As filed with the Securities and Exchange Commission on December 13, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
MidCap Financial Investment Corporation
(Exact Name of Registrant as specified in its charter)
Maryland | 52-2439556 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
9 West 57th Street, New York, New York | 10019 | |
(Address of principal executive office) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | Name of each exchange on which each class is to be registered | |
8.00% Notes due 2028 | The Nasdaq Global Select Market |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable):
333-271227
Securities to be registered pursuant to Section 12(g) of the Act:
None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
The securities to be registered hereby are the 8.00% Notes due 2028 (the “Notes”) of MidCap Financial Investment Corporation (the “Corporation”). The Notes are expected to be listed on The Nasdaq Global Select Market and to trade thereon within 30 days of the original issue date under the trading symbol “MFICL.”
For a description of the Notes, reference is made to (i) the information set forth in the section captioned “Description of Our Debt Securities” in the Registrant’s Registration Statement on Form N-2 (File No. 333-271227) (including the information incorporated by reference therein, the “Registration Statement”), as filed with the Securities and Exchange Commission (the “Commission”) on April 12, 2023 under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the information set forth under the section captioned “Specific Terms of the Notes and the Offering” in the Registrant’s prospectus supplement dated December 6, 2023, as filed with the Commission on December 8, 2023 pursuant to Rule 424(b) under the Securities Act. The foregoing descriptions therein are incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is hereby also incorporated herein by reference.
Item 2. Exhibits.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date: December 13, 2023 | MIDCAP FINANCIAL INVESTMENT CORPORATION | |||||
By: | /s/ Kristin M. Hester | |||||
Name: | Kristin M. Hester | |||||
Title: | Chief Legal Officer and Secretary |