M&A - MONROE CAPITAL Corp

Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000151293125000019

Filing Summary: On March 31, 2025, Monroe Capital Corporation entered into a new investment advisory agreement with Monroe Capital BDC Advisors, LLC. This New Advisory Agreement follows the termination of the previous agreement due to a change of control of the Adviser, where Momentum US Bidco LLC, an affiliate of Wendel SE, acquired 75% of the equity interest of certain Monroe Capital affiliates. There are no changes to the fee structure or services, only an update in the date and term in the New Advisory Agreement. Additionally, a press release was issued announcing the completion of the acquisition, confirming that the Adviser will continue to operate independently with its current leadership intact. Both the New Advisory Agreement and the press release are attached as exhibits to the filing.

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Form Type: DEF 14A

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000151293124000106

Filing Summary: Monroe Capital Corporation is holding a virtual special meeting of stockholders on February 21, 2025, to seek approval for a New Investment Advisory and Management Agreement following a significant change in control. This change is due to an equity purchase agreement dated October 21, 2024, between Monroe and Wendel SE, where Wendel will acquire a 75% interest in Monroe, leading to a change of control over Monroe Capital BDC Advisors, LLC, the company's investment advisor. Despite the change in ownership, management and terms regarding advisory services will remain unchanged. The Board unanimously supports the agreement and believes it aligns with the company’s strategic goals. Wendel’s acquisition is expected to enhance investment capabilities and provide up to $1 billion in growth capital. Stockholder approval is critical as it ensures the ongoing provision of investment advisory services amidst changes in control.

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