Advisory Business
MidCap Financial Services Capital Management, LLC (“MidCap Financial Capital Management”)
is a Delaware limited liability company organized on October 3, 2016. Its principal place of
business is at 7255 Woodmont Avenue, Bethesda, MD 20814. MidCap Financial Capital
Management is an indirect wholly owned subsidiary of MidCap FinCo Designated Activity
Company (“FinCo”), a private company limited by shares incorporated under the law of Ireland.
FinCo’s parent, MidCap FinCo Holdings Limited (“Parent”), is owned by various third-party
investors none of whom has authority to exercise in excess of 24.99% of the voting interests in
Parent. Subsidiaries of Apollo Global Management, Inc. (“AGI”) hold non-controlling, but
significant, economic interests in Parent and FinCo.
Parent and its subsidiaries (including MidCap Financial Services, LLC (“Midcap Financial
Services”), MidCap Financial Trust and MidCap Financial Services (Ireland) Limited (“MidCap
Ireland”), as the context requires, but not including MidCap Financial Capital Management or the
collateralized loan obligation funds and similar securitization issuers (“CLOs”) and related CLO
warehouse vehicles (“CLO Warehouses”), if any, that MidCap Financial Capital Management
manages), are referred to herein as the “MidCap Group.” The MidCap Group is a middle-market
focused specialty finance firm that provides financing to primarily middle market companies in a
wide variety of industries. The MidCap Group uses its own capital (including the capital of the
CLOs and CLO Warehouses that MidCap Financial Capital Management advises) to directly
originate senior credit in middle-market loans some of which are CLO eligible loans.
MidCap Financial Capital Management currently provides investment advisory services on a
discretionary and non-discretionary basis to its clients, which include, primarily pooled investment
vehicles organized as CLOs and CLO Warehouses, or as other types of vehicles which borrow
money to acquire loans (collectively “Clients”). While, as of the date of this Brochure, MidCap
Financial Capital Management is not providing investment supervisory services to CLO
Warehouses and other types of clients not specified in this Brochure, it could do so in the future,
and will update Part 2A accordingly, to the extent necessary or appropriate. As used herein, the
term Client shall, as appropriate, include such future clients.
The SEC, other regulatory bodies, and the courts have consistently construed the laws and
regulations governing investment advisers as imposing a fiduciary duty on them consistent with
the scope of the agreements and principal and agent relationship with respect to their dealings with
clients. It is the policy of MidCap Financial Capital Management to act in a manner consistent
with this position. Acting as a fiduciary requires that an investment adviser, consistent with its
other statutory and regulatory obligations and except as otherwise disclosed to clients, acts solely
in the advisory client’s best interests when providing investment advice and engaging in other
fiduciary activities on behalf of the client.
MidCap Financial Services employs loan sourcing, servicing and back office and loan
administration employees to assist in originating commercial and mortgage loans. Please refer to
Item 8 “Methods of Analysis, Investment Strategies and Risk of Loss,” and Item 10 “Other
Financial Industry Activities and Affiliations” for more information. MidCap Financial Capital
Management’s recommendations will generally be limited to assets described below.
Generally, Clients will be organized in Delaware, the Cayman Islands, Jersey, Bermuda or the
European Union as exempted companies that rely on Section 3(c)(7) of, or Rule 3a-7 under, the
Investment Company Act of 1940 (the “1940 Act”), or other applicable exceptions or exemptions
from the 1940 Act.
The CLOs and CLO Warehouses for which MidCap Financial Capital Management performs
investment advisory services invest primarily in senior secured loans (i) originated by the MidCap
Group or (ii) which were acquired from or made available to the MidCap Group by a third party
or related party. Apollo Capital Management, L.P. (“ACM”), an indirect subsidiary of AGI, serves
as investment manager to FinCo and its subsidiaries, and originates senior secured loans made
available to the MidCap Group, as described herein, as well as to MidCap Financial Capital
Management’s clients. Other Clients could invest in loans not originated by, acquired from or
made available to the MidCap Group.
MidCap Financial Capital Management’s objective in managing the assets of each CLO is to
achieve preservation of principal and diversification by company and industry. In this regard, in
addition to the above, MidCap Financial Capital Management also invests in senior secured loans
that are sourced or originated by certain AGI entities. ACM, together with its relying advisers
and/or other registered investment advisers affiliated with AGI, manages AGI’s credit business
segment and provides investment management, advisory and administrative services through
wholly owned and controlled management entities to its advisory clients. Please see Item 10 for
additional information regarding ACM. Additionally, certain of our indirect equity owners are
advised by ACM or otherwise associated with (but are not necessarily affiliates of) AGI. Other
Clients could have differing investment objectives, as agreed with each such Client from time to
time.
MidCap Financial Capital Management provides investment advisory services to CLOs and CLO
Warehouses to which MidCap Financial Capital Management, another member of the MidCap
Group or a third-party acts as sponsor for purposes of the U.S. Risk Retention Rules. MidCap
Financial Capital Management also provides investment advisory services to Clients for which the
U.S Risk Retention Rules do not apply, including those following a loan to special purpose vehicle
structure. As described further herein, the U.S. Risk Retention Rules require a sponsor of a
securitization transaction (or its “majority-owned affiliate”) to retain at least 5% of the economic
interest in the credit risk of the securitized assets.
Investment Advisory Relationships
The advisory relationship between MidCap Financial Capital Management and a CLO (or, if
applicable, CLO Warehouse) or other Client is generally governed by a collateral management
agreement or investment advisory agreement (“Management Agreement”) and the terms of other
relevant offering materials, indentures, disclosure documents, and the constituent documents of
the CLO (together with the Management Agreement, the “Governing Documents”). Other Clients
could, but will not necessarily, have similar Governing Documents. The Management Agreements
are generally negotiated between related parties and, as such, their terms, including the fees
payable to MidCap Financial Capital Management, might not be as favorable to the Client as if
they had been negotiated with an unaffiliated, unrelated third party. Such terms are described in
more detail in the Client’s offering documents, if any.
MidCap Financial Capital Management can also provide investment management services to
additional Clients, including other CLOs, that are offered to investors on a private placement basis,
or to SMAs, without prior consultation with, or approval of, existing Clients.
In connection with providing investment management services, MidCap Financial Capital
Management is appointed as investment adviser and typically, but not always, vested with
discretionary trading authority. Except in limited circumstances, MidCap Financial Capital
Management has full discretionary authority with respect to the investment decisions of the CLOs
and other Clients; however, advice is provided in accordance with and is subject to the investment
objectives, guidelines and restrictions set forth in each Client’s Governing Documents and
investment guidelines. In addition, as discussed in Item 11, “Code of Ethics, Participation or
Interest in Client Transactions and Personal Trading,” MidCap Financial Capital Management
expects that Clients will enter into principal transactions whereby the Client will buy an asset from
(or sell an asset to) the MidCap Group. In these cases, MidCap Financial Capital Management
will provide notice to, and request the informed consent of, the Client. Except as otherwise agreed,
consent determinations will be made on the Client’s behalf by its representative (which could be
the CLO board, an independent director or trustee, an independent investment professional, an
investor or group of investors or another person or entity designated by the CLO or CLO
Warehouse who is independent of the MidCap Group, each an “Independent Review Party”). No
principal transaction will be completed prior to receiving the required consent from the
Independent Review Party and, for some Clients, additional consents or approvals will be required
for certain transactions, as set forth in the relevant Governing Documents.
The information provided herein about the investment advisory services provided by MidCap
Financial Capital Management is qualified in its entirety by reference to the relevant Client’s
Governing Documents. The Governing Documents for the relevant Client should be read
carefully prior to investing in the Client. No offer to sell interests in any Client is made by the
descriptions in this Brochure. Interests in a Client are available only to investors that meet the
qualifications described in the offering documents.
Assets Under Management
As of December 31, 2023, for CLO Clients, MidCap Financial Capital Management managed
$7,518,404,444 of assets on a discretionary basis and $700,422,591 of assets on a non-
discretionary basis.