Monroe Capital Corporation Announces Shareholder Approval of Related Asset Sale
HRZN shareholders voted overwhelmingly in favor of the HRZN Share Issuance Proposal, with more than 83% of voting shareholders supporting the proposal. MRCC shareholders similarly voted overwhelmingly in favor of the proposed transactions, with more than 88% of voting shareholders supporting the Merger and the Asset Sale.
As previously announced, prior to the effectiveness of the Merger, MCIP will purchase for cash substantially all of the assets of MRCC at their fair value, as determined shortly before closing. Following the closing of the Asset Sale to MCIP, MRCC will merge with and into HRZN, with HRZN as the surviving public entity, which will continue to be managed by
HRZN and MRCC will announce at a later date the anticipated closing date for the Merger, which they expect to be within the next 30 days.
“We are very pleased to receive the strong support from our shareholders for the proposed merger with HRZN,” said
“We appreciate our shareholders’ strong approval, which marks an important step forward as we prepare for the next phase of Horizon’s growth,” said
Summary Transaction Terms
| • | Final MRCC Distribution – In addition to MRCC’s planned pre-Merger closing distribution to MRCC shareholders of MRCC’s undistributed taxable earnings (the “Final MRCC Tax Distribution”), MRCC intends to declare a one-time cash distribution of |
| The actual amount of the Pre-Merger Closing Distribution, which will include an amount necessary to distribute all of MRCC’s undistributed taxable earnings through the anticipated closing date of the Merger, will be determined in connection with the closing of the Merger. The Final MRCC Tax Distribution is necessary to preserve MRCC’s regulated investment company tax treatment. MRCC expects to announce the record date and anticipated payment date for the Pre-Merger Closing Distribution at a later date. | |
| MRCC’s dividend reinvestment plan (“DRIP”) is not expected to apply to the Final MRCC Tax Distribution. As a result, all participants under the DRIP will receive the Final MRCC Tax Distribution in cash and not shares of MRCC common stock. | |
| • | Combined Company Supplemental Distributions – As previously announced, HRZN’s Board of Directors has announced its intent to use HRZN’s current undistributed taxable earnings of |
| • | Exchange Ratio – In connection with the Merger, MRCC shareholders will receive, in exchange for each share of MRCC common stock held, newly issued shares of HRZN common stock based on the ratio of the MRCC net asset value per share divided by the HRZN net asset value per share, each determined shortly before closing. |
| • | Advisory Fee Waivers – HTFM has agreed to waive an aggregate amount of |
About
About
Forward Looking Statements
Some of the statements in this communication constitute forward-looking statements because they relate to future events, future performance or financial condition of MRCC or HRZN or the proposed sale of assets by MRCC to MCIP and the proposed merger of MRCC with and into HRZN. All statements, other than historical facts, including but not limited to statements regarding the expected timing of the closing of the proposed transactions; the expected timing or amount of payments of dividends or distributions by MRCC and/or HRZN, including all or any portion of the Pre-Merger Closing Distribution or the HRZN Supplemental Distributions; the ability of the parties to complete the proposed transactions; the expected benefits of the proposed transactions such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of the surviving companies following completion of the proposed transactions; and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target” or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual events and results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Certain factors could cause actual results and conditions to differ materially from those projected, including, without limitation, the uncertainties associated with considerations that may be disclosed from time to time in MRCC’s and HRZN’s publicly disseminated documents and filings. HRZN and MRCC have based the forward-looking statements included in this communication on information available to them on the date hereof, and neither HRZN, MRCC nor their affiliates assume any obligation to update any such forward-looking statements. Although HRZN and MRCC 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 HRZN and MRCC may make directly to you or through reports that they have filed with the Securities and Exchange Commission (the “SEC”), or in the future may file with the
No Offer or Solicitation
This document is not, and under no circumstances is it to be construed as, a prospectus or an advertisement, and the communication of this document is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in HRZN or MRCC or in any fund or other investment vehicle managed by
Contacts
Investor Relations:
ICR
ir@horizontechfinance.com
(646) 200-8885
Media Relations:
ICR
HorizonPR@icrinc.com
(646) 677-1819
Investor Relations:
Chief Financial Officer & Chief Investment Officer
msolimene@monroecap.com
(312) 598-8401
Media Relations:
Gregory
daniel.abramson@gregoryagency.com
(857) 305-8441

Monroe Capital Corporation
Horizon Technology Finance Corporation
Horizon Technology Finance
Dan Trolio
Executive Vice President & CFO
(860) 674-9977
dtrolio@horizontechfinance.com
Horizon Technology Finance
312 Farmington Avenue
Farmington, CT
06032
Horizon Technology Finance
349 Main Street
Suite 203
Pleasanton, CA
94566