M&A - Monroe Capital Income Plus Corp

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Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000174231325000021

Filing Summary: On March 31, 2025, Monroe Capital Income Plus Corporation entered into a new investment advisory agreement with Monroe Capital BDC Advisors, LLC. This was in conjunction with the termination of the former advisory agreement, which ended due to a change of control of the Adviser stemming from a transaction where Momentum US Bidco LLC acquired 75% of certain affiliate's equity interests. The new agreement maintains the same terms as the original, except for the dates. Additionally, a previously established fee waiver remains effective under the new agreement. A press release was also issued about the closing of this transaction, confirming that the Adviser will operate independently with the current leadership and investment teams.

Document Link: View Document

Additional details:

Item: new_advisory_agreement


Item: previous_advisory_agreement


Change Of Control: Momentum US Bidco LLC acquired 75% of Monroe affiliates


Fee Structure Change: none


Press Release Date: 2025-03-31


Form Type: 8-K

Filing Date: 2025-02-25

Corporate Action: Merger

Type: New

Accession Number: 000174231325000007

Filing Summary: On February 21, 2025, Monroe Capital Income Plus Corporation held a special meeting of stockholders where they approved a new investment management agreement with Monroe Capital BDC Advisors LLC. This decision is linked to an adviser change in control, wherein Momentum US Bidco LLC, an affiliate of Wendel SE, will acquire a 75% interest in Monroe, resulting in the termination of the existing investment management agreement. The new agreement will come into effect once the acquisition is finalized. A total of 197,199,422 shares were outstanding and eligible to vote, with the proposal receiving 105,319,739 votes in favor, 1,281,672 against, and 4,764,870 abstaining.

Document Link: View Document

Additional details:

Record Date: 2024-12-26


Outstanding Shares: 197199422


Votes For: 105319739


Votes Against: 1281672


Votes Abstain: 4764870


Form Type: DEF 14A

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000174231324000123

Filing Summary: Monroe Capital Income Plus Corporation filed a definitive proxy statement to seek stockholder approval for a new investment management agreement with Monroe Capital BDC Advisors LLC due to an upcoming change of control. This change is triggered by Wendel SE's acquisition of a 75% interest in Monroe Capital LLC, which will affect the management structure but not the investment strategy or operational team. The existing advisory arrangement will be replaced by the New Advisory Agreement to comply with the Investment Company Act of 1940 requirements following this change of control. The Board of Directors unanimously recommends approving the new agreement, which maintains identical terms to the existing agreement, to ensure seamless management continuity. Stockholders are encouraged to vote, with the Special Meeting scheduled for February 21, 2025, and materials distributed around December 27, 2024.

Document Link: View Document

Additional details:

Meeting Date: 2025-02-21


Adviser Change In Control Date: 2025-06-30


Record Date: 2024-12-26


Proxy Materials Distribution Date: 2024-12-27


Transaction Agreement Date: 2024-10-21


Acquiror: Momentum US Bidco LLC


Investor Group: Wendel SE


Capital Commitment: up to $1 billion


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