection with its asset management business generally, and specifically for its relationship with HMS Income Fund, Inc. ("HMS Income"). Through this agreement, Main Street provides management and other services to the External Investment Manager, as well as access to Main Street's employees, infrastructure, business relationships, management expertise and capital raising capabilities. In the first quarter of 2014, Main Street began charging the External Investment Manager the cost for these services. Main Street's total expenses for the three months ended March 31, 2015 and 2014 are net of expenses of $0.8 million and $0.3 million, respectively, charged to the External Investment Manager. The External Investment Manager earns management fees based on the assets of the funds under management and may earn incentive fees, or a carried interest, based on the performance of the funds managed.

        Investment income, consisting of interest, dividends and fees, can fluctuate dramatically due to various factors, including the level of new investment activity, repayments of debt investments or sales of equity interests. Investment income in any given year could also be highly concentrated among several portfolio companies. For the three months ended March 31, 2015 and 2014, Main Street did not record investment income from any single portfolio company in excess of 10% of total investment income.

        The following tables provide a summary of Main Street's investments in the LMM, Middle Market and Private Loan portfolios as of March 31, 2015 and December 31, 2014 (this information excludes the Other Portfolio investments and the External Investment Manager which are discussed further below):

 
  As of March 31, 2015  
 
  LMM(a)   Middle Market   Private Loan  
 
  (dollars in millions)
 

Number of portfolio companies

    68     89     37  

Fair value

  $ 778.3   $ 627.8   $ 247.7  

Cost

  $ 640.7   $ 642.8   $ 261.8  

% of total investments at cost—debt

    70.3 %   99.1 %   96.1 %

% of total investments at cost—equity

    29.7 %   0.9 %   3.9 %

% of debt investments at cost secured by first priority lien

    89.8 %   85.2 %   87.2 %

Weighted-average annual effective yield(b)

    13.1 %   7.9 %   9.9 %

Average EBITDA(c)

  $ 5.4   $ 95.8   $ 12.1  

(a)
At March 31, 2015, Main Street had equity ownership in approximately 94% of its LMM portfolio companies and the average fully diluted equity ownership in those portfolio companies was approximately 36%.

F-80


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(b)
The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of March 31, 2015, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status.

(c)
The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted average for the Middle Market and Private Loan portfolios. These calculations exclude three LMM portfolio companies, one Middle Market portfolio company and five Private Loan portfolio companies as EBITDA is not a meaningful valuation metric for Main Street's investments in these portfolio companies.

 

 
  As of December 31, 2014  
 
  LMM(a)   Middle Market   Private Loan  
 
  (dollars in millions)
 

Number of portfolio companies

    66     86     31  

Fair value

  $ 733.2   $ 542.7   $ 213.0  

Cost

  $ 599.4   $ 561.8   $ 224.0  

% of total investments at cost—debt

    71.5 %   99.8 %   95.6 %

% of total investments at cost—equity

    28.5 %   0.2 %   4.4 %

% of debt investments at cost secured by first priority lien

    89.6 %   85.1 %   87.8 %

Weighted-average annual effective yield(b)

    13.2 %   7.8 %   10.1 %

Average EBITDA(c)

  $ 5.0   $ 77.2   $ 18.1  

(a)
At December 31, 2014, Main Street had equity ownership in approximately 95% of its LMM portfolio companies and the average fully diluted equity ownership in those portfolio companies was approximately 35%.

(b)
The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2014, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status.

(c)
The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted average for the Middle Market and Private Loan portfolios. These calculations exclude two LMM portfolio companies, one Middle Market portfolio company and five Private Loan portfolio companies as EBITDA is not a meaningful valuation metric for Main Street's investments in these portfolio companies.

        As of March 31, 2015, Main Street had Other Portfolio investments in six companies, collectively totaling approximately $58.7 million in fair value and approximately $55.6 million in cost basis and which comprised approximately 3.4% of Main Street's Investment Portfolio at fair value. As of December 31, 2014, Main Street had Other Portfolio investments in six companies, collectively totaling approximately $58.9 million in fair value and approximately $56.2 million in cost basis and which comprised approximately 3.8% of Main Street's Investment Portfolio at fair value.

        As discussed further in Note A.1., Main Street holds an investment in the External Investment Manager, a wholly owned subsidiary that is treated as a portfolio investment. As of March 31, 2015,

F-81


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

there was no cost basis in this investment and the investment had a fair value of $24.8 million, which comprised 1.4% of Main Street's Investment Portfolio at fair value. As of December 31, 2014, there was no cost basis in this investment and the investment had a fair value of $15.6 million, which comprised 1.0% of Main Street's Investment Portfolio at fair value.

        The following tables summarize the composition of Main Street's total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at cost and fair value by type of investment as a percentage of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments, as of March 31, 2015 and December 31, 2014 (this information excludes the Other Portfolio investments and the External Investment Manager).

Cost:
  March 31, 2015   December 31, 2014  

First lien debt

    75.6 %   75.7 %

Equity

    11.9 %   11.6 %

Second lien debt

    10.0 %   10.0 %

Equity warrants

    1.4 %   1.5 %

Other

    1.1 %   1.2 %

    100.0 %   100.0 %

 

Fair Value:
  March 31, 2015   December 31, 2014  

First lien debt

    67.4 %   66.9 %

Equity

    21.4 %   21.9 %

Second lien debt

    9.3 %   9.2 %

Equity warrants

    1.0 %   1.0 %

Other

    0.9 %   1.0 %

    100.0 %   100.0 %

        The following tables summarize the composition of Main Street's total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments by geographic region of the United States and other countries at cost and fair value as a percentage of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments, as of March 31, 2015 and December 31, 2014 (this information excludes the Other Portfolio investments and the External Investment Manager). The geographic composition is determined by the location of the corporate headquarters of the portfolio company.

Cost:
  March 31, 2015   December 31, 2014  

Southwest

    31.6 %   29.6 %

Northeast

    21.1 %   19.9 %

West

    16.9 %   18.7 %

Southeast

    14.2 %   15.4 %

Midwest

    13.7 %   13.5 %

Canada

    0.6 %   0.7 %

Other Non-United States

    1.9 %   2.2 %

    100.0 %   100.0 %

 

F-82


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Fair Value:
  March 31, 2015   December 31, 2014  

Southwest

    35.7 %   33.7 %

Northeast

    19.8 %   18.3 %

West

    18.0 %   20.4 %

Midwest

    12.7 %   12.7 %

Southeast

    11.5 %   12.4 %

Canada

    0.6 %   0.6 %

Other Non-United States

    1.7 %   1.9 %

    100.0 %   100.0 %

        Main Street's LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments are in companies conducting business in a variety of industries. The following tables summarize the composition of Main Street's total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments by industry at cost and fair value

F-83


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

as of March 31, 2015 and December 31, 2014 (this information excludes the Other Portfolio investments and the External Investment Manager).

Cost:
  March 31, 2015   December 31, 2014  

Media

    7.5 %   8.3 %

Energy Equipment & Services

    7.4 %   8.3 %

IT Services

    6.7 %   5.9 %

Machinery

    6.0 %   6.5 %

Hotels, Restaurants & Leisure

    5.6 %   5.6 %

Software

    5.5 %   5.4 %

Specialty Retail

    4.8 %   4.7 %

Construction & Engineering

    4.7 %   5.3 %

Health Care Providers & Services

    4.6 %   4.9 %

Internet Software & Services

    3.7 %   1.9 %

Diversified Telecommunication Services

    3.6 %   4.0 %

Diversified Consumer Services

    3.2 %   2.9 %

Electronic Equipment, Instruments & Components

    2.4 %   3.0 %

Oil, Gas & Consumable Fuels

    2.4 %   2.5 %

Pharmaceuticals

    2.4 %   1.8 %

Food Products

    2.2 %   1.8 %

Auto Components

    2.0 %   2.3 %

Building Products

    2.0 %   1.1 %

Health Care Equipment & Supplies

    1.9 %   2.1 %

Road & Rail

    1.7 %   1.8 %

Aerospace & Defense

    1.3 %   1.2 %

Textiles, Apparel & Luxury Goods

    1.2 %   1.3 %

Chemicals

    1.2 %   1.3 %

Diversified Financial Services

    1.2 %   1.0 %

Air Freight & Logistics

    1.2 %   0.9 %

Leisure Equipment & Products

    1.2 %   0.5 %

Trading Companies & Distributors

    1.1 %   1.2 %

Professional Services

    1.1 %   1.1 %

Commercial Services & Supplies

    1.0 %   1.0 %

Distributors

    0.9 %   1.0 %

Other(1)

    8.3 %   9.4 %

    100.0 %   100.0 %

(1)
Includes various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at each date.

F-84


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)


Fair Value:
  March 31, 2015   December 31, 2014  

Machinery

    7.4 %   8.1 %

Media

    6.8 %   7.7 %

Energy Equipment & Services

    6.5 %   7.9 %

IT Services

    6.2 %   5.4 %

Software

    5.7 %   5.5 %

Hotels, Restaurants & Leisure

    5.6 %   5.6 %

Construction & Engineering

    5.1 %   5.5 %

Specialty Retail

    5.0 %   4.9 %

Diversified Consumer Services

    4.7 %   4.4 %

Health Care Providers & Services

    4.2 %   4.4 %

Internet Software & Services

    4.0 %   2.3 %

Diversified Telecommunication Services

    3.3 %   3.8 %

Auto Components

    2.3 %   2.5 %

Road & Rail

    2.3 %   2.3 %

Pharmaceuticals

    2.3 %   1.7 %

Food Products

    2.1 %   1.6 %

Electronic Equipment, Instruments & Components

    2.0 %   2.5 %

Oil, Gas & Consumable Fuels

    2.0 %   1.9 %

Health Care Equipment & Supplies

    1.8 %   1.9 %

Building Products

    1.7 %   0.9 %

Air Freight & Logistics

    1.4 %   0.8 %

Aerospace & Defense

    1.2 %   1.1 %

Diversified Financial Services

    1.2 %   1.0 %

Textiles, Apparel & Luxury Goods

    1.1 %   1.2 %

Chemicals

    1.1 %   1.2 %

Leisure Equipment & Products

    1.1 %   0.4 %

Trading Companies & Distributors

    1.0 %   1.1 %

Commercial Services & Supplies

    1.0 %   1.0 %

Professional Services

    1.0 %   1.0 %

Paper & Forest Products

    0.9 %   1.2 %

Distributors

    0.9 %   1.0 %

Other(1)

    7.1 %   8.2 %

    100.0 %   100.0 %

(1)
Includes various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at each date.

        At March 31, 2015 and December 31, 2014, Main Street had no portfolio investment that was greater than 10% of the Investment Portfolio at fair value.

F-85


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

NOTE D—EXTERNAL INVESTMENT MANAGER

        As discussed further above in Note A.1., the External Investment Manager provides investment management and other services to External Parties. The External Investment Manager is accounted for as a portfolio investment of MSCC since the External Investment Manager conducts all of its investment management activities for parties outside of MSCC and its consolidated subsidiaries or their portfolio companies.

        During May 2012, Main Street entered into an investment sub-advisory agreement with HMS Adviser, LP ("HMS Adviser"), which is the investment advisor to HMS Income Fund, Inc. ("HMS Income"), a non-publicly traded BDC whose registration statement on Form N-2 was declared effective by the SEC in June 2012, to provide certain investment advisory services to HMS Adviser. In December 2013, after obtaining required no-action relief from the SEC to allow it to own a registered investment adviser, Main Street assigned the sub-advisory agreement to the External Investment Manager since the fees received from such arrangement could otherwise have negative consequences on MSCC's ability to meet the source-of-income requirement necessary for it to maintain its RIC tax treatment. Under the investment sub-advisory agreement, the External Investment Manager is entitled to 50% of the base management fee and the incentive fees earned by HMS Adviser under its advisory agreement with HMS Income. Based upon several fee waiver agreements with HMS Income and HMS Adviser, the External Investment Manager did not begin accruing the base management fee and incentive fees, if any, until January 1, 2014. Beginning January 1, 2015, the External Investment Manager conditionally agreed to waive a limited amount of the base management fee and incentive fees otherwise earned during the year ended December 31, 2015. During the three months ended March 31, 2015 and 2014, the External Investment Manager earned $1.4 million and $0.3 million, respectively, of management fees (net of fees waived, if any) under the sub-advisory agreement with HMS Adviser.

        The investment in the External Investment Manager is accounted for using fair value accounting, with the fair value determined by Main Street and approved, in good faith, by Main Street's Board of Directors. Main Street determines the fair value of the External Investment Manager using the Waterfall valuation method under the market approach (see further discussion in Note B.1.). Any change in fair value of the investment in the External Investment Manager is recognized on Main Street's consolidated statement of operations in "Net Change in Unrealized Appreciation (Depreciation)—Portfolio investments".

        The External Investment Manager has elected, for tax purposes, to be treated as a taxable entity, is not consolidated with Main Street for income tax purposes and is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. The External Investment Manager has elected to be treated as a taxable entity to enable it to receive fee income and to allow MSCC to continue to comply with the "source-income" requirements contained in the RIC tax provisions of the Code. The taxable income, or loss, of the External Investment Manager may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. The External Investment Manager provides for any income tax expense, or benefit, and any tax assets or liabilities in its separate financial statements.

        Main Street provides services to the External Investment Manager and charges the expenses necessary to perform these services to the External Investment Manager generally based on a combination of the direct time spent, new investment origination activity and assets under management, depending on the nature of the expense. For the three months ended March 31, 2015 and 2014, Main

F-86


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Street charged $0.8 million and $0.3 million of total expenses, respectively, to the External Investment Manager.

        Summarized financial information from the separate financial statements of the External Investment Manager as of March 31, 2015 and December 31, 2014 and for the three months ended March 31, 2015 and 2014 is as follows:

 
  As of
March 31,
  As of
December 31,
 
 
  2015   2014  
 
  (in thousands)
 

Cash

  $ 293   $ 130  

Accounts receivable—HMS Income

    1,433     1,120  

Total assets

  $ 1,726   $ 1,250  

Accounts Payable to MSCC and subsidiaries

  $ 827   $ 699  

Dividend Payable to MSCC

    399     253  

Taxes Payable

    500     298  

Equity

         

Total liabilities and equity

  $ 1,726   $ 1,250  

 

 
  Three Months
Ended
March 31,
  Three Months
Ended
March 31,
 
 
  2015   2014  
 
  (in thousands)
  (in thousands)
 

Management fee income

  $ 1,428   $ 291  

Expenses allocated from MSCC or its subsidiaries:

             

Salaries, share-based compensation and other personnel costs

    (567 )   (248 )

Other G&A expenses

    (260 )   (43 )

Total allocated expenses

    (827 )   (291 )

Pre-tax income

    601      

Tax expense

    (202 )    

Net income

  $ 399   $  

NOTE E—SBIC DEBENTURES

        SBIC debentures payable were $225.0 million at both March 31, 2015 and December 31, 2014, respectively. SBIC debentures provide for interest to be paid semi-annually, with principal due at the applicable 10-year maturity date of each debenture. The weighted-average annual interest rate on the SBIC debentures was 4.2%. as of both March 31, 2015 and December 31, 2014, respectively. The first principal maturity due under the existing SBIC debentures is in 2017, and the remaining weighted-average duration as of March 31, 2015 was approximately 6.3 years. For the three months ended March 31, 2015 and 2014, Main Street recognized interest expense attributable to the SBIC debentures of $2.5 million and $2.0 million, respectively. Main Street has incurred upfront leverage and other miscellaneous fees of approximately 3.4% of the debenture principal amount. In accordance with SBA

F-87


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

regulations, the Funds are precluded from incurring additional non-SBIC debt without the prior approval of the SBA. The Funds are subject to annual compliance examinations by the SBA. There have been no historical findings resulting from these examinations.

        As of March 31, 2015, the recorded value of the SBIC debentures was $223.5 million which consisted of (i) $73.7 million recorded at fair value, or $1.5 million less than the $75.2 million face value of the SBIC debentures held in MSC II, and (ii) $149.8 million reported at face value and held in MSMF. As of March 31, 2015, if Main Street had adopted the fair value option under ASC 825 for all of its SBIC debentures, Main Street estimates the fair value of its SBIC debentures would be approximately $209.4 million, or $15.6 million less than the $225.0 million face value of the SBIC debentures.

NOTE F—CREDIT FACILITY

        Main Street maintains the Credit Facility to provide additional liquidity to support its investment and operational activities. The Credit Facility includes total commitments of $572.5 million from a diversified group of fifteen lenders and matures in September 2019. The Credit Facility also contains an accordion feature which allows Main Street to increase the total commitments under the facility up to $650.0 million from new and existing lenders on the same terms and conditions as the existing commitments.

        Borrowings under the Credit Facility bear interest, subject to Main Street's election, on a per annum basis equal to (i) the applicable LIBOR rate (0.17% as of March 31, 2015) plus 2.00%, as long as Main Street maintains an investment grade rating (or 2.25% if Main Street does not maintain an investment grade rating) or (ii) the applicable base rate (Prime Rate of 3.25% as of March 31, 2015) plus 1.00%, as long as Main Street maintains an investment grade rating (or 1.25% if Main Street does not maintain an investment grade rating). Main Street pays unused commitment fees of 0.25% per annum on the unused lender commitments under the Credit Facility. The Credit Facility is secured by a first lien on the assets of MSCC and its subsidiaries, excluding the equity ownership and assets of the Funds and the External Investment Manager. The Credit Facility contains certain affirmative and negative covenants, including but not limited to: (i) maintaining a minimum availability of at least 10% of the borrowing base, (ii) maintaining an interest coverage ratio of at least 2.0 to 1.0, (iii) maintaining an asset coverage ratio of at least 1.5 to 1.0, and (iv) maintaining a minimum tangible net worth. The Credit Facility is provided on a revolving basis through its final maturity date in September 2019, and contains two, one-year extension options which could extend the final maturity by up to two years, subject to certain conditions, including lender approval.

        At March 31, 2015, Main Street had $164.0 million in borrowings outstanding under the Credit Facility. Main Street recognized interest expense related to the Credit Facility, including unused commitment fees and amortization of deferred loan costs, of $1.7 million and $1.8 million for the three months ended March 31, 2015 and 2014, respectively. As of March 31, 2015, the interest rate on the Credit Facility was 2.2%, and Main Street was in compliance with all financial covenants of the Credit Facility.

F-88


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

NOTE G—NOTES

        In April 2013, Main Street issued $92.0 million, including the underwriters full exercise of their option to purchase additional principal amounts to cover over-allotments, in aggregate principal amount of 6.125% Notes due 2023 (the "6.125% Notes"). The 6.125% Notes are unsecured obligations and rank pari passu with Main Street's current and future unsecured indebtedness; senior to any of its future indebtedness that expressly provides it is subordinated to the 6.125% Notes; effectively subordinated to all of its existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under its Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of its subsidiaries, including without limitation, the indebtedness of the Funds. The 6.125% Notes mature on April 1, 2023, and may be redeemed in whole or in part at any time or from time to time at Main Street's option on or after April 1, 2018. The 6.125% Notes bear interest at a rate of 6.125% per year payable quarterly on January 1, April 1, July 1 and October 1 of each year. The total net proceeds to Main Street from the 6.125% Notes, after underwriting discounts and estimated offering expenses payable by Main Street, were approximately $89.0 million. Main Street has listed the 6.125% Notes on the New York Stock Exchange under the trading symbol "MSCA". Main Street may from time to time repurchase the 6.125% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of March 31, 2015, the outstanding balance of the 6.125% Notes was $90.8 million. Main Street recognized interest expense related to the 6.125% Notes, including amortization of deferred loan costs, of $1.5 million for each of the three months ended March 31, 2015 and 2014, respectively.

        The indenture governing the 6.125% Notes (the "6.125% Notes Indenture") contains certain covenants, including covenants requiring Main Street's compliance with (regardless of whether Main Street is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring Main Street to provide financial information to the holders of the 6.125% Notes and the Trustee if Main Street ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the 6.125% Notes Indenture.

        In November 2014, Main Street issued $175.0 million in aggregate principal amount of 4.50% unsecured notes due 2019 (the "4.50% Notes") at an issue price of 99.53%. The 4.50% Notes are unsecured obligations and rank pari passu with Main Street's current and future unsecured indebtedness; senior to any of its future indebtedness that expressly provides it is subordinated to the 4.50% Notes; effectively subordinated to all of its existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under its Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of its subsidiaries, including without limitation, the indebtedness of the Funds. The 4.50% Notes mature on December 1, 2019, and may be redeemed in whole or in part at any time at Main Street's option subject to certain make whole provisions. The 4.50% Notes bear interest at a rate of 4.50% per year payable semi-annually on June 1 and December 1 of each year. The total net proceeds from the 4.50% Notes, resulting from the issue price and after underwriting discounts and estimated offering expenses payable by us, were approximately $171.2 million. Main Street may from time to time

F-89


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

repurchase the 4.50% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of March 31, 2015, the outstanding balance of the 4.50% Notes was $175.0 million. Main Street recognized interest expense related to the 4.50% Notes, including amortization of deferred loan costs, of $2.1 million for the three months ended March 31, 2015.

        The indenture governing the 4.50% Notes (the "4.50% Notes Indenture") contains certain covenants, including covenants requiring Main Street's compliance with (regardless of whether Main Street is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring Main Street to provide financial information to the holders of the 4.50% Notes and the Trustee if Main Street ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the 4.50% Notes Indenture.

NOTE H—FINANCIAL HIGHLIGHTS

 
  Three Months Ended
March 31,
 
 
  2015   2014  

Per Share Data:

             

NAV at the beginning of the period

  $ 20.85   $ 19.89  

Net investment income(1)

    0.51     0.52  

Net realized gain (loss)(1)(2)

    (0.05 )   0.04  

Net change in unrealized appreciation (depreciation)(1)(2)

    0.30     0.17  

Income tax provision(1)(2)

    0.01     (0.05 )

Net increase in net assets resulting from operations(1)

    0.77     0.68  

Dividends paid to stockholders from net investment income

    (0.51 )   (0.50 )

Dividends paid to stockholders from realized gains/losses

         

Total dividends paid

    (0.51 )   (0.50 )

Accretive effect of public stock offerings (issuing shares above NAV per share)

    0.71      

Accretive effect of DRIP issuance (issuing shares above NAV per share)

    0.02     0.03  

Other(3)

    0.03     0.04  

NAV at the end of the period

  $ 21.87   $ 20.14  

Market value at the end of the period

  $ 30.90   $ 32.86  

Shares outstanding at the end of the period

    49,564,361     39,945,148  

(1)
Based on weighted average number of common shares outstanding for the period.

(2)
Net realized gains or losses, net change in unrealized appreciation or depreciation, and income taxes can fluctuate significantly from period to period.

(3)
Includes the impact of the different share amounts as a result of calculating certain per share data based on the weighted average basic shares outstanding during the period and

F-90


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 
  Three Months Ended
March 31,
 
 
  2015   2014  
 
  (in thousands, except
percentages)

 

NAV at end of period

  $ 1,083,893   $ 804,407  

Average NAV

  $ 1,011,938   $ 798,470  

Average outstanding debt

  $ 722,820   $ 543,482  

Ratio of total expenses, including income tax expense, to average NAV(1)(2)

    1.32 %   1.47 %

Ratio of operating expenses to average NAV(1)

    1.35 %   1.26 %

Ratio of operating expenses, excluding interest expense, to average NAV(1)

    0.58 %   0.60 %

Ratio of net investment income to average NAV(1)

    2.32 %   2.60 %

Portfolio turnover ratio

    4.30 %   8.21 %

Total investment return(3)

    7.49 %   1.97 %

Total return based on change in NAV(4)

    3.77 %   3.44 %

(1)
Total expenses are the sum of operating expenses and net income tax expense provision/benefit. Net income tax expense provision/benefit includes the accrual of net deferred tax expense provision/benefit on the net unrealized appreciation/depreciation on portfolio investments held in Taxable Subsidiaries and due to the change in net operating loss carryforwards, which are non-cash in nature and may vary significantly from period to period. Main Street is required to include net deferred tax expense provision/benefit in calculating its total expenses even though these net deferred taxes are not currently payable/receivable.

(2)
Not annualized.

(3)
Total investment return based on purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by Main Street's dividend reinvestment plan during the period. The return does not reflect sales load.

(4)
Total return based on change in net asset value was calculated using the sum of ending net asset value plus dividends to stockholders and other non-operating changes during the period, as divided by the beginning net asset value.

F-91


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

NOTE I—DIVIDENDS, DISTRIBUTIONS AND TAXABLE INCOME

        Main Street paid regular monthly dividends of $0.170 per share for each month of January through March 2015, totaling $23.0 million, or $0.510 per share for the three months ended March 31, 2015. The first quarter 2015 regular monthly dividends represent a 3% increase from the regular monthly dividends paid for the first quarter of 2014. During the first quarter 2015, Main Street declared and accrued a $0.175 per share regular monthly dividend that was paid in April 2015. For the three months ended March 31, 2014, Main Street paid total regular monthly dividends of $19.7 million, or $0.495 per share.

        MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC's taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its investment company taxable income to qualify for pass-through tax treatment and maintain its RIC status. As part of maintaining RIC status, undistributed taxable income (subject to a 4% U.S Federal excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared prior to the filing of the U.S federal income tax return for the applicable fiscal year.

        The determination of the tax attributes for Main Street's distributions is made annually, based upon its taxable income for the full year and distributions paid for the full year. Therefore, a determination made on an interim basis may not be representative of the actual tax attributes of distributions for a full year. Ordinary dividend distributions from a RIC do not qualify for the 20% maximum tax rate (plus a 3.8% Medicare surtax, if applicable) on dividend income from domestic corporations and qualified foreign corporations, except to the extent that the RIC received the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations. The tax attributes for distributions will generally include both ordinary income and capital gains, but may also include qualified dividends or return of capital.

F-92


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        Listed below is a reconciliation of "Net increase in net assets resulting from operations" to taxable income and to total distributions declared to common stockholders for the three months ended March 31, 2015 and 2014.

 
  Three Months Ended
March 31,
 
 
  2015   2014  
 
  (estimated, amounts in
thousands)

 

Net increase in net assets resulting from operations

  $ 35,424   $ 27,234  

Book tax difference share-based compensation expense

    1,090     853  

Net change in unrealized appreciation

    (13,762 )   (6,717 )

Income tax provision (benefit)

    (291 )   1,665  

Pre-tax book (income) loss not consolidated for tax purposes

    1,376     (470 )

Book income and tax income differences, including debt origination, structuring fees, dividends, realized gains and changes in estimates

    (601 )   (186 )

Estimated taxable income(1)

    23,236     22,379  

Taxable income earned in prior year and carried forward for distribution in current year

    38,638     37,046  

Taxable income earned prior to period end and carried forward for distribution next period

    (46,527 )   (46,259 )

Dividend payable as of period end and paid in the following period

    8,674     6,591  

Total distributions accrued or paid to common stockholders

  $ 24,021   $ 19,757  

(1)
Main Street's taxable income for each period is an estimate and will not be finally determined until the company files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate.

        The Taxable Subsidiaries hold certain portfolio investments for Main Street. The Taxable Subsidiaries permit Main Street to hold equity investments in portfolio companies which are "pass-through" entities for tax purposes and to continue to comply with the "source-income" requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with Main Street for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in Main Street's consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in Main Street's consolidated financial statements.

F-93


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        As previously discussed (see above in Note A.2.), MSCC's wholly owned subsidiary MSCP is included in Main Street's consolidated financial statements for financing reporting purposes. For tax purposes, MSCP has elected to be treated as a taxable entity, and therefore is not consolidated with MSCC for income tax purposes and is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. The taxable income, or loss, of MSCP may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in Main Street's consolidated financial statements.

        The income tax expense, or benefit, and the related tax assets and liabilities, generated by the Taxable Subsidiaries and MSCP, if any, are reflected in Main Street's consolidated financial statements. For the three months ended March 31, 2015, Main Street recognized a net income tax benefit of $0.3 million which principally consisted of a deferred tax benefit of $0.7 million, partially offset by $0.4 million of accruals for current U.S. federal income and excise taxes, state and other taxes. The deferred tax benefit is primarily the result of net unrealized depreciation on the portfolio investments held in the Taxable Subsidiaries. For the three months ended March 31, 2014, Main Street recognized a net income tax provision of $1.7 million which principally consisted of deferred taxes of $1.0 million, primarily as a result of net unrealized appreciation on the portfolio investments held in the Taxable Subsidiaries and other taxes of $0.7 million, which includes a $0.2 million accrual for excise tax on MSCC's estimated spillover taxable income and $0.5 million related to accruals for state and other taxes.

        The net deferred tax liability at March 31, 2015 and December 31, 2014 was $8.6 million and $9.2 million, respectively, primarily related to timing differences from net unrealized appreciation of portfolio investments held by the Taxable Subsidiaries, partially offset by net loss carryforwards (primarily resulting from historical realized losses on portfolio investments held by the Taxable Subsidiaries), basis differences of portfolio investments held by the Taxable Subsidiaries which are "pass-through" entities for tax purposes and excess deductions resulting from the restricted stock plans (see further discussion in Note L).

        In accordance with the realization requirements of ASC 718, Compensation—Stock Compensation, Main Street uses tax law ordering when determining when tax benefits related to equity compensation greater than equity compensation recognized for financial reporting should be realized. For the three months ended March 31, 2015, Main Street realized no increase to paid-in capital due to tax deductions related to equity compensation greater than equity compensation recognized for financial reporting compared to $0.3 million for the corresponding period in 2014. Additional paid-in capital increases of $1.8 million will be recognized in future periods when such tax benefits are ultimately realized by reducing taxes payable.

NOTE J—COMMON STOCK

        During March 2015, Main Street completed a public equity offering of 4,370,000 shares of common stock, including the underwriters' full exercise of their option to purchase 570,000 additional shares, resulting in total net proceeds, including exercise of the underwriters' option to purchase additional shares and after deducting underwriting discounts and estimated offering expenses payable by Main Street, of approximately $127.8 million.

F-94


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        During April 2014, Main Street completed a follow-on public equity offering of 4,600,000 shares of common stock, including the underwriters' full exercise of their option to purchase 600,000 additional shares, at a price to the public of $31.50 per share, resulting in total net proceeds, including exercise of the underwriters' option to purchase additional shares and after deducting underwriting discounts and estimated offering expenses payable by Main Street, of approximately $139.7 million.

NOTE K—DIVIDEND REINVESTMENT PLAN ("DRIP")

        Main Street's DRIP provides for the reinvestment of dividends on behalf of its stockholders, unless a stockholder has elected to receive dividends in cash. As a result, if Main Street declares a cash dividend, the company's stockholders who have not "opted out" of the DRIP by the dividend record date will have their cash dividend automatically reinvested into additional shares of MSCC common stock. The share requirements of the DRIP may be satisfied through the issuance of shares of common stock or through open market purchases of common stock. Newly issued shares will be valued based upon the final closing price of MSCC's common stock on the valuation date determined for each dividend by Main Street's Board of Directors. Shares purchased in the open market to satisfy the DRIP requirements will be valued based upon the average price of the applicable shares purchased, before any associated brokerage or other costs. Main Street's DRIP is administered by its transfer agent on behalf of Main Street's record holders and participating brokerage firms. Brokerage firms and other financial intermediaries may decide not to participate in Main Street's DRIP but may provide a similar dividend reinvestment plan for their clients.

        For the three months ended March 31, 2015, $3.5 million of the total $23.0 million in dividends paid to stockholders represented DRIP participation. During this period, the DRIP participation requirements were satisfied with the issuance of 116,330 newly issued shares and with the purchase of 3,131 shares of common stock in the open market. For the three months ended March 31, 2014, $3.2 million of the total $19.7 million in dividends paid to stockholders represented DRIP participation. During this period, the DRIP participation requirements were satisfied with the issuance of 93,328 newly issued shares. The shares disclosed above relate only to Main Street's DRIP and exclude any activity related to broker-managed dividend reinvestment plans.

NOTE L—SHARE-BASED COMPENSATION

        Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, Main Street measured the grant date fair value based upon the market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.

        Main Street's Board of Directors approves the issuance of shares of restricted stock to Main Street employees pursuant to the Main Street Capital Corporation 2008 Equity Incentive Plan. These shares generally vest over a four-year period from the grant date. The fair value is expensed over the service period, starting on the grant date. The following table summarizes the restricted stock issuances

F-95


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

approved by Main Street's Board of Directors, net of shares forfeited, and the remaining shares of restricted stock available for issuance as of March 31, 2015.

Restricted stock authorized under the plan

    2,000,000  

Less net restricted stock (granted)/forfeited on:

       

July 1, 2008

    (245,645 )

July 1, 2009

    (98,993 )(1)

July 1, 2010

    (149,357 )

June 20, 2011

    (116,909 )(1)

June 20, 2012

    (130,196 )(1)

Quarter ended December 31, 2012

    (12,476 )

Quarter ended March 31, 2013

    (725 )(1)

Quarter ended June 30, 2013

    (236,852 )(1)

Quarter ended September 30, 2013

    (12,688 )(1)

Quarter ended December 31, 2013

    (61 )(1)

Quarter ended March 31, 2014

    (397 )

Quarter ended June 30, 2014

    (209,130 )(1)

Quarter ended September 30, 2014

    (13,570 )

Quarter ended March 31, 2015

    (683 )

Restricted stock available for issuance as of March 31, 2015

    772,318  

(1)
Shares indicated are net of forfeited shares.

        As of March 31, 2015, the following table summarizes the restricted stock issued to Main Street's independent directors and the remaining shares of restricted stock available for issuance pursuant to the Main Street Capital Corporation 2008 Non-Employee Director Restricted Stock Plan. These shares are granted upon appointment or election to the board and vest on the day immediately preceding the annual meeting of stockholders following the respective grant date and are expensed over such service period.

Restricted stock authorized under the plan

    200,000  

Less restricted stock granted on:

       

July 1, 2008

    (20,000 )

July 1, 2009

    (8,512 )

July 1, 2010

    (7,920 )

June 20, 2011

    (6,584 )

August 3, 2011

    (1,658 )

June 20, 2012

    (5,060 )

June 13, 2013

    (4,304 )

August 6, 2013

    (980 )

May 29, 2014

    (4,775 )

Restricted stock available for issuance as of March 31, 2015

    140,207  

        For the three months ended March 31, 2015 and 2014, Main Street recognized total share-based compensation expense of $1.3 million and $0.9 million, respectively, related to the restricted stock issued to Main Street employees and independent directors.

F-96


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        As of March 31, 2015, there was $9.7 million of total unrecognized compensation expense related to Main Street's non-vested restricted shares. This compensation expense is expected to be recognized over a remaining weighted-average period of approximately 2.7 years as of March 31, 2015.

NOTE M—COMMITMENTS AND CONTINGENCIES

        At March 31, 2015, Main Street had a total of $153.1 million in outstanding commitments comprised of (i) 30 investments with commitments to fund revolving loans that had not been fully drawn or term loans with additional commitments not yet funded and (ii) six investments with capital commitments that had not been fully called.

        Main Street may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may try to impose liability on Main Street in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, Main Street does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on Main Street's financial condition or results of operations in any future reporting period.

NOTE N—RELATED PARTY TRANSACTIONS

        As discussed further in Note D, the External Investment Manager is treated as a wholly owned portfolio company of MSCC and is included as part of Main Street's Investment Portfolio. At March 31, 2015, Main Street had a receivable of $1.2 million due from the External Investment Manager which included approximately $0.8 million related to operating expenses incurred by the MSCC or its subsidiaries required to support the External Investment Manager's business, along with dividends declared but not paid by the External Investment Manager of approximately $0.4 million.

        In June 2013, Main Street adopted a deferred compensation plan for the non-employee members of its board of directors, which allows the directors at their option to defer all or a portion of the fees paid for their services as directors and have such deferred fees paid in shares of Main Street common stock within 90 days following the termination of a participant's service as a director. As of March 31, 2015, $0.6 million of directors' fees had been deferred under this plan. These deferred fees represented 18,672 shares of Main Street common shares. These shares will not be issued or included as outstanding on the consolidated statement of changes in net assets until each applicable participant's end of service as a director, but are included in operating expenses and weighted-average shares outstanding on Main Street's consolidated statement of operations as earned.

NOTE O—SUBSEQUENT EVENTS

        In April 2015, Main Street declared a semi-annual supplemental cash dividend of $0.275 per share payable in June 2015. The semi-annual supplemental dividend is unchanged from the semi-annual supplemental dividend paid in June 2014. This supplemental cash dividend is in addition to the previously announced regular monthly cash dividends that Main Street declared for the second quarter of 2015 of $0.175 per share for each of April, May and June 2015.

        In April 2015, Main Street fully exited its investment in California Healthcare Medical Billing, Inc. ("CHMB"), a provider of outsourced medical billing, revenue cycle management, practice management and electronic health record (EHR) solutions to physicians, clinics, hospitals and health systems

F-97


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

throughout the United States. Main Street made its initial investment in CHMB in October 2008, and realized a gain of approximately $3.3 million on the redemption of its equity and warrant positions by CHMB.

        In April 2015, Main Street amended the Credit Facility to increase total commitments from $572.5 million to $597.5 million and increase the accordion feature of the Credit Facility from $650.0 million to $750.0 million. The $25.0 million increase in total commitments was the result of a commitment increase by one of the existing lenders in the facility. The recent increase in total commitments was executed under the accordion feature of the Credit Facility which allows for an increase in total commitments under the facility up to $750.0 million from new and existing lenders on the same terms and conditions as the existing commitments.

        In May 2015, Main Street declared regular monthly dividends of $0.175 per share for each month of July, August and September of 2015. These regular monthly dividends equal a total of $0.525 per share for the third quarter of 2015 and represent a 6.1% increase from the regular monthly dividends declared for the third quarter of 2014. Including the regular monthly dividends declared for the third quarter of 2015 and the semi-annual supplemental dividend payable in June 2015, Main Street will have paid $15.065 per share in cumulative dividends since its October 2007 initial public offering.

F-98


Table of Contents

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders' of
Main Street Capital Corporation

        We have audited the accompanying consolidated balance sheets of Main Street Capital Corporation (a Maryland corporation) and subsidiaries ("the Company"), including the consolidated schedule of investments, as of December 31, 2014 and 2013 and the related consolidated statements of operations, changes in net assets and cash flows for each of three years in the period ended December 31, 2014 and the financial highlights (see Note I) for each of the five years in the period ended December 31, 2014. These financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included verification by confirmation of securities as of December 31, 2014 and 2013, by correspondence with the portfolio companies and custodians, or by other appropriate auditing procedures where replies where not received. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Main Street Capital Corporation and subsidiaries as of December 31, 2014 and 2013 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, and the financial highlights for each of the five years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2014, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 27, 2015 (not separately included herein), expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

/s/ GRANT THORNTON LLP

Dallas, Texas
February 27, 2015

F-99


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Balance Sheets

(in thousands, except shares and per share amounts)

 
  December 31,
2014
  December 31,
2013
 

ASSETS

 

Portfolio investments at fair value:

   
 
   
 
 

Control investments (cost: $342,847 and $277,411 as of December 31, 2014 and December 31, 2013, respectively)

  $ 469,846   $ 356,973  

Affiliate investments (cost: $266,243 and $242,592 as of December 31, 2014 and December 31, 2013, respectively)

    278,675     268,113  

Non-Control/Non-Affiliate investments (cost: $832,312 and $643,068 as of December 31, 2014 and December 31, 2013, respectively)

    814,809     661,102  

Total portfolio investments (cost: $1,441,402 and $1,163,071 as of December 31, 2014 and December 31, 2013, respectively)

    1,563,330     1,286,188  

Marketable securities and idle funds investments (cost: $10,604 and $14,885 as of December 31, 2014 and December 31, 2013, respectively)

    9,067     13,301  

Total investments (cost: $1,452,006 and $1,177,956 as of December 31, 2014 and December 31, 2013, respectively)

    1,572,397     1,299,489  

Cash and cash equivalents

    60,432     34,701  

Interest receivable and other assets

    23,273     16,054  

Receivable for securities sold

    23,133      

Deferred financing costs (net of accumulated amortization of $6,462 and $4,722 as of December 31, 2014 and December 31, 2013, respectively)

    14,550     9,931  

Total assets

  $ 1,693,785   $ 1,360,175  

LIABILITIES

 

Credit facility

 
$

218,000
 
$

237,000
 

SBIC debentures (par: $225,000 as of December 31, 2014 and $200,200 as of December 31, 2013, par of $75,200 is recorded at a fair value of $72,981 and $62,050 as of December 31, 2014 and December 31, 2013, respectively)

    222,781     187,050  

4.50% Notes

    175,000      

6.125% Notes

    90,823     90,882  

Payable for securities purchased

    14,773     27,088  

Deferred tax liability, net

    9,214     5,940  

Dividend payable

    7,663     6,577  

Accounts payable and other liabilities

    10,701     10,549  

Interest payable

    4,848     2,556  

Total liabilities

    753,803     567,642  

Commitments and contingencies (Note N)

   
 
   
 
 

NET ASSETS

   
 
   
 
 

Common stock, $0.01 par value per share (150,000,000 shares authorized; 45,079,150 and 39,852,604 shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively)

   
451
   
398
 

Additional paid-in capital

    853,606     694,981  

Accumulated net investment income, net of cumulative dividends of $293,789 and $199,140 as of December 31, 2014 and December 31, 2013, respectively

    23,665     22,778  

Accumulated net realized gain from investments (accumulated net realized gain from investments of $40,321 before cumulative dividends of $60,777 as of December 31, 2014 and accumulated net realized gain from investments of $17,115 before cumulative dividends of $43,449 as of December 31, 2013)

    (20,456 )   (26,334 )

Net unrealized appreciation, net of income taxes

    82,716     100,710  

Total net assets

    939,982     792,533  

Total liabilities and net assets

  $ 1,693,785   $ 1,360,175  

NET ASSET VALUE PER SHARE

  $ 20.85   $ 19.89  

   

The accompanying notes are an integral part of these financial statements

F-100


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Operations

(in thousands, except per share amounts)

 
  Twelve Months Ended December 31,  
 
  2014   2013   2012  

INVESTMENT INCOME:

                   

Interest, fee and dividend income:

                   

Control investments

  $ 40,122   $ 34,502   $ 24,752  

Affiliate investments

    26,151     23,573     20,340  

Non-Control/Non-Affiliate investments

    73,666     57,083     43,766  

Interest, fee and dividend income

    139,939     115,158     88,858  

Interest, fee and dividend income from marketable securities and idle funds

    824     1,339     1,662  

Total investment income

    140,763     116,497     90,520  

EXPENSES:

                   

Interest

    (23,589 )   (20,238 )   (15,631 )

Compensation

    (12,337 )   (8,560 )    

General and administrative

    (7,134 )   (4,877 )   (2,330 )

Share-based compensation

    (4,215 )   (4,210 )   (2,565 )

Expenses charged to the External Investment Manager

    2,048          

Expenses reimbursed to Internal Investment Manager

        (3,189 )   (10,669 )

Total expenses

    (45,227 )   (41,074 )   (31,195 )

NET INVESTMENT INCOME

    95,536     75,423     59,325  

NET REALIZED GAIN (LOSS):

   
 
   
 
   
 
 

Control investments

    (10 )   8,669     (1,940 )

Affiliate investments

    12,019     981     16,215  

Non-Control/Non-Affiliate investments

    11,257     (2,705 )   865  

Marketable securities and idle funds investments

    (60 )   332     1,339  

SBIC debentures

        (4,775 )    

Total net realized gain (loss)

    23,206     2,502     16,479  

NET REALIZED INCOME

    118,742     77,925     75,804  

NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION):

   
 
   
 
   
 
 

Portfolio investments

    (824 )   16,155     44,704  

Marketable securities and idle funds investments

    48     (1,652 )   (240 )

SBIC debentures

    (10,931 )   4,392     (4,751 )

Investment in affiliated Investment Manager

            (253 )

Total net change in unrealized appreciation (depreciation)

    (11,707 )   18,895     39,460  

INCOME TAXES:

                   

Federal and state income, excise and other taxes

    (3,013 )   (3,556 )   (2,818 )

Deferred taxes

    (3,274 )   3,591     (8,002 )

Income tax benefit (provision)

    (6,287 )   35     (10,820 )

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

    100,748     96,855     104,444  

Noncontrolling interest

            (54 )

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ATTRIBUTABLE TO COMMON STOCK

  $ 100,748   $ 96,855   $ 104,390  

NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED

  $ 2.20   $ 2.06   $ 2.01  

NET REALIZED INCOME PER SHARE—BASIC AND DILUTED

  $ 2.73   $ 2.13   $ 2.56  

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ATTRIBUTABLE TO COMMON STOCK PER SHARE—BASIC AND DILUTED

  $ 2.31   $ 2.65   $ 3.53  

DIVIDENDS PAID PER SHARE:

                   

Regular monthly dividends

  $ 1.995   $ 1.860   $ 1.71  

Supplemental dividends

    0.550     0.800      

Total dividends

  $ 2.545   $ 2.660   $ 1.71  

WEIGHTED AVERAGE SHARES OUTSTANDING—BASIC AND DILUTED

    43,522,397     36,617,850     29,540,114  

   

The accompanying notes are an integral part of these financial statements

F-101


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Changes in Net Assets

(in thousands, except shares)

 
  Common Stock    
   
  Accumulated
Net Realized
Gain From
Investments,
Net of Dividends
  Net Unrealized
Appreciation from
Investments,
Net of Income
Taxes
   
 
 
   
  Accumulated
Net Investment
Income, Net
of Dividends
   
 
 
  Number of
Shares
  Par
Value
  Additional
Paid-In
Capital
  Total Net
Asset Value
 

Balances at December 31, 2011

    26,714,384   $ 267   $ 360,164   $ 12,531   $ (20,445 ) $ 53,194   $ 405,711  

Public offering of common stock, net of offering costs

    7,187,500     72     169,874                 169,946  

MSC II noncontrolling interest acquisition

    229,634     2     5,328                 5,330  

Adjustment to investment in Investment Manager related to MSC II noncontrolling interest acquisition

            (1,616 )               (1,616 )

Share-based compensation

            2,565                 2,565  

Purchase of vested stock for employee payroll tax withholding

    (43,503 )       (1,096 )               (1,096 )

Dividend reinvestment

    349,960     3     8,919                 8,922  

Issuance of restricted stock

    151,509     2     (2 )                

Distributions to noncontrolling interest

                             

Dividends to stockholders

                (35,987 )   (15,189 )       (51,176 )

Net increase resulting from operations

                59,325     16,479     28,640     104,444  

Noncontrolling interest

                        (54 )   (54 )

Balances at December 31, 2012

    34,589,484   $ 346   $ 544,136   $ 35,869   $ (19,155 ) $ 81,780   $ 642,976  

Balances at December 31, 2012

    34,589,484   $ 346   $ 544,136   $ 35,869   $ (19,155 ) $ 81,780   $ 642,976  

Public offering of common stock, net of offering costs

    4,600,000     46     131,407                 131,453  

Share-based compensation

            4,210                 4,210  

Purchase of vested stock for employee payroll tax withholding

    (62,025 )   (1 )   (1,764 )               (1,765 )

Dividend reinvestment

    433,218     4     13,622                 13,626  

Issuance of restricted stock

    275,145     3     (3 )                

Consolidation of Internal Investment Manager

            2,037                 2,037  

Issuances of common stock

    18,125         578                 578  

Other

    (1,343 )       758                 758  

Dividends to stockholders

                (83,739 )   (14,456 )       (98,195 )

Net increase resulting from operations

                70,648     7,277     18,930     96,855  

Balances at December 31, 2013

    39,852,604   $ 398   $ 694,981   $ 22,778   $ (26,334 ) $ 100,710   $ 792,533  

Balances at December 31, 2013

    39,852,604   $ 398   $ 694,981   $ 22,778   $ (26,334 ) $ 100,710   $ 792,533  

Public offering of common stock, net of offering costs

    4,600,000     46     139,651                 139,697  

Share-based compensation

            4,215                 4,215  

Purchase of vested stock for employee payroll tax withholding

    (46,955 )       (1,495 )               (1,495 )

Dividend reinvestment

    468,417     5     14,951                 14,956  

Amortization of directors' deferred compensation

            297                 297  

Issuance of restricted stock

    241,578     2     (2 )                

Tax benefit related to vesting of restricted shares

            1,008                 1,008  

Forfeited shares of terminated employees

    (36,494 )                        

Dividends to stockholders

                (94,649 )   (17,328 )       (111,977 )

Net increase (loss) resulting from operations

                95,536     23,206     (17,994 )   100,748  

Balances at December 31, 2014

    45,079,150   $ 451   $ 853,606   $ 23,665   $ (20,456 ) $ 82,716   $ 939,982  

   

The accompanying notes are an integral part of these financial statements

F-102


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Cash Flows

(in thousands)

 
  Twelve Months Ended December 31,  
 
  2014   2013   2012  

CASH FLOWS FROM OPERATING ACTIVITIES

                   

Net increase in net assets resulting from operations

  $ 100,748   $ 96,855   $ 104,444  

Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:

                   

Investments in portfolio companies

    (831,192 )   (767,457 )   (639,776 )

Proceeds from sales and repayments of debt investments in portfolio companies

    512,084     446,042     400,017  

Proceeds from sales of equity investments in portfolio companies           

    42,585     18,991     35,106  

Investments in marketable securities and idle funds investments           

    (22,691 )   (54,011 )   (14,379 )

Proceeds from sales and repayments of marketable securities and idle funds investments

    26,958     51,662     34,504  

Net change in unrealized appreciation (depreciation)

    11,707     (18,895 )   (39,460 )

Net realized (gain) loss

    (23,206 )   (2,502 )   (16,479 )

Accretion of unearned income

    (10,491 )   (10,881 )   (12,409 )

Payment-in-kind interest

    (4,685 )   (5,041 )   (4,425 )

Cumulative dividends

    (1,815 )   (1,377 )   (315 )

Share-based compensation expense

    4,215     4,210     2,565  

Amortization of deferred financing costs

    1,740     1,519     1,036  

Deferred taxes

    3,274     (3,591 )   8,002  

Changes in other assets and liabilities:

                   

Interest receivable and other assets

    (6,686 )   87     2,681  

Interest payable

    2,292     (1,006 )   (422 )

Payable to Internal Investment Manager

        (3,960 )   (765 )

Accounts payable and other liabilities

    1,817     5,137     1,941  

Deferred fees and other

    2,428     3,512     2,475  

Net cash used in operating activities

    (190,918 )   (240,706 )   (135,659 )

CASH FLOWS FROM FINANCING ACTIVITIES

   
 
   
 
   
 
 

Proceeds from public offering of common stock, net of offering costs

    139,697     131,453     169,946  

Proceeds from public offering of 6.125% Notes

        92,000      

Repurchases of 6.125% Notes

    (59 )   (1,108 )    

Proceeds from public offering of 4.50% Notes

    175,000          

Dividends paid to stockholders

    (95,935 )   (83,180 )   (39,922 )

Proceeds from issuance of SBIC debentures

    24,800     39,000     21,000  

Repayments of SBIC debentures

        (63,800 )   (16,000 )

Proceeds from credit facility

    491,000     460,000     311,000  

Repayments on credit facility

    (510,000 )   (355,000 )   (286,000 )

Payment of deferred loan costs and SBIC debenture fees

    (6,359 )   (6,288 )   (2,201 )

Other

    (1,495 )   (1,187 )   (1,297 )

Net cash provided by financing activities

    216,649     211,890     156,526  

Net increase (decrease) in cash and cash equivalents

    25,731     (28,816 )   20,867  

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

    34,701     63,517     42,650  

CASH AND CASH EQUIVALENTS AT END OF PERIOD

  $ 60,432   $ 34,701   $ 63,517  

Supplemental cash flow disclosures:

                   

Interest paid

  $ 19,559   $ 19,760   $ 15,017  

Taxes paid

  $ 4,152   $ 2,431   $ 798  

Non-cash financing activities:

                   

Shares issued pursuant to the DRIP

  $ 14,956   $ 13,627   $ 8,922  

   

The accompanying notes are an integral part of these financial statements

F-103


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Control Investments(5)

 

 

 

 

                   

ASC Interests, LLC

 

Recreational and Educational Shooting Facility

 

 

   
 
   
 
   
 
 

     

11% Secured Debt (Maturity—July 31, 2018)

    3,000     2,954     3,000  

     

Member Units (1,500 units)(8)

          1,500     1,970  

                  4,454     4,970  

Bond-Coat, Inc.

 

Casing and Tubing Coating Services

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—December 28, 2017)

    13,570     13,446     13,570  

     

Common Stock (57,508 shares)

          6,350     11,210  

                  19,796     24,780  

Café Brazil, LLC

 

Casual Restaurant Group

 

 

   
 
   
 
   
 
 

     

Member Units (1,233 units)(8)

          1,742     6,980  

California Healthcare Medical Billing, Inc.

 

Outsourced Billing and Revenue Cycle Management

 

 

   
 
   
 
   
 
 

     

9% Secured Debt (Maturity—October 17, 2016)

    8,703     8,568     8,703  

     

Warrants (466,947 equivalent shares)

          1,193     3,480  

     

Common Stock (207,789 shares)

          1,177     1,460  

                  10,938     13,643  

CBT Nuggets, LLC

 

Produces and Sells IT Training Certification Videos

 

 

   
 
   
 
   
 
 

     

Member Units (416 units)(8)

          1,300     27,200  

Ceres Management, LLC (Lambs Tire & Automotive)

 

Aftermarket Automotive Services Chain

 

 

   
 
   
 
   
 
 

     

14% Secured Debt (Maturity—May 31, 2018)

    3,916     3,916     3,916  

     

Class B Member Units (12% cumulative)(8)

          4,048     4,048  

     

Member Units (5,460 units)

          5,273     2,510  

     

9.5% Secured Debt (Lamb's Real Estate Investment I, LLC) (Maturity—October 1, 2025)

    968     968     968  

     

Member Units (Lamb's Real Estate Investment I, LLC) (1,000 units)(8)

          625     1,240  

                  14,830     12,682  

Datacom, LLC

 

Technology and Telecommunications Provider

 

 

   
 
   
 
   
 
 

     

10.5% Secured Debt (Maturity—May 31, 2019)

    11,205     11,103     11,103  

     

Member Units (6,453 units)

          6,030     6,030  

                  17,133     17,133  

F-104


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Garreco, LLC

 

Manufacturer and Supplier of Dental Products

 

 

                   

     

14% Secured Debt (Maturity—January 12, 2018)

    5,400     5,320     5,320  

     

Member Units (1,200 units)(8)

          1,200     1,360  

                  6,520     6,680  

GRT Rubber Technologies LLC

 

Engineered Rubber Product Manufacturer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—December 19, 2019)(9)

    16,750     16,585     16,585  

     

Member Units (5,879 units)

          13,065     13,065  

                  29,650     29,650  

Gulf Manufacturing, LLC

 

Manufacturer of Specialty Fabricated Industrial Piping Products

 

 

   
 
   
 
   
 
 

     

9% PIK Secured Debt (Ashland Capital IX, LLC) (Maturity—June 30, 2017)

    744     744     744  

     

Member Units (438 units)(8)

          2,980     16,540  

                  3,724     17,284  

Harrison Hydra-Gen, Ltd.

 

Manufacturer of Hydraulic Generators

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—June 4, 2015)

    5,487     5,409     5,487  

     

Preferred Stock (8% cumulative)(8)

          1,260     1,260  

     

Common Stock (105,880 shares)

          718     1,830  

                  7,387     8,577  

Hawthorne Customs and Dispatch Services, LLC

 

Facilitator of Import Logistics, Brokerage, and Warehousing

 

 

   
 
   
 
   
 
 

     

Member Units (500 units)(8)

          589     370  

     

Member Units (Wallisville Real Estate, LLC) (588,210 units)(8)

          1,215     2,220  

                  1,804     2,590  

Hydratec, Inc.

 

Designer and Installer of Micro-Irrigation Systems

 

 

   
 
   
 
   
 
 

     

Common Stock (7,095 shares)(8)

          7,095     13,720  

IDX Broker, LLC

 

Provider of Marketing and CRM Tools for the Real Estate Industry

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.50% (Floor 1.50%), Current Coupon 8.00%, Secured Debt (Maturity—November 18, 2018)(9)

    125     125     125  

     

12.5% Secured Debt (Maturity—November 18, 2018)

    10,571     10,483     10,571  

     

Member Units (5,029 units)

          5,029     5,450  

                  15,637     16,146  

F-105


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Impact Telecom, Inc.

 

Telecommunications Services Provider

 

 

                   

     

LIBOR Plus 6.50% (Floor 2.00%), Current Coupon 8.50%, Secured Debt (Maturity—May 31, 2018)(9)

    1,575     1,569     1,569  

     

13% Secured Debt (Maturity—May 31, 2018)

    22,500     15,515     15,515  

     

Warrants (5,516,667 equivalent shares)

          8,000     4,160  

                  25,084     21,244  

Indianapolis Aviation Partners, LLC

 

Fixed Base Operator

 

 

   
 
   
 
   
 
 

     

15% Secured Debt (Maturity—January 15, 2015)

    3,100     3,100     3,100  

     

Warrants (1,046 equivalent units)

          1,129     2,540  

                  4,229     5,640  

Jensen Jewelers of Idaho, LLC

 

Retail Jewelry Store

 

 

   
 
   
 
   
 
 

     

Prime Plus 6.75% (Floor 3.25%), Current Coupon 10.00%, Secured Debt (Maturity—November 14, 2016)(9)

    3,655     3,618     3,655  

     

Member Units (627 units)(8)

          811     3,580  

                  4,429     7,235  

Lighting Unlimited, LLC

 

Commercial and Residential Lighting Products and Design Services

 

 

   
 
   
 
   
 
 

     

8% Secured Debt (Maturity—August 22, 2015)

    1,550     1,550     1,550  

     

Preferred Equity (non-voting)

          439     439  

     

Warrants (71 equivalent units)

          54     40  

     

Member Units (700 units)(8)

          100     360  

                  2,143     2,389  

Marine Shelters Holdings, LLC (LoneStar Marine Shelters)

 

Fabricator of Marine and Industrial Shelters

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—December 28, 2017)

    10,250     10,112     10,112  

     

Preferred Member Units (2,669 units)

          3,750     3,750  

                  13,862     13,862  

Mid-Columbia Lumber Products, LLC

 

Manufacturer of Finger-Jointed Lumber Products

 

 

   
 
   
 
   
 
 

     

10% Secured Debt (Maturity—December 18, 2017)

    1,750     1,750     1,750  

     

12% Secured Debt (Maturity—December 18, 2017)

    3,900     3,900     3,900  

     

Member Units (2,829 units)(8)

          1,244     10,180  

     

9.5% Secured Debt (Mid—Columbia Real Estate, LLC) (Maturity—May 13, 2025)

    927     927     927  

     

Member Units (Mid—Columbia Real Estate, LLC) (250 units)(8)

          250     550  

                  8,071     17,307  

MSC Adviser I, LLC(16)

 

Third Party Investment Advisory Services

 

 

   
 
   
 
   
 
 

     

Member Units (Fully diluted 100.0%)(8)

              15,580  

F-106


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Mystic Logistics, Inc

 

Logistics and Distribution Services Provider for Large Volume Mailers

 

 

                   

     

12% Secured Debt (Maturity—August 15, 2019)

    10,000     9,790     9,790  

     

Common Stock (5,873 shares)

          2,720     2,720  

                  12,510     12,510  

NAPCO Precast, LLC

 

Precast Concrete Manufacturing

 

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—September 1, 2015)(9)

   
625
   
615
   
625
 

     

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—February 1, 2016)(9)

    2,923     2,915     2,923  

     

18% Secured Debt (Maturity—February 1, 2016)

    4,468     4,440     4,468  

     

Member Units (2,955 units)(8)

          2,975     7,560  

                  10,945     15,576  

NRI Clinical Research, LLC

 

Clinical Research Service Provider

 

 

   
 
   
 
   
 
 

     

14% Secured Debt (Maturity—September 8, 2016)

    4,889     4,779     4,779  

     

Warrants (251,723 equivalent units)

          252     160  

     

Member Units (671,233 units)

          671     722  

                  5,702     5,661  

NRP Jones, LLC

 

Manufacturer of Hoses, Fittings and Assemblies

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—December 22, 2016)

    12,100     11,590     11,590  

     

Warrants (14,331 equivalent units)

          817     970  

     

Member Units (50,877 units)(8)

          2,900     3,190  

                  15,307     15,750  

OMi Holdings, Inc.

 

Manufacturer of Overhead Cranes

 

 

   
 
   
 
   
 
 

     

Common Stock (1,500 shares)(8)

          1,080     13,420  

Pegasus Research Group, LLC (Televerde)

 

Provider of Telemarketing and Data Services

 

 

   
 
   
 
   
 
 

     

Member Units (460 units)(8)

          1,290     5,860  

PPL RVs, Inc.

 

Recreational Vehicle Dealer

 

 

   
 
   
 
   
 
 

     

11.1% Secured Debt (Maturity—June 10, 2015)

    7,860     7,848     7,860  

     

Common Stock (1,961 shares)

          2,150     8,160  

                  9,998     16,020  

Principle Environmental, LLC

 

Noise Abatement Service Provider

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—April 30, 2017)

    4,060     3,813     4,060  

     

12% Current / 2% PIK Secured Debt (Maturity—April 30, 2017)

    3,244     3,227     3,244  

     

Preferred Member Units (19,631 units)

          4,663     11,830  

     

Warrants (1,036 equivalent units)

          1,200     720  

                  12,903     19,854  

F-107


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

River Aggregates, LLC

 

Processor of Construction Aggregates

 

 

                   

     

Zero Coupon Secured Debt (Maturity—June 30, 2018)

    750     468     468  

     

12% Secured Debt (Maturity—June 30, 2018)

    500     500     500  

     

Member Units (1,150 units)(8)

          1,150     2,570  

     

Member Units (RA Properties, LLC) (1,500 units)

          369     369  

                  2,487     3,907  

SoftTouch Medical Holdings LLC

 

Home Provider of Pediatric Durable Medical Equipment

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—October 31, 2019)(9)

    8,500     8,417     8,417  

     

Member Units (4,526 units)

          5,015     5,015  

                  13,432     13,432  

Southern RV, LLC

 

Recreational Vehicle Dealer

 

 

   
 
   
 
   
 
 

     

13% Secured Debt (Maturity—August 8, 2018)

    11,400     11,266     11,400  

     

Member Units (1,680 units)(8)

          1,680     4,920  

     

13% Secured Debt (Southern RV Real Estate, LLC) (Maturity—August 8, 2018)

    3,250     3,212     3,250  

     

Member Units (Southern RV Real Estate, LLC) (480 units)

          480     470  

                  16,638     20,040  

The MPI Group, LLC

 

Manufacturer of Custom Hollow Metal Doors, Frames and Accessories

 

 

   
 
   
 
   
 
 

     

9% Secured Debt (Maturity—October 8, 2018)

    2,724     2,724     2,724  

     

Series A Preferred Units (2,500 units; 10% Cumulative)

          2,500     980  

     

Warrants (1,424 equivalent units)

          1,096      

     

Member Units (MPI Real Estate Holdings, LLC) (100% Fully diluted)(8)

          2,300     2,300  

                  8,620     6,004  

Travis Acquisition LLC

 

Manufacturer of Aluminum Trailers

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—August 30, 2018)

    4,693     4,617     4,693  

     

Member Units (7,282 units)

          7,100     13,650  

                  11,717     18,343  

Uvalco Supply, LLC

 

Farm and Ranch Supply Store

 

 

   
 
   
 
   
 
 

     

9% Secured Debt (Maturity—January 1, 2019)

    1,802     1,802     1,802  

     

Member Units (1,006 units)(8)

          1,113     3,500  

                  2,915     5,302  

F-108


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Vision Interests, Inc.

 

Manufacturer / Installer of Commercial Signage

 

 

                   

     

13% Secured Debt (Maturity—December 23, 2016)

    3,204     3,169     3,154  

     

Series A Preferred Stock (3,000,000 shares)

          3,000     3,250  

     

Common Stock (1,126,242 shares)

          3,706     100  

                  9,875     6,504  

Ziegler's NYPD, LLC

 

Casual Restaurant Group

 

 

   
 
   
 
   
 
 

     

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—October 1, 2018)(9)

    1,500     1,491     1,491  

     

9% Current / 9% PIK Secured Debt (Maturity—October 1, 2018)

    5,509     5,509     4,880  

     

Warrants (587 equivalent units)

          600      

                  7,600     6,371  

Subtotal Control Investments (29.9% of total investments at fair value)

    342,847     469,846  

F-109


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Affiliate Investments(6)

 

 

 

 

                   

AFG Capital Group, LLC

 

Provider of Rent-to-Own Financing Solutions and Services

 

 

   
 
   
 
   
 
 

     

11% Secured Debt (Maturity—November 7, 2019)

    6,800     6,465     6,465  

     

Warrants (42 equivalent units)

          259     259  

     

Member Units (186 units)

          1,200     1,200  

                  7,924     7,924  

Boss Industries, LLC

 

Manufacturer and Distributor of Air Compressors, Auxiliary Power Units, Gas Booster Systems and Vapor Recovery Systems

 

 

   
 
   
 
   
 
 

     

Preferred Member Units (2,242 units)

          2,000     2,000  

Bridge Capital Solutions Corporation

 

Financial Services and Cash Flow Solutions Provider

 

 

   
 
   
 
   
 
 

     

13% Secured Debt (Maturity—April 18, 2017)

    6,000     5,837     5,837  

     

Warrants (19 equivalent shares)

          200     710  

                  6,037     6,547  

Brightwood Capital Fund III, LP(12)(13)

 

Investment Partnership

 

 

   
 
   
 
   
 
 

     

LP Interests (Brightwood Capital Fund III, LP) (Fully diluted 9.1%)(8)

          8,448     8,448  

CAI Software LLC

 

Provider of Specialized Enterprise Resource Planning Software

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—October 10, 2019)

    5,400     5,348     5,348  

     

Member Units (65,356 units)

          654     654  

                  6,002     6,002  

Condit Exhibits, LLC

 

Tradeshow Exhibits / Custom Displays Provider

 

 

   
 
   
 
   
 
 

     

Member Units (3,936 units)(8)

          100     610  

Congruent Credit Opportunities Funds(12)(13)

 

Investment Partnership

 

 

   
 
   
 
   
 
 

     

LP Interests (Congruent Credit Opportunities Fund II, LP) (Fully diluted 19.8%)(8)

          18,575     18,378  

     

LP Interests (Congruent Credit Opportunities Fund III, LP) (Fully diluted 17.4%)(8)

          7,734     7,734  

                  26,309     26,112  

Daseke, Inc.

 

Specialty Transportation Provider

 

 

   
 
   
 
   
 
 

     

12% Current / 2.5% PIK Secured Debt (Maturity—July 31, 2018)

    20,723     20,403     20,723  

     

Common Stock (19,467 shares)

          5,213     13,780  

                  25,616     34,503  

F-110


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Dos Rios Partners(12)(13)

 

Investment Partnership

 

 

                   

     

LP Interests (Dos Rios Partners, LP) (Fully diluted 20.2%)(8)

          2,325     2,325  

     

LP Interests (Dos Rios Partners—A, LP) (Fully diluted 6.4%)(8)

          738     738  

                  3,063     3,063  

East Teak Fine Hardwoods, Inc.

 

Distributor of Hardwood Products

 

 

   
 
   
 
   
 
 

     

Common Stock (5,000 shares)(8)

          480     860  

East West Copolymer & Rubber, LLC

 

Manufacturer of Synthetic Rubbers

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—October 17, 2019)

    9,600     9,436     9,436  

     

Warrants (1,823,278 equivalent units)

          50     50  

                  9,486     9,486  

Freeport Financial SBIC Fund LP(12)(13)

 

Investment Partnership

 

 

   
 
   
 
   
 
 

     

LP Interests (Fully diluted 9.9%)(8)

          4,677     4,677  

Gault Financial, LLC (RMB Capital, LLC)

 

Purchases and Manages Liquidation of Distressed Assets

 

 

   
 
   
 
   
 
 

     

10% Secured Debt (Maturity—November 21, 2016)

    13,046     12,749     10,782  

     

Warrants (29,025 equivalent units)

          400      

                  13,149     10,782  

Glowpoint, Inc.

 

Provider of Cloud Managed Video Collaboration Services

 

 

   
 
   
 
   
 
 

     

8% Secured Debt (Maturity—October 18, 2018)

    400     396     396  

     

12% Secured Debt (Maturity—October 18, 2018)

    9,000     8,909     8,909  

     

Common Stock (7,711,517 shares)

          3,958     8,480  

                  13,263     17,785  

Guerdon Modular Holdings, Inc.

 

Multi-Family and Commercial Modular Construction Company

 

 

   
 
   
 
   
 
 

     

11% Secured Debt (Maturity—August 13, 2019)

    11,200     11,044     11,044  

     

Common Stock (213,221 shares)

          2,400     2,400  

                  13,444     13,444  

Houston Plating and Coatings, LLC

 

Provider of Plating and Industrial Coating Services

 

 

   
 
   
 
   
 
 

     

Member Units (248,082 units)(8)

          996     11,470  

Indianhead Pipeline Services, LLC

 

Provider of Pipeline Support Services

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—February 6, 2017)

    6,900     6,625     6,625  

     

Preferred Member Units (28,905 units; 8% cumulative)(8)

          1,960     1,960  

     

Warrants (38,193 equivalent units)

          459      

     

Member Units (14,732 units)

          1      

                  9,045     8,585  

F-111


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

irth Solutions, LLC

 

Provider of Damage Prevention Information Technology Services

 

 

                   

     

Member Units (128 units)(8)

          624     3,960  

KBK Industries, LLC

 

Specialty Manufacturer of Oilfield and Industrial Products

 

 

   
 
   
 
   
 
 

     

12.5% Secured Debt (Maturity—September 28, 2017)

    8,250     8,198     8,250  

     

Member Units (250 units)(8)

          341     6,120  

                  8,539     14,370  

L.F. Manufacturing Holdings, LLC(10)

 

Manufacturer of Fiberglass Products

 

 

   
 
   
 
   
 
 

     

Member Units (2,000,000 units)(8)

          2,019     2,374  

MPS Denver, LLC

 

Specialty Card Printing

 

 

   
 
   
 
   
 
 

     

Member Units (13,800 units)

          1,130     1,130  

OnAsset Intelligence, Inc.

 

Provider of Transportation Monitoring / Tracking Products and Services

 

 

   
 
   
 
   
 
 

     

12% PIK Secured Debt (Maturity—March 31, 2015)

    3,553     3,553     3,553  

     

Preferred Stock (912 shares; 7% cumulative)(8)

          1,947     2,700  

     

Warrants (5,333 equivalent shares)

          1,919      

                  7,419     6,253  

OPI International Ltd.(13)

 

Provider of Man Camp and Industrial Storage Services

 

 

   
 
   
 
   
 
 

     

Common Stock (20,766,317 shares)

          1,371     4,971  

PCI Holding Company, Inc.

 

Manufacturer of Industrial Gas Generating Systems

 

 

   
 
   
 
   
 
 

     

Preferred Stock (1,500,000 shares; 20% cumulative)(8)

          2,259     4,430  

Quality Lease and Rental Holdings, LLC

 

Provider of Rigsite Accommodation Unit Rentals and Related Services

 

 

   
 
   
 
   
 
 

     

8% Secured Debt (Maturity—October 1, 2014)(14)(17)

    157     157     157  

     

12% Secured Debt (Maturity—January 8, 2018)(14)

    36,577     36,073     11,500  

     

Preferred Member Units (Rocaciea, LLC) (250 units)

          2,500      

                  38,730     11,657  

Radial Drilling Services Inc.

 

Oil and Gas Technology Provider

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—November 22, 2016)

    4,200     3,792     3,792  

     

Warrants (316 equivalent shares)

          758      

                  4,550     3,792  

F-112


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Samba Holdings, Inc.

 

Provider of Intelligent Driver Record Monitoring Software and Services

 

 

                   

     

12.5% Secured Debt (Maturity—November 17, 2016)

    26,418     26,188     26,418  

     

Common Stock (170,963 shares)

          2,087     6,030  

                  28,275     32,448  

SYNEO, LLC

 

Manufacturer of Automation Machines, Specialty Cutting Tools and Punches

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—July 13, 2016)

    2,700     2,674     2,674  

     

Member Units (1,177 units)(8)

          1,097     801  

     

10% Secured Debt (Leadrock Properties, LLC) (Maturity—May 4, 2026)

    1,440     1,415     1,415  

                  5,186     4,890  

Tin Roof Acquisition Company

 

Casual Restaurant Group

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—November 30, 2018)

    14,100     13,861     13,861  

     

Class C Preferred Stock (Fully diluted 10.0%; 10% cumulative)(8)

          2,241     2,241  

                  16,102     16,102  

Subtotal Affiliate Investments (17.7% of total investments at fair value)

    266,243     278,675  

F-113


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Non-Control/Non-Affiliate Investments(7)

                   

Accuvant Finance, LLC(11)

 

Cyber Security Value Added Reseller

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.75%, Secured Debt (Maturity—October 22, 2020)(9)

    5,597     5,546     5,583  

Allflex Holdings III Inc.(11)

 

Manufacturer of Livestock Identification Products

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—July 19, 2021)(9)

    6,000     5,937     5,888  

AM General LLC(11)

 

Specialty Vehicle Manufacturer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 9.00% (Floor 1.25%), Current Coupon 10.25%, Secured Debt (Maturity—March 22, 2018)(9)

    2,550     2,496     2,282  

AM3 Pinnacle Corporation(10)

 

Provider of Comprehensive Internet, TV and Voice Services for Multi- Dwelling Unit Properties

 

 

   
 
   
 
   
 
 

     

10% Secured Debt (Maturity—October 22, 2018)

    21,002     20,863     20,863  

     

Common Stock (60,240 shares)

          2,000     1,840  

                  22,863     22,703  

AmeriTech College, LLC

 

For-Profit Nursing and Healthcare College

 

 

   
 
   
 
   
 
 

     

10% Secured Debt (Maturity—November 30, 2019)

    979     979     979  

     

10% Secured Debt (Maturity—January 31, 2020)

    6,050     6,050     6,050  

                  7,029     7,029  

AMF Bowling Centers, Inc.(11)

 

Bowling Alley Operator

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—September 18, 2021)(9)

    4,988     4,915     4,913  

Anchor Hocking, LLC(11)

 

Household Products Manufacturer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75% / 1.75% PIK, Current Coupon Plus PIK 9.50%, Secured Debt (Maturity—May 21, 2020)(9)

    10,916     10,842     6,559  

AP Gaming I, LLC(10)

 

Developer, Manufacturer, and Operator of Gaming Machines

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—December 20, 2020)(9)

    6,930     6,744     6,930  

F-114


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Applied Products, Inc.(10)

 

Adhesives Distributor

 

 

                   

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—September 30, 2019)(9)

    6,236     6,170     6,170  

Aptean, Inc.(11)

 

Enterprise Application Software Provider

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.25%, Secured Debt (Maturity—February 26, 2020)(9)

    7,667     7,642     7,450  

Artel, LLC(11)

 

Land-Based and Commercial Satellite Provider

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—November 27, 2017)(9)

    4,594     4,549     4,548  

ATS Workholding, Inc.(10)

 

Manufacturer of Machine Cutting Tools and Accessories

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—March 10, 2019)(9)

    6,558     6,506     6,506  

Beers Enterprises, Inc.(10)

 

Provider of Broadcast Video Transport Services

 

 

   
 
   
 
   
 
 

     

Prime Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—March 19, 2019)(9)

    6,263     6,210     6,210  

Bioventus LLC(10)

 

Production of Orthopedic Healing Products

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, Secured Debt (Maturity—April 10, 2020)(9)

    5,000     4,903     4,987  

Blackbrush Oil and Gas LP(11)

 

Oil & Gas Exploration

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.50%, (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—July 30, 2021)(9)

    4,000     3,971     3,320  

Blackhawk Specialty Tools LLC(11)

 

Oilfield Equipment & Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.25% (Floor 1.25%), Current Coupon 6.50%, Secured Debt (Maturity—August 1, 2019)(9)

    6,224     6,189     6,131  

Blue Bird Body Company(11)

 

School Bus Manufacturer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—June 26, 2020)(9)

    11,500     11,339     11,443  

Bluestem Brands, Inc.(11)

 

Multi-Channel Retailer of General Merchandise

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—November 6, 2020)(9)

    7,500     7,213     7,237  

F-115


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Brainworks Software, LLC(10)

 

Advertising Sales and Production and Newspaper Circulation Software

 

 

                   

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—July 22, 2019)(9)

    6,263     6,182     6,182  

Brasa Holdings Inc.(11)

 

Upscale Full Service Restaurants

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00%, Secured Debt (Maturity—January 20, 2020)(9)

    2,143     2,128     2,121  

Brundage-Bone Concrete Pumping, Inc.(11)

 

Construction Services Provider

 

 

   
 
   
 
   
 
 

     

10.375% Secured Debt (Maturity—September 1, 2021)

    2,500     2,500     2,556  

Calloway Laboratories, Inc.(10)

 

Health Care Testing Facilities

 

 

   
 
   
 
   
 
 

     

12% PIK Secured Debt (Maturity—September 30, 2015)(14)

    7,225     7,176     2,878  

     

Warrants (125,000 equivalent shares)

          17      

                  7,193     2,878  

Cedar Bay Generation Company LP(11)

 

Coal-Fired Cogeneration Plant

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—April 23, 2020)(9)

    2,476     2,457     2,458  

Cengage Learning Acquisitions, Inc.(11)

 

Provider of Educational Print and Digital Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—March 31, 2020)(9)

    4,000     3,990     3,975  

CGSC of Delaware Holdings Corp.(11)(13)

 

Insurance Brokerage Firm

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.00% (Floor 1.25%), Current Coupon 8.25%, Secured Debt (Maturity—October 16, 2020)(9)

    2,000     1,975     1,780  

Charlotte Russe, Inc(11)

 

Fast-Fashion Retailer to Young Women

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.50% (Floor 1.25%), Current Coupon 6.75%, Secured Debt (Maturity—May 22, 2019)(9)

    4,938     4,900     4,822  

CHI Overhead Doors, Inc.(11)

 

Manufacturer of Overhead Garage Doors

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 9.50%, (Floor 1.50%), Current Coupon 11.00%, Secured Debt (Maturity—September 18, 2019)(9)

    2,500     2,467     2,475  

F-116


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Clarius ASIG, LLC(10)

 

Prints & Advertising Film Financing

 

 

                   

     

12% PIK Secured Debt (Maturity—September 14, 2014)(17)

    2,723     2,663     2,723  

Clarius BIGS, LLC(10)

 

Prints & Advertising Film Financing

 

 

   
 
   
 
   
 
 

     

12% PIK Secured Debt (Maturity—January 5, 2015)(14)

    4,400     4,285     1,848  

Compact Power Equipment, Inc.

 

Equipment / Tool Rental

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—October 1, 2017)

    4,100     4,085     4,100  

     

Series A Preferred Stock (4,298,435 shares; 8% cumulative)(8)

          1,079     2,401  

                  5,164     6,501  

Covenant Surgical Partners, Inc.(11)

 

Ambulatory Surgical Centers

 

 

   
 
   
 
   
 
 

     

8.75% Secured Debt (Maturity—August 1, 2019)

    2,000     2,000     2,020  

CRGT Inc.(11)

 

Provider of Custom Software Development

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—December 19, 2020)(9)

    10,000     9,800     9,850  

CST Industries Inc.(11)

 

Storage Tank Manufacturer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.25% (Floor 1.50%), Current Coupon 7.75%, Secured Debt (Maturity—May 22, 2017)(9)

    7,109     7,050     7,037  

Darr Equipment LP(10)

 

Heavy Equipment Dealer

 

 

   
 
   
 
   
 
 

     

11.75% Current / 2% PIK Secured Debt (Maturity—April 15, 2020)

    20,291     19,676     19,676  

     

Warrants (915,734 equivalent units)

          474     474  

                  20,150     20,150  

Digity Media LLC(11)

 

Radio Station Operator

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—February 10, 2019)(9)

    7,406     7,335     7,387  

Drilling Info, Inc.

 

Information Services for the Oil and Gas Industry

 

 

   
 
   
 
   
 
 

     

Common Stock (3,788,865 shares)

          1,335     9,920  

ECP-PF Holdings Group, Inc.(10)

 

Fitness Club Operator

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—November 26, 2019)(9)

    5,625     5,570     5,570  

F-117


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

EnCap Energy Fund Investments(12)(13)

 

Investment Partnership

 

 

                   

     

LP Interests (EnCap Energy Capital Fund VIII, L.P.) (Fully diluted 0.1%)(8)

          3,430     3,240  

     

LP Interests (EnCap Energy Capital Fund VIII Co- Investors, L.P.) (Fully diluted 0.4%)(8)

          1,561     1,325  

     

LP Interests (EnCap Energy Capital Fund IX, L.P.) (Fully diluted 0.1%)(8)

          1,654     1,477  

     

LP Interests (EnCap Flatrock Midstream Fund II, L.P.) (Fully diluted 1.0%)(8)

          4,586     4,567  

     

LP Interests (EnCap Flatrock Midstream Fund III, L.P.) (Fully diluted 0.8%)

          184     184  

                  11,415     10,793  

Energy and Exploration Partners, LLC(11)

 

Oil & Gas Exploration & Production

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (Maturity—January 22, 2019)(9)

    9,461     9,054     6,788  

e-Rewards, Inc.(11)

 

Provider of Digital Data Collection

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—October 29, 2018)(9)

    12,687     12,518     12,560  

Evergreen Skills Lux S.á r.l. (d/b/a Skillsoft)(11)

 

Technology-based Performance Support Solutions

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—April 28, 2022)(9)

    3,000     2,979     2,845  

FC Operating, LLC(10)

 

Christian Specialty Retail Stores

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 10.75% (Floor 1.25%), Current Coupon 12.00%, Secured Debt (Maturity—November 14, 2017)(9)

    5,400     5,330     4,132  

FishNet Security, Inc.(11)

 

Information Technology Value-Added Reseller

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—November 30, 2017)(9)

    7,840     7,791     7,840  

Flavors Holdings Inc.(11)

 

Global Provider of Flavoring and Sweetening Products and Solutions

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (Maturity—April 30, 2020)(9)

    4,938     4,746     4,728  

F-118


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Fram Group Holdings, Inc.(11)

 

Manufacturer of Automotive Maintenance Products

 

 

                   

     

LIBOR Plus 5.00% (Floor 1.50%), Current Coupon 6.50%, Secured Debt (Maturity—July 29, 2017)(9)

    5,935     5,928     5,907  

     

LIBOR Plus 9.00% (Floor 1.50%), Current Coupon 10.50%, Secured Debt (Maturity—January 29, 2018)(9)

    700     698     684  

                  6,626     6,591  

GI KBS Merger Sub LLC(11)

 

Outsourced Janitorial Services to Retail/Grocery Customers

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—April 29, 2022)(9)

    800     784     796  

Grace Hill, LLC(10)

 

Online Training Tools for the Multi-Family Housing Industry

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—August 15, 2019)(9)

    9,546     9,436     9,436  

Grupo Hima San Pablo, Inc.(11)

 

Tertiary Care Hospitals

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.00% (Floor 1.50%), Current Coupon 8.50%, Secured Debt (Maturity—January 31, 2018)(9)

    4,913     4,846     4,775  

     

13.75% Secured Debt (Maturity—July 31, 2018)

    2,000     1,925     1,920  

                  6,771     6,695  

GST Autoleather, Inc.(11)

 

Automotive Leather Manufacturer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—July 10, 2020)(9)

    9,975     9,882     9,825  

Guitar Center, Inc.(11)

 

Musical Instruments Retailer

 

 

   
 
   
 
   
 
 

     

6.5% Secured Debt (Maturity—April 15, 2019)

    7,000     6,817     6,020  

Halcon Resources Corporation(11)(13)

 

Oil & Gas Exploration & Production

 

 

   
 
   
 
   
 
 

     

9.75% Unsecured Debt (Maturity—July 15, 2020)

    6,925     6,335     5,194  

Hostway Corporation(11)

 

Managed Services and Hosting Provider

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity—December 13, 2019)(9)

    9,750     9,671     9,652  

     

LIBOR Plus 8.75% (Floor 1.25%), Current Coupon 10.00%, Secured Debt (Maturity—December 11, 2020)(9)

    5,000     4,917     4,950  

                  14,588     14,602  

F-119


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Hunter Defense Technologies, Inc.(11)

 

Provider of Military and Commercial Shelters and Systems

 

 

                   

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—August 5, 2019)(9)

    9,875     9,783     9,752  

ICON Health & Fitness, Inc.(11)

 

Producer of Fitness Products

 

 

   
 
   
 
   
 
 

     

11.875% Secured Debt (Maturity—October 15, 2016)

    4,385     4,323     4,122  

iEnergizer Limited(11)(13)

 

Provider of Business Outsourcing Solutions

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—May 1, 2019)(9)

    10,029     9,905     9,277  

Infinity Acquisition Finance Corp.(11)

 

Application Software for Capital Markets

 

 

   
 
   
 
   
 
 

     

7.25% Unsecured Debt (Maturity—August 1, 2022)

    4,000     4,000     3,620  

Inn of the Mountain Gods Resort and Casino(11)

 

Hotel & Casino Owner & Operator

 

 

   
 
   
 
   
 
 

     

9.25% Secured Debt (Maturity—November 30, 2020)

    3,851     3,687     3,697  

iQor US Inc.(11)

 

Business Process Outsourcing Services Provider

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—April 1, 2021)(9)

    9,987     9,789     9,288  

Jackson Hewitt Tax Service Inc.(11)

 

Tax Preparation Service Provider

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 8.50% (Floor 1.50%), Current Coupon 10.00%, Secured Debt (Maturity—October 16, 2017)(9)

    4,509     4,396     4,509  

Joerns Healthcare, LLC(11)

 

Manufacturer and Distributor of Health Care Equipment & Supplies

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—May 9, 2020)(9)

    9,950     9,853     9,838  

John Deere Landscapes LLC(10)

 

Distributor of Landscaping Supplies

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.00% (Floor 1.00%), Current Coupon 5.00%, Secured Debt (Maturity—December 23, 2019)(9)

    8,573     8,193     8,193  

Keypoint Government Solutions, Inc.(11)

 

Provider of Pre-Employment Screening Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity—November 13, 2017)(9)

    4,726     4,668     4,702  

F-120


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Lansing Trade Group LLC(11)

 

Commodity Merchandiser

 

 

                   

     

9.25% Unsecured Debt (Maturity—February 15, 2019)

    6,000     6,000     5,610  

Larchmont Resources, LLC(11)

 

Oil & Gas Exploration & Production

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity—August 7, 2019)(9)

    6,895     6,842     6,636  

LKCM Distribution Holdings, L.P.

 

Distributor of Industrial Process Equipment

 

 

   
 
   
 
   
 
 

     

12% Current / 2.5% PIK Secured Debt (Maturity—December 23, 2018)

    16,417     16,278     16,417  

LKCM Headwater Investments I, L.P.(12)(13)

 

Investment Partnership

 

 

   
 
   
 
   
 
 

     

LP Interests (Fully diluted 2.3%)(8)

          2,250     5,764  

MAH Merger Corporation(11)

 

Sports-Themed Casual Dining Chain

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.50% (Floor 1.25%), Current Coupon 5.75%, Secured Debt (Maturity—July 19, 2019)(9)

    7,258     7,198     7,276  

MediMedia USA, Inc.(11)

 

Provider of Healthcare Media and Marketing

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.00%, Secured Debt (Maturity—November 20, 2018)(9)

    5,411     5,292     5,289  

Messenger, LLC(10)

 

Supplier of Specialty Stationary and Related Products to the Funeral Industry

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—December 5, 2019)(9)

    13,639     13,518     13,518  

Milk Specialties Company(11)

 

Processor of Nutrition Products

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity—November 9, 2018)(9)

    7,847     7,806     7,670  

Minute Key, Inc.

 

Operator of Automated Key Duplication Kiosks

 

 

   
 
   
 
   
 
 

     

10% Current / 2% PIK Secured Debt (Maturity—September 19, 2019)

    4,023     3,985     3,985  

Miramax Film NY, LLC(11)

 

Motion Picture Producer and Distributor

 

 

   
 
   
 
   
 
 

     

Class B Units (12% cumulative)(8)

          792     792  

Modern VideoFilm, Inc.(10)

 

Post-Production Film Studio

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 3.50% (Floor 1.50%), Current Coupon 5.00% / 8.50% PIK, Current Coupon Plus PIK 13.50%, Secured Debt (Maturity—September 25, 2017)(9)(14)

    6,302     6,119     1,954  

     

Warrants (1,375 equivalent shares)

          151     1  

                  6,270     1,955  

F-121


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Mood Media Corporation(11)(13)

 

Provider of Electronic Equipment

 

 

                   

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—May 1, 2019)(9)

    12,193     12,053     11,964  

MP Assets Corporation(11)

 

Manufacturer of Battery Components

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity—December 19, 2019)(9)

    4,416     4,378     4,394  

New Media Holdings II LLC(11)(13)

 

Local Newspaper Operator

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—June 4, 2020)(9)

    14,925     14,649     14,776  

Nice-Pak Products, Inc.(11)

 

Pre-Moistened Wipes Manufacturer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.00% (Floor 1.50%), Current Coupon 7.50%, Secured Debt (Maturity—June 18, 2015)(9)

    12,541     12,518     12,478  

North Atlantic Trading Company, Inc.(11)

 

Marketer/Distributor of Tobacco Products

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity—January 13, 2020)(9)

    7,426     7,361     7,305  

Novitex Intermediate, LLC(11)

 

Provider of Document Management Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity—July 7, 2020)(9)

    5,985     5,929     5,746  

Ospemifene Royalty Sub LLC (QuatRx)(10)

 

Estrogen-Deficiency Drug Manufacturer and Distributor

 

 

   
 
   
 
   
 
 

     

11.5% Secured Debt (Maturity—November 15, 2026)

    5,205     5,205     5,205  

Panolam Industries International, Inc.(11)

 

Decorative Laminate Manufacturer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity—August 23, 2017)(9)

    6,994     6,949     6,889  

Parq Holdings Limited Partnership(11)(13)

 

Hotel & Casino Operator

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—December 17, 2020)(9)

    6,226     6,078     6,108  

Permian Holdings, Inc.(11)

 

Storage Tank Manufacturer

 

 

   
 
   
 
   
 
 

     

10.5% Secured Debt (Maturity—January 15, 2018)

    2,755     2,728     2,066  

F-122


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Pernix Therapeutics Holdings, Inc.(10)(13)

 

Pharmaceutical Royalty—Anti-Migraine

 

 

                   

     

12% Secured Debt (Maturity—August 1, 2020)

    4,000     4,000     4,000  

PeroxyChem LLC(11)

 

Chemical Manufacturer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—February 28, 2020)(9)

    8,933     8,774     8,843  

Philadelphia Energy Solutions Refining and Marketing LLC(11)

 

Oil & Gas Refiner

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—April 4, 2018)(9)

    2,948     2,917     2,785  

Pike Corporation(11)

 

Construction and Maintenance Services for Electric Transmission and Distribution Infrastructure

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—June 22, 2022)(9)

    15,000     14,628     14,825  

Polyconcept Financial B.V.(11)

 

Promotional Products to Corporations and Consumers

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity—June 28, 2019)(9)

    4,325     4,311     4,309  

Primesight Limited(10)(13)

 

Outdoor Advertising Operator

 

 

   
 
   
 
   
 
 

     

10% Secured Debt (Maturity—October 22, 2016)

    8,869     8,806     8,284  

Printpack Holdings, Inc.(11)

 

Manufacturer of Flexible and Rigid Packaging

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—May 29, 2020)(9)

    5,468     5,417     5,450  

PT Network, LLC(10)

 

Provider of Outpatient Physical Therapy and Sports Medicine Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.00% (Floor 1.50%), Current Coupon 8.50%, Secured Debt (Maturity—November 1, 2018)(9)

    11,946     11,828     11,828  

QBS Parent, Inc.(11)

 

Provider of Software and Services to the Oil & Gas Industry

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.75%, Secured Debt (Maturity—August 7, 2021)(9)

    10,000     9,905     9,825  

F-123


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

RCHP, Inc.(11)

 

Regional Non-Urban Hospital Owner/Operator

 

 

                   

     

LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (Maturity—October 23, 2019)(9)

    4,000     3,945     3,990  

Recorded Books Inc.(11)

 

Audiobook and Digital Content Publisher

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.25%, Secured Debt (Maturity—January 31, 2020)(9)

    12,031     11,925     11,941  

Relativity Media, LLC(10)

 

Full-Scale Film and Television Production and Distribution

 

 

   
 
   
 
   
 
 

     

10% Secured Debt (Maturity—May 30, 2015)

    5,787     5,772     5,801  

     

15% PIK Secured Debt (Maturity—May 30, 2015)

    7,410     7,347     7,558  

     

Class A Units (260,194 units)

          292     1,086  

                  13,411     14,445  

Renaissance Learning, Inc.(11)

 

Technology-based K-12 Learning Solutions

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—April 11, 2022)(9)

    3,000     2,972     2,880  

RGL Reservoir Operations Inc.(11)(13)

 

Oil & Gas Equipment and Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—August 13, 2021)(9)

    3,990     3,876     3,219  

RLJ Entertainment, Inc.(10)

 

Movie and TV Programming Licensee and Distributor

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 8.75% (Floor 0.25%), Current Coupon 9.00%, Secured Debt (Maturity—September 11, 2019)(9)

    11,399     11,318     11,318  

SAExploration, Inc.(10)(13)

 

Geophysical Services Provider

 

 

   
 
   
 
   
 
 

     

Common Stock (6,472 shares)(8)

          65     27  

Sage Automotive Interiors, Inc(11)

 

Automotive Textiles Manufacturer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.00%, Secured Debt (Maturity—October 8, 2021)(9)

    3,000     2,971     2,985  

Sagittarius Restaurants LLC (d/b/a Del Taco)(11)

 

Mexican/American QSR Restaurant Chain

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity—October 1, 2018)(9)

    4,591     4,572     4,562  

SCE Partners, LLC(10)

 

Hotel & Casino Operator

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity—August 14, 2019)(9)

    7,481     7,421     7,519  

F-124


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Sotera Defense Solutions, Inc.(11)

 

Defense Industry Intelligence Services

 

 

                   

     

LIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.00%, Secured Debt (Maturity—April 21, 2017)(9)

    10,984     10,564     10,160  

Symphony Teleca Services, Inc.(11)

 

Outsourced Product Development

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.75%, Secured Debt (Maturity—August 7, 2019)(9)

    14,000     13,870     13,930  

Synagro Infrastructure Company, Inc(11)

 

Waste Management Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.25%, Secured Debt (Maturity—August 22, 2020)(9)

    6,913     6,798     6,822  

Targus Group International(11)

 

Distributor of Protective Cases for Mobile Devices

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00% / 1.00% PIK, Current Coupon Plus PIK 12.00%, Secured Debt (Maturity—May 24, 2016)(9)

    4,288     4,299     3,495  

TeleGuam Holdings, LLC(11)

 

Cable and Telecom Services Provider

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.00% (Floor 1.25%), Current Coupon 5.25%, Secured Debt (Maturity—December 10, 2018)(9)

    6,830     6,813     6,796  

     

LIBOR Plus 7.50% (Floor 1.25%), Current Coupon 8.75%, Secured Debt (Maturity—June 10, 2019)(9)

    2,500     2,480     2,512  

                  9,293     9,308  

Templar Energy LLC(11)

 

Oil & Gas Exploration & Production

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—November 25, 2020)(9)

    5,000     4,945     3,615  

The Tennis Channel, Inc.(10)

 

Television-Based Sports Broadcasting

 

 

   
 
   
 
   
 
 

     

Warrants (114,316 equivalent shares)

          235     301  

The Topps Company, Inc.(11)

 

Trading Cards & Confectionary

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—October 2, 2018)(9)

    1,980     1,964     1,930  

Therakos, Inc.(11)

 

Immune System Disease Treatment

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.75% (Floor 1.25%), Current Coupon 7.00%, Secured Debt (Maturity—December 27, 2017)(9)

    6,278     6,178     6,255  

F-125


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

TOMS Shoes, LLC(11)

 

Global Designer, Distributor, and Retailer of Casual Footwear

 

 

                   

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—October 30, 2020)(9)

    5,000     4,511     4,625  

Travel Leaders Group, LLC(11)

 

Travel Agency Network Provider

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—December 5, 2018)(9)

    12,445     12,305     12,445  

UniTek Global Services, Inc.(11)

 

Provider of Outsourced Infrastructure Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00% / 4.00% PIK, Current Coupon Plus PIK 15.00%, Secured Debt (Maturity—April 15, 2018)(9)(14)

    10,776     10,173     7,942  

     

5% Current / 2.25% PIK Secured Debt (Maturity—August 13, 2019)(14)

    640     640     640  

     

Warrants (267,302 equivalent shares)

          449      

                  11,262     8,582  

Universal Fiber Systems, LLC(10)

 

Manufacturer of Synthetic Fibers

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.25%, Secured Debt (Maturity—January 31, 2019)(9)

    5,094     5,084     5,082  

Universal Wellhead Services Holdings, LLC(10)

 

Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry

 

 

   
 
   
 
   
 
 

     

Class A Units(4,000,000 units)

          4,000     4,000  

US Joiner Holding Company(11)

 

Marine Interior Design and Installation

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—April 16, 2020)(9)

    7,444     7,410     7,332  

Vantage Oncology, LLC(11)

 

Outpatient Radiation Oncology Treatment Centers

 

 

   
 
   
 
   
 
 

     

9.5% Secured Debt (Maturity—June 5, 2017)

    7,000     7,000     6,790  

Virtex Enterprises, LP(10)

 

Specialty, Full-Service Provider of Complex Electronic Manufacturing Services

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—December 27, 2018)

    1,667     1,479     1,479  

     

Preferred Class A Units (14 units; 5% cumulative)(8)

          344     344  

     

Warrants (11 equivalent units)

          186     186  

                  2,009     2,009  

F-126


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Vision Solutions, Inc.(11)

 

Provider of Information Availability Software

 

 

                   

     

LIBOR Plus 8.00% (Floor 1.50%), Current Coupon 9.50%, Secured Debt (Maturity—July 23, 2017)(9)

    5,000     4,941     4,872  

Western Dental Services, Inc.(11)

 

Dental Care Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—November 1, 2018)(9)

    5,395     5,391     5,153  

Wilton Brands LLC(11)

 

Specialty Housewares Retailer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity—August 30, 2018)(9)

    1,750     1,727     1,636  

Worley Claims Services, LLC(10)

 

Insurance Adjustment Management and Services Provider

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.00%, Secured Debt (Maturity—October 31, 2020)(9)

    6,500     6,437     6,533  

Zilliant Incorporated

 

Price Optimization and Margin Management Solutions

 

 

   
 
   
 
   
 
 

     

Warrants (952,500 equivalent shares)

          1,071     1,071  


Subtotal Non-Control/Non-Affiliate Investments (51.8% of total investments at fair value)


 

 

832,312

 

 

814,809

 

Total Portfolio Investments, December 31, 2014

    1,441,402     1,563,330  

F-127


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2014

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Marketable Securities and Idle Funds Investments

             

Solar Senior Capital Ltd.(13)(15)

 

Business Development Company

 

 

   
 
   
 
   
 
 

     

Common Stock (39,000 shares)(8)

          742     584  

Other Marketable Securities and Idle Funds Investments(13)(15)              

 

Investments in Marketable Securities and Diversified, Registered Bond Funds

       
518
   
9,862
   
8,483
 

Subtotal Marketable Securities and Idle Funds Investments (0.6% of total investments at fair value)

    10,604     9,067  

Total Investments, December 31, 2014

  $ 1,452,006   $ 1,572,397  

(1)
All investments are Lower Middle Market portfolio investments, unless otherwise noted. Substantially all of the Company's assets are encumbered either as security for the Company's credit agreement or in support of the SBA-guaranteed debentures issued by the Funds.

(2)
Debt investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted.

(3)
See Note C for summary geographic location of portfolio companies.

(4)
Principal is net of prepayments. Cost is net of prepayments and accumulated unearned income.

(5)
Control investments are defined by the Investment Company Act of 1940, as amended ("1940 Act") as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)
Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% of the voting securities are owned and the investments are not classified as Control investments.

(7)
Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)
Income producing through dividends or distributions.

(9)
Index based floating interest rate is subject to contractual minimum interest rate.

(10)
Private Loan portfolio investment. See Note B for a summary of Private Loan portfolio investments.

(11)
Middle Market portfolio investment. See Note B for a summary of Middle Market portfolio investments.

(12)
Other Portfolio investment. See Note B for a summary of Other Portfolio investments.

(13)
Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)
Non-accrual and non-income producing investment.

(15)
Marketable securities and idle fund investments.

(16)
External Investment Manager.

(17)
Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

F-128


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Control Investments(5)

 

 

 

 

                   

ASC Interests, LLC

 

Recreational and Educational Shooting Facility

 

 

   
 
   
 
   
 
 

     

11% Secured Debt (Maturity—July 31, 2018)

    3,500     3,434     3,434  

     

Member Units (1,500 units)

          1,500     1,500  

                  4,934     4,934  

Bond-Coat, Inc.

 

Casing and Tubing Coating Services

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—December 28, 2017)

    14,750     14,581     14,750  

     

Common Stock (56,330 shares)

          6,220     8,850  

                  20,801     23,600  

Café Brazil, LLC

 

Casual Restaurant Group

 

 

   
 
   
 
   
 
 

     

Member Units (1,233 units)(8)

          1,742     6,770  

California Healthcare Medical Billing, Inc.

 

Outsourced Billing and Revenue Cycle Management

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—October 17, 2015)

    8,103     7,973     8,103  

     

Warrants (466,947 equivalent shares)

          1,193     3,380  

     

Common Stock (207,789 shares)

          1,177     1,560  

                  10,343     13,043  

CBT Nuggets, LLC

 

Produces and Sells IT Training Certification Videos

 

 

   
 
   
 
   
 
 

     

Member Units (416 units)(8)

          1,300     16,700  

Ceres Management, LLC (Lambs Tire & Automotive)

 

Aftermarket Automotive Services Chain

 

 

   
 
   
 
   
 
 

     

14% Secured Debt (Maturity—May 31, 2018)

    4,000     4,000     4,000  

     

Class B Member Units (12% cumulative)(8)

          3,586     3,586  

     

Member Units (5,460 units)

          5,273     1,190  

     

9.5% Secured Debt (Lamb's Real Estate Investment I, LLC) (Maturity—October 1, 2025)

    1,017     1,017     1,017  

     

Member Units (Lamb's Real Estate Investment I, LLC) (1,000 units)(8)

          625     1,060  

                  14,501     10,853  

Garreco, LLC

 

Manufacturer and Supplier of Dental Products

 

 

   
 
   
 
   
 
 

     

14% Secured Debt (Maturity—January 12, 2018)

    5,800     5,693     5,693  

     

Member Units (1,200 units)

          1,200     1,200  

                  6,893     6,893  

F-129


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Gulf Manufacturing, LLC

 

Manufacturer of Specialty Fabricated Industrial Piping Products

 

 

                   

     

9% PIK Secured Debt (Ashland Capital IX, LLC) (Maturity—June 30, 2017)

    919     919     919  

     

Member Units (438 units)(8)

          2,980     13,220  

                  3,899     14,139  

Harrison Hydra-Gen, Ltd.

 

Manufacturer of Hydraulic Generators

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—June 4, 2015)

    4,896     4,659     4,896  

     

Preferred Stock (8% cumulative)(8)

          1,167     1,167  

     

Common Stock (107,456 shares)

          718     1,340  

                  6,544     7,403  

Hawthorne Customs and Dispatch Services, LLC

 

Facilitator of Import Logistics, Brokerage, and Warehousing

 

 

   
 
   
 
   
 
 

     

Member Units (500 units)(8)

          589     440  

     

Member Units (Wallisville Real Estate, LLC) (Fully diluted 59.1%)(8)

          1,215     2,050  

                  1,804     2,490  

Hydratec, Inc.

 

Designer and Installer of Micro-Irrigation Systems

 

 

   
 
   
 
   
 
 

     

Common Stock (7,095 shares)(8)

          7,095     13,720  

IDX Broker, LLC

 

Provider of Marketing and CRM Tools for Real Estate

 

 

   
 
   
 
   
 
 

     

12.5% Secured Debt (Maturity—November 18, 2018)

    10,571     10,467     10,467  

     

Member Units (5,029 units)

          5,029     5,029  

                  15,496     15,496  

Impact Telecom, Inc.

 

Telecommunications Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.50% (Floor 2.00%), Current Coupon 6.50%, Secured Debt (Maturity—May 31, 2018)(9)

    1,575     1,568     1,568  

     

13% Secured Debt (Maturity—May 31, 2018)

    22,500     14,690     14,690  

     

Warrants (5,516,667 equivalent shares)

          8,000     8,760  

                  24,258     25,018  

Indianapolis Aviation Partners, LLC

 

Fixed Base Operator

 

 

   
 
   
 
   
 
 

     

15% Secured Debt (Maturity—September 15, 2014)

    3,550     3,483     3,550  

     

Warrants (1,046 equivalent units)

          1,129     2,200  

                  4,612     5,750  

Jensen Jewelers of Idaho, LLC

 

Retail Jewelry Store

 

 

   
 
   
 
   
 
 

     

Prime Plus 6.75% (Floor 3.25%), Current Coupon 10.00%, Secured Debt (Maturity—November 14, 2016)(9)

    4,255     4,193     4,255  

     

Member Units (627 units)(8)

          811     3,310  

                  5,004     7,565  

F-130


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Lighting Unlimited, LLC

 

Commercial and Residential Lighting Products and Design Services

 

 

                   

     

8% Secured Debt (Maturity—August 22, 2014)

    1,676     1,676     1,676  

     

Preferred Stock (non-voting)

          459     470  

     

Warrants (71 equivalent units)

          54     30  

     

Member Units (700 units)

          100     250  

                  2,289     2,426  

Marine Shelters Holdings, LLC (LoneStar Marine Shelters)

 

Fabricator of Marine and Industrial Shelters

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—December 28, 2017)

    10,250     10,076     10,076  

     

Preferred Member Units (2,669 units)

          3,750     3,750  

                  13,826     13,826  

Mid-Columbia Lumber Products, LLC

 

Manufacturer of Finger- Jointed Lumber Products

 

 

   
 
   
 
   
 
 

     

10% Secured Debt (Maturity—December 18, 2017)

    1,750     1,750     1,750  

     

12% Secured Debt (Maturity—December 18, 2017)

    3,900     3,900     3,900  

     

Member Units (2,774 units)(8)

          1,132     8,280  

     

9.5% Secured Debt (Mid—Columbia Real Estate, LLC) (Maturity—May 13, 2025)

    972     972     972  

     

Member Units (Mid—Columbia Real Estate, LLC) (250 units)(8)

          250     440  

                  8,004     15,342  

MSC Adviser I, LLC(15)

 

Investment Partnership

 

 

   
 
   
 
   
 
 

     

Member Units (Fully diluted 100.0%)

              1,064  

NAPCO Precast, LLC

 

Precast Concrete Manufacturing

 

 

   
 
   
 
   
 
 

     

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—September 1, 2015)(9)

    2,750     2,703     2,750  

     

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—February 1, 2016)(9)

    2,923     2,893     2,923  

     

18% Secured Debt (Maturity—February 1, 2016)

    4,468     4,418     4,468  

     

Member Units (2,955 units)(8)

          2,975     5,920  

                  12,989     16,061  

NRI Clinical Research, LLC

 

Clinical Research Center

 

 

   
 
   
 
   
 
 

     

14% Secured Debt (Maturity—September 8, 2016)

    4,394     4,226     4,226  

     

Warrants (251,723 equivalent units)

          252     440  

     

Member Units (500,000 units)

          500     870  

                  4,978     5,536  

F-131


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

NRP Jones, LLC

 

Manufacturer of Hoses, Fittings and Assemblies

 

 

                   

     

12% Secured Debt (Maturity—December 22, 2016)

    12,100     11,382     12,100  

     

Warrants (14,331 equivalent units)

          817     1,420  

     

Member Units (50,877 units)(8)

          2,900     5,050  

                  15,099     18,570  

OMi Holdings, Inc.

 

Manufacturer of Overhead Cranes

 

 

   
 
   
 
   
 
 

     

Common Stock (1,500 shares)(8)

          1,080     13,420  

Pegasus Research Group, LLC (Televerde)

 

Telemarketing and Data Services

 

 

   
 
   
 
   
 
 

     

15% Secured Debt (Maturity—January 6, 2016)

    4,791     4,760     4,791  

     

Member Units (450 units)(8)

          1,250     4,860  

                  6,010     9,651  

PPL RVs, Inc.

 

Recreational Vehicle Dealer

 

 

   
 
   
 
   
 
 

     

11.1% Secured Debt (Maturity—June 10, 2015)

    7,860     7,827     7,860  

     

Common Stock (2,000 shares)

          2,150     7,990  

                  9,977     15,850  

Principle Environmental, LLC

 

Noise Abatement Services

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—February 1, 2016)

    3,506     3,070     3,506  

     

12% Current / 2% PIK Secured Debt (Maturity—February 1, 2016)

    4,674     4,617     4,656  

     

Warrants (1,036 equivalent units)

          1,200     2,620  

     

Member Units (1,553 units)(8)

          1,863     4,180  

                  10,750     14,962  

River Aggregates, LLC

 

Processor of Construction Aggregates

 

 

   
 
   
 
   
 
 

     

Zero Coupon Secured Debt (Maturity—June 30, 2018)

    750     421     421  

     

12% Secured Debt (Maturity—June 30, 2018)

    500     500     500  

     

Member Units (1,150 units)

          1,150      

     

Member Units (RA Properties, LLC) (1,500 units)

          369     369  

                  2,440     1,290  

Southern RV, LLC

 

Recreational Vehicle Dealer

 

 

   
 
   
 
   
 
 

     

13% Secured Debt (Maturity—August 8, 2018)

    11,400     11,239     11,239  

     

Member Units (1,680 units)(8)

          1,680     1,680  

     

13% Secured Debt (Southern RV Real Estate, LLC) (Maturity—August 8, 2018)

    3,250     3,204     3,204  

     

Member Units (Southern RV Real Estate, LLC) (480 units)

          480     480  

                  16,603     16,603  

F-132


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

The MPI Group, LLC

 

Manufacturer of Custom Hollow Metal Doors, Frames and Accessories

 

 

                   

     

4.5% Current / 4.5% PIK Secured Debt (Maturity—July 1, 2014)

    1,079     1,079     880  

     

6% Current / 6% PIK Secured Debt (Maturity—July 1, 2014)

    5,639     5,639     4,600  

     

Warrants (1,068 equivalent units)

          1,096      

                  7,814     5,480  

Travis Acquisition LLC

 

Manufacturer of Aluminum Trailers

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—August 30, 2018)

    9,200     9,025     9,025  

     

Member Units (7,282 units)

          7,100     7,100  

                  16,125     16,125  

Uvalco Supply, LLC

 

Farm and Ranch Supply Store

 

 

   
 
   
 
   
 
 

     

9% Secured Debt (Maturity—January 1, 2019)

    2,175     2,175     2,175  

     

Member Units (1,006 units)(8)

          1,113     3,730  

                  3,288     5,905  

Vision Interests, Inc.

 

Manufacturer / Installer of Commercial Signage

 

 

   
 
   
 
   
 
 

     

13% Secured Debt (Maturity—December 23, 2016)

    3,204     3,158     3,158  

     

Series A Preferred Stock (3,000,000 shares)

          3,000     1,510  

     

Common Stock (1,126,242 shares)

          3,706      

                  9,864     4,668  

Ziegler's NYPD, LLC

 

Casual Restaurant Group

 

 

   
 
   
 
   
 
 

     

Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—October 1, 2018)(9)

    1,000     1,000     1,000  

     

9% Current / 9% PIK Secured Debt (Maturity—October 1, 2018)

    5,449     5,449     4,820  

     

Warrants (587 equivalent units)

          600      

                  7,049     5,820  

Subtotal Control Investments (27.5% of total investments at fair value)

    277,411     356,973  

F-133


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Affiliate Investments(6)

 

 

 

 

                   

American Sensor Technologies, Inc.

 

Manufacturer of Commercial / Industrial Sensors

 

 

   
 
   
 
   
 
 

     

Warrants (674,677 equivalent shares)

          50     10,100  

Bridge Capital Solutions Corporation

 

Financial Services and Cash Flow Solutions

 

 

   
 
   
 
   
 
 

     

13% Secured Debt (Maturity—April 17, 2017)

    5,000     4,799     4,799  

     

Warrants (19 equivalent shares)

          200     530  

                  4,999     5,329  

Buffalo Composite Materials Holdings, LLC(10)

 

Manufacturer of Fiberglass Products

 

 

   
 
   
 
   
 
 

     

Member Units (2,000,000 units)

          2,035     2,035  

Condit Exhibits, LLC

 

Tradeshow Exhibits / Custom Displays

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—July 31, 2018)

    3,750     3,750     3,750  

     

Warrants (2,755 equivalent units)

          100     540  

                  3,850     4,290  

Congruent Credit Opportunities Funds(12)(13)

 

Investment Partnership

 

 

   
 
   
 
   
 
 

     

LP Interests (Congruent Credit Opportunities Fund II, LP) (Fully diluted 19.8%)(8)

          22,060     22,692  

     

LP Interests (Congruent Credit Opportunities Fund III, LP) (Fully diluted 17.4%)

          4,128     4,128  

                  26,188     26,820  

Daseke, Inc.

 

Specialty Transportation Provider

 

 

   
 
   
 
   
 
 

     

12% Current / 2.5% PIK Secured Debt (Maturity—July 31, 2018)

    20,206     19,828     19,828  

     

Common Stock (18,038 shares)

          4,642     11,689  

                  24,470     31,517  

Dos Rios Partners(12)(13)

 

Investment Partnership

 

 

   
 
   
 
   
 
 

     

LP Interests (Dos Rios Partners, LP) (Fully diluted 27.7%)

          1,269     1,269  

     

LP Interests (Dos Rios Partners—A, LP) (Fully diluted 9.1%)

          403     403  

                  1,672     1,672  

East Teak Fine Hardwoods, Inc.

 

Hardwood Products

 

 

   
 
   
 
   
 
 

     

Common Stock (5,000 shares)

          480     450  

Freeport Financial SBIC Fund LP(12)(13)

 

Investment Partnership

 

 

   
 
   
 
   
 
 

     

LP Interests (Fully diluted 9.9%)

          1,618     1,618  

F-134


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Gault Financial, LLC (RMB Capital, LLC)

 

Purchases and Manages Liquidation of Distressed Assets

 

 

                   

     

14% Secured Debt (Maturity—November 21, 2016)

    12,165     11,747     10,550  

     

Warrants (29,025 equivalent units)

          400      

                  12,147     10,550  

Glowpoint, Inc.

 

Cloud Managed Video Collaboration Services

 

 

   
 
   
 
   
 
 

     

8% Secured Debt (Maturity—October 18, 2018)

    300     294     294  

     

12% Secured Debt (Maturity—October 18, 2018)

    9,000     8,892     8,892  

     

Common Stock (GP Investment Holdings, LLC) (7,711,517 shares)

          3,800     10,235  

                  12,986     19,421  

Houston Plating and Coatings, LLC

 

Plating and Industrial Coating Services

 

 

   
 
   
 
   
 
 

     

Member Units (238,333 units)(8)

          635     9,160  

Indianhead Pipeline Services, LLC

 

Pipeline Support Services

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—February 6, 2017)

    7,800     7,394     7,800  

     

Preferred Member Units (28,905 units; 8% cumulative)(8)

          1,832     1,832  

     

Warrants (38,193 equivalent units)

          459     470  

     

Member Units (14,732 units)(8)

          1     530  

                  9,686     10,632  

Integrated Printing Solutions, LLC

 

Specialty Card Printing

 

 

   
 
   
 
   
 
 

     

8% PIK Secured Debt (Maturity—January 31, 2014)(14)

    750     750     750  

     

13% PIK Secured Debt (Maturity—September 23, 2016)(14)

    12,500     11,918     8,365  

     

Preferred Member Units (13.6 units)

          2,000      

     

Warrants (9.9 equivalent units)

          600      

                  15,268     9,115  

irth Solutions, LLC

 

Damage Prevention Technology Information Services

 

 

   
 
   
 
   
 
 

     

Member Units (128 units)(8)

          624     3,300  

KBK Industries, LLC

 

Specialty Manufacturer of Oilfield and Industrial Products

 

 

   
 
   
 
   
 
 

     

12.5% Secured Debt (Maturity—September 28, 2017)

    9,000     8,927     9,000  

     

Member Units (250 units)(8)

          341     5,740  

                  9,268     14,740  

OnAsset Intelligence, Inc.

 

Transportation Monitoring / Tracking Services

 

 

   
 
   
 
   
 
 

     

12% PIK Secured Debt (Maturity—June 30, 2014)

    2,330     1,788     1,788  

     

Preferred Stock (908 shares; 7% cumulative)(8)

          1,815     2,602  

     

Warrants (3,629 shares)

          1,787     370  

                  5,390     4,760  

F-135


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

OPI International Ltd.(13)

 

Oil and Gas Construction Services

 

 

                   

     

Common Stock (20,766,317 shares)

          1,371     4,971  

PCI Holding Company, Inc.

 

Manufacturer of Industrial Gas Generating Systems

 

 

   
 
   
 
   
 
 

     

12% Current / 4% PIK Secured Debt (Maturity—December 18, 2017)

    4,449     4,376     4,449  

     

Preferred Stock (1,500,000 shares; 20% cumulative)(8)

          1,847     3,311  

                  6,223     7,760  

Quality Lease and Rental Holdings, LLC

 

Rigsite Accommodation Unit Rental and Related Services

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—January 8, 2018)(14)

    37,350     36,843     20,000  

     

Preferred Member Units (Rocaciea, LLC) (250 units)

          2,500      

                  39,343     20,000  

Radial Drilling Services Inc.

 

Oil and Gas Technology

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—November 22, 2016)

    4,200     3,626     3,626  

     

Warrants (316 equivalent shares)

          758      

                  4,384     3,626  

Samba Holdings, Inc.

 

Intelligent Driver Record Monitoring Software and Services

 

 

   
 
   
 
   
 
 

     

12.5% Secured Debt (Maturity—November 17, 2016)

    11,453     11,325     11,453  

     

Common Stock (158,066 shares)

          1,707     4,510  

                  13,032     15,963  

Spectrio LLC

 

Audio Messaging Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.50%, (Floor 1.00%) Current Coupon 8.50%, Secured Debt (Maturity—November 19, 2018)(9)

    17,878     17,504     17,878  

     

Warrants (191 equivalent units)

          887     3,850  

                  18,391     21,728  

SYNEO, LLC

 

Manufacturer of Specialty Cutting Tools and Punches

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—July 13, 2016)

    4,300     4,238     4,238  

     

Member Units (1,111 units)

          1,036     740  

     

10% Secured Debt (Leadrock Properties, LLC) (Maturity—May 4, 2026)

    1,440     1,414     1,414  

                  6,688     6,392  

Texas Reexcavation LC

 

Hydro Excavation Services

 

 

   
 
   
 
   
 
 

     

12% Current / 3% PIK Secured Debt (Maturity—December 31, 2017)

    6,185     6,082     6,082  

     

Class A Member Units (290 units)

          2,900     3,270  

                  8,982     9,352  

F-136


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Tin Roof Acquisition Company

 

Casual Restaurant Group

 

 

                   

     

12% Secured Debt (Maturity—November 30, 2018)

    11,000     10,785     10,785  

     

Class C Preferred Member Units (Fully diluted 10%; 10% cumulative)(8)

          2,027     2,027  

                  12,812     12,812  

Subtotal Affiliate Investments (20.6% of total investments at fair value)

    242,592     268,113  

F-137


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Non-Control/Non-Affiliate Investments(7)

 

 

                   

ABG Intermediate Holdings 2, LLC(11)

 

Trademark Licensing of Clothing

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—June 28, 2019)(9)

    7,500     7,463     7,463  

Allflex Holdings III Inc.(11)

 

Manufacturer of Livestock Identification Products

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—July 19, 2021)(9)

    5,000     4,952     5,076  

Alvogen Pharma US, Inc.(11)

 

Pharmaceutical Company Focused on Generics

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.75% (Floor 1.25%), Current Coupon 7.00%, Secured Debt (Maturity—May 23, 2018)(9)

    1,966     1,938     1,996  

AM General LLC(11)

 

Specialty Vehicle Manufacturer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 9.00% (Floor 1.25%), Current Coupon 10.25%, Secured Debt (Maturity—March 22, 2018)(9)

    2,850     2,775     2,501  

AM3 Pinnacle Corporation(10)

 

Provider of Comprehensive Internet, TV and Voice Services for Multi-Dwelling Unit Properties

 

 

   
 
   
 
   
 
 

     

10% Secured Debt (Maturity—October 22, 2018)

    22,500     22,320     22,320  

     

Common Stock (60,240 shares)

          2,000     2,000  

                  24,320     24,320  

American Beacon Advisors Inc.(11)

 

Provider of Sub-Advised Investment Products

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 3.75% (Floor 1.00%), Current Coupon 4.75%, Secured Debt (Maturity—November 22, 2019)(9)

    6,500     6,436     6,534  

AmeriTech College, LLC

 

For-Profit Nursing and Healthcare College

 

 

   
 
   
 
   
 
 

     

18% Secured Debt (Maturity—March 9, 2017)

    6,050     5,960     6,050  

AMF Bowling Centers, Inc.(11)

 

Bowling Alley Operator

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.50% (Floor 1.25%), Current Coupon 8.75%, Secured Debt (Maturity—June 29, 2018)(9)

    4,938     4,799     4,975  

Anchor Hocking, LLC(11)

 

Household Products Manufacturer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity—May 21, 2020)(9)

    6,965     6,900     7,078  

F-138


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Ancile Solutions, Inc.(11)

 

Provider of eLearning Solutions

 

 

                   

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—July 15, 2018)(9)

    9,628     9,571     9,652  

Answers Corporation(11)

 

Consumer Internet Search Services Provider

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—December 20, 2018)(9)

    8,500     8,415     8,436  

AP Gaming I, LLC(10)

 

Developer, Manufacturer, and Operator of Gaming Machines

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—December 20, 2020)(9)

    7,000     6,790     6,913  

Apria Healthcare Group, Inc.(11)

 

Provider of Home Healthcare Equipment

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.50% (Floor 1.25%), Current Coupon 6.75%, Secured Debt (Maturity—April 6, 2020)(9)

    5,473     5,441     5,500  

Artel, LLC(11)

 

Land-Based and Commercial Satellite Provider

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—November 27, 2017)(9)

    5,953     5,878     5,864  

Atkins Nutritionals Holdings II, Inc.(11)

 

Weight Management Food Products

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—January 2, 2019)(9)

    1,985     1,985     2,010  

B. J. Alan Company

 

Retailer and Distributor of Consumer Fireworks

 

 

   
 
   
 
   
 
 

     

12.5% Current / 2.5% PIK Secured Debt (Maturity—June 22, 2017)

    11,235     11,158     11,158  

BBTS Borrower LP(11)

 

Oil & Gas Exploration and Midstream Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity—June 4, 2019)(9)

    6,948     6,883     7,013  

Blackhawk Specialty Tools LLC(11)

 

Oilfield Equipment & Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.25% (Floor 1.25%), Current Coupon 6.50%, Secured Debt (Maturity—August 1, 2019)(9)

    5,413     5,375     5,399  

Bluestem Brands, Inc.(11)

 

Multi-Channel Retailer of General Merchandise

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—December 6, 2018)(9)

    4,000     3,921     3,960  

F-139


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Brand Connections, LLC

 

Venue-Based Marketing and Media

 

 

                   

     

12% Secured Debt (Maturity—April 30, 2015)

    7,063     6,983     7,063  

Brasa Holdings Inc.(11)

 

Upscale Full Service Restaurants

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.75%, Secured Debt (Maturity—July 19, 2019)(9)

    3,456     3,379     3,498  

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00%, Secured Debt (Maturity—January 20, 2020)(9)

    3,857     3,820     3,896  

                  7,199     7,394  

Calloway Laboratories, Inc.(10)

 

Health Care Testing Facilities

 

 

   
 
   
 
   
 
 

     

12% PIK Secured Debt (Maturity—September 30, 2014)

    6,336     6,276     4,738  

     

Warrants (125,000 equivalent shares)

          17      

                  6,293     4,738  

CDC Software Corporation(11)

 

Enterprise Application Software

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.00% (Floor 1.50%), Current Coupon 7.50%, Secured Debt (Maturity—August 6, 2018)(9)

    4,197     4,163     4,244  

Cedar Bay Generation Company LP(11)

 

Coal-Fired Cogeneration Plant

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—April 23, 2020)(9)

    7,964     7,891     8,028  

Charlotte Russe, Inc(11)

 

Fast-Fashion Retailer to Young Women

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.50% (Floor 1.25%), Current Coupon 6.75%, Secured Debt (Maturity—May 22, 2019)(9)

    4,988     4,942     4,919  

CHI Overhead Doors, Inc.(11)

 

Manufacturer of Overhead Garage Doors

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00%, Secured Debt (Maturity—September 18, 2019)(9)

    2,500     2,462     2,513  

Collective Brands Finance, Inc.(11)

 

Specialty Footwear Retailer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—October 9, 2019)(9)

    2,481     2,481     2,494  

Compact Power Equipment, Inc.

 

Equipment / Tool Rental

 

 

   
 
   
 
   
 
 

     

6% Current / 6% PIK Secured Debt (Maturity—October 1, 2017)

    3,918     3,901     3,918  

     

Series A Preferred Stock (4,298,435 shares; 8% cumulative)(8)

          998     2,230  

                  4,899     6,148  

F-140


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

CGSC of Delaware Holdings Corp.(11)(13)

 

Insurance Brokerage Firm

 

 

                   

     

LIBOR Plus 7.00% (Floor 1.25%), Current Coupon 8.25%, Secured Debt (Maturity—October 16, 2020)(9)

    2,000     1,972     1,940  

Connolly Holdings Inc.(11)

 

Audit Recovery Software

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.25% (Floor 1.25%), Current Coupon 6.50%, Secured Debt (Maturity—July 13, 2018)(9)

    2,395     2,376     2,405  

     

LIBOR Plus 9.25% (Floor 1.25%), Current Coupon 10.50%, Secured Debt (Maturity—January 15, 2019)(9)

    2,000     1,967     2,045  

                  4,343     4,450  

CST Industries Inc.(11)

 

Storage Tank Manufacturer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.25% (Floor 1.50%), Current Coupon 7.75%, Secured Debt (Maturity—May 22, 2017)(9)

    11,563     11,436     11,389  

Drilling Info, Inc.

 

Information Services for the Oil and Gas Industry

 

 

   
 
   
 
   
 
 

     

Common Stock (3,788,865 shares)

          1,335     9,470  

Emerald Performance Materials, Inc.(11)

 

Specialty Chemicals Manufacturer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.50% (Floor 1.25%), Current Coupon 6.75%, Secured Debt (Maturity—May 18, 2018)(9)

    4,434     4,401     4,467  

EnCap Energy Fund Investments(12)(13)

 

Investment Partnership

 

 

   
 
   
 
   
 
 

     

LP Interests (EnCap Energy Capital Fund VIII, L.P.) (Fully diluted 0.1%)(8)

          2,868     2,985  

     

LP Interests (EnCap Energy Capital Fund VIII Co- Investors, L.P.) (Fully diluted 0.3%)

          1,192     1,301  

     

LP Interests (EnCap Energy Capital Fund IX, L.P.) (Fully diluted 0.1%)

          646     646  

     

LP Interests (EnCap Flatrock Midstream Fund II, L.P.) (Fully diluted 0.8%)

          2,723     2,723  

                  7,429     7,655  

e-Rewards, Inc.(11)

 

Provider of Digital Data Collection

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—October 29, 2018)(9)

    11,000     10,786     10,931  

Excelitas Technologies Corp.(11)

 

Lighting and Sensor Components

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—November 2, 2020)(9)

    3,958     3,919     3,987  

F-141


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Fender Musical Instruments Corporation(11)

 

Manufacturer of Musical Instruments

 

 

                   

     

LIBOR Plus 4.50% (Floor 1.25%), Current Coupon 5.75%, Secured Debt (Maturity—April 3, 2019)(9)

    448     443     455  

FC Operating, LLC(10)

 

Christian Specialty Retail Stores

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 10.75% (Floor 1.25%), Current Coupon 12.00%, Secured Debt (Maturity—November 14, 2017)(9)

    5,550     5,459     5,437  

FishNet Security, Inc.(11)

 

Information Technology Value-Added Reseller

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—November 30, 2017)(9)

    7,920     7,856     7,965  

Fram Group Holdings, Inc.(11)

 

Manufacturer of Automotive Maintenance Products

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.50%), Current Coupon 6.50%, Secured Debt (Maturity—July 31, 2017)(9)

    964     961     958  

     

LIBOR Plus 9.00% (Floor 1.50%), Current Coupon 10.50%, Secured Debt (Maturity—January 29, 2018)(9)

    1,000     996     953  

                  1,957     1,911  

Gastar Exploration USA, Inc.(11)

 

Oil & Gas Exploration & Production

 

 

   
 
   
 
   
 
 

     

8.63% Secured Bond (Maturity—May 15, 2018)

    1,000     1,000     983  

Getty Images, Inc.(11)

 

Digital Photography and Video Content Marketplace

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 3.50% (Floor 1.25%), Current Coupon 4.75%, Secured Debt (Maturity—October 18, 2019)(9)

    4,987     4,501     4,665  

Golden Nugget, Inc.(11)

 

Owner & Operator of Hotels & Casinos

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity—November 21, 2019)(9)

    1,400     1,380     1,424  

Grupo Hima San Pablo, Inc.(11)

 

Tertiary Care Hospitals

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.00% (Floor 1.50%), Current Coupon 8.50%, Secured Debt (Maturity—January 31, 2018)(9)

    4,963     4,877     4,714  

     

13.75% Secured Debt (Maturity—July 31, 2018)

    2,000     1,911     1,900  

                  6,788     6,614  

Healogics, Inc.(11)

 

Wound Care Management

 

 

   
 
   
 
   
 
 

     

Common Stock (43,478 shares)(8)

          50     50  

F-142


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

iEnergizer Limited(11)(13)

 

Provider of Business Outsourcing Solutions

 

 

                   

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—May 1, 2019)(9)

    8,150     8,020     8,028  

Inn of the Mountain Gods Resort and Casino(11)

 

Hotel & Casino

 

 

   
 
   
 
   
 
 

     

9.25% Secured Debt (Maturity—November 30, 2020)

    4,096     3,901     3,953  

Ipreo Holdings LLC(11)

 

Application Software for Capital Markets

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.00% (Floor 1.00%), Current Coupon 5.00%, Secured Debt (Maturity—August 5, 2017)(9)

    5,637     5,630     5,721  

Ivy Hill Middle Market Credit Fund III, Ltd.(12)(13)

 

Investment Partnership

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.50% (Floor 0.28%), Current Coupon 6.78%, Secured Debt (Maturity—January 15, 2022)(9)

    2,000     1,704     2,000  

Jackson Hewitt Tax Service Inc.(11)

 

Tax Preparation Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 8.50% (Floor 1.50%), Current Coupon 10.00%, Secured Debt (Maturity—October 16, 2017)(9)

    4,844     4,688     4,820  

Joerns Healthcare, LLC(11)

 

Health Care Equipment & Supplies

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—March 28, 2018)(9)

    6,451     6,395     6,322  

Keypoint Government Solutions, Inc.(11)

 

Pre-Employment Screening Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—November 13, 2017)(9)

    4,483     4,411     4,439  

Larchmont Resources, LLC(11)

 

Oil & Gas Exploration & Production

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.25% (Floor 1.25%), Current Coupon 8.50%, Secured Debt (Maturity—August 7, 2019)(9)

    6,965     6,899     7,096  

Learning Care Group (US) No. 2 Inc.(11)

 

Provider of Early Childhood Education

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity—May 8, 2019)(9)

    5,486     5,436     5,521  

F-143


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

LJ Host Merger Sub, Inc.(11)

 

Managed Services and Hosting Provider

 

 

                   

     

LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity—December 23, 2019)(9)

    10,000     9,901     9,950  

     

LIBOR Plus 8.75% (Floor 1.25%), Current Coupon 10.00%, Secured Debt (Maturity—December 23, 2020)(9)

    5,000     4,901     4,975  

                  14,802     14,925  

LKCM Distribution Holdings, L.P.

 

Distributor of Industrial Process Equipment

 

 

   
 
   
 
   
 
 

     

12% Current / 2.5% PIK Secured Debt (Maturity—December 23, 2018)

    16,506     16,342     16,342  

LKCM Headwater Investments I, L.P.(12)(13)

 

Investment Partnership

 

 

   
 
   
 
   
 
 

     

LP Interests (Fully diluted 2.3%)(8)

          1,500     3,033  

MAH Merger Corporation(11)

 

Sports-Themed Casual Dining Chain

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.50% (Floor 1.25%), Current Coupon 5.75%, Secured Debt (Maturity—July 19, 2019)(9)

    7,350     7,277     7,313  

Media Holdings, LLC(11)(13)

 

Internet Traffic Generator

 

 

   
 
   
 
   
 
 

     

14% Secured Debt (Maturity—October 18, 2018)

    5,894     5,781     5,952  

MediMedia USA, Inc.(11)

 

Provider of Healthcare Media and Marketing

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.00%, Secured Debt (Maturity—November 20, 2018)(9)

    5,473     5,339     5,351  

Medpace Intermediateco, Inc.(11)

 

Clinical Trial Development and Execution

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.00% (Floor 1.25%), Current Coupon 5.25%, Secured Debt (Maturity—June 19, 2017)(9)

    2,924     2,896     2,924  

MedSolutions Holdings, Inc.(11)

 

Specialty Benefit Management

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.25% (Floor 1.25%), Current Coupon 6.50%, Secured Debt (Maturity—July 8, 2019)(9)

    3,900     3,864     3,912  

Metal Services LLC(11)

 

Steel Mill Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—June 30, 2017)(9)

    5,313     5,313     5,365  

Milk Specialties Company(11)

 

Processor of Nutrition Products

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.75% (Floor 1.25%), Current Coupon 7.00%, Secured Debt (Maturity—November 9, 2018)(9)

    4,905     4,863     4,911  

F-144


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Miramax Film NY, LLC(11)

 

Motion Picture Producer and Distributor

 

 

                   

     

Class B Units (Fully diluted 0.2%)

          500     871  

Modern VideoFilm, Inc.(10)

 

Post-Production Film Studio

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 3.50% (Floor 1.50%), Current Coupon 5.00% / 8.50% PIK, Current Coupon Plus PIK 13.50%, Secured Debt (Maturity—December 19, 2017)(9)

    5,397     5,198     4,749  

     

Warrants (1,375 equivalent shares)

          151     1  

                  5,349     4,750  

MP Assets Corporation(11)

 

Manufacturer of Battery Components

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.50% (Floor 1.25%), Current Coupon 5.75%, Secured Debt (Maturity—December 19, 2019)(9)

    4,600     4,554     4,589  

National Vision, Inc.(11)

 

Discount Optical Retailer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.75% (Floor 1.25%), Current Coupon 7.00%, Secured Debt (Maturity—August 2, 2018)(9)

    3,163     3,125     3,173  

NCP Investment Holdings, Inc.

 

Management of Outpatient Cardiac Cath Labs

 

 

   
 
   
 
   
 
 

     

Class A and C Units (2,474,075 units)

          20     3,170  

NGPL PipeCo, LLC(11)

 

Natural Gas Pipelines and Storage Facilities

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.50% (Floor 1.25%), Current Coupon 6.75%, Secured Debt (Maturity—September 15, 2017)(9)

    9,805     9,660     9,163  

Nice-Pak Products, Inc.(11)

 

Pre-Moistened Wipes Manufacturer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.50% (Floor 1.50%), Current Coupon 8.00%, Secured Debt (Maturity—June 18, 2014)(9)

    5,701     5,650     5,530  

North American Breweries Holdings, LLC(11)

 

Operator of Specialty Breweries

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity—December 11, 2018)(9)

    3,960     3,892     3,881  

NRC US Holding Company LLC(11)

 

Environmental Services Provider

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity—July 30, 2019)(9)

    3,413     3,396     3,421  

F-145


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Nuverra Environmental Solutions, Inc.(11)(13)

 

Water Treatment and Disposal Services

 

 

                   

     

9.88% Unsecured Bond (Maturity—April 15, 2018)

    3,500     3,500     3,413  

Ospemifene Royalty Sub LLC (QuatRx)(10)

 

Estrogen-Deficiency Drug Manufacturer and Distributor

 

 

   
 
   
 
   
 
 

     

11.5% Secured Debt (Maturity—November 15, 2026)

    5,000     5,000     5,000  

Panolam Industries International, Inc.(11)

 

Decorative Laminate Manufacturer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—August 23, 2017)(9)

    7,499     7,435     7,255  

Permian Holdings, Inc.(11)

 

Storage Tank Manufacturer

 

 

   
 
   
 
   
 
 

     

10.5% Secured Bond (Maturity—January 15, 2018)

    3,150     3,116     3,103  

Philadelphia Energy Solutions Refining and Marketing LLC(11)

 

Oil & Gas Refiner

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—April 4, 2018)(9)

    2,978     2,939     2,625  

Pitney Bowes Management Services Inc.(11)

 

Provider of Document Management Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity—October 1, 2019)(9)

    5,985     5,927     6,030  

Polyconcept Financial B.V.(11)

 

Promotional Products to Corporations and Consumers

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity—June 28, 2019)(9)

    3,413     3,381     3,425  

Primesight Limited(10)(13)

 

Outdoor Advertising Operator

 

 

   
 
   
 
   
 
 

     

11.25% Secured Debt (Maturity—October 17, 2015)

    7,378     7,378     8,163  

PT Network, LLC(10)

 

Provider of Outpatient Physical Therapy and Sports Medicine Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.00% (Floor 1.50%), Current Coupon 8.50%, Secured Debt (Maturity—November 1, 2018)(9)

    8,597     8,499     8,499  

Radio One, Inc.(11)

 

Radio Broadcasting

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.00% (Floor 1.50%), Current Coupon 7.50%, Secured Debt (Maturity—March 31, 2016)(9)

    2,902     2,873     2,977  

F-146


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Ravago Holdings America, Inc.(11)

 

Polymers Distributor

 

 

                   

     

LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity—December 20, 2020)(9)

    6,250     6,188     6,266  

Relativity Media, LLC(10)

 

Full-scale Film and Television Production and Distribution

 

 

   
 
   
 
   
 
 

     

10% Secured Debt (Maturity—May 24, 2015)

    5,787     5,739     6,026  

     

15% PIK Secured Debt (Maturity—May 24, 2015)

    6,370     6,189     6,449  

     

Class A Units (260,194 units)

          292     1,521  

                  12,220     13,996  

Sabre Industries, Inc.(11)

 

Manufacturer of Telecom Structures and Equipment

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.75%, Secured Debt (Maturity—August 24, 2018)(9)

    2,975     2,948     2,975  

SAExploration, Inc.(10)(13)

 

Geophysical Services Provider

 

 

   
 
   
 
   
 
 

     

11% Current / 2.5% PIK Secured Debt (Maturity—November 28, 2016)

    8,075     8,173     8,075  

     

Common Stock (6,186 shares)(8)

          65     55  

                  8,238     8,130  

SCE Partners, LLC(10)

 

Hotel & Casino Operator

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity—August 8, 2019)(9)

    7,500     7,429     6,975  

Sotera Defense Solutions, Inc.(11)

 

Defense Industry Intelligence Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.00% (Floor 1.50%), Current Coupon 7.50%, Secured Debt (Maturity—April 21, 2017)(9)

    11,651     11,086     10,486  

Sourcehov LLC(11)

 

Business Process Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.50% (Floor 1.25%), Current Coupon 8.75%, Secured Debt (Maturity—April 30, 2019)(9)

    1,500     1,486     1,523  

Sutherland Global Services, Inc.(11)

 

Business Process Outsourcing Provider

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—March 6, 2019)(9)

    6,738     6,619     6,754  

Synagro Infrastructure Company, Inc(11)

 

Waste Management Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.25%, Secured Debt (Maturity—August 22, 2020)(9)

    6,983     6,849     6,924  

F-147


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Targus Group International(11)

 

Protective Cases for Mobile Devices

 

 

                   

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00% / 1.00% PIK, Current Coupon Plus PIK 12.00%, Secured Debt (Maturity—May 24, 2016)(9)

    4,426     4,445     3,696  

Technimark LLC(11)

 

Injection Molding

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.25% (Floor 1.25%), Current Coupon 5.50%, Secured Debt (Maturity—April 17, 2019)(9)

    3,734     3,701     3,753  

TeleGuam Holdings, LLC(11)

 

Cable and Telecom Services Provider

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.00% (Floor 1.25%), Current Coupon 5.25%, Secured Debt (Maturity—December 10, 2018)(9)

    6,965     6,933     6,948  

     

LIBOR Plus 7.50% (Floor 1.25%), Current Coupon 8.75%, Secured Debt (Maturity—June 10, 2019)(9)

    2,500     2,477     2,513  

                  9,410     9,461  

Templar Energy LLC(11)

 

Oil & Gas Exploration & Production

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—November 25, 2020)(9)

    3,000     2,941     3,017  

Tervita Corporation(11)(13)

 

Oil and Gas Environmental Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity—May 15, 2018)(9)

    5,474     5,427     5,507  

The Tennis Channel, Inc.(10)

 

Television-Based Sports Broadcasting

 

 

   
 
   
 
   
 
 

     

Warrants (114,316 equivalent shares)

          235     301  

The Topps Company, Inc.(11)

 

Trading Cards & Confectionary

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—October 2, 2018)(9)

    2,000     1,981     2,005  

ThermaSys Corporation(11)

 

Manufacturer of Industrial Heat Exchanges

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.00% (Floor 1.25%), Current Coupon 5.25%, Secured Debt (Maturity—May 3, 2019)(9)

    6,395     6,336     6,326  

Therakos, Inc.(11)

 

Immune System Disease Treatment

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity—December 27, 2017)(9)

    6,446     6,314     6,470  

F-148


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Totes Isotoner Corporation(11)

 

Weather Accessory Retail

 

 

                   

     

LIBOR Plus 5.75% (Floor 1.50%), Current Coupon 7.25%, Secured Debt (Maturity—July 7, 2017)(9)

    4,275     4,228     4,299  

Travel Leaders Group, LLC(11)

 

Travel Agency Network Provider

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—December 5, 2018)(9)

    7,500     7,352     7,406  

UniTek Global Services, Inc.(11)

 

Provider of Outsourced Infrastructure Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00% / 4.00% PIK, Current Coupon Plus PIK 15.00%, Secured Debt (Maturity—April 15, 2018)(9)

    10,034     9,328     10,016  

     

Warrants (267,302 equivalent shares)

          466     450  

                  9,794     10,466  

Universal Fiber Systems, LLC(10)

 

Manufacturer of Synthetic Fibers

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 5.75% (Floor 1.75%), Current Coupon 7.50%, Secured Debt (Maturity—June 26, 2015)(9)

    10,192     10,141     10,243  

US Xpress Enterprises, Inc.(11)

 

Truckload Carrier

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.88% (Floor 1.50%), Current Coupon 9.38%, Secured Debt (Maturity—November 13, 2016)(9)

    6,078     5,985     6,048  

Vantage Oncology, LLC(11)

 

Outpatient Radiation Oncology Treatment Centers

 

 

   
 
   
 
   
 
 

     

9.5% Secured Bond (Maturity—August 7, 2017)

    7,000     7,000     7,175  

Virtex Enterprises, LP(10)

 

Specialty, Full-Service Provider of Complex Electronic Manufacturing Services

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—December 27, 2018)

    1,667     1,612     1,612  

     

Preferred Class A Units (14 shares; 5% cumulative)(8)

          327     327  

     

Warrants (11 equivalent units)

          22     22  

                  1,961     1,961  

Visant Corporation(11)

 

School Affinity Stores

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.00% (Floor 1.25%), Current Coupon 5.25%, Secured Debt (Maturity—December 22, 2016)(9)

    3,882     3,882     3,837  

F-149


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Vision Solutions, Inc.(11)

 

Provider of Information Availability Software

 

 

                   

     

LIBOR Plus 4.50% (Floor 1.50%), Current Coupon 6.00%, Secured Debt (Maturity—July 23, 2016)(9)

    2,348     2,235     2,347  

     

LIBOR Plus 8.00% (Floor 1.50%), Current Coupon 9.50%, Secured Debt (Maturity—July 23, 2017)(9)

    5,000     4,969     5,050  

                  7,204     7,397  

Walker & Dunlop Inc.(11)(13)

 

Real Estate Financial Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity—December 20, 2020)(9)

    4,250     4,208     4,229  

Western Dental Services, Inc.(11)

 

Dental Care Services

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 7.00% (Floor 1.25%), Current Coupon 8.25%, Secured Debt (Maturity—November 1, 2018)(9)

    4,950     4,825     4,996  

Willbros Group, Inc.(11)(13)

 

Engineering and Construction Contractor

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 9.75% (Floor 1.25%), Current Coupon 11.00%, Secured Debt (Maturity—August 5, 2019)(9)

    2,993     2,893     3,037  

Wilton Brands LLC(11)

 

Specialty Housewares Retailer

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity—August 30, 2018)(9)

    1,875     1,844     1,792  

Wireco Worldgroup Inc.(11)

 

Manufacturer of Synthetic Lifting Products

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity—February 15, 2017)(9)

    2,469     2,451     2,492  

YP Holdings LLC(11)

 

Online and Offline Advertising Operator

 

 

   
 
   
 
   
 
 

     

LIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.00%, Secured Debt (Maturity—June 4, 2018)(9)

    2,800     2,737     2,834  

Zilliant Incorporated

 

Price Optimization and Margin Management Solutions

 

 

   
 
   
 
   
 
 

     

12% Secured Debt (Maturity—June 15, 2017)

    8,000     7,056     7,056  

     

Warrants (952,500 equivalent shares)

          1,071     1,071  

                  8,127     8,127  

Subtotal Non-Control/Non-Affiliate Investments (50.9% of total investments at fair value)

    643,068     661,102  

Total Portfolio Investments, December 31, 2013

    1,163,071     1,286,188  

F-150


Table of Contents


MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2013

(in thousands)

Portfolio Company(1)
  Business Description
  Type of Investment(2)(3)
  Principal(4)
  Cost(4)
  Fair Value
 
   

Marketable Securities and Idle Funds Investments

             

 

Investments in Marketable Securities and Diversified, Registered Bond Funds

 

 

   
 
   
 
   
 
 

Other Marketable Securities and Idle Funds Investments(13)

    14,885     13,301  


Subtotal Marketable Securities and Idle Funds Investments (1.0% of total investments at fair value)


 

 

14,885

 

 

13,301

 

Total Investments, December 31, 2013

  $ 1,177,956   $ 1,299,489  

(1)
All investments are Lower Middle Market portfolio investments, unless otherwise noted. Substantially all of the Company's assets are encumbered either as security for the Company's credit agreement or in support of the SBA-guaranteed debentures issued by the Funds.

(2)
Debt investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted.

(3)
See Note C for summary geographic location of portfolio companies.

(4)
Principal is net of prepayments. Cost is net of prepayments and accumulated unearned income.

(5)
Control investments are defined by the Investment Company Act of 1940, as amended ("1940 Act") as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)
Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% of the voting securities are owned and the investments are not classified as Control investments.

(7)
Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)
Income producing through dividends or distributions.

(9)
Index based floating interest rate is subject to contractual minimum interest rate.

(10)
Private Loan portfolio investment. See Note B for a summary of Private Loan portfolio investments.

(11)
Middle Market portfolio investment. See Note B for a summary of Middle Market portfolio investments.

(12)
Other Portfolio investment. See Note B for a summary of Other Portfolio investments.

(13)
Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)
Non-accrual and non-income producing investment.

(15)
External Investment Manager.

F-151


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A—ORGANIZATION AND BASIS OF PRESENTATION

1.     Organization

        Main Street Capital Corporation ("MSCC") was formed in March 2007 for the purpose of (i) acquiring 100% of the equity interests of Main Street Mezzanine Fund, LP ("MSMF") and its general partner, Main Street Mezzanine Management, LLC, (ii) acquiring 100% of the equity interests of Main Street Capital Partners, LLC (the "Internal Investment Manager"), (iii) raising capital in an initial public offering, which was completed in October 2007 (the "IPO"), and (iv) thereafter operating as an internally managed business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). MSMF is licensed as a Small Business Investment Company ("SBIC") by the United States Small Business Administration ("SBA") and the Internal Investment Manager acts as MSMF's manager and investment adviser. Because the Internal Investment Manager, which employs all of the executive officers and other employees of MSCC, is wholly owned by MSCC, MSCC does not pay any external investment advisory fees but instead incurs the operating costs associated with employing investment and portfolio management professionals through the Internal Investment Manager. The IPO and related transactions discussed above were consummated in October 2007 and are collectively termed the "Formation Transactions."

        During January 2010, MSCC acquired (the "Exchange Offer") approximately 88% of the total dollar value of the limited partner interests in Main Street Capital II, LP ("MSC II" and, together with MSMF, the "Funds") and 100% of the membership interests in the general partner of MSC II, Main Street Capital II GP, LLC ("MSC II GP"). MSC II is an investment fund that operates as an SBIC and commenced operations in January 2006. During the first quarter of 2012, MSCC acquired all of the remaining minority ownership of the MSC II limited partnership interests (the "Final MSC II Exchange"). The Exchange Offer and related transactions, including the acquisition of MSC II GP interests and the Final MSC II Exchange, are collectively termed the "Exchange Offer Transactions."

        MSC Adviser I, LLC (the "External Investment Manager" and, together with the Internal Investment Manager, the "Investment Managers") was formed in November 2013 as a wholly owned subsidiary of MSCC to provide investment management and other services to parties other than MSCC and its subsidiaries ("External Parties") and receive fee income for such services. MSCC has been granted no-action relief by the Securities and Exchange Commission ("SEC") to allow the External Investment Manager to register as a registered investment adviser ("RIA") under Investment Advisers Act of 1940, as amended (the "Advisers Act"). The External Investment Manager is accounted for as a portfolio investment of MSCC, since the External Investment Manager conducts all of its investment management activities for parties outside of MSCC and its consolidated subsidiaries or its portfolio companies.

        MSCC has elected to be treated for federal income tax purposes as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). As a result, MSCC generally will not pay corporate-level federal income taxes on any net ordinary income or capital gains that it distributes to its stockholders.

        MSCC has direct and indirect wholly owned subsidiaries that have elected to be taxable entities (the "Taxable Subsidiaries"). The primary purpose of these entities is to hold certain investments that generate "pass through" income for tax purposes. Each of the Investment Managers is also a direct wholly owned subsidiary that has elected to be a taxable entity. The Taxable Subsidiaries and the Investment Managers are each taxed at their normal corporate tax rates based on their taxable income.

F-152


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        Unless otherwise noted or the context otherwise indicates, the terms "we," "us," "our" and "Main Street" refer to MSCC and its consolidated subsidiaries, which include the Funds, the Taxable Subsidiaries and, beginning April 1, 2013, the Internal Investment Manager (see Note A.2. for further discussion).

2.     Basis of Presentation

        Main Street's financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). For each of the periods presented herein, Main Street's consolidated financial statements include the accounts of MSCC and its consolidated subsidiaries (which, as noted above and discussed in detail below, include the Funds and the Taxable Subsidiaries and, beginning April 1, 2013, include the Internal Investment Manager which was previously treated as a portfolio investment). The Investment Portfolio, as used herein, refers to all of Main Street's investments in LMM portfolio companies, investments in Middle Market portfolio companies, Private Loan portfolio investments, Other Portfolio investments, the investment in the External Investment Manager and, for all periods up to and including March 31, 2013, the investment in the Internal Investment Manager, but excludes all "Marketable securities and idle funds investments", and, for all periods after March 31, 2013, the Investment Portfolio also excludes the investment in the Internal Investment Manager (see Note C—Fair Value Hierarchy for Investments and Debentures—Portfolio Composition—Portfolio Investment Composition for additional discussion of Main Street's Investment Portfolio and definitions for the terms LMM, Middle Market, Private Loan and Other Portfolio). For all periods up to and including the period ending March 31, 2013, the Internal Investment Manager was accounted for as a portfolio investment (see Note D) and was not consolidated with MSCC and its consolidated subsidiaries. For all periods after March 31, 2013, the Internal Investment Manager is consolidated with MSCC and its other consolidated subsidiaries. "Marketable securities and idle funds investments" are classified as financial instruments and are reported separately on Main Street's Consolidated Balance Sheets and Consolidated Schedules of Investments due to the nature of such investments (see Note B.11.). Main Street's results of operations and cash flows for the years ended December 31, 2014, 2013 and 2012 and financial position as of December 31, 2014 and 2013 are presented on a consolidated basis. The effects of all intercompany transactions between Main Street and its consolidated subsidiaries have been eliminated in consolidation.

        Under the regulations pursuant to Article 6 of Regulation S-X applicable to BDCs and Accounting Standards Codification ("Codification" or "ASC") 946, Financial Services—Investment Companies ("ASC 946"), Main Street is precluded from consolidating portfolio company investments, including those in which it has a controlling interest, unless the portfolio company is another investment company. An exception to this general principle in ASC 946 occurs if Main Street holds a controlling interest in an operating company that provides all or substantially all of its services directly to Main Street or to its portfolio companies. None of the portfolio investments made by Main Street qualify for this exception, including the investment in the External Investment Manager, except as discussed below with respect to the Internal Investment Manager. Therefore, Main Street's Investment Portfolio is carried on the balance sheet at fair value, as discussed further in Note B, with any adjustments to fair value recognized as "Net Change in Unrealized Appreciation (Depreciation)" on the consolidated statements of operations until the investment is realized, usually upon exit, resulting in any gain or loss being recognized as a "Net Realized Gain (Loss)." For all periods prior to and including March 31, 2013, the Internal Investment Manager was accounted for as a portfolio investment and included as part of the Investment Portfolio in the consolidated financial statements of Main Street (see Note D for further discussion of the Internal Investment Manager). The Internal Investment Manager was

F-153


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

consolidated with MSCC and its other consolidated subsidiaries prospectively beginning April 1, 2013 as the controlled operating subsidiary is providing substantially all of its services directly or indirectly to Main Street or its portfolio companies.

        Main Street classifies its Investment Portfolio in accordance with the requirements of the 1940 Act. Under the 1940 Act, (a) "Control Investments" are defined as investments in which Main Street owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) "Affiliate Investments" are defined as investments in which Main Street owns between 5% and 25% of the voting securities and does not have rights to maintain greater than 50% of the board representation, and (c) "Non-Control/Non-Affiliate Investments" are defined as investments that are neither Control Investments nor Affiliate Investments.

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.     Valuation of the Investment Portfolio

        Main Street accounts for its Investment Portfolio at fair value. As a result, Main Street follows the provisions of the Financial Accounting Standards Board ("FASB") ASC 820, Fair Value Measurements and Disclosures ("ASC 820"). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires Main Street to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact.

        Main Street's portfolio strategy calls for it to invest primarily in illiquid debt and equity securities issued by private, LMM companies and debt securities issued by Middle Market companies that are generally larger in size than the LMM companies. Main Street categorizes some of its investments in LMM companies and Middle Market companies as Private Loan portfolio investments, which are primarily debt securities issued by companies that are consistent in size with either the LMM companies or Middle Market companies, but are investments which have been originated through strategic relationships with other investment funds on a collaborative basis. The structure, terms and conditions for these Private Loan investments are typically consistent with the structure, terms and conditions for the investments made in its LMM portfolio or Middle Market portfolio. Main Street's portfolio also includes Other Portfolio investments which primarily consist of investments that are not consistent with the typical profiles for its LMM portfolio investments, Middle Market portfolio investments or Private Loan portfolio investments, including investments which may be managed by third parties. Main Street's portfolio investments may be subject to restrictions on resale.

        LMM investments and Other Portfolio investments generally have no established trading market while Middle Market securities generally have established markets that are not active. Private Loan investments may include investments which have no established trading market or have established markets that are not active. Main Street determines in good faith the fair value of its Investment Portfolio pursuant to a valuation policy in accordance with ASC 820 and a valuation process approved by its Board of Directors and in accordance with the 1940 Act. Main Street's valuation policies and processes are intended to provide a consistent basis for determining the fair value of Main Street's Investment Portfolio.

F-154


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        For LMM portfolio investments, Main Street generally reviews external events, including private mergers, sales and acquisitions involving comparable companies, and includes these events in the valuation process by using an enterprise value waterfall methodology ("Waterfall") for its LMM equity investments and an income approach using a yield-to-maturity model ("Yield-to-Maturity") for its LMM debt investments. For Middle Market portfolio investments, Main Street primarily uses quoted prices in the valuation process. Main Street determines the appropriateness of the use of third-party broker quotes, if any, in determining fair value based on its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer, the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company and other market indices. For Middle Market and Private Loan portfolio investments in debt securities for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value the investment in a current hypothetical sale using the Yield-to-Maturity valuation method. For its Other Portfolio equity investments, Main Street generally calculates the fair value of the investment primarily based on the net asset value ("NAV") of the fund. All of the valuation approaches for Main Street's portfolio investments estimate the value of the investment as if Main Street were to sell, or exit, the investment as of the measurement date.

        These valuation approaches consider the value associated with Main Street's ability to control the capital structure of the portfolio company, as well as the timing of a potential exit. For valuation purposes, "control" portfolio investments are composed of debt and equity securities in companies for which Main Street has a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company's board of directors. For valuation purposes, "non-control" portfolio investments are generally composed of debt and equity securities in companies for which Main Street does not have a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company's board of directors.

        Under the Waterfall valuation method, Main Street estimates the enterprise value of a portfolio company using a combination of market and income approaches or other appropriate valuation methods, such as considering recent transactions in the equity securities of the portfolio company or third-party valuations of the portfolio company, and then performs a waterfall calculation by using the enterprise value over the portfolio company's securities in order of their preference relative to one another. The enterprise value is the fair value at which an enterprise could be sold in a transaction between two willing parties, other than through a forced or liquidation sale. Typically, private companies are bought and sold based on multiples of earnings before interest, taxes, depreciation and amortization ("EBITDA"), cash flows, net income, revenues, or in limited cases, book value. There is no single methodology for estimating enterprise value. For any one portfolio company, enterprise value is generally described as a range of values from which a single estimate of enterprise value is derived. In estimating the enterprise value of a portfolio company, Main Street analyzes various factors including the portfolio company's historical and projected financial results. The operating results of a portfolio company may include unaudited, projected, budgeted or pro forma financial information and may require adjustments for non-recurring items or to normalize the operating results that may require significant judgment in its determination. In addition, projecting future financial results requires significant judgment regarding future growth assumptions. In evaluating the operating results, Main Street also analyzes the impact of exposure to litigation, loss of customers or other contingencies. After determining the appropriate enterprise value, Main Street allocates the enterprise value to investments in order of the legal priority of the various components of the portfolio company's capital structure. In applying the Waterfall valuation method, Main Street assumes the loans are paid off at the principal

F-155


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

amount in a change in control transaction and are not assumed by the buyer, which Main Street believes is consistent with its past transaction history and standard industry practices.

        Under the Yield-to-Maturity valuation method, Main Street also uses the income approach to determine the fair value of debt securities based on projections of the discounted future free cash flows that the debt security will likely generate, including analyzing the discounted cash flows of interest and principal amounts for the debt security, as set forth in the associated loan agreements, as well as the financial position and credit risk of the portfolio investments. Main Street's estimate of the expected repayment date of its debt securities is generally the legal maturity date of the instrument, as Main Street generally intends to hold its loans and debt securities to maturity. The Yield-to-Maturity analysis also considers changes in leverage levels, credit quality, portfolio company performance and other factors. Main Street will generally use the value determined by the Yield-to-Maturity analysis as the fair value for that security; however, because of Main Street's general intent to hold its loans to maturity, the fair value will not exceed the principal amount of the debt security valued using the Yield-to-Maturity valuation method. A change in the assumptions that Main Street uses to estimate the fair value of its debt securities using the Yield-to-Maturity valuation method could have a material impact on the determination of fair value. If there is deterioration in credit quality or if a debt security is in workout status, Main Street may consider other factors in determining the fair value of the debt security, including the value attributable to the debt security from the enterprise value of the portfolio company or the proceeds that would most likely be received in a liquidation analysis.

        Under the NAV valuation method, for an investment in an investment fund that does not have a readily determinable fair value, Main Street measures the fair value of the investment predominately based on the NAV of the investment fund as of the measurement date. However, in determining the fair value of the investment, Main Street may consider whether adjustments to the NAV are necessary in certain circumstances, based on the analysis of any restrictions on redemption of Main Street's investment as of the measurement date, recent actual sales or redemptions of interests in the investment fund, and expected future cash flows available to equity holders, including the rate of return on those cash flows compared to an implied market return on equity required by market participants, or other uncertainties surrounding Main Street's ability to realize the full NAV of its interests in the investment fund.

        Pursuant to its internal valuation process and the requirements under the 1940 Act, Main Street performs valuation procedures on its investments in each LMM portfolio company quarterly. In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its LMM portfolio companies, Main Street, among other things, consults with a nationally recognized independent financial advisory services firm. The nationally recognized independent financial advisory services firm is generally consulted relative to Main Street's investments in each LMM portfolio company at least once every calendar year, and for Main Street's investments in new LMM portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, Main Street may determine that it is not cost-effective, and as a result is not in its stockholders' best interest, to consult with the nationally recognized independent financial advisory services firm on its investments in one or more LMM portfolio companies. Such instances include, but are not limited to, situations where the fair value of Main Street's investment in a LMM portfolio company is determined to be insignificant relative to the total Investment Portfolio. Main Street consulted with its independent financial advisory services firm in arriving at Main Street's determination of fair value on its investments in a total of 52 LMM portfolio companies for the year ended December 31, 2014, representing approximately 83% of the total LMM portfolio at fair value as of December 31, 2014, and on a total of 50 LMM portfolio companies for the year ended December 31,

F-156


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2013, representing approximately 76% of the total LMM portfolio at fair value as of December 31, 2014. Excluding investments in new LMM portfolio companies which have not been in the Investment Portfolio for at least twelve months subsequent to the initial investment as of December 31, 2014 and 2013, as applicable, and investments in the LMM portfolio companies that were not reviewed because their equity is publicly traded, the percentage of the LMM portfolio reviewed by our independent financial advisory services firm for the year ended December 31, 2014 and 2013 was 99% and 100% of the total LMM portfolio at fair value as of December 31, 2014 and 2013, respectively.

        For valuation purposes, all of Main Street's Middle Market portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, Main Street uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. For Middle Market portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Middle Market debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Middle Market equity investments in a current hypothetical sale using the Waterfall valuation method.

        For valuation purposes, all of Main Street's Private Loan portfolio investments are non-control investments. For Private Loan portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Private Loan debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Private Loan equity investments in a current hypothetical sale using the Waterfall valuation method.

        For valuation purposes, all of Main Street's Other Portfolio investments are non-control investments. Main Street's Other Portfolio investments comprised approximately 3.8% and 3.3%, respectively, of Main Street's Investment Portfolio at fair value as of December 31, 2014 and 2013. Similar to the LMM investment portfolio, market quotations for Other Portfolio equity investments are generally not readily available. For its Other Portfolio equity investments, Main Street generally determines the fair value of its investments using the NAV valuation method. For Other Portfolio debt investments, Main Street generally determines the fair value of these investments through obtaining third-party quotes or other independent pricing to the extent that these inputs are available and appropriate to determine fair value. For Other Portfolio debt investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Other Portfolio debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method.

        For valuation purposes, Main Street's investment in the External Investment Manager is a control investment. Market quotations are not readily available for this investment, and as a result, Main Street determines the fair value of the External Investment Manager using the Waterfall valuation method under the market approach. In estimating the enterprise value, Main Street analyzes various factors, including the entity's historical and projected financial results, as well as its size, marketability and performance relative to the population of market multiples. This valuation approach estimates the value of the investment as if Main Street were to sell, or exit, the investment. In addition, Main Street considers the value associated with Main Street's ability to control the capital structure of the company, as well as the timing of a potential exit.

F-157


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        Due to the inherent uncertainty in the valuation process, Main Street's determination of fair value for its Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. Main Street determines the fair value of each individual investment and records changes in fair value as unrealized appreciation or depreciation.

        Main Street uses a standard internal portfolio investment rating system in connection with its investment oversight, portfolio management and analysis and investment valuation procedures for its LMM portfolio companies. This system takes into account both quantitative and qualitative factors of the LMM portfolio company and the investments held therein.

        The Board of Directors of Main Street has the final responsibility for overseeing, reviewing and approving, in good faith, Main Street's determination of the fair value for its Investment Portfolio, as well as its valuation procedures, consistent with 1940 Act requirements. Main Street believes its Investment Portfolio as of December 31, 2014 and 2013 approximates fair value as of those dates based on the markets in which Main Street operates and other conditions in existence on those reporting dates.

2.     Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results may differ from these estimates under different conditions or assumptions. Additionally, as explained in Note B.1., the financial statements include investments in the Investment Portfolio whose values have been estimated by Main Street with the oversight, review and approval by Main Street's Board of Directors in the absence of readily ascertainable market values. Because of the inherent uncertainty of the Investment Portfolio valuations, those estimated values may differ significantly from the values that would have been determined had a readily available market for the investments existed, and it is reasonably possible that the differences could be material.

3.     Cash and Cash Equivalents

        Cash and cash equivalents consist of highly liquid investments with an original maturity of three months or less at the date of purchase. Cash and cash equivalents are carried at cost, which approximates fair value.

        At December 31, 2014, cash balances totaling $57.5 million exceeded Federal Deposit Insurance Corporation insurance protection levels, subjecting the Company to risk related to the uninsured balance. All of the Company's cash deposits are held at large established high credit quality financial institutions and management believes that the risk of loss associated with any uninsured balances is remote.

4.     Marketable Securities and Idle Funds Investments

        Marketable securities and idle funds investments include intermediate-term secured debt investments, independently rated debt investments and publicly traded debt and equity investments. See

F-158


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the "Consolidated Schedule of Investments" for more information on Marketable securities and idle funds investments.

5.     Interest, Dividend and Fee Income (Structuring and Advisory Services)

        Main Street records interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. In accordance with Main Street's valuation policy, Main Street evaluates accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if Main Street otherwise does not expect the debtor to be able to service all of its debt or other obligations, Main Street will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security's status significantly improves regarding the debtor's ability to service the debt or other obligations, or if a loan or debt security is fully impaired, sold or written off, Main Street removes it from non-accrual status.

        Main Street holds debt and preferred equity instruments in its Investment Portfolio that contain payment-in-kind ("PIK") interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed in Note B.9. below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though Main Street may not have collected the PIK interest and cumulative dividends in cash. Main Street stops accruing PIK interest and cumulative dividends and write off any accrued and uncollected interest and dividends in arrears when it is determined that such PIK interest and dividends in arrears are no longer collectible. For the years ended December 31, 2014, 2013 and 2012, (i) approximately 3.3%, 4.3% and 4.3%, respectively, of Main Street's total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 1.3%, 1.2% and 0.3%, respectively, of Main Street's total investment income was attributable to cumulative dividend income not paid currently in cash.

        As of December 31, 2014, Main Street's total Investment Portfolio had five investments with positive fair value on non-accrual status, which comprised approximately 1.7% of its fair value and 4.7% of its cost, and no fully impaired investments. As of December 31, 2013, Main Street's total Investment Portfolio had two investments with positive fair value on non-accrual status, which comprised approximately 2.3% of its fair value and 4.7% of its cost, and no fully impaired investments.

        Main Street may periodically provide services, including structuring and advisory services, to its portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are deferred and accreted into interest income over the life of the financing.

F-159


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        A presentation of the investment income Main Street received from its Investment Portfolio in each of the periods presented is as follows:

 
  Years Ended December 31,  
 
  2014   2013   2012  
 
  (dollars in thousands)
 

Interest, fee and dividend income:

                   

Interest income

  $ 110,362   $ 94,546   $ 72,074  

Dividend income

    22,235     14,124     10,211  

Fee income

    7,342     6,488     6,573  

Total interest, fee and dividend income

  $ 139,939   $ 115,158   $ 88,858  

6.     Deferred Financing Costs

        Deferred financing costs include SBIC debenture commitment fees and SBIC debenture leverage fees on the SBIC debentures which are not accounted for under the fair value option under ASC 825 (as discussed further in Note B.11.). These fees are approximately 3.4% of the total commitment and draw amounts, as applicable. These deferred financing costs have been capitalized and are being amortized into interest expense over the ten year term of each debenture agreement.

        Deferred financing costs also include commitment fees and other costs related to Main Street's multi-year investment credit facility (the "Credit Facility", as discussed further in Note G) and its notes (as discussed further in Note H). These costs have been capitalized and are amortized into interest expense over the term of the individual instrument.

7.     Unearned Income—Debt Origination Fees and Original Issue Discount and Discounts/Premiums to Par Value

        Main Street capitalizes debt origination fees received in connection with financings and reflects such fees as unearned income netted against the applicable debt investments. The unearned income from the fees is accreted into interest income based on the effective interest method over the life of the financing.

        In connection with its portfolio debt investments, Main Street sometimes receives nominal cost warrants ("nominal cost equity") that are valued as part of the negotiation process with the particular portfolio company. When Main Street receives nominal cost equity, Main Street allocates its cost basis in its investment between its debt security and its nominal cost equity at the time of origination based on amounts negotiated with the particular portfolio company. The allocated amounts are based upon the fair value of the nominal cost equity, which is then used to determine the allocation of cost to the debt security. Any discount recorded on a debt investment resulting from this allocation is reflected as unearned income, which is netted against the applicable debt investment, and accreted into interest income based on the effective interest method over the life of the debt investment. The actual collection of this interest is deferred until the time of debt principal repayment.

        Main Street may also purchase debt securities at a discount or at a premium to the par value of the debt security. In the case of a purchase at a discount, Main Street records the investment at the par value of the debt security net of the discount, and the discount is accreted into interest income based on the effective interest method over the life of the debt investment. In the case of a purchase at a premium, Main Street records the investment at the par value of the debt security plus the premium,

F-160


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

and the premium is amortized as a reduction to interest income based on the effective interest method over the life of the debt investment.

        To maintain RIC tax treatment (as discussed below in Note B.9.), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though Main Street may not have collected the interest income. For the years ended December 31, 2014, 2013 and 2012, approximately 3.1%, 3.3% and 3.7%, respectively, of Main Street's total investment income was attributable to interest income for the accretion of discounts associated with debt investments, net of any premium reduction.

8.     Share-Based Compensation

        Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, Main Street measures the grant date fair value based upon the market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period or vesting term.

9.     Income Taxes

        MSCC has elected and intends to continue to qualify for the tax treatment applicable to a RIC under the Code, and, among other things, intends to make the required distributions to its stockholders as specified therein. In order to qualify as a RIC, MSCC is required to timely distribute to its stockholders at least 90% of investment company taxable income, as defined by the Code, each year. Depending on the level of taxable income earned in a tax year, MSCC may choose to carry forward taxable income in excess of current year distributions into the next tax year and pay a 4% excise tax on such income. As part of maintaining RIC status, undistributed taxable income (subject to a 4% excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared prior to the filing of the federal income tax return for the applicable fiscal year.

        The Taxable Subsidiaries hold certain portfolio investments for Main Street. The Taxable Subsidiaries are consolidated for U.S. GAAP reporting purposes, and the portfolio investments held by them are included in the consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries permit Main Street to hold equity investments in portfolio companies which are "pass through" entities for tax purposes and continue to comply with the "source income" requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are not consolidated with Main Street for income tax purposes and may generate income tax expense, or benefit, and the related tax assets and liabilities, as a result of their ownership of certain portfolio investments. This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in Main Street's consolidated financial statements.

        The Internal Investment Manager has elected, for tax purposes, to be treated as a taxable entity, is not consolidated with Main Street for income tax purposes and is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. The taxable income, or loss, of the Internal Investment Manager may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. Through March 31, 2013, the Internal Investment Manager provided for any income tax expense, or benefit, and any related tax assets or liabilities, in its separate financial statements. Beginning April 1, 2013, the Internal Investment Manager is included in Main Street's consolidated financial statements and

F-161


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

reflected as a consolidated subsidiary and any income tax expense, or benefit, and any related tax assets and liabilities, are reflected in Main Street's consolidated financial statements.

        The Taxable Subsidiaries and the Internal Investment Manager use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

        Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

10.   Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

        Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period net of recoveries and realized gains or losses from in-kind redemptions. Net change in unrealized appreciation or depreciation reflects the net change in the fair value of the Investment Portfolio and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.

11.   Fair Value of Financial Instruments

        Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Main Street believes that the carrying amounts of its financial instruments, consisting of cash and cash equivalents, receivables, payables and other liabilities approximate the fair values of such items due to the short term nature of these instruments. Marketable securities and idle funds investments may include investments in certificates of deposit, U.S. government agency securities, independently rated debt investments, diversified bond funds and publicly traded debt and equity investments and the fair value determination for these investments under the provisions of ASC 820 generally consists of Level 1 and 2 observable inputs, similar in nature to those discussed further in Note C.

        As part of the Exchange Offer, Main Street elected the fair value option under ASC 825, Financial Instruments ("ASC 825") relating to accounting for debt obligations at their fair value, for the MSC II SBIC debentures acquired (the "Acquired Debentures") as part of the acquisition accounting related to the Exchange Offer and values those obligations as discussed further in Note C. In order to provide for a more consistent basis of presentation, Main Street has continued to elect the fair value option for SBIC debentures issued by MSC II subsequent to the Exchange Offer. When the fair value option is elected for a given SBIC debenture, the deferred loan costs associated with the debenture are fully expensed in the current period to "Net Change in Unrealized Appreciation (Depreciation)—SBIC debentures" as part of the fair value adjustment. Interest incurred in connection with SBIC debentures which are valued at fair value is included in interest expense.

F-162


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12.   Earnings per Share

        Basic and diluted per share calculations are computed utilizing the weighted average number of shares of common stock outstanding for the period. In accordance with ASC 260, Earnings Per Share, the unvested shares of restricted stock awarded pursuant to Main Street's equity compensation plans are participating securities and are included in the basic earnings per share calculation. As a result, for all periods presented, there is no difference between diluted earnings per share and basic earnings per share amounts.

        As a result of the Exchange Offer, which left a minority portion of MSC II's equity interests owned by certain non-Main Street entities for the periods prior to March 31, 2012, the net earnings of MSC II attributable to the remaining noncontrolling interest in MSC II are excluded from all per share amounts presented, and the per share amounts only reflect the net earnings attributable to Main Street's ownership interest in MSC II for the periods prior to March 31, 2012. During the first quarter of 2012, MSCC completed the Final MSC II Exchange to acquire the entire minority portion of MSC II's equity interests not already owned by MSCC. The following table provides a reconciliation of Net Investment Income and Net Realized Income attributable to common stock by excluding amounts related to the noncontrolling interest in MSC II that remained owned by non-Main Street entities for the year ended December 31, 2012.

 
  Year Ended
December 31,
2012
 
 
  (in thousands)
 

Net Investment Income

  $ 59,325  

Noncontrolling interest share of Net Investment Income

    (62 )

Net Investment Income attributable to common stock

    59,263  

Total net realized gain from investments

    16,479  

Noncontrolling interest share of net realized (gain) from investments

    (3 )

Net Realized Income attributable to common stock

  $ 75,739  

Net Investment Income per share—

       

Basic and diluted

  $ 2.01  

Net Realized Income per share—

       

Basic and diluted

  $ 2.56  

Weighted average shares outstanding—

       

Basic and diluted

    29,540,114  

13.   Recently Issued or Adopted Accounting Standards

        In February 2013, the FASB issued Accounting Standards Update ("ASU") 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date ("ASU 2013-04"). ASU 2013-04 provides additional guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date. Public companies are required to apply ASU 2013-04 prospectively for interim and annual reporting periods beginning after December 15, 2013. The

F-163


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

adoption of this standard did not have a material effect on Main Street's consolidated financial statements.

        In June 2013, the FASB issued ASU 2013-08, Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements ("ASU 2013-08"). ASU 2013-08 amends the criteria that define an investment company, clarifies the measurement guidance and requires certain additional disclosures. Public companies are required to apply ASU 2013-08 prospectively for interim and annual reporting periods beginning after December 15, 2013. The adoption of this standard did not have a material effect on Main Street's consolidated financial statements.

        In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11"). ASU 2013-11 provides guidance on the balance sheet presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss, or tax credit carryforward exists as of the reporting date. The update is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. Retrospective application is permitted. The adoption of this standard did not have a material effect on Main Street's consolidated financial statements.

        In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-9 supersedes the revenue recognition requirements under ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the ASC. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Under the new guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The new guidance will significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. Additionally, the guidance requires improved disclosures as to the nature, amount, timing and uncertainty of revenue that is recognized. The new Guidance is effective for the annual reporting period beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The impact of the adoption of this new accounting standard on Main Street's consolidated financial statements is currently being evaluated.

        From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by Main Street as of the specified effective date. Main Street believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its financial statements upon adoption.

NOTE C—FAIR VALUE HIERARCHY FOR INVESTMENTS AND DEBENTURES—PORTFOLIO COMPOSITION

        ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. Main Street accounts for its investments at fair value.

F-164


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fair Value Hierarchy

        In accordance with ASC 820, Main Street has categorized its investments based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical investments (Level 1) and the lowest priority to unobservable inputs (Level 3).

        Investments recorded on Main Street's balance sheet are categorized based on the inputs to the valuation techniques as follows:

        As required by ASC 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized within the Level 3 tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3). Main Street conducts reviews of fair value hierarchy classifications on a quarterly basis. During the classification process, Main Street may determine that it is appropriate to transfer investments between fair value hierarchy Levels. These transfers occur when Main Street has concluded that it is appropriate for the classification of an individual asset to be changed due to a change in the factors used to determine the selection of the Level. Any such changes are deemed to be effective during the quarter in which the transfer occurs.

        As of December 31, 2014 and 2013, all except for one of Main Street's LMM portfolio investments consisted of illiquid securities issued by private companies. The remaining investment was a publicly

F-165


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

traded equity security. As a result, the fair value determination for the LMM portfolio investments primarily consisted of unobservable inputs. The fair value determination for the publicly traded equity security consisted of observable inputs in non-active markets for which sufficient observable inputs were available to determine the fair value. As a result, all of Main Street's LMM portfolio investments were categorized as Level 3 as of December 31, 2014 and 2013, except for the one publicly traded equity security which was categorized as Level 2.

        As of December 31, 2014, Main Street's Middle Market portfolio investments consisted primarily of investments in secured and unsecured debt investments and independently rated debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street's Middle Market portfolio investments were categorized as Level 3 as of December 31, 2014. As of December 31, 2013, Main Street's Middle Market portfolio investments consisted primarily of investments in secured and unsecured debt investments and independently rated debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were available to determine the fair value of these investments, observable inputs in the non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, a portion of Main Street's Middle Market portfolio investments were categorized as Level 2 as of December 31, 2013. For those Middle Market portfolio investments for which sufficient observable inputs were not available to determine fair value of the investments, Main Street categorized such investments as Level 3 as of December 31, 2013.

        As of December 31, 2014 and 2013, Main Street's Private Loan portfolio investments primarily consisted of investments in interest-bearing secured debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street's Private Loan portfolio investments were categorized as Level 3 as of December 31, 2014 and 2013.

        As of December 31, 2013, Main Street's Other Portfolio debt investments consisted of investments in secured debt investments. The fair value determination for Other Portfolio debt investments consisted of observable inputs in non-active markets and, as such, were categorized as Level 2 as of December 31, 2013. There were no Other Portfolio debt investments as of December 31, 2014.

        As of December 31, 2014 and 2013, Main Street's Other Portfolio equity investments consisted of illiquid securities issued by private companies. The fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of Main Street's Other Portfolio equity investments were categorized as Level 3 as of December 31, 2014 and 2013.

        As of December 31, 2014 and 2013, Main Street's Marketable securities and idle funds investments consisted primarily of investments in publicly traded debt and equity investments. The fair value determination for these investments consisted of a combination of observable inputs in active markets for which sufficient observable inputs were available to determine the fair value of these investments. As a result, all of Main Street's Marketable securities and idle funds investments were categorized as Level 1 as of December 31, 2014 and 2013.

F-166


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The fair value determination of each portfolio investment categorized as Level 3 required one or more of the following unobservable inputs:

        The significant unobservable inputs used in the fair value measurement of Main Street's LMM equity securities, which are generally valued through an average of the discounted cash flow technique and the market comparable/enterprise value technique (unless one of these approaches is determined to not be appropriate), are (i) EBITDA multiples and (ii) the weighted average cost of capital ("WACC"). Significant increases (decreases) in EBITDA multiple inputs in isolation would result in a significantly higher (lower) fair value measurement. On the contrary, significant increases (decreases) in WACC inputs in isolation would result in a significantly lower (higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of Main Street's LMM, Middle Market, Private Loan and Other Portfolio debt securities are (i) risk adjusted discount rates used in the Yield-to-Maturity valuation technique (described in Note B.1.—Valuation of the Investment Portfolio) and (ii) the percentage of expected principal recovery. Significant increases (decreases) in any of these discount rates in isolation would result in a significantly lower (higher) fair value measurement. Significant increases (decreases) in any of these expected principal recovery percentages in isolation would result in a significantly higher (lower) fair value measurement. However, due to the nature of certain investments, fair value measurements may be based on other criteria, such as third-party

F-167


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

appraisals of collateral and fair values as determined by independent third parties, which are not presented in the tables below.

        The following tables provide a summary of the significant unobservable inputs used to fair value Main Street's Level 3 portfolio investments as of December 31, 2014 and 2013:

Type of Investment
  Fair Value as of
December 31,
2014
(in thousands)
  Valuation Technique   Significant
Unobservable Inputs
  Range(3)   Weighted
Average(3)
 

Equity investments

  $ 407,569   Discounted cash flow   Weighted average cost of capital   11.4% - 23.4%     13.9 %

        Market comparable / Enterprise Value   EBITDA multiple(1)   4.0x - 7.8x(2)     6.4x  

Debt investments

 
$

557,604
 

Discounted cash flow

 

Risk adjusted discount factor

 

7.5% - 15.8%(2)

   
12.1

%

            Expected principal recovery percentage   42.0% - 100.0%     99.3 %

Debt investments

 
$

589,677
 

Market approach

 

Third party quote

 

60.1 - 102.3

       

Total Level 3 investments

  $ 1,554,850                    

(1)
EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.

(2)
Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 4.0x - 17.5x and the range for risk adjusted discount factor is 6.0% - 32.0%.

(3)
Does not include investments for which the valuation technique does not include the use of the applicable fair value input.


Type of Investment
  Fair Value as of
December 31,
2013
(in thousands)
  Valuation Technique   Significant
Unobservable Inputs
  Range(3)   Weighted
Average(3)
 

Equity investments

  $ 307,322   Discounted cash flow   Weighted average cost of capital   11.1% - 19.0%     14.3 %

        Market comparable / Enterprise Value   EBITDA multiple(1)   4.0x - 7.2x(2)     6.0x  

Debt investments

 
$

467,396
 

Discounted cash flow

 

Risk adjusted discount factor

 

6.5% - 26.4%(2)

   
14.3

%

            Expected principal recovery percentage   66.9% - 100.0%     97.8 %

Debt investments

 
$

430,172
 

Market approach

 

Third party quote

 

82.3 - 102.9

       

Total Level 3 investments

  $ 1,204,890                    

(1)
EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.

(2)
Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 4.0x - 11.5x and the range for risk adjusted discount factor is 6.5% - 96.0%.

(3)
Does not include investments for which the valuation technique does not include the use of the applicable fair value input.

F-168


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The following tables provide a summary of changes in fair value of Main Street's Level 3 portfolio investments for the years ended December 31, 2014 and 2013 (amounts in thousands):

Type of Investment
  Fair Value
as of
December 31,
2013
  Transfers
Into
Level 3
Hierarchy
  Redemptions/
Repayments(1)
  New
Investments(1)
  Net
Changes
from
Unrealized
to Realized
  Net
Unrealized
Appreciation
(Depreciation)
  Other(1)   Fair Value
as of
December 31,
2014
 

Debt

  $ 897,568   $ 55,102   $ (525,138 ) $ 753,965   $ 8,071   $ (36,590 ) $ (5,697 ) $ 1,147,281  

Equity

    270,764         (16,460 )   72,289     (5,212 )   65,515     5,037     391,933  

Equity Warrant

    36,558         (1,537 )   1,080     (13,113 )   (7,435 )   83     15,636  

  $ 1,204,890   $ 55,102   $ (543,135 ) $ 827,334   $ (10,254 ) $ 21,490   $ (577 ) $ 1,554,850  

(1)
Includes the impact of non-cash conversions.

Type of Investment
  Fair Value
as of
December 31,
2012
  Transfers
Into
Level 3
Hierarchy
  Redemptions/
Repayments(1)
  New
Investments(1)
  Net
Changes
from
Unrealized
to Realized
  Net
Unrealized
Appreciation
(Depreciation)
  Other(1)   Fair Value
as of
December 31,
2013
 

Debt

    477,272     47,903     (247,820 )   635,392     4,128     (21,770 )   2,463     897,568  

Equity

    191,764         (6,113 )   52,086     (9,003 )   40,191     1,839     270,764  

Equity Warrant

    28,595     314     (2,259 )   9,048     (864 )   3,357     (1,633 )   36,558  

  $ 697,631   $ 48,217   $ (256,192 ) $ 696,526   $ (5,739 ) $ 21,778   $ 2,669   $ 1,204,890  

(1)
Includes the impact of non-cash conversions.

        As of December 31, 2014 and 2013, the fair value determination for the SBIC debentures recorded at fair value primarily consisted of unobservable inputs. As a result, the SBIC debentures which are recorded at fair value were categorized as Level 3. Main Street determines the fair value of these instruments primarily using a Yield-to-Maturity approach that analyzes the discounted cash flows of interest and principal for each SBIC debenture recorded at fair value based on estimated market interest rates for debt instruments of similar structure, terms, and maturity. Main Street's estimate of the expected repayment date of principal for each SBIC debenture recorded at fair value is the legal maturity date of the instrument.

        The significant unobservable inputs used in the fair value measurement of Main Street's SBIC debentures recorded at fair value are the estimated market interest rates used to fair value each debenture using the yield valuation technique described above. Significant increases (decreases) in the Yield-to-Maturity valuation inputs in isolation would result in a significantly lower (higher) fair value measurement.

        During 2014, Main Street received an investment grade credit rating of BBB with a stable outlook. This rating was included in our analysis of the estimated market rates which are used as inputs in the valuation of the SBIC debentures and affected the range of these inputs in comparison to previous periods. The following tables provide a summary of the significant unobservable inputs used to fair

F-169


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

value Main Street's Level 3 SBIC debentures as of December 31, 2014 and 2013 (amounts in thousands):

Type of Instrument
  Fair Value
as of
December 31,
2014
  Valuation Technique   Significant
Unobservable Inputs
  Range   Weighted
Average
 

SBIC debentures

  $ 72,981   Discounted cash flow   Estimated market interest rates   4.6% - 6.0%     5.3 %

 

Type of Instrument
  Fair Value
as of
December 31,
2013
  Valuation Technique   Significant Unobservable Inputs   Range   Weighted
Average
 

SBIC debentures

  $ 62,050   Discounted cash flow   Estimated market interest rates   8.5% - 9.1%     8.9 %

        The following tables provide a summary of changes for the Level 3 SBIC debentures recorded at fair value for the years ended December 31, 2014 and 2013 (amounts in thousands):

Type of Instrument
  Fair Value
as of
December 31,
2013
  Repayments   New SBIC
Debentures
  Net
Unrealized
(Appreciation)
Depreciation
  Fair Value
as of
December 31,
2014
 

SBIC debentures at fair value

  $ 62,050   $   $   $ 10,931   $ 72,981  

 

Type of Instrument
  Fair Value
as of
December 31,
2012
  Repayments   Net
Realized Loss
  New SBIC
Debentures
  Net
Unrealized
(Appreciation)
Depreciation
  Fair Value
as of
December 31,
2013
 

SBIC debentures at fair value

  $ 86,467   $ (24,800 ) $ 4,775   $   $ (4,392 ) $ 62,050  

        At December 31, 2014 and 2013, Main Street's investments and SBIC debentures at fair value were categorized as follows in the fair value hierarchy for ASC 820 purposes:

 
   
  Fair Value Measurements  
 
   
  (in thousands)
 
At December 31, 2014
  Fair Value   Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
  Significant Other
Observable Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 

LMM portfolio investments

  $ 733,191   $   $ 8,480   $ 724,711  

Middle Market portfolio investments

    542,688             542,688  

Private Loan portfolio investments

    213,015             213,015  

Other Portfolio investments

    58,856             58,856  

External Investment Manager

    15,580             15,580  

Total portfolio investments

    1,563,330         8,480     1,554,850  

Marketable securities and idle funds investments

    9,067     9,067          

Total investments

  $ 1,572,397   $ 9,067   $ 8,480   $ 1,554,850  

SBIC debentures at fair value

  $ 72,981   $   $   $ 72,981  

F-170


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 
   
  Fair Value Measurements  
 
   
  (in thousands)
 
At December 31, 2013
  Fair Value   Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
  Significant Other
Observable Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 

LMM portfolio investments

  $ 659,405   $   $ 10,235   $ 649,170  

Middle Market portfolio investments

    471,458         69,063     402,395  

Private Loan portfolio investments

    111,463             111,463  

Other Portfolio investments

    42,798         2,000     40,798  

External Investment Manager

    1,064             1,064  

Total portfolio investments

    1,286,188         81,298     1,204,890  

Marketable securities and idle funds investments

    13,301     13,301          

Total investments

  $ 1,299,489   $ 13,301   $ 81,298   $ 1,204,890  

SBIC debentures at fair value

  $ 62,050   $   $   $ 62,050  

Investment Portfolio Composition

        Main Street's lower middle market ("LMM") portfolio investments primarily consist of secured debt, equity warrants and direct equity investments in privately held, LMM companies based in the United States. Main Street's LMM portfolio companies generally have annual revenues between $10 million and $150 million, and its LMM investments generally range in size from $5 million to $50 million. The LMM debt investments are typically secured by either a first or second priority lien on the assets of the portfolio company, primarily bear interest at fixed rates, and generally have a term of between five and seven years from the original investment date. In most LMM portfolio investments, Main Street receives nominally priced equity warrants and/or makes direct equity investments in connection with a debt investment.

        Main Street's middle market ("Middle Market") portfolio investments primarily consist of direct investments in or secondary purchases of interest-bearing debt securities in privately held companies based in the United States that are generally larger in size than the companies included in Main Street's LMM portfolio. Main Street's Middle Market portfolio companies generally have annual revenues between $150 million and $1.5 billion, and its Middle Market investments generally range in size from $3 million to $15 million. Main Street's Middle Market portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

        Main Street's Private Loan ("Private Loan") portfolio investments primarily consist of investments in interest-bearing debt securities in companies that are consistent with the size of companies in its LMM portfolio or its Middle Market portfolio, but are investments which have been originated through strategic relationships with other investment funds on a collaborative basis. Main Street's Private Loan portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

        Main Street's other portfolio ("Other Portfolio") investments primarily consist of investments which are not consistent with the typical profiles for LMM, Middle Market and Private Loan portfolio investments, including investments which may be managed by third parties. In the Other Portfolio,

F-171


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Main Street may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.

        Main Street's external asset management business is conducted through its External Investment Manager. Main Street has entered into an agreement to provide the External Investment Manager with asset management service support in connection with its asset management business generally, and specifically for its relationship with HMS Income Fund, Inc. ("HMS Income"). Through this agreement, Main Street provides management and other services to the External Investment Manager, as well as access to Main Street's employees, infrastructure, business relationships, management expertise and capital raising capabilities. In the first quarter of 2014, Main Street began charging the External Investment Manager for these services. Main Street's total expenses for the year ended December 31, 2014 are net of expenses of $2.0 million charged to the External Investment Manager. The External Investment Manager earns management fees based on the assets of the funds under management and may earn incentive fees, or a carried interest, based on the performance of the funds managed.

        Investment income, consisting of interest, dividends and fees, can fluctuate dramatically due to various factors, including the level of new investment activity, repayments of debt investments or sales of equity interests. Investment income in any given year could also be highly concentrated among several portfolio companies. For the years ended December 31, 2014, 2013 and 2012, Main Street did not record investment income from any single portfolio company in excess of 10% of total investment income.

        As of December 31, 2014, Main Street had debt and equity investments in 66 LMM portfolio companies with an aggregate fair value of approximately $733.2 million, with a total cost basis of approximately $599.4 million, and a weighted average annual effective yield on Main Street's LMM debt investments of approximately 13.2%. As of December 31, 2014, approximately 72% of Main Street's total LMM portfolio investments at cost were in the form of debt investments and approximately 90% of such debt investments at cost were secured by first priority liens on the assets of Main Street's LMM portfolio companies. At December 31, 2014, Main Street had equity ownership in approximately 95% of its LMM portfolio companies and the average fully diluted equity ownership in those portfolio companies was approximately 35%. As of December 31, 2013, Main Street had debt and equity investments in 62 LMM portfolio companies with an aggregate fair value of approximately $659.4 million, with a total cost basis of approximately $543.3 million and a weighted average annual effective yield on its LMM debt investments of approximately 14.7%. As of December 31, 2013, approximately 76% of Main Street's total LMM portfolio investments at cost were in the form of debt investments and approximately 86% of such debt investments at cost were secured by first priority liens on the assets of Main Street's LMM portfolio companies. At December 31, 2013, Main Street had equity ownership in approximately 94% of its LMM portfolio companies and the average fully diluted equity ownership in those portfolio companies was approximately 33%. The weighted average annual yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2014 and 2013, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status.

        As of December 31, 2014, Main Street had Middle Market portfolio investments in 86 companies, collectively totaling approximately $542.7 million in fair value with a total cost basis of approximately $561.8 million. The weighted average EBITDA for the 86 Middle Market portfolio companies was approximately $77.2 million as of December 31, 2014. As of December 31, 2014, substantially all of Main Street's Middle Market portfolio investments were in the form of debt investments and approximately 85% of such debt investments at cost were secured by first priority liens on portfolio

F-172


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

company assets. The weighted average annual effective yield on Main Street's Middle Market portfolio debt investments was approximately 7.8% as of December 31, 2014. As of December 31, 2013, Main Street had Middle Market portfolio investments in 92 companies collectively totaling approximately $471.5 million in fair value with a total cost basis of approximately $468.3 million. The weighted average EBITDA for the 92 Middle Market portfolio companies was approximately $79.0 million as of December 31, 2013. As of December 31, 2013, substantially all of its Middle Market portfolio investments were in the form of debt investments and approximately 92% of such debt investments at cost were secured by first priority liens on portfolio company assets. The weighted average annual effective yield on Main Street's Middle Market portfolio debt investments was approximately 7.8% as of December 31, 2013. The weighted average annual yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2014 and 2013, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status.

        As of December 31, 2014, Main Street had Private Loan portfolio investments in 31 companies, collectively totaling approximately $213.0 million in fair value with a total cost basis of approximately $224.0 million. The weighted average EBITDA for the 31 Private Loan portfolio companies was approximately $18.1 million as of December 31, 2014. As of December 31, 2014, approximately 96% of Main Street's Private Loan portfolio investments were in the form of debt investments and approximately 88% of such debt investments at cost were secured by first priority liens on portfolio company assets. The weighted average annual effective yield on Main Street's Private Loan portfolio debt investments was approximately 10.1% as of December 31, 2014. As of December 31, 2013, Main Street had Private Loan portfolio investments in 15 companies, collectively totaling approximately $111.5 million in fair value with a total cost basis of approximately $111.3 million. The weighted average EBITDA for the 15 Private Loan portfolio companies was approximately $18.4 million as of December 31, 2013. As of December 31, 2013, approximately 95% of its Private Loan portfolio investments were in the form of debt investments and approximately 98% of such debt investments at cost were secured by first priority liens on portfolio company assets. The weighted average annual effective yield on Main Street's Private Loan portfolio debt investments was approximately 11.3% as of December 31, 2013. The weighted average annual yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2014 and 2013, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status.

        As of December 31, 2014, Main Street had Other Portfolio investments in six companies, collectively totaling approximately $58.9 million in fair value and approximately $56.2 million in cost basis and which comprised approximately 3.8% of Main Street's Investment Portfolio at fair value as of December 31, 2014. As of December 31, 2013, Main Street had Other Portfolio investments in six companies, collectively totaling approximately $42.8 million in fair value and approximately $40.1 million in cost basis and which comprised approximately 3.3% of Main Street's Investment Portfolio at fair value as of December 31, 2013.

        As discussed further in Note A.1., Main Street holds an investment in the External Investment Manager, a wholly owned subsidiary that is treated as a portfolio investment. As of December 31, 2014, there was no cost basis in this investment and the investment had a fair value of $15.6 million, which comprised 1.0% of Main Street's Investment Portfolio at fair value. As of December 31, 2013, there was no cost basis in this investment and the investment had a fair value of $1.1 million, which comprised 0.1% of Main Street's Investment Portfolio at fair value.

F-173


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The following tables summarize the composition of Main Street's total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at cost and fair value by type of investment as a percentage of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments, as of December 31, 2014 and 2013 (this information excludes the Other Portfolio investments and the External Investment Manager).

Cost:
  December 31,
2014
  December 31,
2013
 

First lien debt

    75.7 %   79.0 %

Equity

    11.6 %   10.4 %

Second lien debt

    10.0 %   8.4 %

Equity warrants

    1.5 %   1.9 %

Other

    1.2 %   0.3 %

    100.0 %   100.0 %

Fair Value:

 

December 31,
2014

 

December 31,
2013

 

First lien debt

    66.9 %   69.9 %

Equity

    21.9 %   19.3 %

Second lien debt

    9.2 %   7.6 %

Equity warrants

    1.0 %   2.9 %

Other

    1.0 %   0.3 %

    100.0 %   100.0 %

        The following tables summarize the composition of Main Street's total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments by geographic region of the United States and other countries at cost and fair value as a percentage of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments, as of December 31, 2014 and 2013 (this information excludes the Other Portfolio

F-174


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

investments and the External Investment Manager). The geographic composition is determined by the location of the corporate headquarters of the portfolio company.

Cost:
  December 31,
2014
  December 31,
2013
 

Southwest

    29.6 %   27.8 %

Northeast

    19.9 %   18.0 %

West

    18.7 %   19.1 %

Southeast

    15.4 %   15.6 %

Midwest

    13.5 %   15.4 %

Canada

    0.7 %   1.2 %

Other Non-United States

    2.2 %   2.9 %

    100.0 %   100.0 %

Fair Value:

 

December 31,
2014

 

December 31,
2013

 

Southwest

    33.7 %   30.9 %

West

    20.4 %   20.1 %

Northeast

    18.3 %   17.6 %

Midwest

    12.7 %   15.0 %

Southeast

    12.4 %   12.6 %

Canada

    0.6 %   1.1 %

Other Non-United States

    1.9 %   2.7 %

    100.0 %   100.0 %

        Main Street's LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments are in companies conducting business in a variety of industries. The following tables summarize the composition of Main Street's total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments by industry at cost and fair value

F-175


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

as of December 31, 2014 and 2013 (this information excludes the Other Portfolio investments and the External Investment Manager).

Cost:
  December 31,
2014
  December 31,
2013
 

Media

    8.3 %   7.8 %

Energy Equipment & Services

    8.3 %   10.7 %

Machinery

    6.5 %   3.3 %

IT Services

    5.9 %   6.1 %

Hotels, Restaurants & Leisure

    5.6 %   5.8 %

Software

    5.4 %   3.8 %

Construction & Engineering

    5.3 %   4.1 %

Health Care Providers & Services

    4.9 %   5.8 %

Specialty Retail

    4.7 %   7.2 %

Diversified Telecommunication Services

    4.0 %   3.3 %

Electronic Equipment, Instruments & Components

    3.0 %   2.3 %

Diversified Consumer Services

    2.9 %   2.4 %

Oil, Gas & Consumable Fuels

    2.5 %   3.2 %

Auto Components

    2.3 %   1.6 %

Health Care Equipment & Supplies

    2.1 %   1.2 %

Internet Software & Services

    1.9 %   2.5 %

Road & Rail

    1.8 %   2.7 %

Food Products

    1.8 %   0.9 %

Pharmaceuticals

    1.8 %   0.6 %

Textiles, Apparel & Luxury Goods

    1.3 %   1.6 %

Chemicals

    1.3 %   1.3 %

Aerospace & Defense

    1.2 %   0.8 %

Trading Companies & Distributors

    1.2 %   1.5 %

Professional Services

    1.1 %   1.4 %

Building Products

    1.1 %   1.4 %

Commercial Services & Supplies

    1.0 %   5.1 %

Distributors

    1.0 %   0.0 %

Diversified Financial Services

    1.0 %   0.4 %

Containers & Packaging

    0.9 %   1.0 %

Consumer Finance

    0.9 %   1.1 %

Other(1)

    9.0 %   9.1 %

    100.0 %   100.0 %

(1)
Includes various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at each date.

F-176


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fair Value:
  December 31,
2014
  December 31,
2013
 

Machinery

    8.1 %   5.3 %

Energy Equipment & Services

    7.9 %   10.2 %

Media

    7.7 %   7.6 %

Hotels, Restaurants & Leisure

    5.6 %   5.6 %

Construction & Engineering

    5.5 %   4.6 %

Software

    5.5 %   4.0 %

IT Services

    5.4 %   5.6 %

Specialty Retail

    4.9 %   6.5 %

Diversified Consumer Services

    4.4 %   3.9 %

Health Care Providers & Services

    4.4 %   5.6 %

Diversified Telecommunication Services

    3.8 %   3.6 %

Electronic Equipment, Instruments & Components

    2.5 %   2.4 %

Auto Components

    2.5 %   1.5 %

Internet Software & Services

    2.3 %   2.9 %

Road & Rail

    2.3 %   3.0 %

Oil, Gas & Consumable Fuels

    1.9 %   2.9 %

Health Care Equipment & Supplies

    1.9 %   1.0 %

Pharmaceuticals

    1.7 %   0.6 %

Food Products

    1.6 %   0.8 %

Paper & Forest Products

    1.2 %   1.3 %

Textiles, Apparel & Luxury Goods

    1.2 %   1.4 %

Chemicals

    1.2 %   1.2 %

Aerospace & Defense

    1.1 %   0.7 %

Trading Companies & Distributors

    1.1 %   1.3 %

Commercial Services & Supplies

    1.0 %   4.6 %

Professional Services

    1.0 %   1.2 %

Distributors

    1.0 %   0.0 %

Diversified Financial Services

    1.0 %   0.4 %

Building Products

    0.9 %   1.0 %

Other(1)

    9.4 %   9.3 %

    100.0 %   100.0 %

(1)
Includes various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at each date.

        At December 31, 2014 and 2013, Main Street had no portfolio investment that was greater than 10% of the Investment Portfolio at fair value.

NOTE D—WHOLLY OWNED INVESTMENT MANAGERS

        As discussed further above in Note A.1., the External Investment Manager provides investment management and other services to External Parties. The External Investment Manager is accounted for as a portfolio investment of MSCC since the External Investment Manager conducts all of its

F-177


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

investment management activities for parties outside of MSCC and its consolidated subsidiaries or their portfolio companies.

        During May 2012, Main Street entered into an investment sub-advisory agreement with HMS Adviser, LP ("HMS Adviser"), which is the investment advisor to HMS Income Fund, Inc. ("HMS Income"), a non publicly-traded BDC whose registration statement on Form N-2 was declared effective by the SEC in June 2012, to provide certain investment advisory services to HMS Adviser. In December 2013, after obtaining required no-action relief from the SEC to allow it to own a registered investment adviser, Main Street assigned the sub-advisory agreement to the External Investment Manager since the fees received from such arrangement could otherwise have negative consequences on MSCC's ability to meet the source-of-income requirement necessary for it to maintain its RIC tax treatment. Under the investment sub-advisory agreement, the External Investment Manager is entitled to 50% of the base management fee and the incentive fees earned by HMS Adviser under its advisory agreement with HMS Income. However, Main Street and the External Investment Manager agreed to waive all such fees from the effective date of HMS Income's registration statement on Form N-2 through December 31, 2013. As a result, as of December 31, 2013, neither Main Street nor the External Investment Manager had received any base management fee or incentive fees under the investment sub-advisory agreement and neither was due any unpaid compensation for any base management fee or incentive fees under the investment sub-advisory agreement through December 31, 2013. The External Investment Manager has not waived the base management fees or incentive fees after December 31, 2013 and, as a result, began accruing such fees on January 1, 2014. During the year ended December 31, 2014, the External Investment Manager earned $2.8 million of management fees under the sub-advisory agreement with HMS Adviser.

        The investment in the External Investment Manager is accounted for using fair value accounting, with the fair value determined by Main Street and approved, in good faith, by Main Street's Board of Directors. Main Street determines the fair value of the External Investment Manager using the Waterfall valuation method under the market approach (see further discussion in Note B.1.). Any change in fair value of the investment in the External Investment Manager is recognized on Main Street's statement of operations in "Net Change in Unrealized Appreciation (Depreciation)—Portfolio investments".

        The External Investment Manager has elected, for tax purposes, to be treated as a taxable entity, is not consolidated with Main Street for income tax purposes and is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. The External Investment Manager has elected to be treated as a taxable entity to enable it to receive fee income and to allow MSCC to continue to comply with the "source income" requirements contained in the RIC tax provisions of the Code. The taxable income, or loss, of the External Investment Manager may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. The External Investment Manager provides for any income tax expense, or benefit, and any tax assets or liabilities in its separate financial statements.

        The Internal Investment Manager provides services to the External Investment Manager and charges the expenses necessary to perform these services to the External Investment Manager generally based on a combination of the direct time spent, new investment origination activity and assets under management, depending on the nature of the expense. For the year ended December 31, 2014, the Internal Investment Manager charged $2.0 million of total expenses to the External Investment Manager.

F-178


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        Summarized financial information from the separate financial statements of the External Investment Manager as of December 31, 2014 and 2013 and for the year ended December 31, 2014 is as follows:

 
  As of
December 31,

  As of
December 31,

 
 
  2014   2013  
 
  (in thousands)
  (in thousands)
 

Cash

  $ 130   $  

Accounts receivable—HMS Income

    1,120      

Total assets

  $ 1,250   $  

Accounts Payable to Internal Investment Manager

  $ 699   $  

Dividend payable to MSCC

    253      

Taxes Payable

    298      

Equity

         

Total liabilities and equity

  $ 1,250   $  

 

 
  Year Ended
Ended December 31,

 
 
  2014  
 
  (in thousands)
 

Management fee income

  $ 2,795  

Expenses allocated from Internal Investment Manager:

       

Salaries, share-based compensation and other personnel costs

    (1,479 )

Other G&A expenses

    (569 )

Total allocated expenses

    (2,048 )

Other direct G&A expenses

    (2 )

Total expenses

    (2,050 )

Pre-tax income

    745  

Tax expense

    (298 )

Net income

  $ 447  

        The Internal Investment Manager is a wholly owned subsidiary of MSCC. However, through March 31, 2013, the Internal Investment Manager was accounted for as a portfolio investment since the Internal Investment Manager is not an investment company and since it had historically conducted a significant portion of its investment management activities for parties outside of MSCC and its consolidated subsidiaries or its portfolio companies. Effective April 1, 2013, the Internal Investment Manager was consolidated prospectively as the controlled operating subsidiary is considered to be providing substantially all of its services directly or indirectly to Main Street and its consolidated subsidiaries or their portfolio companies.

        The Internal Investment Manager receives recurring investment management and other fees, in addition to a reimbursement of certain expenses, from MSCC and certain direct and indirect wholly

F-179


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

owned subsidiaries of MSCC. Through March 31, 2013, the Internal Investment Manager also received certain management, consulting and advisory fees for providing these services to third parties.

        As of March 31, 2013 (the last date the Internal Investment Manager was considered to be a portfolio investment for accounting purposes), the fair value of the investment in the Internal Investment Manager was zero. Beginning April 1, 2013, the Internal Investment Manager was fully consolidated with MSCC and its other consolidated subsidiaries in Main Street's consolidated financial statements and, as of April 1, 2013, all assets and liabilities were included in the consolidated balance sheet at fair value.

        The Internal Investment Manager has elected, for tax purposes, to be treated as a taxable entity, is not consolidated with Main Street for income tax purposes and is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. Through March 31, 2013, the Internal Investment Manager provided for any income tax expense, or benefit, and any tax assets or liabilities in its separate financial statements. Beginning April 1, 2013, the Internal Investment Manager is included in Main Street's consolidated financial statements and reflected as a consolidated subsidiary and any income tax expense, or benefit, and any tax assets or liabilities are reflected in Main Street's consolidated financial statements.

        Pursuant to a historical support services agreement with MSCC, the Internal Investment Manager was reimbursed each quarter by MSCC for its cash operating expenses, less fees that the Internal Investment Manager received from MSC II and third parties, associated with providing investment management and other services to MSCC, its subsidiaries and third parties. Through March 31, 2013, these fees paid by MSC II to the Internal Investment Manager were reflected as "Expenses reimbursed to affiliated Internal Investment Manager" on the consolidated statements of operations along with any additional net costs reimbursed by MSCC and its consolidated subsidiaries to the Internal Investment Manager pursuant to the support services agreement. Beginning April 1, 2013, the expenses of the Internal Investment Manager are included in Main Street's consolidated financial statements, after elimination of any intercompany activity, in the consolidated statements of operations as either compensation expenses or as a part of general and administrative expenses.

        In the separate stand-alone financial statements of the Internal Investment Manager as summarized below, as part of the Formation Transactions the Internal Investment Manager recognized an $18 million intangible asset related to the investment advisory agreement with MSC II consistent with Staff Accounting Bulletin No. 54, Application of "Pushdown" Basis of Accounting in Financial Statements of Subsidiaries Acquired by Purchase ("SAB 54"). Under SAB 54, push-down accounting is required in "purchase transactions that result in an entity becoming substantially wholly owned." In this case, MSCC acquired 100% of the equity interests in the Internal Investment Manager in the Formation Transactions. Because the $18 million value attributed to MSCC's investment in the Internal Investment Manager was derived from the long-term, recurring management fees under the investment advisory agreement with MSC II, the same methodology used to determine the $18 million valuation of the Internal Investment Manager in connection with the Formation Transactions was utilized to establish the push-down accounting basis for the intangible asset. The intangible asset is being amortized over the estimated economic life of the investment advisory agreement with MSC II. Through March 31, 2013, amortization expense was recorded by the Internal Investment Manager in its separate financial statements, but this amortization expense was not included in the expenses reimbursed by MSCC to the Internal Investment Manager based upon the support services agreement since it is non-cash and non-operating in nature. Upon consolidation of the Internal Investment Manager, effective April 1, 2013, and for all periods thereafter, the effects of the intangible asset and

F-180


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

related amortization expense have been fully eliminated in Main Street's consolidated financial statements.

        Summarized financial information from the separate income statement of the Internal Investment Manager through March 31, 2013 is as follows:

 
  Three Months
Ended March 31,

  Year Ended
December 31,

 
 
  2013   2012  
 
  (in thousands)
 
 
  (Unaudited)
 

Management fee income from MSC II

  $ 776   $ 2,584  

Other management advisory fees

        283  

Total income

    776     2,867  

Salaries, benefits and other personnel costs

    (2,731 )   (9,230 )

Occupancy expense

    (108 )   (340 )

Professional expenses

    (77 )   (129 )

Amortization expense—intangible asset

    (340 )   (1,289 )

Other expenses

    (273 )   (1,253 )

Expense reimbursement from MSCC

    2,413     8,085  

Total net expenses

    (1,116 )   (4,156 )

Net Loss

  $ (340 ) $ (1,289 )

        As a result of the consolidation of the Internal Investment Manager effective April 1, 2013, beginning in the second quarter of 2013, the balance sheet and income statement accounts of the Internal Investment Manager are included in Main Street's consolidated financial statements and the "Expenses reimbursed to affiliated Internal Investment Manager" accounts included in Main Street's historical consolidated financial statements has a zero balance. In addition, as a result of the consolidation of the accounts of the Internal Investment Manager effective April 1, 2013, beginning with the second quarter of 2013, the expenses on Main Street's income statement that were included in "Expenses reimbursed to affiliated Internal Investment Manager" in prior periods are now included in "Compensation" or "General and administrative" expenses. The consolidation of the Internal Investment Manager has no net effect on net investment income or total expenses reported in any of the comparable periods presented.

        The following unaudited supplemental pro forma information has been provided for illustrative purposes only to show the effects on the individual line items in Main Street's consolidated statements of operations affected for these periods prior to consolidation of the Internal Investment Manager. Future results may vary significantly from the results reflected in the following pro forma financial information because of future events and transactions, as well as other factors. No per share amounts are shown as the consolidation of the Internal Investment Manager would not have changed any per share results. The following pro-forma information has been provided for years ended December 31,

F-181


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2013 and 2012 as if the Internal Investment Manager had been consolidated as of the beginning of each period presented.

 
  Year Ended
December 31,
 
 
  2013   2012  
 
  (Pro-forma(1),
in thousands)

 

Compensation

    (11,291 )   (9,230 )

General and administrative

    (5,335 )   (3,769 )

Expenses reimbursed to affiliated Internal Investment Manager

         

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ATTRIBUTABLE TO COMMON STOCK

 
$

96,855
 
$

104,643
 

(1)
Represents pro-forma information for the three months ended March 31, 2013 and actual information for the period from April 1, 2013 through December 31, 2013.

NOTE E—DEFERRED FINANCING COSTS

        Deferred financing costs balances as of December 31, 2014 and 2013 are as follows (amounts in thousands):

 
  As of December 31,  
 
  2014   2013  

Credit Facility Fees

  $ 7,208   $ 5,366  

SBIC debenture leverage fees

    5,000     4,399  

4.50% Notes

    3,668      

6.125% Notes

    3,088     3,088  

SBIC debenture commitment fees

    2,048     1,800  

Subtotal

    21,012     14,653  

Accumulated amortization

    (6,462 )   (4,722 )

Net deferred financing costs balance

  $ 14,550   $ 9,931  

        Estimated aggregate amortization expense for each of the five years succeeding December 31, 2014 and thereafter is as follows (amounts in thousands):

Years Ended December 31,
  Estimated
Amortization
 

2015

  $ 2,516  

2016

  $ 2,516  

2017

  $ 2,516  

2018

  $ 2,516  

2019

  $ 2,208  

2020 and thereafter

  $ 2,278  

F-182


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE F—SBIC DEBENTURES

        SBIC debentures payable at December 31, 2014 and 2013 were $225.0 million and $200.2 million, respectively. SBIC debentures provide for interest to be paid semi-annually, with principal due at the applicable 10-year maturity date of each debenture. The weighted average annual interest rate on the SBIC debentures as of December 31, 2014 and 2013 was 4.2% and 3.8%, respectively. Main Street issued $24.8 million of new SBIC debentures under the SBIC program in 2014 to reach the regulatory maximum amount of $225.0 million. The first principal maturity due under the existing SBIC debentures is in 2017, and the remaining weighted average duration as of December 31, 2014 was approximately 6.6 years. For the years ended December 31, 2014, 2013 and 2012, Main Street recognized interest expense attributable to the SBIC debentures of $9.5 million, $10.3 million and $11.4 million, respectively. Main Street has incurred upfront leverage and other miscellaneous fees of approximately 3.4% of the debenture principal amount. In accordance with SBA regulations, the Funds are precluded from incurring additional non-SBIC debt without the prior approval of the SBA. The Funds are subject to annual compliance examinations by the SBA. There have been no historical findings resulting from these examinations.

        As of December 31, 2014, the recorded value of the SBIC debentures was $222.8 million which consisted of (i) $73.0 million recorded at fair value, or $2.2 million less than the $75.2 million face value of the SBIC debentures held in MSC II, and (ii) $149.8 million reported at face value and held in MSMF. As of December 31, 2014, if Main Street had adopted the fair value option under ASC 825 for all of its SBIC debentures, Main Street estimates the fair value of its SBIC debentures would be approximately $192.4 million or $32.6 million less than the $225.0 million face value of the SBIC debentures.

        The maturity dates and fixed interest rates for Main Street's SBIC Debentures as of December 31, 2014 and 2013 are summarized in the following table:

Maturity Date
  Fixed
Interest
Rate
  December 31,
2014
  December 31,
2013
 

9/1/2017

    6.43 %   15,000,000     15,000,000  

3/1/2018

    6.38 %   10,200,000     10,200,000  

9/1/2019

    4.95 %   20,000,000     20,000,000  

3/1/2020

    4.51 %   10,000,000     10,000,000  

9/1/2020

    3.50 %   35,000,000     35,000,000  

9/1/2020

    3.93 %   10,000,000     10,000,000  

3/1/2021

    4.37 %   10,000,000     10,000,000  

3/1/2021

    4.60 %   20,000,000     20,000,000  

9/1/2021

    3.39 %   10,000,000     10,000,000  

9/1/2022

    2.53 %   5,000,000     5,000,000  

3/1/2023

    3.16 %   16,000,000     16,000,000  

3/1/2024

    3.95 %   8,000,000     8,000,000  

3/1/2024

    3.95 %   12,000,000     12,000,000  

3/1/2024

    3.95 %   11,400,000     11,400,000  

3/1/2024

    3.95 %   7,600,000     7,600,000  

3/1/2024

    3.55 %   24,800,000      

Ending Balance

          225,000,000     200,200,000  

F-183


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE G—CREDIT FACILITY

        Main Street maintains the Credit Facility to provide additional liquidity to support its investment and operational activities. The Credit Facility was amended during 2014 to increase the total commitments from $445.0 million to $572.5 million, decrease the interest rate subject to Main Street maintaining an investment grade rating, increase the diversified group of lenders to fifteen lenders and extend the final maturity by one year to September 2019. The amended Credit Facility also contains an upsized accordion feature which allows Main Street to increase the total commitments under the facility up to $650.0 million from new and existing lenders on the same terms and conditions as the existing commitments.

        Borrowings under the Credit Facility bear interest, subject to Main Street's election, on a per annum basis equal to (i) the applicable LIBOR rate (0.16% as of December 31, 2014) plus 2.00%, as long as Main Street maintains an investment grade rating (or 2.25% if Main Street does not maintain an investment grade rating) or (ii) the applicable base rate (Prime Rate of 3.25% as of December 31, 2014) plus 1.00%, as long as Main Street maintains an investment grade rating (or 1.25% if Main Street does not maintain an investment grade rating). Main Street pays unused commitment fees of 0.25% per annum on the unused lender commitments under the Credit Facility. The Credit Facility is secured by a first lien on the assets of MSCC and its subsidiaries, excluding the equity ownership and assets of the Funds and the External Investment Manager. The Credit Facility contains certain affirmative and negative covenants, including but not limited to: (i) maintaining a minimum availability of at least 10% of the borrowing base, (ii) maintaining an interest coverage ratio of at least 2.0 to 1.0, (iii) maintaining an asset coverage ratio of at least 1.5 to 1.0, and (iv) maintaining a minimum tangible net worth. The Credit Facility is provided on a revolving basis through its final maturity date in September 2019, and contains two, one-year extension options which could extend the final maturity by up to two years, subject to certain conditions, including lender approval.

        At December 31, 2014, Main Street had $218.0 million in borrowings outstanding under the Credit Facility. Main Street recognized interest expense related to the Credit Facility, including unused commitment fees and amortization of deferred loan costs, of $6.9 million, $5.6 million and $4.2 million, respectively, for the years ended December 31, 2014, 2013 and 2012. As of December 31, 2014, the interest rate on the Credit Facility was 2.16%, and Main Street was in compliance with all financial covenants of the Credit Facility.

NOTE H—NOTES

        In April 2013, Main Street issued $92.0 million, including the underwriters full exercise of their option to purchase additional principal amounts to cover over-allotments, in aggregate principal amount of 6.125% Notes due 2023 (the "6.125% Notes"). The 6.125% Notes are unsecured obligations and rank pari passu with Main Street's current and future unsecured indebtedness; senior to any of its future indebtedness that expressly provides it is subordinated to the 6.125% Notes; effectively subordinated to all of its existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under its Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of its subsidiaries, including without limitation, the indebtedness of the Funds. The 6.125% Notes mature on April 1, 2023, and may be redeemed in whole or in part at any time or from time to time at Main Street's option on or after April 1, 2018. The 6.125% Notes bear interest at a rate of 6.125% per year payable quarterly on January 1, April 1, July 1 and October 1 of each year. The total net proceeds to Main

F-184


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Street from the 6.125% Notes, after underwriting discounts and estimated offering expenses payable by Main Street, were approximately $89.0 million. Main Street has listed the 6.125% Notes on the New York Stock Exchange under the trading symbol "MSCA". Main Street may from time to time repurchase the 6.125% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of December 31, 2014, the outstanding balance of the 6.125% Notes was $90.8 million. Main Street recognized interest expense related to the 6.125% Notes, including amortization of deferred loan costs, of $5.9 million and $4.4 million for each of the years ended December 31, 2014 and 2013, respectively.

        The indenture governing the 6.125% Notes (the "6.125% Notes Indenture") contains certain covenants, including covenants requiring Main Street's compliance with (regardless of whether Main Street is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring Main Street to provide financial information to the holders of the 6.125% Notes and the Trustee if Main Street ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the 6.125% Notes Indenture.

        In November 2014, Main Street issued $175.0 million in aggregate principal amount of 4.50% unsecured notes due 2019 (the "4.50% Notes") at an issue price of 99.53%. The 4.50% Notes are unsecured obligations and rank pari passu with Main Street's current and future unsecured indebtedness; senior to any of its future indebtedness that expressly provides it is subordinated to the 4.50% Notes; effectively subordinated to all of its existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under its Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of its subsidiaries, including without limitation, the indebtedness of the Funds. The 4.50% Notes mature on December 1, 2019, and may be redeemed in whole or in part at any time at our option subject to certain make whole provisions. The 4.50% Notes bear interest at a rate of 4.50% per year payable semi-annually on June 1 and December 1 of each year. The total net proceeds from the 4.50% Notes, resulting from the issue price and after underwriting discounts and estimated offering expenses payable by us, were approximately $171.2 million. Main Street may from time to time repurchase the 4.50% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of December 31, 2014, the outstanding balance of the 4.50% Notes was $175.0 million. Main Street recognized interest expense related to the 4.50% Notes, including amortization of deferred loan costs, of $1.3 million for the year ended December 31, 2014.

        The indenture governing the 4.50% Notes (the "4.50% Notes Indenture") contains certain covenants, including covenants requiring Main Street's compliance with (regardless of whether Main Street is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring Main Street to provide financial information to the holders of the 4.50% Notes and the Trustee if Main Street ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the 4.50% Notes Indenture.

F-185


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE I—FINANCIAL HIGHLIGHTS

 
  Twelve Months Ended December 31,  
Per Share Data:
  2014   2013   2012   2011   2010  

NAV at the beginning of the period

  $ 19.89   $ 18.59   $ 15.19   $ 13.06   $ 11.96  

Net investment income(1)(3)

    2.20     2.06     2.01     1.69     1.16  

Net realized gain (loss)(1)(2)(3)

    0.53     0.07     0.55     0.11     (0.17 )

Net change in unrealized appreciation (depreciation)(1)(2)(3)

    (0.27 )   0.52     1.34     1.23     1.14  

Income tax provision(1)(2)(3)

    (0.15 )       (0.37 )   (0.27 )   (0.05 )

Bargain purchase gain(1)

                    0.30  

Net increase in net assets resulting from operations(1)(3)

    2.31     2.65     3.53     2.76     2.38  

Dividends paid to stockholders from net investment income

    (2.17 )   (2.29 )   (1.17 )   (1.46 )   (1.39 )

Dividends paid to stockholders from realized gains/losses

    (0.38 )   (0.37 )   (0.54 )   (0.10 )   (0.11 )

Total dividends paid

    (2.55 )   (2.66 )   (1.71 )   (1.56 )   (1.50 )

Impact of the net change in monthly dividends declared prior to the end of the period and paid in the subsequent period

    (0.01 )   (0.02 )   (0.02 )   (0.14 )    

Accretive effect of public stock offerings (issuing shares above NAV per share)

    1.07     1.13     1.33     0.74     0.49  

Accretive effect of Exchange Offer

                    0.22  

Adjustment to investment in Internal Investment Manager in connection with Exchange Offer Transactions

                    (0.73 )

Accretive effect of DRIP issuance (issuing shares above NAV per share)

    0.12     0.13     0.07     0.05     0.08  

Other(4)

    0.02     0.07     0.20     0.28     0.16  

NAV at the end of the period

  $ 20.85   $ 19.89   $ 18.59   $ 15.19   $ 13.06  

Market value at the end of the period

  $ 29.24   $ 32.69   $ 30.51   $ 21.24   $ 18.19  

Shares outstanding at the end of the period

    45,079,150     39,852,604     34,589,484     26,714,384     18,797,444  

(1)
Based on weighted average number of common shares outstanding for the period.

(2)
Net realized gains or losses, net change in unrealized appreciation or depreciation, and income taxes can fluctuate significantly from period to period.

(3)
Per share amounts are net of the amounts attributable to the noncontrolling equity interests in MSC II for the periods prior to the completion of the Final MSC II Exchange during the first quarter of 2012.

(4)
Includes the impact of the different share amounts as a result of calculating certain per share data based on the weighted average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.

F-186


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 
  Twelve Months Ended December 31,  
 
  2014   2013   2012   2011   2010  
 
  (in thousands, except percentages)
 

NAV at end of period

  $ 939,982   $ 792,533   $ 642,976   $ 405,711   $ 245,535  

Average net asset value

  $ 885,568   $ 706,056   $ 512,156   $ 327,386   $ 195,785  

Average outstanding debt

  $ 575,524   $ 444,331   $ 322,154   $ 277,692   $ 158,563  

Ratio of total expenses, including income tax expense, to average net asset value(1)(2)

    5.82 %   5.82 %   8.18 %   9.82 %   8.81 %

Ratio of operating expenses to average net asset value(1)

    5.11 %   5.82 %   6.07 %   7.96 %   8.34 %

Ratio of operating expenses, excluding interest expense, to average net asset value(1)

    2.44 %   2.95 %   3.03 %   4.01 %   3.98 %

Ratio of net investment income to average net asset value(1)

    10.79 %   10.68 %   11.57 %   11.76 %   9.65 %

Portfolio turnover ratio

    35.71 %   36.10 %   56.22 %   30.82 %   26.71 %

Total investment return(3)

    –3.09 %   16.68 %   53.60 %   26.95 %   23.97 %

Total return based on change in net asset value(4)

    12.71 %   15.06 %   25.73 %   25.64 %   26.11 %

(1)
Ratios are net of the amounts attributable to the noncontrolling equity interests in MSC II for the periods prior to the completion of the Final MSC II Exchange during the first quarter of 2012.

(2)
Total expenses are the sum of operating expenses and income tax expense. Income tax expense includes the accrual of deferred taxes on the net unrealized appreciation from portfolio investments held in Taxable Subsidiaries, which is non-cash in nature and may vary significantly from period to period. Main Street is required to include deferred taxes in calculating its total expenses even though these deferred taxes are not currently payable.

(3)
Total investment return based on purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by Main Street's dividend reinvestment plan during the period. The return does not reflect sales load.

(4)
Total return based on change in net asset value was calculated using the sum of ending net asset value plus dividends to stockholders and other non-operating changes during the period, divided by the beginning net asset value.

NOTE J—DIVIDENDS, DISTRIBUTIONS AND TAXABLE INCOME

        During 2014, Main Street paid supplemental dividends of $0.275 per share in each of June and December 2014, regular monthly dividends of $0.165 per share for each month of January through September 2014 and regular monthly dividends of $0.170 per share for each month of October through December 2014, with such dividends totaling $110.9 million, or $2.545 per share. The 2014 regular monthly dividends, which total $86.2 million, or $2.00 per share, represent a 7.3% increase from the monthly dividends paid per share for the year ended 2013. For tax purposes, the 2014 dividends, which included the effects of accrued dividends, total $2.55 per share and were comprised of (i) ordinary income totaling approximately $2.083 per share, (ii) long term capital gain totaling approximately $0.419 per share, and (iii) qualified dividend income totaling approximately $0.048 per share. As of December 31 2014, Main Street estimates that it has generated undistributed taxable income of approximately $46.3 million, or $1.03 per share, that will be carried forward toward distributions to be paid in 2015. For the years ended December 31, 2013 and 2012, Main Street paid total monthly dividends of approximately $96.8 million, or $2.66 per share, and $49.6 million, or $1.71 per share, respectively.

F-187


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        Ordinary dividend distributions from a RIC do not qualify for the reduced maximum tax rate on qualified dividend income from domestic corporations and qualified foreign corporations, except to the extent that the RIC received the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations. The tax attributes for dividends will generally include both ordinary income and capital gains but may also include qualified dividends or return of capital. The tax character of distributions paid for the years ended December 31, 2014, 2013 and 2012 was as follows:

 
  Year Ended December 31,  
 
  2014   2013   2012  
 
  (in thousands)
 

Ordinary income(1)

  $ 91,369   $ 68,630   $ 28,440  

Qualified dividends

    2,106     17,058     1,663  

Distributions of long term capital gains

    18,502     12,507     21,073  

Distributions

  $ 111,977   $ 98,195   $ 51,176  

(1)
The year ended December 31, 2014 includes $1.2 million that was reported as compensation for services for tax purposes in accordance with Section 83 of the Code.

        MSCC has elected to be treated for federal income tax purposes as a RIC. As a RIC, MSCC generally will not pay corporate-level federal income taxes on any net ordinary income or capital gains that MSCC distributes to its stockholders as dividends. MSCC must generally distribute at least 90% of its investment company taxable income to qualify for pass-through tax treatment and maintain its RIC status. As part of maintaining RIC status, undistributed taxable income (subject to a 4% excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared prior to the filing of the federal income tax return for the applicable fiscal year.

F-188


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        Listed below is a reconciliation of "Net increase in net assets resulting from operations" to taxable income and to total distributions declared to common stockholders for the years ended December 31, 2014, 2013 and 2012.

 
  Year Ended December 31,  
 
  2014   2013   2012  
 
  (estimated, amounts in thousands)
 

Net increase in net assets resulting from operations

  $ 100,748   $ 96,855   $ 104,444  

Share-based compensation expense

    4,215     4,210     2,565  

Net realized income allocated to noncontrolling interest

            (65 )

Net change in unrealized appreciation (depreciation)

    11,707     (18,895 )   (39,460 )

Income tax provision (benefit)

    6,287     (35 )   10,820  

Pre-tax book (income) loss not consolidated for tax purposes(1)

    (7,721 )   (437 )   (2,187 )

Book income and tax income differences, including debt origination, structuring fees, dividends, realized gains and changes in estimates

    (1,667 )   9,128     11,540  

Estimated taxable income(2)

    113,569     90,826     87,657  

Taxable income earned in prior year and carried forward for distribution in current year

    37,046     44,415     7,934  

Taxable income earned prior to period end and carried forward for distribution next period

    (46,301 )   (43,622 )   (49,603 )

Dividend payable as of period end and paid in the following period

    7,663     6,576     5,188  

Total distributions accrued or paid to common stockholders

  $ 111,977   $ 98,195   $ 51,176  

(1)
As discussed further in Note D, the Internal Investment Manager was consolidated effective April 1, 2013. Thus, all periods prior to this date do not include a reconciling item for the income (loss) of the Internal Investment Manager as these periods did not include the results from operations of the Internal Investment Manager in the Net increase in net assets resulting from operations.

(2)
Main Street's taxable income for each period is an estimate and will not be finally determined until the company files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate.

        The Taxable Subsidiaries hold certain portfolio investments for Main Street. The Taxable Subsidiaries are consolidated with Main Street for financial reporting purposes, and the investments held by the Taxable Subsidiaries are included in Main Street's consolidated financial statements as portfolio investments and recorded at fair value. The principal purpose of the Taxable Subsidiaries is to permit Main Street to hold equity investments in portfolio companies which are "pass through" entities for tax purposes in order to continue to comply with the "source income" requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are not consolidated with Main Street for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in Main Street's consolidated financial statements.

        The Internal Investment Manager currently provides investment management and other services to MSCC and its subsidiaries and receives fee income for such services. In addition, it gets reimbursed for

F-189


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the expenses it charges to the External Investment Manager (see further discussion of the Investment Managers in Note D). Beginning April 1, 2013, the Internal Investment Manager is included in Main Street's consolidated financial statements and reflected as a consolidated subsidiary. The Internal Investment Manager has elected, for tax purposes, to be treated as a taxable entity and is not consolidated with Main Street for income tax purposes and as a result may generate income tax expense, or benefit, and tax assets and liabilities, as a result of its activities.

        The income tax expense, or benefit, and the related tax assets and liabilities generated by the Taxable Subsidiaries and the Internal Investment Manager, if any, are reflected in Main Street's Consolidated Statement of Operations. Main Street's provision for income taxes was comprised of the following for the years ended December 31, 2014, 2013 and 2012 (amounts in thousands):

 
  Year Ended December 31,  
 
  2014   2013   2012  

Current tax expense:

                   

Federal

  $ 734   $ 1,153   $ 168  

State

    847     591     1,059  

Total current tax expense

    1,581     1,744     1,227  

Deferred tax expense (benefit):

                   

Federal

    2,515     (2,822 )   7,828  

State

    759     (769 )   174  

Total deferred tax expense (benefit)

    3,274     (3,591 )   8,002  

Excise tax

    1,432     1,812     1,591  

Total income tax provision (benefit)

  $ 6,287   $ (35 ) $ 10,820  

        As of December 31, 2014, the cost of investments for federal income tax purposes was $1.5 billion, with such investments having a gross unrealized appreciation of $201.5 million and gross unrealized depreciation of $92.2 million.

        The net deferred tax liability at December 31, 2014 and 2013 was $9.2 million and $5.9 million, respectively, primarily related to timing differences from net unrealized appreciation of portfolio investments held by the Taxable Subsidiaries, partially offset by net loss carryforwards (primarily resulting from historical realized losses on portfolio investments held by the Taxable Subsidiaries and the operating activities of the Internal Investment Manager), basis differences of portfolio investments held by the Taxable Subsidiaries which are "pass through" entities for tax purposes and excess deductions resulting from the restricted stock plans (see further discussion in Note M). During the year ended December 31, 2013, capital loss carryforwards totaling approximately $2.8 million were fully utilized. Due to the consolidation of the Internal Investment Manager (see further discussion in Note D) on April 1, 2013, the Company recorded a deferred tax asset of $2.2 million through additional paid-in capital relating to the prior periods through March 31, 2013.

        In accordance with the realization requirements of ASC 718, Compensation—Stock Compensation, Main Street uses tax law ordering when determining when tax benefits related to equity compensation greater than equity compensation recognized for financial reporting should be realized. For the years ended December 31, 2014 and 2013, Main Street realized a $1.0 million and $0.6 million, respectively, increase to paid-in-capital due to tax deductions related to equity compensation greater than equity compensation recognized for financial reporting. Additional paid-in capital increases of $1.8 million will

F-190


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

be recognized in future periods when such tax benefits are ultimately realized by reducing taxes payable.

        Management believes that the realization of the deferred tax assets is more likely than not based on expectations as to future taxable income and scheduled reversals of temporary differences. Accordingly, Main Street did not record a valuation allowance related to its deferred tax assets at December 31, 2014 and 2013. The following table sets forth the significant components of net deferred tax assets and liabilities as of December 31, 2014 and 2013 (amounts in thousands):

 
  Year Ended December 31,  
 
  2014   2013  

Deferred tax assets:

             

Net operating loss carryforwards

  $ 11,066   $ 13,417  

Net basis differences in portfolio investments

    657     115  

Total deferred tax assets

    11,723     13,532  

Deferred tax liabilities:

             

Net unrealized appreciation of portfolio investments

    (20,820 )   (19,465 )

Other

    (117 )   (7 )

Total deferred tax liabilities

    (20,937 )   (19,472 )

Total net deferred tax assets (liabilities)

  $ (9,214 ) $ (5,940 )

        For federal income tax purposes, the net loss carryforwards expire in various years from 2029 through 2034. The timing and manner in which Main Street will utilize any net loss carryforwards in any year, or in total, may be limited in the future under the provisions of the Code.

NOTE K—COMMON STOCK

        During April 2014, Main Street completed a follow-on public equity offering of 4,600,000 shares of common stock, including the underwriters' full exercise of their option to purchase 600,000 additional shares, at a price to the public of $31.50 per share, resulting in total gross proceeds of approximately $144.9 million, less underwriters' commissions of approximately $5.1 million and other expenses of approximately $0.2 million.

        In August 2013, Main Street completed a follow-on public equity offering of 4,600,000 shares of common stock, including the underwriters' full exercise of their option to purchase 600,000 additional shares, at a price to the public of $29.75 per share, resulting in total gross proceeds of approximately $136.9 million, less (i) underwriters' commissions of approximately $5.1 million and (ii) offering costs of approximately $0.3 million.

        In December 2012, Main Street completed a follow-on public equity offering of 2,875,000 shares of common stock, including the underwriters' full exercise of the over-allotment option, at a price to the public of $28.00 per share, resulting in total gross proceeds of approximately $80.5 million, less (i) underwriters' commissions of approximately $3.2 million and (ii) offering costs of approximately $0.2 million.

        In June 2012, Main Street completed a follow-on public equity offering of 4,312,500 shares of common stock, including the underwriters' full exercise of the over-allotment option, at a price to the public of $22.50 per share, resulting in total gross proceeds of approximately $97.0 million, less

F-191


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(i) underwriters' commissions of approximately $3.9 million and (ii) offering costs of approximately $0.2 million.

NOTE L—DIVIDEND REINVESTMENT PLAN ("DRIP")

        Main Street's DRIP provides for the reinvestment of dividends on behalf of its stockholders, unless a stockholder has elected to receive dividends in cash. As a result, if Main Street declares a cash dividend, the company's stockholders who have not "opted out" of the DRIP by the dividend record date will have their cash dividend automatically reinvested into additional shares of MSCC common stock. The share requirements of the DRIP may be satisfied through the issuance of shares of common stock or through open market purchases of common stock. Newly issued shares will be valued based upon the final closing price of MSCC's common stock on the valuation date determined for each dividend by Main Street's Board of Directors. Shares purchased in the open market to satisfy the DRIP requirements will be valued based upon the average price of the applicable shares purchased, before any associated brokerage or other costs. Main Street's DRIP is administered by its transfer agent on behalf of Main Street's record holders and participating brokerage firms. Brokerage firms and other financial intermediaries may decide not to participate in Main Street's DRIP but may provide a similar dividend reinvestment plan for their clients.

        For the year ended December 31, 2014, $17.4 million of the total $110.9 million in dividends paid to stockholders represented DRIP participation. During this period, the DRIP participation requirements were satisfied with the issuance of 468,417 newly issued shares and with the purchase of 85,754 shares of common stock in the open market. For the year ended December 31, 2013, $17.5 million of the total $96.8 million in dividends paid to stockholders represented DRIP participation. During this period, the DRIP participation requirements were satisfied with the issuance of 433,218 newly issued shares and with the purchase of 134,659 shares of common stock in the open market. For the year ended December 31, 2012, $10.4 million of the total $49.6 million in dividends paid to stockholders represented DRIP participation. During this period, the DRIP participation requirements were satisfied with the issuance of 349,960 newly issued shares and with the purchase of 63,416 shares of common stock in the open market. The shares disclosed above relate only to Main Street's DRIP and exclude any activity related to broker-managed dividend reinvestment plans.

NOTE M—SHARE-BASED COMPENSATION

        Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, Main Street measured the grant date fair value based upon the market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.

        Main Street's Board of Directors approves the issuance of shares of restricted stock to Main Street employees pursuant to the Main Street Capital Corporation 2008 Equity Incentive Plan. These shares generally vest over a four-year period from the grant date. The fair value is expensed over the service period, starting on the grant date. The following table summarizes the restricted stock issuances

F-192


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

approved by Main Street's Board of Directors, net of shares forfeited, and the remaining shares of restricted stock available for issuance as of December 31, 2014.

Restricted stock authorized under the plan

    2,000,000  

Less net restricted stock (granted)/forfeited on:

       

July 1, 2008

    (245,645 )

July 1, 2009

    (98,993 )(1)

July 1, 2010

    (149,357 )

June 20, 2011

    (116,909 )(1)

June 20, 2012

    (130,196 )(1)

Quarter ended December 31, 2012

    (12,476 )

Quarter ended March 31, 2013

    (725 )(1)

Quarter ended June 30, 2013

    (236,852 )(1)

Quarter ended September 30, 2013

    (12,688 )(1)

Quarter ended December 31, 2013

    (61 )(1)

Quarter ended March 31, 2014

    (397 )

Quarter ended June 30, 2014

    (209,130 )(1)

Quarter ended September 30, 2014

    (13,570 )

Restricted stock available for issuance as of December 31, 2014

    773,001  

(1)
Shares indicated are net of forfeited shares

        The following table summarizes the restricted stock issued to Main Street's independent directors pursuant to the Main Street Capital Corporation 2008 Non-Employee Director Restricted Stock Plan. These shares are granted upon appointment or election to the board and vest on the day immediately preceding the annual meeting of stockholders following the respective grant date and are expensed over such service period.

Restricted stock authorized under the plan

    200,000  

Less restricted stock granted on:

       

July 1, 2008

    (20,000 )

July 1, 2009

    (8,512 )

July 1, 2010

    (7,920 )

June 20, 2011

    (6,584 )

August 3, 2011

    (1,658 )

June 20, 2012

    (5,060 )

June 13, 2013

    (4,304 )

August 6, 2013

    (980 )

May 29, 2014

    (4,775 )

Restricted stock available for issuance as of December 31, 2014

    140,207  

        For the years ended December 31, 2014, 2013 and 2012, Main Street recognized total share-based compensation expense of $4.2 million, $4.2 million and $2.6 million, respectively, related to the restricted stock issued to Main Street employees and independent directors. In August 2013, the Board accelerated the vesting of all of the unvested shares of restricted stock previously granted to and held by Main Street's retiring Executive Vice-Chairman under the 2008 Equity Incentive Plan. The accelerated vesting of these 55,597 shares resulted in share-based compensation expense of $1.3 million

F-193


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

during the year ended December 31, 2013. Excluding the expense associated with the accelerated vesting of these shares, the total share-based compensation expense for the year ended December 31, 2013 was $2.9 million. As of December 31, 2014, there was $10.9 million of total unrecognized compensation expense related to Main Street's non-vested restricted shares. This compensation expense is expected to be recognized over a remaining weighted-average period of approximately 2.8 years as of December 31, 2014.

NOTE N—COMMITMENTS AND CONTINGENCIES

        At December 31, 2014, Main Street had a total of $131.4 million in outstanding commitments comprised of (i) 26 investments with commitments to fund revolving loans that had not been fully drawn or term loans with additional commitments not yet funded and (ii) six investments with capital commitments that had not been fully called.

        Main Street may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may try to impose liability on Main Street in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, Main Street does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on Main Street's financial condition or results of operations in any future reporting period.

NOTE O—SELECTED QUARTERLY DATA (UNAUDITED)

 
  2014  
 
  (amounts in thousands)  
 
  Qtr. 1   Qtr. 2   Qtr. 3   Qtr. 4  

Total investment income

  $ 30,776   $ 34,877   $ 36,351   $ 38,759  

Net investment income

  $ 20,739   $ 23,578   $ 24,887   $ 26,332  

Net increase in net assets resulting from operations

  $ 27,234   $ 29,950   $ 21,569   $ 21,995  

Net investment income per share-basic and diluted

  $ 0.52   $ 0.53   $ 0.55   $ 0.59  

Net increase in net assets resulting from operations per share-basic and diluted

  $ 0.68   $ 0.68   $ 0.48   $ 0.49  

 

 
  2013  
 
  (amounts in thousands)  
 
  Qtr. 1   Qtr. 2   Qtr. 3   Qtr. 4  

Total investment income

  $ 25,644   $ 27,800   $ 29,659   $ 33,394  

Net investment income

  $ 17,283   $ 17,833   $ 17,477   $ 22,830  

Net increase in net assets resulting from operations

  $ 23,629   $ 24,004   $ 28,054   $ 21,168  

Net investment income per share-basic and diluted

  $ 0.50   $ 0.51   $ 0.47   $ 0.57  

Net increase in net assets resulting from operations share-basic and diluted

  $ 0.68   $ 0.69   $ 0.76   $ 0.53  

F-194


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
  2012  
 
  (amounts in thousands)  
 
  Qtr. 1   Qtr. 2   Qtr. 3   Qtr. 4  

Total investment income

  $ 20,559   $ 20,842   $ 22,954   $ 26,165  

Net investment income

  $ 12,849   $ 12,826   $ 15,522   $ 18,128  

Net increase in net assets resulting from operations attributable to common stock

  $ 23,784   $ 24,153   $ 31,967   $ 24,486  

Net investment income per share-basic and diluted

  $ 0.48   $ 0.47   $ 0.49   $ 0.56  

Net increase in net assets resulting from operations attributable to common stock per share-basic and diluted

  $ 0.89   $ 0.88   $ 1.01   $ 0.76  

NOTE P—RELATED PARTY TRANSACTIONS

        As discussed further above, the External Investment Manager is treated as a wholly owned portfolio company of Main Street and is included as part of our Investment Portfolio. At December 31, 2014, Main Street had a receivable of $1.0 million due from the External Investment Manager which included approximately $0.7 million related to operating expenses incurred by the Internal Investment Manager required to support the External Investment Manager's business, along with dividends declared but not paid by the External Investment Manager of approximately $0.3 million.

        In June 2013, Main Street adopted a deferred compensation plan for the non-employee members of its board of directors, which allows the directors at their option to defer all or a portion of the fees paid for their services as directors and have such deferred fees paid in shares of Main Street common stock within 90 days following the termination of a participant's service as a director. As of December 31, 2014, $0.6 million of directors' fees had been deferred under this plan. These deferred fees represented 18,672 shares of Main Street common shares. These shares will not be issued or included as outstanding on the consolidated statement of changes in net assets until each applicable participant's end of service as a director, but are included in operating expenses and weighted average shares outstanding on Main Street's consolidated statement of operations as earned.

NOTE Q—SUBSEQUENT EVENTS

        In January 2015, Main Street led a new portfolio investment totaling $45.0 million of invested capital in Volusion, LLC ("Volusion"), with Main Street funding $31.5 million of the investment. The proceeds of the investment were used to provide capital to fund Volusion's near-term growth opportunities. Main Street's investment in Volusion included a combination of first-lien, senior secured term debt with equity warrant participation and a direct equity investment. In addition, Main Street and its co-investor are providing Volusion a commitment for up to $10.0 million of additional capital to support its future growth opportunities. Headquartered in Austin, Texas, and founded in 1999, Volusion provides an online software-as-a-service solution for its customers' e-Commerce stores and activities.

        In January 2015, Main Street participated in a new portfolio investment totaling $24.0 million of invested capital in Berry Aviation, Inc. ("Berry"), with its portion of the funding being $6.4 million, and including $6.0 million of secured subordinated term debt and a $0.4 million equity investment for a minority equity ownership position in Berry. Main Street and its co-investors partnered to facilitate a minority recapitalization of Berry and to support its growth initiatives. Headquartered in San Marcos, Texas, Berry is a full service aviation business that provides air carrier and concierge services to both private sector and public clients, including the United States Department of Defense ("U.S. DOD") and other governmental agencies.

F-195


Table of Contents


MAIN STREET CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        During February 2015, Main Street declared regular monthly dividends of $0.175 per share for each of April, May and June 2015. These regular monthly dividends equal a total of $0.525 per share for the second quarter of 2015. The second quarter 2015 regular monthly dividends represent a 6.1% increase from the dividends declared for the second quarter of 2014. Including the dividends declared for the second quarter of 2015, Main Street will have paid $14.27 per share in cumulative dividends since its October 2007 initial public offering.

F-196


Table of Contents

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders'
Main Street Capital Corporation

        We have audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) the consolidated financial statements of Main Street Capital Corporation (a Maryland corporation) and subsidiaries (the "Company") referred to in our report dated February 27, 2015, which is included in the annual report on Form 10-K. Our audits of the basic consolidated financial statements included the financial statement schedule listed in the index appearing under Item 15(2), which is the responsibility of the Company's management. In our opinion, this financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ GRANT THORNTON LLP

Dallas, Texas
February 27, 2015

F-197


Table of Contents


Schedule 12-14

MAIN STREET CAPITAL CORPORATION

Schedule of Investments in and Advances to Affiliates
Year ended December 31, 2014

Company
  Investments(1)   Amount of
Interest or
Dividends
Credited to
Income(2)
  December 31,
2013 Value
  Gross
Additions(3)
  Gross
Reductions(4)
  December 31,
2014 Value
 

Control Investments

                                   

ASC Interests, LLC

  11% Secured Debt     386     3,434     66     500     3,000  

  Member Units     105     1,500     470         1,970  

Bond-Coat, Inc.

  12% Secured Debt     1,766     14,750     46     1,226     13,570  

  Common Stock         8,850     2,360         11,210  

Café Brazil, LLC

  Member Units     942     6,770     210         6,980  

California Healthcare Medical

  9% Secured Debt     933     8,103     635     35     8,703  

Billing, Inc.

  Warrants         3,380     100         3,480  

  Common Stock         1,560         100     1,460  

CBT Nuggets, LLC

  Member Units     3,763     16,700     10,500         27,200  

Ceres Management, LLC

  14% Secured Debt     606     4,000         84     3,916  

(Lambs Tire & Automotive)

  Class B Member Units     461     3,586     462         4,048  

  Member Units         1,190     1,320         2,510  

  9.5% Secured Debt     95     1,017         49     968  

  Member Units     52     1,060     180         1,240  

Datacom, LLC

  10.5% Secured Debt     891         11,103         11,103  

  Member Units             6,030         6,030  

Garreco, LLC

  14% Secured Debt     819     5,693     27     400     5,320  

  Member Units     45     1,200     160         1,360  

GRT Rubber Technologies LLC

  LIBOR Plus 9.00% (Floor 1.00%),
Current Coupon 10.00%, Secured Debt
    230         16,585         16,585  

  Member Units             13,065         13,065  

Gulf Manufacturing, LLC

  9% PIK Secured Debt     69     919         175     744  

  Member Units     1,744     13,220     3,320         16,540  

Harrison Hydra-Gen, Ltd.

  12% Secured Debt     744     4,896     1,160     569     5,487  

  Preferred Stock     93     1,167     93         1,260  

  Common Stock         1,340     490         1,830  

Hawthorne Customs and

  Member Units         440         70     370  

Dispatch Services, LLC

  Member Units     173     2,050     170         2,220  

Hydratec, Inc.

  Common Stock     768     13,720             13,720  

IDX Broker, LLC

  LIBOR Plus 6.50% (Floor 1.50%),
Current Coupon 8.00%, Secured Debt
    1         125         125  

  12.5% Secured Debt     1,361     10,467     104         10,571  

  Member Units         5,029     421         5,450  

Impact Telecom, Inc.

  LIBOR Plus 6.50% (Floor 2.00%),
Current Coupon 8.50%, Secured Debt
    182     1,568     1         1,569  

  13% Secured Debt     3,792     14,690     825         15,515  

  Warrants         8,760         4,600     4,160  

Indianapolis Aviation

  15% Secured Debt     612     3,550     67     517     3,100  

Partners, LLC

  Warrants         2,200     340         2,540  

Jensen Jewelers of

  Prime Plus 6.75% (Floor 3.25%),     423     4,255     25     625     3,655  

Idaho, LLC

  Current Coupon 10.00%, Secured Debt
Member Units
    271     3,310     270         3,580  

Lighting Unlimited, LLC

  8% Secured Debt     129     1,676         126     1,550  

  Preferred Equity         470         31     439  

  Warrants         30     10         40  

  Member Units     80     250     110         360  

Marine Shelters Holdings, LLC

  12% Secured Debt     1,283     10,076     36         10,112  

(LoneStar Marine Shelters)

  Preferred Member Units         3,750             3,750  

F-198


Table of Contents

Company
  Investments(1)   Amount of
Interest or
Dividends
Credited to
Income(2)
  December 31,
2013 Value
  Gross
Additions(3)
  Gross
Reductions(4)
  December 31,
2014 Value
 

Mid-Columbia Lumber

  10% Secured Debt     177     1,750             1,750  

Products, LLC

  12% Secured Debt     495     3,900             3,900  

  Member Units     1,225     8,280     1,900         10,180  

  9.5% Secured Debt     91     972         45     927  

  Member Units     12     440     110         550  

MSC Adviser I, LLC(16)

  Member Units     447     1,064     14,516         15,580  

Mystic Logistics, Inc

  12% Secured Debt     569         9,790         9,790  

  Common Stock             2,720         2,720  

NAPCO Precast, LLC

  Prime Plus 2.00% (Floor 7.00%),
Current Coupon 9.00%, Secured Debt
    184         1,265     640     625  

  Prime Plus 2.00% (Floor 7.00%),
Current Coupon 9.00%, Secured Debt
    273     5,673         2,750     2,923  

  18% Secured Debt     825     4,468     22     22     4,468  

  Member Units     958     5,920     1,640         7,560  

NRI Clinical Research, LLC

  14% Secured Debt     736     4,226     657     104     4,779  

  Warrants         440         280     160  

  Member Units         870     342     490     722  

NRP Jones, LLC

  12% Secured Debt     1,675     12,100     208     718     11,590  

  Warrants         1,420         450     970  

  Member Units         5,050         1,860     3,190  

OMi Holdings, Inc.

  Common Stock     480     13,420             13,420  

Pegasus Research Group, LLC

  15% Secured Debt     324     4,791     31     4,822      

(Televerde)

  Member Units     373     4,860     1,000         5,860  

PPL RVs, Inc.

  11.1% Secured Debt     906     7,860     21     21     7,860  

  Common Stock         7,990     170         8,160  

Principle Environmental, LLC

  12% Secured Debt     661     3,506     743     189     4,060  

  12% Current / 2% PIK Secured Debt     537     4,656         1,412     3,244  

  Preferred Member Units         4,180     7,650         11,830  

  Warrants         2,620         1,900     720  

River Aggregates, LLC

  Zero Coupon Secured Debt         421     47         468  

  12% Secured Debt     109     500             500  

  Member Units     192         2,570         2,570  

  Member Units         369             369  

SoftTouch Medical Holdings LLC

  LIBOR Plus 9.00% (Floor 1.00%),
Current Coupon 10.00%, Secured Debt
    233         8,417         8,417  

  Member Units             5,015         5,015  

Southern RV, LLC

  13% Secured Debt     1,530     11,239     161         11,400  

  Member Units     662     1,680     3,240         4,920  

  13% Secured Debt     436     3,204     46         3,250  

  Member Units         480         10     470  

The MPI Group, LLC

  9% Secured Debt     329     5,480     1,444     4,200     2,724  

  Series A Preferred Units             2,300     1,320     980  

  Warrants             2,192     2,192      

  Member Units     26         2,300         2,300  

Travis Acquisition LLC

  12% Secured Debt     1,023     9,025     175     4,507     4,693  

  Member Units         7,100     6,550         13,650  

Uvalco Supply, LLC

  9% Secured Debt     178     2,175         373     1,802  

  Member Units     248     3,730         230     3,500  

Vision Interests, Inc.

  13% Secured Debt     435     3,158     13     17     3,154  

  Series A Preferred Stock         1,510     1,740         3,250  

  Common Stock             100         100  

Ziegler's NYPD, LLC

  Prime Plus 2.00% (Floor 7.00%),
Current Coupon 9.00%, Secured Debt
    81     1,000     491         1,491  

  9% Current / 9% PIK Secured Debt     510     4,820     60         4,880  

  Warrants                      

Other

                                   

Income from investments transferred from other 1940 Act classification during the year

        363                  

        40,122     356,973     150,532     37,659     469,846  

F-199


Table of Contents

Company
  Investments(1)   Amount of
Interest or
Dividends Credited to
Income(2)
  December 31,
2013 Value
  Gross
Additions(3)
  Gross
Reductions(4)
  December 31,
2014 Value
 

Affiliate Investments

                                   

AFG Capital Group, LLC

  11% Secured Debt     214         6,465         6,465  

  Warrants             259         259  

  Member Units             1,200         1,200  

American Sensor
Technologies, Inc.

  Warrants         10,100         10,100      

Boss Industries, LLC

  Preferred Member Units             2,000         2,000  

Bridge Capital Solutions

  13% Secured Debt     806     4,799     1,038         5,837  

Corporation

  Warrants         530     180         710  

Brightwood Capital
Fund III, LP(12)(13)

  LP Interests     570         15,469     7,021     8,448  

CAI Software LLC

  12% Secured Debt     259         5,348         5,348  

  Member Units             654         654  

Condit Exhibits, LLC

  12% Secured Debt     73     3,750         3,750      

  Warrants         540         540      

  Member Unit     20         610         610  

Congruent Credit Opportunities

  LP Interests     1,500     22,692     594     4,908     18,378  

Funds(12)(13)

  LP Interests     20     4,128     4,314     708     7,734  

Daseke, Inc.

  12% Current / 2.5% PIK Secured Debt     3,159     19,828     895         20,723  

  Common Stock         11,689     2,091         13,780  

Dos Rios Partners(12)(13)

  LP Interests     23     1,269     1,056         2,325  

  LP Interests     8     403     335         738  

East Teak Fine Hardwoods, Inc.

  Common Stock     116     450     410         860  

East West Copolymer &

  12% Secured Debt     369         9,436         9,436  

Rubber, LLC

  Warrants             50         50  

Freeport Financial SBIC Fund LP(12)(13)

  LP Interests     536     1,618     3,059         4,677  

Gault Financial, LLC

  10% Secured Debt     1,994     10,550     1,001     769     10,782  

(RMB Capital, LLC)

  Warrants                      

Glowpoint, Inc.

  8% Secured Debt     5     294     251     149     396  

  12% Secured Debt     1,144     8,892     17         8,909  

  Common Stock         10,235     158     1,913     8,480  

Guerdon Modular Holdings, Inc.

  11% Secured Debt     558         11,044         11,044  

  Common Stock             2,400         2,400  

Houston Plating and Coatings, LLC

  Member Units     528     9,160     2,310         11,470  

Indianhead Pipeline Services, LLC

  12% Secured Debt     1,035     7,800     131     1,306     6,625  

  Preferred Member Units     114     1,832     128         1,960  

  Warrants         470         470      

  Member Units         530         530      

irth Solutions, LLC

  Member Units     343     3,300     660         3,960  

KBK Industries, LLC

  12.5% Secured Debt     1,083     9,000     21     771     8,250  

  Member Units     267     5,740     380         6,120  

L.F. Manufacturing Holdings, LLC(10)

  Member Units     929     2,035     356     17     2,374  

MPS Denver, LLC

  8% PIK Secured Debt         750         750      

  13% PIK Secured Debt         8,365     2,423     10,788      

  Member Units             1,130         1,130  

OnAsset Intelligence, Inc.

  12% PIK Secured Debt     1,071     1,788     1,765         3,553  

  Preferred Stock     132     2,602     132     34     2,700  

  Warrants         370     132     502      

OPI International Ltd.(13)

  Common Stock         4,971             4,971  

PCI Holding Company, Inc.

  12% Current / 4% PIK Secured Debt     730     4,449     1,191     5,640      

  Preferred Stock     411     3,311     1,119         4,430  

Quality Lease and Rental

  8% Secured Debt             330     173     157  

Holdings, LLC

  12% Secured Debt     3     20,000     3     8,503     11,500  

  Preferred Member Units                      

F-200


Table of Contents

Company
  Investments(1)   Amount of
Interest or
Dividends Credited to
Income(2)
  December 31,
2013 Value
  Gross
Additions(3)
  Gross
Reductions(4)
  December 31,
2014 Value
 

Radial Drilling Services Inc.

  12% Secured Debt     677     3,626     166         3,792  

  Warrants                      

Samba Holdings, Inc.

  12.5% Secured Debt     2,239     11,453     16,000     1,035     26,418  

  Common Stock         4,510     1,520         6,030  

Spectrio LLC

  LIBOR Plus 7.50%, Current Coupon 8.50%, Secured     1,737     17,878     374     18,252      

  Warrants         3,850         3,850      

SYNEO, LLC

  12% Secured Debt     547     4,238     37     1,601     2,674  

  Member Units     88     740     61         801  

  10% Secured Debt     147     1,414     1         1,415  

Texas Reexcavation LC

  12% Current / 3% PIK Secured Debt     917     6,082     240     6,322      

  Class A Member Units         3,270         3,270      

Tin Roof Acquisition Company

  12% Secured Debt     1,538     10,785     3,076         13,861  

  Class C Preferred Stock     213     2,027     214         2,241  

Other

                                   

Income from investments transferred from other 1940 Act classification during the year

        28                          

        26,151     268,113     104,234     93,672     278,675  

(1)
The principal amount, the ownership detail for equity investments and if the investment is income producing is shown in the consolidated schedule of investments.

(2)
Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the year, any income related to the time period it was in the category other than the one shown at year end is included in "Income from investments transferred from Control during the year" or "Income from investments transferred from Affiliate during the year".

(3)
Gross additions include increases in the cost basis of investments resulting from new portfolio investment, follow on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross Additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation as well as the movement of an existing portfolio company into this category and out of a different category.

(4)
Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.

F-201


Table of Contents

 

Up to 1,000,000 Shares

Common Stock

LOGO



PROSPECTUS SUPPLEMENT



GOLDMAN, SACHS & CO.

RAYMOND JAMES

BAIRD

November 24, 2015