000139644012-312022Q3falseP5YP3YP3YP5Yhttp://www.mainstcapital.com/20220930#InterestAndDividendReceivableAndOtherAssetshttp://fasb.org/us-gaap/2022#AccountsPayableAndOtherAccruedLiabilities0001396440main:UnsecuredRevolvingPromissoryNoteMembersrt:AffiliatedEntityMembermain:PrivateLoanFundMember2021-12-292021-12-290001396440us-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMemberThe Affiliati Network, LLC., Secured Debt Two2022-01-012022-09-30

Table of Contentscontents

​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

Form 10-Q

​

(Mark One)

​

​

(Mark One)

x

​

⌧

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022
OR

For the quarterly period ended September 30, 2021

OR

◻

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from:             to             

​

For the transition period from:             to             
Commission File Number: 001-33723

Main Street Capital Corporation

(Exact name of registrant as specified in its charter)

​

​

​

Maryland

41-2230745
(State or other jurisdiction of
incorporation or organization)

41-2230745

(I.R.S. Employer
Identification No.)

1300 Post Oak Boulevard, 8th Floor
Houston, TX
77056
(Address of principal executive offices)

77056
(Zip Code)

​

(713) 350-6000

(Registrant’s telephone number including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

​

Title of Each Class

Trading Symbol

Name of Each Exchange on Which
Registered

Common Stock, par value $0.01 per share

​

MAIN

​

New York Stock Exchange

​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧x No ◻

o

Indicate by check mark whether the registrant has submitted electronically every
Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ◻x No ◻

o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​

​

​

​

​

Large accelerated filer⌧

x

Accelerated filer◻

o

Non-accelerated filer◻

o

Smaller reporting company◻
o
Emerging growth company◻

o

​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ◻o No ⌧

x

The number of shares outstanding of the issuer’s common stock as of November 4, 20213, 2022 was 69,583,191.

​

​

​

​

77,253,793.

Table of Contentscontents

TABLE OF CONTENTS

​

​

​

​

PART I

​

​

FINANCIAL INFORMATION

​

​

​

1

​

2

​

3

​

4

​

Consolidated Schedule of Investments (unaudited)—September 30, 2021

2022

5

​

Consolidated Schedule of Investments—December 31, 2020

2021

30

35

​

54

61

​

90

100

102

115

122

135

122

136

​

PART II

​

​

OTHER INFORMATION

​

122

137

122

137

123

137

124

138

​

125

139

​

​

​

​


Table of Contentscontents

​

MAIN STREET CAPITAL CORPORATION


Consolidated Balance Sheets

(dollars in thousands, except shares and per share amounts)

​

​

​

​

​

​

​

​

​

September 30, 

​

December 31, 

​

    

2021

    

2020

​

​

(Unaudited)

​

​

​

September 30, 2022December 31, 2021
(Unaudited)

ASSETS

 

​

  

 

​

  

ASSETS

Investments at fair value:

 

​

  

 

​

  

Investments at fair value:

Control investments (cost: $988,222 and $831,490 as of September 30, 2021 and December 31, 2020, respectively)

​

$

1,336,218

​

$

1,113,725

Affiliate investments (cost: $505,935 and $416,479 as of September 30, 2021 and December 31, 2020, respectively)

​

 

485,139

​

 

366,301

Non‑Control/Non‑Affiliate investments (cost: $1,338,405 and $1,268,740 as of September 30, 2021 and December 31, 2020, respectively)

​

 

1,295,747

​

 

1,204,840

Total investments (cost: $2,832,562 and $2,516,709 as of September 30, 2021 and December 31, 2020, respectively)

​

 

3,117,104

​

 

2,684,866

Control investments (cost: $1,199,446 and $1,107,597 as of September 30, 2022 and December 31, 2021, respectively)Control investments (cost: $1,199,446 and $1,107,597 as of September 30, 2022 and December 31, 2021, respectively)$1,599,429 $1,489,257 
Affiliate investments (cost: $576,047 and $578,539 as of September 30, 2022 and December 31, 2021, respectively)Affiliate investments (cost: $576,047 and $578,539 as of September 30, 2022 and December 31, 2021, respectively)552,581 549,214 
Non‑Control/Non‑Affiliate investments (cost: $1,914,134 and $1,573,110 as of September 30, 2022 and December 31, 2021, respectively)Non‑Control/Non‑Affiliate investments (cost: $1,914,134 and $1,573,110 as of September 30, 2022 and December 31, 2021, respectively)1,821,480 1,523,360 
Total investments (cost: $3,689,627 and $3,259,246 as of September 30, 2022 and December 31, 2021, respectively)Total investments (cost: $3,689,627 and $3,259,246 as of September 30, 2022 and December 31, 2021, respectively)3,973,490 3,561,831 

Cash and cash equivalents

​

 

59,569

​

 

31,919

Cash and cash equivalents61,158 32,629 

Interest receivable and other assets

​

 

51,172

​

 

49,761

Interest and dividend receivable and other assetsInterest and dividend receivable and other assets74,283 56,488 

Receivable for securities sold

​

 

11,467

​

 

—

Receivable for securities sold20,929 35,125 

Deferred financing costs (net of accumulated amortization of $9,219 and $8,477 as of September 30, 2021 and December 31, 2020, respectively)

​

 

4,460

​

 

2,818

Deferred financing costs (net of accumulated amortization of $10,203 and $9,462 as of September 30, 2022 and December 31, 2021, respectively)Deferred financing costs (net of accumulated amortization of $10,203 and $9,462 as of September 30, 2022 and December 31, 2021, respectively)5,106 4,217 

Total assets

​

$

3,243,772

​

$

2,769,364

Total assets$4,134,966 $3,690,290 

LIABILITIES

​

 

​

​

 

​

LIABILITIES

Credit facility

​

$

200,000

​

$

269,000

Credit facility$561,000 $320,000 

SBIC debentures (par: $350,000 and $309,800 as of September 30, 2021 and December 31, 2020, respectively)

​

 

342,435

​

 

303,972

5.20% Notes due 2024 (par: $450,000 as of both September 30, 2021 and December 31, 2020)

​

 

451,408

​

 

451,817

4.50% Notes due 2022 (par: $185,000 as of both September 30, 2021 and December 31, 2020)

​

 

184,292

​

 

183,836

3.00% Notes due 2026 (par: $300,000 as of September 30, 2021)

​

 

295,445

​

 

—

3.00% Notes due 2026 (par: $500,000 as of both September 30, 2022 and December 31, 2021)3.00% Notes due 2026 (par: $500,000 as of both September 30, 2022 and December 31, 2021)498,004 497,609 
5.20% Notes due 2024 (par: $450,000 as of both September 30, 2022 and December 31, 2021)5.20% Notes due 2024 (par: $450,000 as of both September 30, 2022 and December 31, 2021)450,863 451,272 
SBIC debentures (par: $350,000 ($16,000 due within one year) as of both September 30, 2022 and December 31, 2021)SBIC debentures (par: $350,000 ($16,000 due within one year) as of both September 30, 2022 and December 31, 2021)343,618 342,731 
4.50% Notes due 2022 (par: $185,000 as of both September 30, 2022 and December 31, 2021)4.50% Notes due 2022 (par: $185,000 as of both September 30, 2022 and December 31, 2021)184,899 184,444 

Accounts payable and other liabilities

​

 

27,904

​

 

20,833

Accounts payable and other liabilities40,158 40,469 

Payable for securities purchased

​

 

5,084

​

 

—

Payable for securities purchased— 5,111 

Interest payable

​

 

15,303

​

 

8,658

Interest payable16,673 14,926 

Dividend payable

​

 

14,553

​

 

13,889

Dividend payable16,789 15,159 

Deferred tax liability, net

​

 

23,041

​

 

2,592

Deferred tax liability, net43,542 29,723 

Total liabilities

​

 

1,559,465

​

 

1,254,597

Total liabilities2,155,546 1,901,444 

Commitments and contingencies (Note K)

​

 

​

​

 

​

Commitments and contingencies (Note K)

NET ASSETS

​

 

​

​

 

​

NET ASSETS

Common stock, $0.01 par value per share (150,000,000 shares authorized; 69,346,340 and 67,674,853 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively)

​

 

694

​

 

677

Common stock, $0.01 par value per share (150,000,000 shares authorized; 76,155,807 and 70,700,885 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively)Common stock, $0.01 par value per share (150,000,000 shares authorized; 76,155,807 and 70,700,885 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively)763 707 

Additional paid‑in capital

​

 

1,675,917

​

 

1,615,940

Additional paid‑in capital1,952,992 1,736,346 

Total undistributed (overdistributed) earnings

​

 

7,696

​

 

(101,850)

Total undistributed earningsTotal undistributed earnings25,665 51,793 

Total net assets

​

 

1,684,307

​

 

1,514,767

Total net assets1,979,420 1,788,846 

Total liabilities and net assets

​

$

3,243,772

​

$

2,769,364

Total liabilities and net assets$4,134,966 $3,690,290 

NET ASSET VALUE PER SHARE

​

$

24.27

​

$

22.35

NET ASSET VALUE PER SHARE$25.94 $25.29 

​

The accompanying notes are an integral part of these consolidated financial statements

​

1

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Operations

(dollars in thousands, except shares and per share amounts)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

    

September 30, 

​

September 30, 

​

    

2021

    

2020

    

2021

    

2020

Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021

INVESTMENT INCOME:

 

​

  

 

​

  

 

​

  

 

​

  

INVESTMENT INCOME:

Interest, fee and dividend income:

 

​

  

 

​

  

 

​

  

 

​

  

Interest, fee and dividend income:

Control investments

​

$

34,852

​

$

18,558

​

$

85,904

​

$

57,357

Control investments$41,367 $34,852 $110,751 $85,904 

Affiliate investments

​

 

12,274

​

 

8,255

​

 

34,785

​

 

23,626

Affiliate investments12,490 12,274 38,300 34,785 

Non‑Control/Non‑Affiliate investments

​

 

29,653

​

 

25,141

​

 

86,192

​

 

79,126

Non‑Control/Non‑Affiliate investments44,530 29,653 113,930 86,192 

Total investment income

​

 

76,779

​

 

51,954

​

 

206,881

​

 

160,109

Total investment income98,387 76,779 262,981 206,881 

EXPENSES:

​

 

​

​

 

​

​

 

​

​

 

​

EXPENSES:

Interest

​

 

(14,711)

​

 

(12,489)

​

 

(42,914)

​

 

(36,827)

Interest(21,234)(14,711)(55,216)(42,914)

Compensation

​

 

(9,576)

​

 

(4,980)

​

 

(22,790)

​

 

(12,280)

Compensation(10,404)(9,576)(26,480)(22,790)

General and administrative

​

 

(3,047)

​

 

(3,354)

​

 

(9,439)

​

 

(9,827)

General and administrative(4,018)(3,047)(11,483)(9,439)

Share‑based compensation

​

 

(2,869)

​

 

(2,561)

​

 

(7,961)

​

 

(8,215)

Share‑based compensation(3,617)(2,869)(10,031)(7,961)

Expenses allocated to the External Investment Manager

​

 

2,728

​

 

1,892

​

 

7,680

​

 

5,340

Expenses allocated to the External Investment Manager3,334 2,728 9,613 7,680 

Total expenses

​

 

(27,475)

​

 

(21,492)

​

 

(75,424)

​

 

(61,809)

Total expenses(35,939)(27,475)(93,597)(75,424)

NET INVESTMENT INCOME

​

 

49,304

​

 

30,462

​

 

131,457

​

 

98,300

NET INVESTMENT INCOME62,448 49,304 169,384 131,457 

NET REALIZED GAIN (LOSS):

​

 

​

​

 

​

​

 

​

​

 

​

NET REALIZED GAIN (LOSS):

Control investments

​

 

8,786

​

 

4,041

​

 

(4,459)

​

 

(15,825)

Control investments(5,822)8,786 (5,822)(4,459)

Affiliate investments

​

 

(5,147)

​

 

(172)

​

 

3,962

​

 

(407)

Affiliate investments601 (5,147)1,340 3,962 

Non‑Control/Non‑Affiliate investments

​

 

4,666

​

 

(17,743)

​

 

11,072

​

 

(28,091)

Non‑Control/Non‑Affiliate investments10,252 4,666 7,784 11,072 

Realized loss on extinguishment of debt

​

 

—

​

 

—

​

 

—

​

 

(534)

Total net realized gain (loss)

​

 

8,305

​

 

(13,874)

​

 

10,575

​

 

(44,857)

Total net realized gainTotal net realized gain5,031 8,305 3,302 10,575 

NET UNREALIZED APPRECIATION (DEPRECIATION):

​

 

​

​

 

​

​

 

​

​

 

​

NET UNREALIZED APPRECIATION (DEPRECIATION):

Control investments

​

 

20,671

​

 

7,139

​

 

65,756

​

 

(35,096)

Control investments7,517 20,671 20,618 65,756 

Affiliate investments

​

 

14,285

​

 

2,406

​

 

30,518

​

 

(26,883)

Affiliate investments(1,069)14,285 3,703 30,518 

Non‑Control/Non‑Affiliate investments

​

 

3,675

​

 

53,569

​

 

20,798

​

 

(56,051)

Non‑Control/Non‑Affiliate investments(16,529)3,675 (44,243)20,798 

SBIC debentures

​

 

—

​

 

—

​

 

—

​

 

460

Total net unrealized appreciation (depreciation)

​

 

38,631

​

 

63,114

​

 

117,072

​

 

(117,570)

Total net unrealized appreciation (depreciation)(10,081)38,631 (19,922)117,072 

INCOME TAXES:

​

 

​

​

 

​

​

 

​

​

 

​

INCOME TAXES:

Federal and state income, excise and other taxes

​

 

(953)

​

 

(1,165)

​

 

(2,242)

​

 

(1,420)

Federal and state income, excise and other taxes(1,540)(953)(3,658)(2,242)

Deferred taxes

​

 

(11,331)

​

 

(342)

​

 

(20,449)

​

 

15,673

Deferred taxes(520)(11,331)(13,819)(20,449)

Income tax benefit (provision)

​

 

(12,284)

​

 

(1,507)

​

 

(22,691)

​

 

14,253

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

​

$

83,956

​

$

78,195

​

$

236,413

​

$

(49,874)

Income tax provisionIncome tax provision(2,060)(12,284)(17,477)(22,691)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONSNET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS$55,338 $83,956 $135,287 $236,413 

NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED

​

$

0.71

​

$

0.46

​

$

1.92

​

$

1.50

NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED$0.83 $0.71 $2.31 $1.92 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER
SHARE—BASIC AND DILUTED

​

$

1.22

​

$

1.18

​

$

3.45

​

$

(0.76)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTEDNET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED$0.74 $1.22 $1.84 $3.45 

WEIGHTED AVERAGE SHARES
OUTSTANDING—BASIC AND DILUTED

​

 

69,021,826

​

 

66,110,555

​

 

68,557,362

​

 

65,319,784

WEIGHTED AVERAGE SHARES
OUTSTANDING—BASIC AND DILUTED		75,036,52269,021,82673,363,28168,557,362

​

The accompanying notes are an integral part of these consolidated financial statements

​

2

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Changes in Net Assets

(dollars in thousands, except shares)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total

​

​

​

​

​

Common Stock

​

Additional

​

Undistributed

​

​

​

​

​

Number of

​

Par

​

Paid‑In

​

(Overdistributed)

​

Total Net

​

    

Shares

    

Value

    

Capital

    

Earnings

    

Asset Value

Balances at December 31, 2019

 

64,252,937

​

$

643

​

$

1,512,435

​

$

23,312

​

$

1,536,390

Public offering of common stock, net of offering costs

 

91,458

​

 

1

​

 

3,854

​

 

—

​

 

3,855

Share‑based compensation

 

—

​

 

—

​

 

2,837

​

 

—

​

 

2,837

Purchase of vested stock for employee payroll tax withholding

​

(851)

​

​

—

​

​

(29)

​

​

—

​

​

(29)

Dividend reinvestment

 

108,722

​

 

1

​

 

3,929

​

 

—

​

 

3,930

Amortization of directors’ deferred compensation

 

—

​

 

—

​

 

238

​

 

—

​

 

238

Issuance of restricted stock

 

10,383

​

 

—

​

 

—

​

 

—

​

 

—

Dividends to stockholders

 

—

​

 

—

​

 

93

​

 

(39,706)

​

 

(39,613)

Net decrease resulting from operations

 

—

​

 

—

​

 

—

​

 

(171,438)

​

 

(171,438)

Balances at March 31, 2020

 

64,462,649

​

$

645

​

$

1,523,357

​

$

(187,832)

​

$

1,336,170

Public offering of common stock, net of offering costs

 

824,968

​

 

9

​

 

26,007

​

 

—

​

 

26,016

Share‑based compensation

 

—

​

​

—

​

​

2,817

​

​

—

​

​

2,817

Purchase of vested stock for employee payroll tax withholding

 

(84,094)

​

 

(1)

​

 

(1,730)

​

 

—

​

 

(1,731)

Dividend reinvestment

 

146,229

​

 

1

​

 

4,158

​

 

—

​

 

4,159

Amortization of directors’ deferred compensation

 

—

​

 

—

​

 

224

​

 

—

​

 

224

Issuance of restricted stock, net of forfeited shares

 

414,053

​

 

4

​

 

(4)

​

 

—

​

 

—

Dividends to stockholders

 

—

​

 

—

​

 

99

​

 

(40,179)

​

 

(40,080)

Net increase resulting from operations

 

—

​

 

—

​

 

—

​

 

43,369

​

 

43,369

Balances at June 30, 2020

 

65,763,805

​

$

658

​

$

1,554,928

​

$

(184,642)

​

$

1,370,944

Public offering of common stock, net of offering costs

​

205,949

​

​

2

​

​

7,741

​

​

—

​

​

7,743

Share‑based compensation

​

—

​

​

—

​

​

2,561

​

​

—

​

​

2,561

Purchase of vested stock for employee payroll tax withholding

 

(1,998)

​

 

—

​

 

(7)

​

 

—

​

 

(7)

Dividend reinvestment

​

132,583

​

​

1

​

​

4,129

​

​

—

​

​

4,130

Amortization of directors’ deferred compensation

​

—

​

​

—

​

​

195

​

​

—

​

​

195

Issuance of restricted stock, net of forfeited shares

​

(6,899)

​

​

—

​

​

—

​

​

—

​

​

—

Dividends to stockholders

​

—

​

​

—

​

​

95

​

​

(40,674)

​

​

(40,579)

Net increase resulting from operations

​

—

​

​

—

​

​

—

​

​

78,195

​

​

78,195

Balances at September 30, 2020

​

66,093,440

​

$

661

​

$

1,569,642

​

$

(147,121)

​

$

1,423,182

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common StockAdditional
Paid-In
Capital		Total
Undistributed
(Overdistributed)
Earnings		Total Net
Asset Value
Number of
Shares		Par
Value

Balances at December 31, 2020

 

67,762,032

​

$

677

​

$

1,615,940

​

$

(101,850)

​

$

1,514,767

Balances at December 31, 202067,762,032$677 $1,615,940 $(101,850)$1,514,767 

Public offering of common stock, net of offering costs

​

117,388

​

 

2

​

 

3,626

​

 

—

​

 

3,628

Public offering of common stock, net of offering costs117,3882 3,626 — 3,628 

Share‑based compensation

​

—

​

 

—

​

 

2,333

​

 

—

​

 

2,333

Share‑based compensation—— 2,333 — 2,333 

Purchase of vested stock for employee payroll tax withholding

​

(180)

​

 

—

​

 

(7)

​

 

—

​

 

(7)

Purchase of vested stock for employee payroll tax withholding(180)— (7)— (7)

Dividend reinvestment

​

106,651

​

 

1

​

 

3,698

​

 

—

​

 

3,699

Dividend reinvestment106,6511 3,698 — 3,699 

Amortization of directors’ deferred compensation

​

—

​

 

—

​

 

195

​

 

—

​

 

195

Amortization of directors’ deferred compensation—— 195 — 195 

Issuance of restricted stock

​

15,007

​

 

—

​

 

—

​

 

—

​

 

—

Issuance of restricted stock15,007— — — — 

Dividends to stockholders

​

—

​

 

—

​

 

96

​

 

(41,893)

​

 

(41,797)

Dividends to stockholders—— 96 (41,893)(41,797)

Net increase resulting from operations

​

—

​

 

—

​

 

-

​

 

57,346

​

 

57,346

Net increase resulting from operations—— — 57,346 57,346 

Balances at March 31, 2021

​

68,000,898

​

$

680

​

$

1,625,881

​

$

(86,397)

​

$

1,540,164

Balances at March 31, 202168,000,898$680 $1,625,881 $(86,397)$1,540,164 

Public offering of common stock, net of offering costs

​

231,795

​

 

2

​

 

9,396

​

 

—

​

 

9,398

Public offering of common stock, net of offering costs231,7952 9,396 — 9,398 

Share‑based compensation

​

—

​

 

—

​

 

2,759

​

 

—

​

 

2,759

Share‑based compensation—— 2,759 — 2,759 

Purchase of vested stock for employee payroll tax withholding

​

(114,357)

​

 

(1)

​

 

(4,464)

​

 

—

​

 

(4,465)

Purchase of vested stock for employee payroll tax withholding(114,357)(1)(4,464)— (4,465)

Dividend reinvestment

​

91,632

​

 

1

​

 

3,755

​

 

—

​

 

3,756

Dividend reinvestment91,6321 3,755 — 3,756 

Amortization of directors’ deferred compensation

​

—

​

 

—

​

 

163

​

 

—

​

 

163

Amortization of directors’ deferred compensation—— 163 — 163 

Issuance of restricted stock, net of forfeited shares

​

321,821

​

 

3

​

 

(3)

​

 

—

​

 

—

Issuance of restricted stock, net of forfeited shares321,8213 (3)— — 

Dividends to stockholders

​

—

​

 

—

​

 

96

​

 

(42,140)

​

 

(42,044)

Dividends to stockholders—— 96 (42,140)(42,044)

Net increase resulting from operations

​

—

​

 

—

​

 

—

​

 

95,110

​

 

95,110

Net increase resulting from operations—— — 95,110 95,110 

Balances at June 30, 2021

​

68,531,789

​

$

685

​

$

1,637,583

​

$

(33,427)

​

$

1,604,841

Balances at June 30, 202168,531,789$685 $1,637,583 $(33,427)$1,604,841 

Public offering of common stock, net of offering costs

​

772,274

​

 

8

​

 

31,812

​

 

—

​

 

31,820

Public offering of common stock, net of offering costs772,2748 31,812 — 31,820 

Share‑based compensation

​

—

​

 

—

​

 

2,869

​

 

—

​

 

2,869

Share‑based compensation—— 2,869 — 2,869 

Purchase of vested stock for employee payroll tax withholding

​

(13,818)

​

 

—

​

 

(575)

​

 

—

​

 

(575)

Purchase of vested stock for employee payroll tax withholding(13,818)— (575)— (575)

Dividend reinvestment

​

95,364

​

 

1

​

 

3,984

​

 

—

​

 

3,985

Dividend reinvestment95,3641 3,984 — 3,985 

Amortization of directors’ deferred compensation

​

—

​

 

—

​

 

147

​

 

—

​

 

147

Amortization of directors’ deferred compensation—— 147 — 147 

Issuance of restricted stock, net of forfeited shares

​

23,036

​

 

—

​

 

—

​

 

—

​

 

—

Issuance of restricted stock, net of forfeited shares23,036— — — — 

Dividends to stockholders

​

—

​

 

—

​

 

97

​

 

(42,833)

​

 

(42,736)

Dividends to stockholders—— 97 (42,833)(42,736)

Net increase resulting from operations

​

—

​

 

—

​

 

—

​

 

83,956

​

 

83,956

Net increase resulting from operations—— — 83,956 83,956 

Balances at September 30, 2021

​

69,408,645

​

$

694

​

$

1,675,917

​

$

7,696

​

$

1,684,307

Balances at September 30, 202169,408,645$694 $1,675,917 $7,696 $1,684,307 
Balances at December 31, 2021Balances at December 31, 202170,737,021$707 $1,736,346 $51,793 $1,788,846 
Public offering of common stock, net of offering costsPublic offering of common stock, net of offering costs1,502,43015 63,507 — 63,522 
Share‑based compensationShare‑based compensation—— 2,818 — 2,818 
Dividend reinvestmentDividend reinvestment114,0431 4,812 — 4,813 
Amortization of directors’ deferred compensationAmortization of directors’ deferred compensation—— 147 — 147 
Issuance of restricted stock, net of forfeited sharesIssuance of restricted stock, net of forfeited shares16,913— — — — 
Dividends to stockholdersDividends to stockholders—— 109 (51,804)(51,695)
Net increase resulting from operationsNet increase resulting from operations—— — 65,203 65,203 
Balances at March 31, 2022Balances at March 31, 202272,370,407$723 $1,807,739 $65,192 $1,873,654 
Public offering of common stock, net of offering costsPublic offering of common stock, net of offering costs662,8287 25,626 — 25,633 
Share‑based compensationShare‑based compensation—— 3,596 — 3,596 
Purchase of vested stock for employee payroll tax withholdingPurchase of vested stock for employee payroll tax withholding(115,071)(1)(4,894)— (4,895)
Dividend reinvestmentDividend reinvestment132,1561 4,999 — 5,000 
Amortization of directors’ deferred compensationAmortization of directors’ deferred compensation—— 130 — 130 
Issuance of restricted stock, net of forfeited sharesIssuance of restricted stock, net of forfeited shares467,2385 (5)— — 
Dividends to stockholdersDividends to stockholders—— 114 (52,818)(52,704)
Net increase resulting from operationsNet increase resulting from operations—— — 14,749 14,749 
Balances at June 30, 2022Balances at June 30, 202273,517,558$735 $1,837,305 $27,123 $1,865,163 
Public offering of common stock, net of offering costsPublic offering of common stock, net of offering costs2,618,22526 105,323 — 105,349 
Share‑based compensationShare‑based compensation—— 3,617 — 3,617 
Purchase of vested stock for employee payroll tax withholdingPurchase of vested stock for employee payroll tax withholding(1,106)— (48)— (48)
Dividend reinvestmentDividend reinvestment164,2162 6,555 — 6,557 
Amortization of directors’ deferred compensationAmortization of directors’ deferred compensation—— 121 — 121 
Issuance of restricted stock, net of forfeited sharesIssuance of restricted stock, net of forfeited shares9,937— — — — 
Dividends to stockholdersDividends to stockholders—— 119 (56,796)(56,677)
Net increase resulting from operationsNet increase resulting from operations—— — 55,338 55,338 
Balances at September 30, 2022Balances at September 30, 202276,308,830$763 $1,952,992 $25,665 $1,979,420 

​

The accompanying notes are an integral part of these consolidated financial statements

3

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Cash Flows

(dollars in thousands)

​

(Unaudited)

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

    

September 30, 

​

​

2021

   

2020

Nine Months Ended
September 30,
20222021

CASH FLOWS FROM OPERATING ACTIVITIES

​

​

​

​

​

​

CASH FLOWS FROM OPERATING ACTIVITIES

Net increase (decrease) in net assets resulting from operations

​

$

236,413

​

$

(49,874)

Net increase in net assets resulting from operationsNet increase in net assets resulting from operations$135,287$236,413

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

​

​

​

​

​

​

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

Investments in portfolio companies

​

​

(911,095)

​

​

(414,574)

Investments in portfolio companies(911,273)(911,095)

Proceeds from sales and repayments of debt investments in portfolio companies

​

​

530,964

​

​

255,147

Proceeds from sales and repayments of debt investments in portfolio companies441,860530,964

Proceeds from sales and return of capital of equity investments in portfolio companies

​

​

83,376

​

​

21,210

Proceeds from sales and return of capital of equity investments in portfolio companies64,16183,376

Net unrealized (appreciation) depreciation

​

​

(117,072)

​

​

117,570

Net unrealized (appreciation) depreciation19,922(117,072)

Net realized (gain) loss

​

​

(10,575)

​

​

44,857

Net realized gainNet realized gain(3,302)(10,575)

Accretion of unearned income

​

​

(10,972)

​

​

(8,239)

Accretion of unearned income(9,908)(10,972)

Payment-in-kind interest

​

​

(6,280)

​

​

(3,816)

Payment-in-kind interest(3,511)(6,280)

Cumulative dividends

​

​

(1,296)

​

​

(1,404)

Cumulative dividends(1,390)(1,296)

Share-based compensation expense

​

​

7,961

​

​

8,215

Share-based compensation expense10,0317,961

Amortization of deferred financing costs

​

​

2,277

​

​

1,986

Amortization of deferred financing costs2,0682,277

Deferred tax (benefit) provision

​

​

20,449

​

​

(15,673)

Deferred tax provisionDeferred tax provision13,81920,449

Changes in other assets and liabilities:

​

​

​

​

​

​

Changes in other assets and liabilities:

Interest receivable and other assets

​

​

(669)

​

​

12,661

Interest and dividend receivable and other assetsInterest and dividend receivable and other assets(18,984)(669)

Interest payable

​

​

6,645

​

​

6,100

Interest payable1,7476,645

Accounts payable and other liabilities

​

​

7,576

​

​

(4,739)

Accounts payable and other liabilities1997,576

Deferred fees and other

​

​

3,586

​

​

2,296

Deferred fees and other1,9463,586

Net cash used in operating activities

​

​

(158,712)

​

​

(28,277)

Net cash used in operating activities(257,328)(158,712)

​

​

​

​

​

​

​

CASH FLOWS FROM FINANCING ACTIVITIES

​

​

​

​

​

​

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from public offering of common stock, net of offering costs

​

​

44,846

​

​

37,614

Proceeds from public offering of common stock, net of offering costs194,50444,846

Proceeds from public offering of 5.20% Notes due 2024

​

​

-

​

​

125,000

Proceeds from public offering of 3.00% Notes due 2026

​

​

300,000

​

​

-

Proceeds from public offering of 3.00% Notes due 2026—300,000

Dividends paid

​

​

(114,471)

​

​

(107,673)

Dividends paid(143,075)(114,471)

Proceeds from issuance of SBIC debentures

​

​

80,200

​

​

35,000

Proceeds from issuance of SBIC debentures—80,200

Repayments of SBIC debentures

​

​

(40,000)

​

​

(42,000)

Repayments of SBIC debentures—(40,000)

Proceeds from credit facility

​

​

645,000

​

​

292,000

Proceeds from credit facility730,000645,000

Repayments on credit facility

​

​

(714,000)

​

​

(339,000)

Repayments on credit facility(489,000)(714,000)

Debt issuance premiums (costs), net

​

​

(10,166)

​

​

978

Debt issuance costs, netDebt issuance costs, net(1,629)(10,166)

Purchases of vested stock for employee payroll tax withholding

​

​

(5,047)

​

​

(1,767)

Purchases of vested stock for employee payroll tax withholding(4,943)(5,047)

Net cash provided by financing activities

​

​

186,362

​

​

152

Net cash provided by financing activities285,857186,362

​

​

​

​

​

​

​

Net increase (decrease) in cash and cash equivalents

​

​

27,650

​

​

(28,125)

—
Net increase in cash and cash equivalentsNet increase in cash and cash equivalents28,52927,650

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

​

​

31,919

​

​

55,246

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD32,62931,919

CASH AND CASH EQUIVALENTS AT END OF PERIOD

​

$

59,569

​

$

27,121

CASH AND CASH EQUIVALENTS AT END OF PERIOD$61,158$59,569

​

​

​

​

​

​

​

Supplemental cash flow disclosures:

​

​

​

​

​

​

Supplemental cash flow disclosures:

Interest paid

​

$

33,898

​

$

28,646

Interest paid$51,306$33,898

Taxes paid

​

$

2,046

​

$

2,439

Taxes paid$4,896$2,046

Operating non-cash activities:

​

​

​

​

​

​

Non-cash financing activities:Non-cash financing activities:

Value of shares issued pursuant to the DRIP

​

$

11,440

​

$

12,219

Value of shares issued pursuant to the DRIP$16,370$11,440

​

The accompanying notes are an integral part of these consolidated financial statements

​

​

4

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

​

​

​

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Control Investments (5)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Analytical Systems Keco Holdings, LLC

​

August 16, 2019

Manufacturer of Liquid and Gas Analyzers

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

12.00% (L+10.00%, Floor 2.00%)

8/16/2024

$

5,015

$

4,787

$

4,787

​

​

​

​

Preferred Member Units

​

3,200

​

​

​

​

​

3,200

​

-

​

​

​

​

Preferred Member Units

​

2,427

​

​

​

​

​

2,427.00

​

4,783

​

​

​

​

Warrants

(27)

420

​

8/16/2029

​

​

​

316

​

-

​

​

​

​

​

​

​

​

​

​

​

​

10,730

​

9,570

ASC Interests, LLC

​

August 1, 2013

Recreational and Educational Shooting Facility

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

13.00%

7/31/2022

​

1,850

​

1,831

​

1,831

​

​

​

​

Member Units

​

1,500

​

​

​

​

​

1,500

​

720

​

​

​

​

​

​

​

​

​

​

​

​

3,331

​

2,551

ATS Workholding, LLC

(10)

March 10, 2014

Manufacturer of Machine Cutting Tools and Accessories

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(14)

​

5.00%

8/16/2023

​

4,814

​

4,655

​

2,875

​

​

​

​

Preferred Member Units

​

3,725,862

​

​

​

​

​

3,726

​

-

​

​

​

​

​

​

​

​

​

​

​

​

8,381

​

2,875

Barfly Ventures, LLC

(10)

August 31, 2015

Casual Restaurant Group

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

7.00%

10/31/2024

​

711

​

711

​

711

​

​

​

​

Member Units

​

37

​

​

​

​

​

1,584

​

1,929

​

​

​

​

​

​

​

​

​

​

​

​

2,295

​

2,640

Bolder Panther Group, LLC

​

December 31, 2020

Consumer Goods and Fuel Retailer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

10.50% (L+9.00%, Floor 1.50%)

12/31/2025

​

39,000

​

38,671

​

39,000

​

​

​

​

Class A Preferred Member Units

(8)

​

14.00%

​

​

​

​

10,194

​

10,194

​

​

​

​

Class B Preferred Member Units

(8)

140,000

8.00%

​

​

​

​

14,000

​

20,310

​

​

​

​

​

​

​

​

​

​

​

​

62,865

​

69,504

Brewer Crane Holdings, LLC

​

January 9, 2018

Provider of Crane Rental and Operating Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

11.00% (L+10.00%, Floor 1.00%)

1/9/2023

​

8,184

​

8,156

​

8,156

​

​

​

​

Preferred Member Units

(8)

2,950

​

​

​

​

​

4,280

​

4,280

​

​

​

​

​

​

​

​

​

​

​

​

12,436

​

12,436

Bridge Capital Solutions Corporation

​

April 18, 2012

Financial Services and Cash Flow Solutions Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

13.00%

12/11/2024

​

8,813

​

8,813

​

8,813

​

​

​

​

Warrants

(27)

82

​

7/25/2026

​

​

​

2,132

​

4,060

​

​

​

​

Secured Debt

(30)

​

13.00%

12/11/2024

​

​

​

1,000

​

1,000

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Control Investments (5)
Analytical Systems Keco Holdings, LLCManufacturer of Liquid and Gas Analyzers
Secured Debt (9) (25)8/16/2019L +10.00%8/16/2024$— $(3)$(3)
Secured Debt (9)8/16/201912.63%L +10.00%8/16/20244,735 4,595 4,595 
Preferred Member Units8/16/20193,20012.63%3,200 — 
Preferred Member Units5/20/20212,4272,427 3,844 
Warrants (27)8/16/20194208/16/2029316 — 
10,535 8,436 
ASC Interests, LLCRecreational and Educational Shooting Facility
Secured Debt12/31/201913.00%7/31/2024300 300 300 
Secured Debt8/1/201313.00%7/31/20241,650 1,648 1,648 
Member Units8/1/20131,5001,500 800 
3,448 2,748 
ATS Workholding, LLC(10)Manufacturer of Machine Cutting Tools and Accessories
Secured Debt (14)11/16/20175.00%8/16/20231,859 1,859 800 
Secured Debt (14)11/16/20175.00%8/16/20233,015 2,857 1,298 
Preferred Member Units11/16/20173,725,8623,726 — 
8,442 2,098 
Barfly Ventures, LLC(10)Casual Restaurant Group
Secured Debt10/15/20207.00%10/31/2024711 711 711 
Member Units10/26/2020371,584 3,320 
2,295 4,031 
Batjer TopCo, LLCHVAC Mechanical Contractor
Secured Debt (25)3/7/20223/31/2027— (8)(8)
Secured Debt3/7/202211.00%3/31/202711,025 10,927 10,927 
Preferred Stock3/7/20224,0734,095 4,095 
15,014 15,014 
Bolder Panther Group, LLCConsumer Goods and Fuel Retailer
Secured Debt (9) (25)12/31/2020L +8.00%12/31/2025— — — 
Secured Debt (9)12/31/202012.63%L +10.00%12/31/202599,194 98,615 99,194 
Class B Preferred Member Units (8)12/31/2020140,0008.00%14,000 27,010 
112,615 126,204 
Brewer Crane Holdings, LLCProvider of Crane Rental and Operating Services
Secured Debt (9)1/9/201812.56%L +10.00%1/9/20236,088 6,084 6,084 
Preferred Member Units (8)1/9/20182,9504,280 5,670 
10,364 11,754 
Bridge Capital Solutions CorporationFinancial Services and Cash Flow Solutions Provider
Secured Debt7/25/201613.00%12/11/20248,813 8,813 8,813 

5

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Secured Debt (30)7/25/201613.00%12/11/20241,000 1,000 1,000 
Preferred Member Units (8) (30)7/25/201617,7421,000 1,000 
Warrants (27)7/25/2016827/25/20262,132 4,260 
12,945 15,073 
Café Brazil, LLCCasual Restaurant Group
Member Units (8)6/9/20061,2331,742 2,370 
California Splendor Holdings LLCProcessor of Frozen Fruits
Secured Debt (9)3/30/201812.38%L +10.00%7/29/202628,000 27,948 28,000 
Preferred Member Units (8)3/30/20186,15710,775 21,025 
Preferred Member Units (8)7/31/20193,67115.00%15.00%3,853 3,853 
42,576 52,878 
CBT Nuggets, LLCProduces and Sells IT Training Certification Videos
Member Units (8)6/1/20064161,300 48,250 
Centre Technologies Holdings, LLCProvider of IT Hardware Services and Software Solutions
Secured Debt (9) (25)1/4/2019L +9.00%1/4/2026— — — 
Secured Debt (9)1/4/201911.63%L +9.00%1/4/202615,030 14,947 14,947 
Preferred Member Units1/4/201913,3096,122 8,160 
21,069 23,107 
Chamberlin Holding LLCRoofing and Waterproofing Specialty Contractor
Secured Debt (9) (25)2/26/2018L +6.00%2/26/2023— — — 
Secured Debt(9)2/26/201810.63%L +8.00%2/26/202317,466 17,438 17,466 
Member Units(8)2/26/20184,34711,440 22,330 
Member Units (8) (30)11/2/20181,047,1461,773 1,991 
30,651 41,787 
Charps, LLCPipeline Maintenance and Construction
Unsecured Debt8/26/202010.00%1/31/20265,694 4,635 5,694 
Preferred Member Units(8)2/3/20171,8291,963 13,210 
6,598 18,904 
Clad-Rex Steel, LLCSpecialty Manufacturer of Vinyl-Clad Metal
Secured Debt(9)12/20/201612.13%L +9.50%1/15/202410,480 10,430 10,430 
Secured Debt12/20/201610.00%12/20/20361,057 1,047 1,047 
Member Units(8)12/20/20167177,280 9,490 
Member Units(30)12/20/2016800210 610 
18,967 21,577 
CMS Minerals InvestmentsOil & Gas Exploration & Production
6

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

Preferred Member Units

(8) (30)

17,742

​

​

​

​

​

1,000

​

1,000

​

​

​

​

​

​

​

​

​

​

​

​

12,945

​

14,873

Café Brazil, LLC

​

April 20, 2004

Casual Restaurant Group

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(8)

1,233

​

​

​

​

​

1,742

​

2,570

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

California Splendor Holdings LLC

​

March 30, 2018

Processor of Frozen Fruits

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

11.00% (L+10.00%, Floor 1.00%)

3/30/2023

​

28,000

​

27,899

​

27,899

​

​

​

​

Preferred Member Units

(8) (19)

6,725

15.00% PIK

​

​

​

​

9,194

​

9,194

​

​

​

​

Preferred Member Units

(8)

6,157

​

​

​

​

​

10,775

​

10,805

​

​

​

​

​

​

​

​

​

​

​

​

47,868

​

47,898

CBT Nuggets, LLC

​

June 1, 2006

Produces and Sells IT Training Certification Videos

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(8)

416

​

​

​

​

​

1,300

​

52,620

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Centre Technologies Holdings, LLC

​

January 4, 2019

Provider of IT Hardware Services and Software Solutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

12.00% (L+10.00%, Floor 2.00%)

1/4/2024

​

9,569

​

9,518

​

9,518

​

​

​

​

Preferred Member Units

​

12,696

​

​

​

​

​

5,840

​

5,840

​

​

​

​

​

​

​

​

​

​

​

​

15,358

​

15,358

Chamberlin Holding LLC

​

February 26, 2018

Roofing and Waterproofing Specialty Contractor

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.00% (L+8.00%, Floor 1.00%)

2/26/2023

​

17,817

​

17,722

​

17,817

​

​

​

​

Member Units

(8)

4,347

​

​

​

​

​

11,440

​

24,140

​

​

​

​

Member Units

(8) (30)

1,047,146

​

​

​

​

​

1,322

​

1,430

​

​

​

​

​

​

​

​

​

​

​

​

30,484

​

43,387

Charps, LLC

​

February 3, 2017

Pipeline Maintenance and Construction

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unsecured Debt

​

​

10.00%

1/31/2024

​

5,694

​

4,582

​

5,034

​

​

​

​

Preferred Member Units

(8)

1,600

​

​

​

​

​

400

​

14,240

​

​

​

​

​

​

​

​

​

​

​

​

4,982

​

19,274

Clad-Rex Steel, LLC

​

December 20, 2016

Specialty Manufacturer of Vinyl-Clad Metal

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

10.50% (L+9.50%, Floor 1.00%)

1/15/2024

​

10,480

​

10,393

​

10,393

​

​

​

​

Member Units

(8)

717

​

​

​

​

​

7,280

​

10,250

​

​

​

​

Secured Debt

​

​

10.00%

12/20/2036

​

1,089

​

1,078

​

1,078

​

​

​

​

Member Units

(30)

800

​

​

​

​

​

210

​

530

​

​

​

​

​

​

​

​

​

​

​

​

18,961

​

22,251

CMS Minerals Investments

​

January 30, 2015

Oil & Gas Exploration & Production

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(8) (30)

100

​

​

​

​

​

1,985

​

1,883

6

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Member Units (8) (30)4/1/20161001,423 1,890 
Cody Pools, Inc.Designer of Residential and Commercial Pools
Secured Debt (9) (25)3/6/2020L +10.50%12/17/2026— (11)(11)
Secured Debt(9)3/6/202013.63%L +10.50%12/17/202641,225 40,924 41,225 
Preferred Member Units (8) (30)3/6/20205878,317 57,210 
49,230 98,424 
Colonial Electric Company LLCProvider of Electrical Contracting Services
Secured Debt(25)3/31/20213/31/2026— — — 
Secured Debt3/31/202112.00%3/31/202623,625 23,451 23,451 
Preferred Member Units(8)3/31/202117,2807,680 9,210 
31,131 32,661 
CompareNetworks Topco, LLCInternet Publishing and Web Search Portals
Secured Debt(9)1/29/201911.63%L +9.00%1/29/20245,350 5,339 5,350 
Preferred Member Units(8)1/29/20191,9751,975 18,570 
7,314 23,920 
Copper Trail Fund Investments(12) (13)Investment Partnership
LP Interests (CTMH, LP)(31)7/17/201738.75%710 710 
Datacom, LLCTechnology and Telecommunications Provider
Secured Debt3/1/20227.50%12/31/2025223 223 223 
Secured Debt3/31/20217.50%12/31/20258,690 8,217 7,749 
Preferred Member Units(8)3/31/20219,0002,610 2,670 
11,050 10,642 
Digital Products Holdings LLCDesigner and Distributor of Consumer Electronics
Secured Debt(9)4/1/201812.63%L +10.00%4/1/202315,863 15,844 15,844 
Preferred Member Units(8)4/1/20183,8579,501 9,835 
25,345 25,679 
Direct Marketing Solutions, Inc.Provider of Omni-Channel Direct Marketing Services
Secured Debt(9)2/13/201813.63%L +11.00%2/13/20243,400 3,386 3,400 
Secured Debt(9)2/13/201813.63%L +11.00%2/13/202423,050 22,966 23,050 
Preferred Stock(8)2/13/20188,4008,400 22,220 
34,752 48,670 
Flame King Holdings, LLCPropane Tank and Accessories Distributor
Secured Debt(9)10/29/20219.25%L +6.50%10/31/20267,600 7,536 7,600 
7

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cody Pools, Inc.

​

March 6, 2020

Designer of Residential and Commercial Pools

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

12.25% (L+10.50%, Floor 1.75%)

3/6/2025

​

18,047

​

17,916

​

18,047

​

​

​

​

Preferred Member Units

(8)

587

​

​

​

​

​

8,317

​

30,390

​

​

​

​

​

​

​

​

​

​

​

​

26,233

​

48,437

Colonial Electric Company LLC

​

March 31, 2021

Provider of Electrical Contracting Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

3/31/2026

​

24,885

​

24,654

​

24,654

​

​

​

​

Preferred Member Units

​

17,280

​

​

​

​

​

7,680

​

8,460

​

​

​

​

​

​

​

​

​

​

​

​

32,334

​

33,114

CompareNetworks Topco, LLC

​

January 29, 2019

Internet Publishing and Web Search Portals

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

10.00% (L+9.00%, Floor 1.00%)

1/29/2024

​

6,477

​

6,450

​

6,477

​

​

​

​

Preferred Member Units

(8)

1,975

​

​

​

​

​

1,975

​

12,000

​

​

​

​

​

​

​

​

​

​

​

​

8,425

​

18,477

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (CTMH, LP)

(31)

38.8%

​

​

​

​

​

710

​

710

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Datacom, LLC

​

May 30, 2014

Technology and Telecommunications Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

5.00%

12/31/2025

​

8,919

​

8,207

​

8,207

​

​

​

​

Preferred Member Units

​

9,000

​

​

​

​

​

2,610

​

2,610

​

​

​

​

​

​

​

​

​

​

​

​

10,817

​

10,817

Digital Products Holdings LLC

​

April 1, 2018

Designer and Distributor of Consumer Electronics

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

11.00% (L+10.00%, Floor 1.00%)

4/1/2023

​

17,183

​

17,120

​

17,120

​

​

​

​

Preferred Member Units

(8)

3,857

​

​

​

​

​

9,501

​

9,835

​

​

​

​

​

​

​

​

​

​

​

​

26,621

​

26,955

Direct Marketing Solutions, Inc.

​

February 13, 2018

Provider of Omni-Channel Direct Marketing Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

12.00% (L+11.00%, Floor 1.00%)

2/13/2023

​

14,855

​

14,799

​

14,799

​

​

​

​

Preferred Stock

(8)

8,400

​

​

​

​

​

8,400

​

17,150

​

​

​

​

​

​

​

​

​

​

​

​

23,199

​

31,949

Gamber-Johnson Holdings, LLC

​

June 24, 2016

Manufacturer of Ruggedized Computer Mounting Systems

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (17)

​

9.00% (L+7.00%, Floor 2.00%)

6/24/2021

​

20,638

​

20,638

​

20,638

​

​

​

​

Member Units

(8)

9,042

​

​

​

​

​

17,692

​

55,370

​

​

​

​

​

​

​

​

​

​

​

​

38,330

​

76,008

Garreco, LLC

​

July 15, 2013

Manufacturer and Supplier of Dental Products

​

​

​

​

​

​

​

​

​

​

​

7

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Secured Debt(9)10/29/202113.75%L +11.00%10/31/202621,200 21,027 21,200 
Preferred Equity(8)10/29/20219,36010,400 13,840 
38,963 42,640 
Gamber-Johnson Holdings, LLCManufacturer of Ruggedized Computer Mounting Systems
Secured Debt (9) (25)6/24/2016L +8.00%1/1/2025— — — 
Secured Debt(9)6/24/201610.63%L +8.00%1/1/202524,078 24,019 24,078 
Member Units(8)6/24/20169,04217,692 46,470 
41,711 70,548 
Garreco, LLCManufacturer and Supplier of Dental Products
Secured Debt (9) (37)7/15/20139.50%L +8.00%7/31/20233,826 3,826 3,826 
Member Units(8)7/15/20131,2001,200 1,990 
5,026 5,816 
GRT Rubber Technologies LLCManufacturer of Engineered Rubber Products
Secured Debt12/19/201410.56%L +8.00%10/29/202640,493 40,301 40,493 
Member Units(8)12/19/20145,87913,065 46,190 
53,366 86,683 
Gulf Manufacturing, LLCManufacturer of Specialty Fabricated Industrial Piping Products
Member Units(8)8/31/20074382,980 5,810 
Gulf Publishing Holdings, LLCEnergy Industry Focused Media and Publishing
Secured Debt (9) (25)9/29/2017L +9.50%7/1/2027— — — 
Secured Debt7/1/202212.50%6/30/20272,400 2,400 2,284 
Member Units4/29/20163,6813,681 — 
Member Units7/1/202263,7205,600 3,920 
11,681 6,204 
Harris Preston Fund Investments(12) (13)Investment Partnership
LP Interests (2717 MH, L.P.)(31)10/1/201749.26%3,895 7,142 
LP Interests (2717 HPP-MS, L.P.)(31)3/11/202249.26%244 244 
4,139 7,386 
Harrison Hydra-Gen, Ltd.Manufacturer of Hydraulic Generators
Common Stock6/4/2010107,456718 3,280 
Jensen Jewelers of Idaho, LLCRetail Jewelry Store
Secured Debt(9)11/14/200612.25%P +6.75%11/14/20232,450 2,442 2,450 
8

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

Secured Debt

(9)

​

9.00% (L+8.00%, Floor 1.00%, Ceiling 1.50%)

7/31/2022

​

4,519

​

4,519

​

4,519

​

​

​

​

Member Units

​

1,200

​

​

​

​

​

1,200

​

2,210

​

​

​

​

​

​

​

​

​

​

​

​

5,719

​

6,729

GRT Rubber Technologies LLC

​

December 19, 2014

Manufacturer of Engineered Rubber Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

7.10% (L+7.00%)

12/31/2023

​

16,775

​

16,775

​

16,775

​

​

​

​

Member Units

(8)

5,879

​

​

​

​

​

13,065

​

44,900

​

​

​

​

​

​

​

​

​

​

​

​

29,840

​

61,675

Gulf Manufacturing, LLC

​

August 31, 2007

Manufacturer of Specialty Fabricated Industrial Piping Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(8)

438

​

​

​

​

​

2,980

​

5,640

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gulf Publishing Holdings, LLC

​

April 29, 2016

Energy Industry Focused Media and Publishing

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (17) (19)

​

10.50% (5.25% Cash, 5.25% PIK) (L+9.50%, Floor 1.00%)

9/30/2020

​

257

​

257

​

257

​

​

​

​

Secured Debt

(17) (19)

​

12.50% (6.25% Cash, 6.25% PIK)

4/29/2021

​

13,565

​

13,565

​

10,462

​

​

​

​

Member Units

​

3,681

​

​

​

​

​

3,681

​

-

​

​

​

​

​

​

​

​

​

​

​

​

17,503

​

10,719

Harris Preston Fund Investments

(12) (13)

October 1, 2017

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (2717 MH, L.P.)

(31)

49.3%

​

​

​

​

​

2,703

​

3,391

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Harrison Hydra-Gen, Ltd.

​

June 4, 2010

Manufacturer of Hydraulic Generators

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common Stock

​

107,456

​

​

​

​

​

718

​

3,530

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

J&J Services, Inc.

​

October 31, 2019

Provider of Dumpster and Portable Toilet Rental Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

11.50%

10/31/2024

​

10,800

​

10,727

​

10,800

​

​

​

​

Preferred Stock

​

2,814

​

​

​

​

​

7,085

​

15,400

​

​

​

​

​

​

​

​

​

​

​

​

17,812

​

26,200

Jensen Jewelers of Idaho, LLC

​

November 14, 2006

Retail Jewelry Store

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

10.00% (Prime+6.75%, Floor 2.00%)

11/14/2023

​

2,750

​

2,734

​

2,750

​

​

​

​

Member Units

(8)

627

​

​

​

​

​

811

​

11,260

​

​

​

​

​

​

​

​

​

​

​

​

3,545

​

14,010

KBK Industries, LLC

​

January 23, 2006

Manufacturer of Specialty Oilfield and Industrial Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(8)

325

​

​

​

​

​

783

​

13,620

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Kickhaefer Manufacturing Company, LLC

​

October 31, 2018

Precision Metal Parts Manufacturing

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

11.50%

10/31/2023

​

20,415

​

20,313

​

20,313

​

​

​

​

Member Units

​

581

​

​

​

​

​

12,240

​

12,240

8

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Member Units(8)11/14/2006627811 14,970 
3,253 17,420 
Johnson Downie Opco, LLCExecutive Search Services
Secured Debt (9) (25)12/10/2021L +11.50%12/10/2026— (15)(15)
Secured Debt(9)12/10/202114.13%L +11.50%12/10/20269,999 9,915 9,999 
Preferred Equity(8)12/10/20213,1503,150 5,880 
13,050 15,864 
JorVet Holdings, LLCSupplier and Distributor of Veterinary Equipment and Supplies
Secured Debt3/28/202212.00%3/28/202725,650 25,419 25,419 
Common Stock(8)3/28/2022107,40610,741 10,741 
36,160 36,160 
KBK Industries, LLCManufacturer of Specialty Oilfield and Industrial Products
Member Units(8)1/23/2006325783 14,390 
Kickhaefer Manufacturing Company, LLCPrecision Metal Parts Manufacturing
Secured Debt10/31/201811.50%10/31/202320,415 20,361 20,361 
Secured Debt10/31/20189.00%10/31/20483,888 3,851 3,851 
Member Units10/31/201858112,240 9,250 
Member Units (8) (30)10/31/2018800992 2,460 
37,444 35,922 
Market Force Information, LLCProvider of Customer Experience Management Services
Secured Debt(9)7/28/201713.38%L +11.00%7/28/20235,000 5,000 5,000 
Secured Debt(14)7/28/201712.00%12.00%7/28/202326,079 25,952 2,871 
Member Units7/28/2017743,92116,642 — 
47,594 7,871 
MH Corbin Holding LLCManufacturer and Distributor of Traffic Safety Products
Secured Debt8/31/201513.00%12/31/20226,236 6,236 2,709 
Preferred Member Units3/15/201966,0004,400 — 
Preferred Member Units9/1/20154,0006,000 — 
16,636 2,709 
MS Private Loan Fund I, LP(12) (13)Investment Partnership
Secured Debt(25)1/26/202112/31/2024— — — 
LP Interests (8) (31)1/26/202114.51%14,250 14,351 
14,250 14,351 
MSC Adviser I, LLC(16)Third Party Investment Advisory Services
Member Units(8)11/22/2013129,500 112,490 
9

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

Secured Debt

​

​

9.00%

10/31/2048

​

3,924

​

3,885

​

3,885

​

​

​

​

Member Units

(8) (30)

800

​

​

​

​

​

992

​

1,210

​

​

​

​

​

​

​

​

​

​

​

​

37,430

​

37,648

Market Force Information, LLC

​

July 28, 2017

Provider of Customer Experience Management Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

12.00% (L+11.00%, Floor 1.00%)

7/28/2023

​

3,400

​

3,400

​

3,400

​

​

​

​

Secured Debt

(14) (19)

​

12.00% PIK

7/28/2023

​

26,079

​

25,952

​

11,159

​

​

​

​

Member Units

​

743,921

​

​

​

​

​

16,642

​

-

​

​

​

​

​

​

​

​

​

​

​

​

45,994

​

14,559

MH Corbin Holding LLC

​

August 31, 2015

Manufacturer and Distributor of Traffic Safety Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

13.00%

3/31/2022

​

8,330

​

8,312

​

6,006

​

​

​

​

Preferred Member Units

​

66,000

​

​

​

​

​

4,400

​

-

​

​

​

​

Preferred Member Units

​

4,000

​

​

​

​

​

6,000

​

-

​

​

​

​

​

​

​

​

​

​

​

​

18,712

​

6,006

MS Private Loan Fund I, LP

(12) (13)

January 26, 2021

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unsecured Debt

​

​

5.00%

6/30/2022

​

30,291

​

30,291

​

30,291

​

​

​

​

LP Interests

(31)

13.9%

​

​

​

​

​

1,000

​

1,000

​

​

​

​

​

​

​

​

​

​

​

​

31,291

​

31,291

MSC Adviser I, LLC

(16)

November 22, 2013

Third Party Investment Advisory Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(8)

​

​

​

​

​

​

29,500

​

128,080

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

MSC Income Fund Inc.

(12) (13)

January 28, 2021

Business Development Company

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unsecured Debt

​

​

5.00%

1/28/2026

​

60,000

​

59,648

​

60,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Mystic Logistics Holdings, LLC

​

August 18, 2014

Logistics and Distribution Services Provider for Large Volume Mailers

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

1/17/2022

​

6,709

​

6,706

​

6,706

​

​

​

​

Common Stock

(8)

5,873

​

​

​

​

​

2,720

​

7,170

​

​

​

​

​

​

​

​

​

​

​

​

9,426

​

13,876

NAPCO Precast, LLC

​

January 31, 2008

Precast Concrete Manufacturing

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(8)

2,955

​

​

​

​

​

2,975

​

13,560

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nebraska Vet AcquireCo, LLC

​

December 31, 2020

Mixed-Animal Veterinary and Animal Health Product Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

12/31/2025

​

10,500

​

10,408

​

10,408

​

​

​

​

Preferred Member Units

​

6,500

​

​

​

​

​

6,500

​

6,500

​

​

​

​

​

​

​

​

​

​

​

​

16,908

​

16,908

NexRev LLC

​

February 28, 2018

Provider of Energy Efficiency Products & Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

11.00%

2/28/2023

​

16,443

​

16,390

​

14,750

9

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
MSC Income Fund, Inc.(12) (13)Business Development Company
Common Equity(8)5/2/202294,697750 761 
Mystic Logistics Holdings, LLCLogistics and Distribution Services Provider for Large Volume Mailers
Secured Debt(25)8/18/20141/31/2024— — — 
Secured Debt8/18/201410.00%1/31/20245,746 5,746 5,746 
Common Stock(8)8/18/20145,8732,720 20,700 
8,466 26,446 
NAPCO Precast, LLCPrecast Concrete Manufacturing
Member Units1/31/20082,9552,975 11,180 
Nebraska Vet AcquireCo, LLCMixed-Animal Veterinary and Animal Health Product Provider
Secured Debt12/31/202012.00%12/31/202518,281 18,160 18,281 
Secured Debt12/31/202012.00%12/31/202510,500 10,429 10,500 
Preferred Member Units12/31/20206,9876,987 7,700 
35,576 36,481 
NexRev LLCProvider of Energy Efficiency Products & Services
Secured Debt2/28/201811.00%2/28/2025160 160 160 
Secured Debt2/28/201811.00%2/28/202512,265 12,110 9,053 
Preferred Member Units(8)2/28/2018103,144,1868,213 1,110 
20,483 10,323 
NRP Jones, LLCManufacturer of Hoses, Fittings and Assemblies
Secured Debt12/21/201712.00%3/20/20232,080 2,080 2,080 
Member Units(8)12/22/201165,9623,717 4,790 
5,797 6,870 
NuStep, LLCDesigner, Manufacturer and Distributor of Fitness Equipment
Secured Debt(9)1/31/20179.13%L +6.50%1/31/20254,400 4,399 4,399 
Secured Debt1/31/201712.00%1/31/202518,440 18,411 18,411 
Preferred Member Units1/31/201740610,200 10,200 
33,010 33,010 
OMi Topco, LLCManufacturer of Overhead Cranes
Secured Debt8/31/202112.00%8/31/202616,250 16,122 16,250 
Preferred Member Units(8)4/1/20089001,080 20,680 
17,202 36,930 
Orttech Holdings, LLCDistributor of Industrial Clutches, Brakes and Other Components
Secured Debt (9) (25)7/30/2021L +11.00%7/31/2026— — — 
Secured Debt(9)7/30/202113.63%L +11.00%7/31/202623,600 23,417 23,417 
10

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

Preferred Member Units

(8)

86,400,000

​

​

​

​

​

6,880

​

3,280

​

​

​

​

​

​

​

​

​

​

​

​

23,270

​

18,030

NRP Jones, LLC

​

December 22, 2011

Manufacturer of Hoses, Fittings and Assemblies

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

3/20/2023

​

2,080

​

2,080

​

2,080

​

​

​

​

Member Units

(8)

65,962

​

​

​

​

​

114

​

240

​

​

​

​

​

​

​

​

​

​

​

​

3,603

​

6,200

​

​

​

​

​

​

​

​

​

​

​

​

5,797

​

8,520

NuStep, LLC

​

January 31, 2017

Designer, Manufacturer and Distributor of Fitness Equipment

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.50% (L+6.50%, Floor 1.00%)

1/31/2025

​

1,600

​

1,600

​

1,600

​

​

​

​

Secured Debt

​

​

10.50%

1/31/2025

​

17,240

​

17,223

​

17,240

​

​

​

​

Preferred Member Units

​

406

​

​

​

​

​

10,200

​

13,500

​

​

​

​

​

​

​

​

​

​

​

​

29,023

​

32,340

Orttech Holdings, LLC

​

July 30, 2021

Distributor of Industrial Clutches, Brakes and Other Components

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

12.00% (L+11.00%, Floor 1.00%)

7/31/2026

​

24,416

​

24,183

​

24,183

​

​

​

​

Preferred Stock

(30)

11,600

​

​

​

​

​

11,600

​

11,600

​

​

​

​

​

​

​

​

​

​

​

​

35,783

​

35,783

Pearl Meyer Topco LLC

​

April 27, 2020

Provider of Executive Compensation Consulting Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

4/27/2025

​

33,674

​

33,416

​

33,674

​

​

​

​

Member Units

(8)

13,800

​

​

​

​

​

13,000

​

21,480

​

​

​

​

​

​

​

​

​

​

​

​

46,416

​

55,154

Pegasus Research Group, LLC

​

January 6, 2011

Provider of Telemarketing and Data Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

​

460

​

​

​

​

​

1,290

​

7,280

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

PPL RVs, Inc.

​

June 10, 2010

Recreational Vehicle Dealer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.50% (L+7.00%, Floor 0.50%)

11/15/2022

​

12,405

​

12,369

​

12,375

​

​

​

​

Common Stock

(8)

2,000

​

​

​

​

​

2,150

​

13,690

​

​

​

​

​

​

​

​

​

​

​

​

14,519

​

26,065

Principle Environmental, LLC

​

February 1, 2011

Noise Abatement Service Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

13.00%

4/30/2023

​

6,397

​

6,352

​

6,352

​

​

​

​

Preferred Member Units

​

19,631

​

​

​

​

​

4,600

​

9,580

​

​

​

​

Common Stock

​

1,036

​

​

​

​

​

1,200

​

710

​

​

​

​

​

​

​

​

​

​

​

​

12,152

​

16,642

Quality Lease Service, LLC

​

June 8, 2015

Provider of Rigsite Accommodation Unit Rentals and Related Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

​

1,000

​

​

​

​

​

9,813

​

3,030

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

10

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Preferred Stock (8) (30)7/30/202110,00010,000 10,000 
33,417 33,417 
Pearl Meyer Topco LLCProvider of Executive Compensation Consulting Services
Secured Debt(25)4/27/20204/27/2025— — — 
Secured Debt4/27/202012.00%4/27/202528,681 28,521 28,681 
Member Units(8)4/27/202013,80013,000 41,820 
41,521 70,501 
PPL RVs, Inc.Recreational Vehicle Dealer
Secured Debt (9) (25)10/31/2019L +7.00%11/15/2027— (9)(9)
Secured Debt(9)11/15/20168.75%L +7.00%11/15/202719,655 19,416 19,655 
Common Stock(8)6/10/20102,0002,150 19,510 
Common Stock6/14/2022156,574157 157 
21,714 39,313 
Principle Environmental, LLCNoise Abatement Service Provider
Secured Debt7/1/201113.00%11/15/20265,897 5,800 5,800 
Preferred Member Units(8)2/1/201121,8065,709 12,230 
Common Stock1/27/20211,0371,200 790 
12,709 18,820 
Quality Lease Service, LLCProvider of Rigsite Accommodation Unit Rentals and Related Services
Member Units6/8/20151,0007,613 625 
River Aggregates, LLCProcessor of Construction Aggregates
Member Units(30)12/20/20131,500369 3,460 
Robbins Bros. Jewelry, Inc.Bridal Jewelry Retailer
Secured Debt (9) (25)12/15/2021L +11.00%12/15/2026— (38)(38)
Secured Debt(9)12/15/202113.63%L +11.00%12/15/202635,910 35,609 35,609 
Preferred Equity12/15/202111,07011,070 15,210 
46,641 50,781 
Tedder Industries, LLCManufacturer of Firearm Holsters and Accessories
Secured Debt8/31/201812.00%8/31/20231,840 1,840 1,840 
Secured Debt8/31/201812.00%8/31/202315,200 15,188 15,117 
Preferred Member Units8/31/20185339,068 7,137 
26,096 24,094 
Televerde, LLCProvider of Telemarketing and Data Services
Member Units1/6/20114601,290 5,204 
Preferred Stock1/26/2022248718 1,794 
2,008 6,998 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

River Aggregates, LLC

​

March 30, 2011

Processor of Construction Aggregates

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(8) (30)

1,500

​

​

​

​

​

369

​

3,400

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Tedder Industries, LLC

​

August 31, 2018

Manufacturer of Firearm Holsters and Accessories

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

8/31/2022

​

16,800

​

16,733

​

16,733

​

​

​

​

Preferred Member Units

​

479

​

​

​

​

​

8,136

​

8,136

​

​

​

​

​

​

​

​

​

​

​

​

24,869

​

24,869

Trantech Radiator Topco, LLC

​

May 31, 2019

Transformer Cooling Products and Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

5/31/2024

​

8,720

​

8,658

​

8,658

​

​

​

​

Common Stock

(8)

615

​

​

​

​

​

4,655

​

6,650

​

​

​

​

​

​

​

​

​

​

​

​

13,313

​

15,308

UnionRock Energy Fund II, LP

(12) (13)

June 15, 2020

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests

(31)

49.6%

​

​

​

​

​

4,048

​

6,455

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Vision Interests, Inc.

​

June 5, 2007

Manufacturer / Installer of Commercial Signage

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

13.00%

9/30/2022

​

2,028

​

2,028

​

2,028

​

​

​

​

Series A Preferred Stock

​

3,000,000

​

​

​

​

​

3,000

​

3,000

​

​

​

​

​

​

​

​

​

​

​

​

5,028

​

5,028

Ziegler’s NYPD, LLC

​

October 1, 2008

Casual Restaurant Group

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

10/1/2022

​

625

​

625

​

625

​

​

​

​

Secured Debt

​

​

6.50%

10/1/2022

​

1,000

​

1,000

​

1,000

​

​

​

​

Secured Debt

​

​

14.00%

10/1/2022

​

2,750

​

2,750

​

2,750

​

​

​

​

Preferred Member Units

​

10,072

​

​

​

​

​

2,834

​

2,130

​

​

​

​

Warrants

(27)

587

​

10/1/2025

​

​

​

600

​

-

​

​

​

​

​

​

​

​

​

​

​

​

7,809

​

6,505

OMi Topco, LLC

​

April 1, 2008

Manufacturer of Overhead Cranes

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

8/31/2026

​

18,000

​

17,824

​

18,000

​

​

​

​

Preferred Member Units

(8)

900

​

​

​

​

​

1,080

​

20,210

​

​

​

​

​

​

​

​

​

​

​

​

18,904

​

38,210

Subtotal Control Investments (79.3% of net assets at fair value)

​

​

​

​

​

​

​

​

​

​

$

988,222

$

1,336,218

11

​

​

11

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

​

​

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Affiliate Investments (6)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

AAC Holdings, Inc.

(11)

June 30, 2017

Substance Abuse Treatment Service Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(19)

​

18.00% (10.00% Cash, 8.00% PIK)

6/25/2025

$

9,995

$

9,799

$

9,708

​

​

​

​

Common Stock

​

593,928

​

​

​

​

​

3,148

​

2,110

​

​

​

​

Warrants

(27)

554,353

​

12/11/2025

​

​

​

-

​

1,970

​

​

​

​

​

​

​

​

​

​

​

​

12,947

​

13,788

AFG Capital Group, LLC

​

November 7, 2014

Provider of Rent-to-Own Financing Solutions and Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

10.00%

5/25/2022

​

231

​

231

​

231

​

​

​

​

Preferred Member Units

(8)

186

​

​

​

​

​

1,200

​

7,380

​

​

​

​

​

​

​

​

​

​

​

​

1,431

​

7,611

ATX Networks Corp.

(11)

June 30, 2015

Provider of Radio Frequency Management Equipment

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.50% (L+7.50%, Floor 1.00%)

9/1/2026

​

7,667

​

7,092

​

7,092

​

​

​

​

Unsecured Debt

(19)

​

10.00% PIK

9/1/2028

​

3,067

​

1,963

​

1,963

​

​

​

​

Common Stock

​

583

​

​

​

​

​

-

​

-

​

​

​

​

​

​

​

​

​

​

​

​

9,055

​

9,055

BBB Tank Services, LLC

​

April 8, 2016

Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unsecured Debt

(9) (17)

​

12.00% (L+11.00%, Floor 1.00%)

4/8/2021

​

4,800

​

4,800

​

3,748

​

​

​

​

Preferred Stock (non-voting)

(8) (14) (19)

​

15.00% PIK

​

​

​

​

162

​

-

​

​

​

​

Member Units

​

800,000

​

​

​

​

​

800

​

-

​

​

​

​

​

​

​

​

​

​

​

​

5,762

​

3,748

Boccella Precast Products LLC

​

June 30, 2017

Manufacturer of Precast Hollow Core Concrete

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

10.00%

2/28/2027

​

320

​

320

​

320

​

​

​

​

Member Units

(8)

2,160,000

​

​

​

​

​

2,256

​

4,830

​

​

​

​

​

​

​

​

​

​

​

​

2,576

​

5,150

Brightwood Capital Fund Investments

(12) (13)

July 21, 2014

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (Brightwood Capital Fund V, LP)

(31)

15.8%

​

​

​

​

​

1,000

​

1,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Buca C, LLC

​

June 30, 2015

Casual Restaurant Group

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (17)

​

10.25% (L+9.25%, Floor 1.00%)

6/30/2020

​

19,491

​

19,491

​

14,370

​

​

​

​

Preferred Member Units

(14) (19)

6

6.00% PIK

​

​

​

​

4,770

​

-

​

​

​

​

​

​

​

​

​

​

​

​

24,261

​

14,370

CAI Software LLC

​

October 10, 2014

Provider of Specialized

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Trantech Radiator Topco, LLCTransformer Cooling Products and Services
Secured Debt(25)5/31/20195/31/2024— (5)(5)
Secured Debt5/31/201912.00%5/31/20248,320 8,288 8,320 
Common Stock(8)5/31/20196154,655 7,420 
12,938 15,735 
Vision Interests, Inc.Manufacturer / Installer of Commercial Signage
Series A Preferred Stock(8)12/23/20113,000,0003,000 3,000 
VVS Holdco LLCOmnichannel Retailer of Animal Health Products
Secured Debt (9) (30)12/1/20218.63%L +6.00%12/1/2023800 773 773 
Secured Debt(30)12/1/202111.50%12/1/202630,400 30,144 30,146 
Preferred Equity (8) (30)12/1/202111,84011,840 12,078 
42,757 42,997 
Ziegler’s NYPD, LLCCasual Restaurant Group
Secured Debt6/1/201512.00%10/1/2024450 450 450 
Secured Debt10/1/20086.50%10/1/20241,000 1,000 1,000 
Secured Debt10/1/200814.00%10/1/20242,750 2,750 2,676 
Preferred Member Units6/30/201510,0722,834 1,190 
Warrants(27)7/1/201558710/1/2025600 — 
7,634 5,316 
Subtotal Control Investments (80.8% of net assets at fair value)$1,199,446 $1,599,429 
Affiliate Investments
AAC Holdings, Inc.(11)Substance Abuse Treatment Service Provider
Secured Debt 12/11/202018.00%18.00%6/25/2025$11,200 $11,051 $10,976 
Common Stock12/11/2020593,9283,148 75 
Warrants(27)12/11/2020554,35312/11/2025— 75 
14,199 11,126 
AFG Capital Group, LLCProvider of Rent-to-Own Financing Solutions and Services
Preferred Member Units(8)11/7/20141861,200 8,780 
ATX Networks Corp.(11)Provider of Radio Frequency Management Equipment
Secured Debt(9)9/1/202111.14%L +7.50%9/1/20266,879 6,304 6,707 
Unsecured Debt 9/1/202110.00%10.00%9/1/20283,309 2,205 2,465 
Common Stock9/1/2021583— — 
8,509 9,172 

12

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
BBB Tank Services, LLCMaintenance, Repair and Construction Services to the Above-Ground Storage Tank Market
Unsecured Debt (9) (17)4/8/201613.56%L +11.00%4/8/2021800 800 800 
Unsecured Debt (9) (17)4/8/201613.56%L +11.00%4/8/20214,000 4,000 1,498 
Member Units4/8/2016800,000800 — 
Preferred Stock (non-voting) 12/17/201815.00%15.00%162 — 
5,762 2,298 
Boccella Precast Products LLCManufacturer of Precast Hollow Core Concrete
Secured Debt9/23/202110.00%2/28/2027320 320 320 
Member Units(8)6/30/20172,160,0002,256 3,320 
2,576 3,640 
Buca C, LLCCasual Restaurant Group
Secured Debt6/30/20159.00%6/30/202317,525 17,525 14,006 
Preferred Member Units 6/30/201566.00%6.00%4,770 — 
22,295 14,006 
Career Team Holdings, LLCProvider of Workforce Training and Career Development Services
Secured Debt (9) (25)12/17/2021L +6.00%12/17/2026— — — 
Secured Debt12/17/202112.50%12/17/202620,250 20,080 20,080 
Common Stock12/17/2021450,0004,500 4,500 
24,580 24,580 
Chandler Signs Holdings, LLC(10)Sign Manufacturer
Class A Units1/4/20161,500,0001,500 970 
Classic H&G Holdings, LLCProvider of Engineered Packaging Solutions
Secured Debt(9)3/12/20208.38%L +6.00%3/12/20257,760 7,760 7,760 
Secured Debt3/12/20208.00%3/12/202519,274 19,171 19,274 
Preferred Member Units(8)3/12/20201545,760 23,790 
32,691 50,824 
Congruent Credit Opportunities Funds(12) (13)Investment Partnership
LP Interests (Congruent Credit Opportunities Fund
  III, LP)		 (8) (31)2/4/201517.40%8,214 7,854 
DMA Industries, LLCDistributor of aftermarket ride control products
Secured Debt11/19/202112.00%11/19/202621,200 21,025 21,200 
Preferred Equity11/19/20215,9445,944 7,260 
26,969 28,460 
13

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Enterprise Resource Planning Software

​

​

​

​

Secured Debt

​

​

12.50%

12/7/2023

​

66,601

​

66,261

​

66,601

​

​

​

​

Member Units

(8)

77,960

​

​

​

​

​

174

​

12,590

​

​

​

​

​

​

​

​

​

​

​

​

66,435

​

79,191

Chandler Signs Holdings, LLC

(10)

January 4, 2016

Sign Manufacturer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class A Units

​

1,500,000

​

​

​

​

​

1,500

​

650

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Classic H&G Holdings, LLC

​

March 12, 2020

Provider of Engineered Packaging Solutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

3/12/2025

​

1,400

​

1,400

​

1,400

​

​

​

​

Secured Debt

​

​

8.00%

3/12/2025

​

19,274

​

19,130

​

19,274

​

​

​

​

Preferred Member Units

(8)

154

​

​

​

​

​

5,760

​

13,620

​

​

​

​

​

​

​

​

​

​

​

​

26,290

​

34,294

Congruent Credit Opportunities Funds

(12) (13)

January 24, 2012

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (Congruent Credit Opportunities Fund
III, LP)

(8) (31)

17.4%

​

​

​

​

​

10,700

​

10,403

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Dos Rios Partners

(12) (13)

April 25, 2013

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (Dos Rios Partners, LP)

(31)

20.2%

​

​

​

​

​

6,605

​

9,984

​

​

​

​

LP Interests (Dos Rios Partners - A, LP)

(31)

6.4%

​

​

​

​

​

2,097

​

3,170

​

​

​

​

​

​

​

​

​

​

​

​

8,702

​

13,154

Dos Rios Stone Products LLC

(10)

June 27, 2016

Limestone and Sandstone Dimension Cut Stone Mining Quarries

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class A Preferred Units

(30)

2,000,000

​

​

​

​

​

2,000

​

909

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

EIG Fund Investments

(12) (13)

November 6, 2015

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (EIG Global Private Debt Fund-A, L.P.)

(8) (31)

11.1%

​

​

​

​

​

595

​

474

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Freeport Financial Funds

(12) (13)

June 13, 2013

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (Freeport Financial SBIC Fund LP)

(31)

9.3%

​

​

​

​

​

5,974

​

6,133

​

​

​

​

LP Interests (Freeport First Lien Loan Fund III LP)

(8) (31)

6.0%

​

​

​

​

​

7,629

​

7,231

​

​

​

​

​

​

​

​

​

​

​

​

13,603

​

13,364

GFG Group, LLC.

​

March 31, 2021

Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

3/31/2026

​

12,545

​

12,431

​

12,431

13

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Dos Rios Partners(12) (13)Investment Partnership
LP Interests (Dos Rios Partners, LP)(31)4/25/201320.24%6,605 9,182 
LP Interests (Dos Rios Partners - A, LP)(31)4/25/20136.43%2,097 2,916 
8,702 12,098 
Dos Rios Stone Products LLC(10)Limestone and Sandstone Dimension Cut Stone Mining Quarries
Class A Preferred Units(30)6/27/20162,000,0002,000 350 
EIG Fund Investments(12) (13)Investment Partnership
LP Interests (EIG Global Private Debt Fund-A, L.P.) (8) (31)11/6/20155,000,0001,518 1,470 
Freeport Financial Funds(12) (13)Investment Partnership
LP Interests (Freeport Financial SBIC Fund LP) (8) (31)3/23/20159.30%4,064 4,116 
LP Interests (Freeport First Lien Loan Fund III LP) (8) (31)7/31/20155.95%6,630 6,175 
10,694 10,291 
GFG Group, LLC.Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers
Secured Debt3/31/20219.00%3/31/202611,745 11,661 11,745 
Preferred Member Units(8)3/31/20212264,900 7,140 
16,561 18,885 
Harris Preston Fund Investments(12) (13)Investment Partnership
LP Interests (HPEP 3, L.P.) (8) (31)8/9/20178.22%2,558 4,331 
LP Interests (HPEP 4, L.P.)(31)7/12/20229.60%1,896 1,896 
LP Interests (423 COR, LP)(31)6/2/202222.93%1,400 1,400 
5,854 7,627 
Hawk Ridge Systems, LLCValue-Added Reseller of Engineering Design and Manufacturing Solutions
Secured Debt(9)12/2/20168.38%L +6.00%1/15/20263,185 3,182 3,182 
Secured Debt12/2/20168.00%1/15/202637,800 37,675 37,800 
Preferred Member Units(8)12/2/20162262,850 19,080 
Preferred Member Units(30)12/2/2016226150 1,000 
43,857 61,062 
Houston Plating and Coatings, LLCProvider of Plating and Industrial Coating Services
Unsecured Convertible Debt5/1/20178.00%10/2/20243,000 3,000 2,750 
Member Units(8)1/8/2003322,2972,352 2,220 
14

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

Preferred Member Units

(8)

226

​

​

​

​

​

4,900

​

6,990

​

​

​

​

​

​

​

​

​

​

​

​

17,331

​

19,421

Harris Preston Fund Investments

(12) (13)

August 9, 2017

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (HPEP 3, L.P.)

(31)

8.2%

​

​

​

​

​

3,193

​

4,183

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Hawk Ridge Systems, LLC

(13)

December 2, 2016

Value-Added Reseller of Engineering Design and Manufacturing Solutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

12/2/2023

​

2,585

​

2,585

​

2,585

​

​

​

​

Secured Debt

​

​

9.00%

12/2/2023

​

18,400

​

18,391

​

18,400

​

​

​

​

Preferred Member Units

(8)

226

​

​

​

​

​

2,850

​

13,160

​

​

​

​

Preferred Member Units

(30)

226

​

​

​

​

​

150

​

690

​

​

​

​

​

​

​

​

​

​

​

​

23,976

​

34,835

Houston Plating and Coatings, LLC

​

January 8, 2003

Provider of Plating and Industrial Coating Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unsecured Convertible Debt

​

​

8.00%

5/1/2022

​

3,000

​

3,000

​

2,900

​

​

​

​

Member Units

(8)

322,297

​

​

​

​

​

2,352

​

3,460

​

​

​

​

​

​

​

​

​

​

​

​

5,352

​

6,360

I-45 SLF LLC

(12) (13)

October 20, 2015

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units (Fully diluted 20.0%; 24.40% profits
interest) (8)

(8) (31)

20.0%

​

​

​

​

​

19,000

​

15,002

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Iron-Main Investments, LLC

​

August 3, 2021

Consumer Reporting Agency Providing Employment Background Checks and Drug Testing

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

13.00%

8/1/2026

​

4,600

​

4,555

​

4,555

​

​

​

​

Secured Debt

​

​

12.50%

9/1/2026

​

3,200

​

3,168

​

3,168

​

​

​

​

Common Stock

​

102,738

​

​

​

​

​

1,027

​

1,027

​

​

​

​

​

​

​

​

​

​

​

​

8,750

​

8,750

L.F. Manufacturing Holdings, LLC

(10)

December 23, 2013

Manufacturer of Fiberglass Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Preferred Member Units (non-voting)

(8) (19)

​

14.00% PIK

​

​

​

​

103

​

103

​

​

​

​

Member Units

​

2,179,001

​

​

​

​

​

2,019

​

2,100

​

​

​

​

​

​

​

​

​

​

​

​

2,122

​

2,203

OnAsset Intelligence, Inc.

​

April 18, 2011

Provider of Transportation Monitoring / Tracking Products and Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(19)

​

12.00% PIK

12/31/2022

​

7,987

​

7,987

​

7,987

​

​

​

​

Unsecured Debt

(19)

​

10.00% PIK

12/31/2022

​

187

​

187

​

187

​

​

​

​

Preferred Stock

(14) (19)

912

7.00% PIK

​

​

​

​

1,981

​

-

14

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
5,352 4,970 
I-45 SLF LLC(12) (13)Investment Partnership
Member Units (Fully diluted 20.0%; 21.75% profits
  interest)		(8)10/20/2015—19,000 12,507 
Iron-Main Investments, LLCConsumer Reporting Agency Providing Employment Background Checks and Drug Testing
Secured Debt8/2/202112.50%11/15/20264,600 4,564 4,564 
Secured Debt9/1/202112.50%11/15/20263,200 3,174 3,174 
Secured Debt11/15/202112.50%11/15/20268,944 8,944 8,944 
Secured Debt11/15/202112.50%11/15/202620,000 19,835 19,835 
Common Stock8/3/2021179,7781,798 1,798 
38,315 38,315 
OnAsset Intelligence, Inc.Provider of Transportation Monitoring / Tracking Products and Services
Secured Debt(14)5/20/201412.00%12.00%12/31/2022964 964 690 
Secured Debt(14)3/21/201412.00%12.00%12/31/2022983 983 703 
Secured Debt(14)5/10/201312.00%12.00%12/31/20222,116 2,116 1,515 
Secured Debt(14)4/18/201112.00%12.00%12/31/20224,415 4,415 3,160 
Unsecured Debt(14)6/5/201710.00%10.00%12/31/2022197 197 197 
Preferred Stock(14)4/18/20119127.00%7.00%1,981 — 
Common Stock4/15/2021635830 — 
Warrants(27)4/18/20114,6995/10/20231,089 — 
12,575 6,265 
Oneliance, LLCConstruction Cleaning Company
Secured Debt (9) (25)8/6/2021L +11.00%8/6/2023— — — 
Secured Debt(9)8/6/202113.56%L +11.00%8/6/20265,600 5,556 5,556 
Preferred Stock8/6/20211,0561,056 1,056 
6,612 6,612 
Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)Provider of Rigsite Accommodation Unit Rentals and Related Services
Secured Debt (14) (17) (39)6/30/201512.00%1/8/201830,369 29,865 — 
Preferred Member Units1/8/20132502,500 — 
32,365 — 
SI East, LLCRigid Industrial Packaging Manufacturing
Secured Debt8/31/201810.25%8/31/20232,250 2,250 2,250 
Secured Debt8/31/201810.25%8/31/202393,236 93,124 93,236 
Preferred Member Units(8)8/31/20181571,218 14,950 
96,592 110,436 
Slick Innovations, LLCText Message Marketing Platform
15

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

Common Stock

​

635

​

​

​

​

​

830

​

-

​

​

​

​

Warrants

(27)

4,699

​

5/10/2023

​

​

​

1,089

​

-

​

​

​

​

​

​

​

​

​

​

​

​

12,074

​

8,174

Oneliance, LLC

​

August 6, 2021

Construction Cleaning Company

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

12.00% (L+11.00%, Floor 1.00%)

8/6/2026

​

5,600

​

5,545

​

5,545

​

​

​

​

Preferred Stock

​

1,056

​

​

​

​

​

1,056

​

1,056

​

​

​

​

​

​

​

​

​

​

​

​

6,601

​

6,601

Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)

​

January 8, 2013

Provider of Rigsite Accommodation Unit Rentals and Related Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(14) (32)

​

12.00%

1/8/2018

​

30,369

​

29,865

​

-

​

​

​

​

Preferred Member Units

​

250

​

​

​

​

​

2,500

​

-

​

​

​

​

​

​

​

​

​

​

​

​

32,365

​

-

SI East, LLC

​

August 31, 2018

Rigid Industrial Packaging Manufacturing

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

10.25%

8/31/2023

​

63,600

​

63,472

​

63,600

​

​

​

​

Preferred Member Units

(8)

157

​

​

​

​

​

1,218

​

10,420

​

​

​

​

​

​

​

​

​

​

​

​

64,690

​

74,020

Slick Innovations, LLC

​

September 13, 2018

Text Message Marketing Platform

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

13.00%

9/13/2023

​

5,320

​

5,239

​

5,320

​

​

​

​

Common Stock

​

70,000

​

​

​

​

​

700

​

1,510

​

​

​

​

Warrants

(27)

18,084

​

9/13/2028

​

​

​

181

​

400

​

​

​

​

​

​

​

​

​

​

​

​

6,120

​

7,230

Sonic Systems International, LLC

(10)

August 20, 2021

Nuclear Power Staffing Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.50% (L+7.50%, Floor 1.00%)

8/20/2026

​

11,982

​

11,747

​

11,747

​

​

​

​

Common Stock

​

7,866

​

​

​

​

​

1,070

​

1,070

​

​

​

​

​

​

​

​

​

​

​

​

12,817

​

12,817

Superior Rigging & Erecting Co.

​

August 31, 2020

Provider of Steel Erecting, Crane Rental & Rigging Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

8/31/2025

​

21,500

​

21,323

​

21,323

​

​

​

​

Preferred Member Units

​

1,571

​

​

​

​

​

4,500

​

4,500

​

​

​

​

​

​

​

​

​

​

​

​

25,823

​

25,823

The Affiliati Network, LLC

​

August 9, 2021

Performance Marketing Solutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

10.00%

8/9/2026

​

​

​

381

​

381

​

​

​

​

Secured Debt

​

​

11.83%

8/9/2026

​

​

​

13,623

​

13,623

​

​

​

​

Preferred Stock

​

1,280,000

​

​

​

​

​

6,400

​

6,400

​

​

​

​

​

​

​

​

​

​

​

​

20,404

​

20,404

UniTek Global Services, Inc.

(11)

April 15, 2011

Provider of Outsourced Infrastructure Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (19)

​

8.50% (6.50% cash, 2.00% PIK) (2.00% PIK, L+5.50% Floor 1.00%)

8/20/2024

​

2,376

​

2,362

​

2,214

​

​

​

​

Secured Convertible Debt

(19)

​

15.00% PIK

2/20/2025

​

1,197

​

1,197

​

2,163

​

​

​

​

Preferred Stock

(8) (19)

1,133,102

20.00% PIK

​

​

​

​

1,671

​

2,833

​

​

​

​

Preferred Stock

(14) (19)

1,521,122

20.00% PIK

​

​

​

​

2,188

​

1,112

15

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Secured Debt9/13/201811.00%9/13/20234,240 4,209 4,240 
Common Stock9/13/201870,000700 1,640 
Warrants(27)9/13/201818,0849/13/2028181 440 
5,090 6,320 
Sonic Systems International, LLC(10)Nuclear Power Staffing Services
Secured Debt(9)8/20/20219.78%L +7.50%8/20/202615,769 15,510 15,613 
Common Stock8/20/20219,9681,356 1,420 
16,866 17,033 
Superior Rigging & Erecting Co.Provider of Steel Erecting, Crane Rental & Rigging Services
Secured Debt8/31/202012.00%8/31/202521,500 21,367 21,367 
Preferred Member Units8/31/20201,5714,500 4,500 
25,867 25,867 
The Affiliati Network, LLCPerformance Marketing Solutions
Secured Debt(25)8/9/20218/9/2026— (15)(15)
Secured Debt8/9/202113.00%8/9/202611,241 11,149 11,149 
Preferred Stock(8)8/9/20211,280,0006,400 6,400 
17,534 17,534 
UnionRock Energy Fund II, LP(12) (13)Investment Partnership
LP Interests (8) (31)6/15/202011.11%3,123 5,354 
UniTek Global Services, Inc.(11)Provider of Outsourced Infrastructure Services
Secured Debt (9) (29)10/15/201810.76%SF +5.50%2.00%8/20/2024403 403 380 
Secured Debt (9) (29)8/27/201810.76%SF +5.50%2.00%8/20/20241,804 1,793 1,701 
Secured Convertible Debt 1/1/202115.00%15.00%2/20/20252,312 2,312 4,271 
Preferred Stock(8)8/29/20191,133,10220.00%20.00%2,037 2,833 
Preferred Stock 8/21/20181,521,12220.00%20.00%2,188 1,651 
Preferred Stock 6/30/20172,281,68219.00%19.00%3,667 — 
Preferred Stock 1/15/20154,336,86613.50%13.50%7,924 — 
Common Stock4/1/2020945,507— — 
20,324 10,836 
Universal Wellhead Services Holdings, LLC(10)Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry
Preferred Member Units(30)12/7/2016716,94914.00%14.00%1,032 — 
Member Units(30)12/7/20164,000,0004,000 — 
5,032 — 
Volusion, LLCProvider of Online Software-as-a-Service eCommerce Solutions
Secured Debt(17)1/26/201511.50%1/26/202016,734 16,734 16,630 
Unsecured Convertible Debt5/16/20188.00%11/16/2023409 409 409 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

Preferred Stock

(14) (19)

2,281,682

19.00% PIK

​

​

​

​

3,667

​

-

​

​

​

​

Common Stock

​

945,507

​

​

​

​

​

-

​

-

​

​

​

​

Preferred Stock

(14) (19)

4,336,866

13.50% PIK

​

​

​

​

7,924

​

-

​

​

​

​

​

​

​

​

​

​

​

​

19,009

​

8,322

Universal Wellhead Services Holdings, LLC

(10)

October 30, 2014

Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Preferred Member Units

(14) (19) (30)

716,949

14.00% PIK

​

​

​

​

1,032

​

-

​

​

​

​

Member Units

(30)

4,000,000

​

​

​

​

​

4,000

​

-

​

​

​

​

​

​

​

​

​

​

​

​

5,032

​

-

Volusion, LLC

​

January 26, 2015

Provider of Online Software-as-a-Service eCommerce Solutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(17)

​

11.50%

1/26/2020

​

17,434

​

17,434

​

17,434

​

​

​

​

Unsecured Convertible Debt

​

​

8.00%

11/16/2023

​

409

​

409

​

409

​

​

​

​

Preferred Member Units

​

4,876,670

​

​

​

​

​

14,000

​

5,990

​

​

​

​

Warrants

(27)

1,831,355

​

1/26/2025

​

​

​

2,576

​

-

​

​

​

​

​

​

​

​

​

​

​

​

34,419

​

23,833

Subtotal Affiliate Investments (28.8% of net assets at fair value)

​

​

​

​

​

​

​

​

​

​

$

505,935

$

485,139

16

​

​

16

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

​

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-Control/Non-Affiliate Investments (7)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Acousti Engineering Company of Florida

(10)

November 2, 2020

Interior Subcontractor Providing Acoustical Walls and Ceilings

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

10.00% (L+8.50%, Floor 1.50%)

11/2/2025

$

12,246

$

12,134

$

12,242

​

​

​

​

Secured Debt

(9)

​

14.00% (L+12.50%, Floor 1.50%)

11/2/2025

​

850

​

840

​

840

​

​

​

​

​

​

​

​

​

​

​

​

12,974

​

13,082

Adams Publishing Group, LLC

(10)

November 19, 2015

Local Newspaper Operator

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.75% (L+7.00%, Floor 1.75%)

7/3/2023

​

4,920

​

4,842

​

4,885

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

ADS Tactical, Inc.

(11)

March 7, 2017

Value-Added Logistics and Supply Chain Provider to the Defense Industry

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.75% (L+5.75%, Floor 1.00%)

3/19/2026

​

23,437

​

22,992

​

23,583

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

American Nuts, LLC

(10)

April 10, 2018

Roaster, Mixer and Packager of Bulk Nuts and Seeds

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.00% (L+8.00%, Floor 1.00%)

4/10/2025

​

12,045

​

11,863

​

12,045

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

American Teleconferencing Services, Ltd.

(11)

May 19, 2016

Provider of Audio Conferencing and Video Collaboration Solutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (17)

​

7.50% (L+6.50%, Floor 1.00%)

9/9/2021

​

2,980

​

2,980

​

1,138

​

​

​

​

Secured Debt

(9) (14) (17)

​

7.50% (L+6.50%, Floor 1.00%)

9/9/2021

​

14,370

​

13,706

​

5,487

​

​

​

​

​

​

​

​

​

​

​

​

16,686

​

6,625

Arcus Hunting LLC

(10)

January 6, 2015

Manufacturer of Bowhunting and Archery Products and Accessories

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

11.00% (L+10.00%, Floor 1.00%)

3/31/2022

​

13,603

​

13,537

​

13,603

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Arrow International, Inc

(10)

December 21, 2020

Manufacturer and Distributor of Charitable Gaming Supplies

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (23)

​

9.18% (L+7.93%, Floor 1.25%)

12/21/2025

​

22,500

​

22,291

​

22,307

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

ASC Ortho Management Company, LLC

(10)

August 31, 2018

Provider of Orthopedic Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.00% (L+8.00%, Floor 1.00%)

8/31/2023

​

5,117

​

5,074

​

5,111

​

​

​

​

Secured Debt

(19)

​

13.75% PIK

12/1/2023

​

2,342

​

2,323

​

2,342

​

​

​

​

​

​

​

​

​

​

​

​

7,397

​

7,453

Berry Aviation, Inc.

(10)

July 6, 2018

Charter Airline Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(19)

​

12.00% (10.50% Cash, 1.50% PIK)

1/6/2024

​

4,676

​

4,654

​

4,676

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Preferred Member Units1/26/20154,876,67014,000 — 
Warrants(27)1/26/20151,831,3551/26/20252,576 — 
33,719 17,039 
Subtotal Affiliate Investments (27.9% of net assets at fair value)$576,047 $552,581 
Non-Control Investments
AB Centers Acquisition Corporation(10)Applied Behavior Analysis Therapy Provider
Secured Debt (9) (29) (25)9/6/2022SF +6.00%9/6/2028$— $(41)$(41)
Secured Debt (9) (29) (25)9/6/2022SF +6.00%9/6/2028— (82)(82)
Secured Debt (9) (29)9/6/20229.17%SF +6.00%9/6/202817,052 16,582 16,582 
16,459 16,459 
Acousti Engineering Company of Florida(10)Interior Subcontractor Providing Acoustical Walls and Ceilings
Secured Debt(9)11/2/202010.78%L +8.50%11/2/20251,678 1,668 1,664 
Secured Debt(9)11/2/202010.00%L +8.50%11/2/202510,027 9,954 9,944 
Secured Debt(9)5/26/202114.78%L +12.50%11/2/2025817 811 817 
12,433 12,425 
Acumera, Inc.(10)Managed Security Service Provider
Secured Debt(9)6/28/202212.02%L +9.50%10/26/202713,831 13,488 13,711 
Secured Debt(9)6/28/202212.02%L +9.50%10/26/20274,368 4,265 4,330 
17,753 18,041 
Adams Publishing Group, LLC(10)Local Newspaper Operator
Secured Debt(9)3/11/202212.75%P +6.50%3/11/20273,547 3,547 3,418 
Secured Debt(9)3/11/202210.75%L +7.50%3/11/202724,305 24,245 23,788 
27,792 27,206 
ADS Tactical, Inc.(11)Value-Added Logistics and Supply Chain Provider to the Defense Industry
Secured Debt(9)3/29/20218.80%L +5.75%3/19/202621,286 20,964 19,676 
AMEREQUIP LLC.(10)Full Service Provider of Comprehensive Commercial Production Services, Including the Design, Engineering, and Manufacturing of Products It
Secured Debt (9) (29) (25)8/31/2022SF +7.40%8/31/2027— (144)(144)
Secured Debt (9) (29)8/31/20229.84%SF +7.40%8/31/202737,545 36,830 36,830 
Common Stock8/31/20222351,734 1,734 
38,420 38,420 
American Health Staffing Group, Inc.(10)Healthcare Temporary Staffing

17

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Secured Debt (9) (25)11/19/2021L +7.00%11/19/2026— (11)(11)
Secured Debt(9)11/19/20218.01%L +7.00%11/19/20266,633 6,578 6,633 
6,567 6,622 
American Nuts, LLC(10)Roaster, Mixer and Packager of Bulk Nuts and Seeds
Secured Debt (9) (29)3/11/20228.98%SF +6.75%4/10/202615,667 15,430 15,287 
Secured Debt (9) (29)3/11/202210.98%SF +8.75%4/10/202615,667 15,430 15,307 
30,860 30,594 
American Teleconferencing Services, Ltd.(11)Provider of Audio Conferencing and Video Collaboration Solutions
Secured Debt(14)9/17/20217.50%L +6.50%12/8/20222,980 2,980 168 
Secured Debt (9) (14)5/19/20167.50%L +6.50%6/8/202314,370 13,706 808 
16,686 976 
ArborWorks, LLC(10)Vegetation Management Services
Secured Debt(9)11/9/20219.97%L +7.00%11/9/20264,678 4,562 4,131 
Secured Debt(9)11/9/20219.87%L +7.00%11/9/202629,722 29,231 26,245 
Common Equity11/9/2021234234 14 
34,027 30,390 
Archer Systems, LLC(10)Mass Tort Settlement Administration Solutions Provider
Secured Debt (9) (29)8/11/20229.65%SF +6.50%8/11/2027800 660 660 
Secured Debt (9) (29)8/11/20228.91%SF +6.50%8/11/202767,597 66,281 66,281 
Common Stock8/11/20221,387,8321,388 1,388 
68,329 68,329 
Arrow International, Inc(10)Manufacturer and Distributor of Charitable Gaming Supplies
Secured Debt (9) (23)12/21/202011.96%P +5.61%12/21/202536,000 35,715 36,000 
ATS Operating, LLC(10)For-Profit Thrift Retailer
Secured Debt (9) (29) (25)1/18/2022SF +6.50%1/18/2027— — — 
Secured Debt (9) (29)1/18/20227.84%SF +5.50%1/18/20276,660 6,660 6,360 
Secured Debt (9) (29)1/18/20229.84%SF +7.50%1/18/20276,660 6,660 6,384 
Common Stock1/18/2022720,000720 720 
14,040 13,464 
AVEX Aviation Holdings, LLC(10)Specialty Aircraft Dealer
Secured Debt(9)12/15/202110.32%L +7.00%12/15/2026720 659 679 
Secured Debt(9)12/15/202110.29%L +7.00%12/15/202612,148 11,944 11,452 
Common Equity12/15/2021360360 258 
12,963 12,389 
Berry Aviation, Inc.(10)Charter Airline Services
Secured Debt 7/6/201812.00%10.50%1.50%1/6/2024194 194 194 
18

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

Preferred Member Units

(8) (19) (30)

122,416

16.00% PIK

​

​

​

​

162

​

162

​

​

​

​

Preferred Member Units

(14) (19) (30)

1,548,387

8.00% PIK

​

​

​

​

1,671

​

1,963

​

​

​

​

​

​

​

​

​

​

​

​

6,487

​

6,801

BigName Commerce, LLC

(10)

May 11, 2017

Provider of Envelopes and Complimentary Stationery Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.25% (L+7.25%, Floor 1.00%)

5/11/2022

​

1,899

​

1,896

​

1,899

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Binswanger Enterprises, LLC

(10)

March 10, 2017

Glass Repair and Installation Service Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.00% (L+8.00%, Floor 1.00%)

3/10/2023

​

12,387

​

12,328

​

12,387

​

​

​

​

Member Units

​

1,050,000

​

​

​

​

​

1,050

​

730

​

​

​

​

​

​

​

​

​

​

​

​

13,378

​

13,117

Bluestem Brands, Inc.

(11)

December 19, 2013

Multi-Channel Retailer of General Merchandise

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

10.00% (L+8.50%, Floor 1.50%)

8/28/2025

​

5,357

​

5,357

​

5,335

​

​

​

​

Common Stock

(8)

723,184

​

​

​

​

​

1

​

1,350

​

​

​

​

​

​

​

​

​

​

​

​

5,358

​

6,685

Brainworks Software, LLC

(10)

August 12, 2014

Advertising Sales and Newspaper Circulation Software

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (14) (17)

​

12.50% (Prime+9.25%, Floor 3.25%)

7/22/2019

​

7,817

​

7,817

​

4,201

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Brightwood Capital Fund Investments

(12) (13)

July 21, 2014

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (Brightwood Capital Fund III, LP)

(8) (31)

1.6%

​

​

​

​

​

7,200

​

4,178

​

​

​

​

LP Interests (Brightwood Capital Fund IV, LP)

(8) (31)

0.6%

​

​

​

​

​

4,350

​

4,499

​

​

​

​

​

​

​

​

​

​

​

​

11,550

​

8,677

Burning Glass Intermediate Holding Company, Inc.

(10)

June 14, 2021

Provider of Skills-Based Labor Market Analytics

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.00% (L+5.00%, Floor 1.00%)

6/10/2028

​

20,134

​

19,756

​

19,756

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cadence Aerospace LLC

(10)

November 14, 2017

Aerostructure Manufacturing

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (19)

​

9.50% (7.50% Cash, 2.00% PIK) (2.00% PIK + L+6.50%, Floor 1.00%)

11/14/2023

​

28,554

​

28,391

​

26,464

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Camin Cargo Control, Inc.

(11)

June 14, 2021

Provider of Mission Critical Inspection, Testing and Fuel Treatment Services

​

​

​

​

​

​

​

​

​

​

​

18

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Preferred Member Units (8) (30)7/6/20181,548,3878.00%8.00%2,147 4,607 
Preferred Member Units (8) (30)11/12/2019122,41616.00%16.00%188 378 
2,529 5,179 
Bettercloud, Inc.(10)SaaS Provider of Workflow Management and Business Application Solutions
Secured Debt (9) (29) (25)6/30/2022SF +6.00%6/30/2028— (79)(79)
Secured Debt (9) (29)6/30/20229.78%SF +6.75%5.75%6/30/202826,965 26,458 26,965 
26,379 26,886 
Binswanger Enterprises, LLC(10)Glass Repair and Installation Service Provider
Member Units3/10/20171,050,0001,050 560 
Bluestem Brands, Inc.(11)Multi-Channel Retailer of General Merchandise
Secured Debt(9)8/28/202011.29%L +8.50%8/28/20256,303 6,303 6,193 
Common Stock(8)10/1/2020723,1841 5,445 
6,304 11,638 
Brainworks Software, LLC(10)Advertising Sales and Newspaper Circulation Software
Secured Debt (9) (14) (17)8/12/201412.50%P +9.25%7/22/2019761 761 761 
Secured Debt (9) (14) (17)8/12/201412.50%P +9.25%7/22/20197,056 7,056 3,440 
7,817 4,201 
Brightwood Capital Fund Investments(12) (13)Investment Partnership
LP Interests (Brightwood Capital Fund V, LP)(31)7/12/20211.31%2,000 2,139 
LP Interests (Brightwood Capital Fund III, LP) (8) (31)7/21/20141.55%7,062 4,564 
LP Interests (Brightwood Capital Fund IV, LP) (8) (31)10/26/20160.59%4,350 4,477 
13,412 11,180 
Burning Glass Intermediate Holding Company, Inc.(10)Provider of Skills-Based Labor Market Analytics
Secured Debt(9)6/14/20217.52%L +5.00%6/10/2026620 590 620 
Secured Debt(9)6/14/20217.52%L +5.00%6/10/202819,933 19,643 19,933 
20,233 20,553 
Cadence Aerospace LLC(10)Aerostructure Manufacturing
Secured Debt (9) (34)11/14/201711.31%L +8.50%0.13%11/14/202328,385 28,302 28,352 
CAI Software LLCProvider of Specialized Enterprise Resource Planning Software
Preferred Equity(8)12/13/20211,788,5271,789 1,789 
Preferred Equity12/13/2021596,176— — 
19

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

Secured Debt

(9)

​

7.50% (L+6.50%, Floor 1.00%)

6/4/2026

​

16,000

​

15,848

​

15,920

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Central Security Group, Inc.

(11)

December 4, 2017

Security Alarm Monitoring Service Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

10/16/2025

​

6,839

​

6,839

​

6,600

​

​

​

​

Common Stock

​

329,084

​

​

​

​

​

1,481

​

1,399

​

​

​

​

​

​

​

​

​

​

​

​

8,320

​

7,999

Cenveo Corporation

(11)

September 4, 2015

Provider of Digital Marketing Agency Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common Stock

​

322,907

​

​

​

​

​

6,183

​

2,664

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Chisholm Energy Holdings, LLC

(10)

May 15, 2019

Oil & Gas Exploration & Production

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.75% (L+6.25%, Floor 1.50%)

5/15/2026

​

2,857

​

2,801

​

2,661

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Clarius BIGS, LLC

(10)

September 23, 2014

Prints & Advertising Film Financing

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(14) (17) (19)

​

15.00% PIK

1/5/2015

​

2,776

​

2,776

​

28

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Clickbooth.com, LLC

(10)

December 5, 2017

Provider of Digital Advertising Performance Marketing Solutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.50% (L+8.50%, Floor 1.00%)

1/31/2025

​

7,700

​

7,637

​

7,700

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Computer Data Source, LLC

(10)

August 6, 2021

Third Party Maintenance Provider to the Data Center Ecosystem

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.50% (L+7.50%, Floor 1.00%)

8/6/2026

​

21,100

​

20,632

​

20,632

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Construction Supply Investments, LLC

(10)

December 29, 2016

Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(8)

861,618

​

​

​

​

​

3,335

​

10,580

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Corel Corporation

(11) (13) (21)

July 24, 2019

Publisher of Desktop and Cloud-based Software

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

5.12% (L+5.00%)

7/2/2026

​

22,891

​

22,143

​

22,992

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Darr Equipment LP

(10)

April 15, 2014

Heavy Equipment Dealer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(19)

​

12.50% (11.50% Cash, 1.00% PIK)

6/22/2023

​

6,004

​

6,004

​

5,622

​

​

​

​

Warrants

(29)

915,734

​

12/23/2023

​

​

​

474

​

-

​

​

​

​

​

​

​

​

​

​

​

​

6,478

​

5,622

DTE Enterprises, LLC

(10)

April 13, 2018

Industrial Powertrain Repair and Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

10.00% (L+8.50%, Floor 1.50%)

4/13/2023

​

9,324

​

9,247

​

8,871

​

​

​

​

Class AA Preferred

(8) (19)

​

10.00% PIK

​

​

​

​

1,024

​

1,024

19

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
1,789 1,789 
Camin Cargo Control, Inc.(11)Provider of Mission Critical Inspection, Testing and Fuel Treatment Services
Secured Debt(9)6/14/20219.62%L +6.50%6/4/202615,258 15,142 14,724 
CaseWorthy, Inc.(10)SaaS Provider of Case Management Solutions
Secured Debt (9) (25)5/18/2022L +5.25%5/18/2027— (11)(11)
Secured Debt (9) (25)5/18/2022L +5.25%5/18/2027— — — 
Secured Debt(9)5/18/20228.26%L +5.25%5/18/20276,133 6,076 5,999 
6,065 5,988 
Channel Partners Intermediateco, LLC(10)Outsourced Consumer Services Provider
Secured Debt (9) (29)2/7/20229.08%SF +6.25%2/7/20275,183 5,075 4,937 
Secured Debt (9) (29) (28)2/7/20227.70%SF +6.25%2/7/202739,155 38,462 37,299 
43,537 42,236 
Clarius BIGS, LLC(10)Prints & Advertising Film Financing
Secured Debt (14) (17)9/23/201415.00%15.00%1/5/20152,729 2,729 10 
Computer Data Source, LLC(10)Third Party Maintenance Provider to the Data Center Ecosystem
Secured Debt(9)8/6/202110.13%L +7.50%8/6/20265,000 4,923 4,519 
Secured Debt(9)8/6/202110.37%L +7.50%8/6/202618,656 18,364 16,860 
23,287 21,379 
Construction Supply Investments, LLC(10)Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors
Member Units(8)12/29/2016861,6183,335 20,795 
Dalton US Inc.(10)Provider of Supplemental Labor Services
Secured Debt (9) (29)8/16/202211.13%SF +8.00%8/16/2027763 530 530 
Secured Debt (9) (29) (25)8/16/2022SF +8.00%8/16/2027— (78)(78)
Secured Debt (9) (29)8/16/202211.31%SF +8.00%8/16/202714,389 14,111 14,111 
Common Stock8/16/2022201201 201 
14,764 14,764 
DTE Enterprises, LLC(10)Industrial Powertrain Repair and Services
Secured Debt (9) (25)4/13/2018L +7.50%4/13/2023— (2)(2)
Secured Debt(9)4/13/201810.44%L +7.50%4/13/20237,824 7,803 7,486 
Class A Preferred Member Units 4/13/2018776,3168.00%8.00%776 270 
20

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Member Units (non-voting)

​

​

​

​

Class A Preferred Member Units

(14) (19)

776,316

8.00% PIK

​

​

​

​

776

​

440

​

​

​

​

​

​

​

​

​

​

​

​

11,047

​

10,335

Dynamic Communities, LLC

(10)

July 17, 2018

Developer of Business Events and Online Community Groups

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (19)

​

12.50% (4.75% Cash, 7.75% PIK) (L+11.50%, Floor 1.00%)

7/17/2023

​

5,751

​

5,702

​

5,506

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Eastern Wholesale Fence LLC

(10)

November 19, 2020

Manufacturer and Distributor of Residential and Commercial Fencing Solutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.50%, (L+6.50%, Floor 1.00%)

10/30/2025

​

19,961

​

19,630

​

19,850

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

EnCap Energy Fund Investments

(12) (13)

December 28, 2010

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (EnCap Energy Capital Fund VIII, L.P.)

(8) (31)

0.1%

​

​

​

​

​

3,745

​

1,516

​

​

​

​

LP Interests (EnCap Energy Capital Fund VIII Co-
Investors, L.P.)

(31)

0.4%

​

​

​

​

​

2,097

​

777

​

​

​

​

LP Interests (EnCap Energy Capital Fund IX, L.P.)

(8) (31)

0.1%

​

​

​

​

​

4,130

​

2,254

​

​

​

​

LP Interests (EnCap Energy Capital Fund X, L.P.)

(8) (31)

0.1%

​

​

​

​

​

8,862

​

8,571

​

​

​

​

LP Interests (EnCap Flatrock Midstream Fund II, L.P.)

(31)

0.8%

​

​

​

​

​

6,712

​

2,837

​

​

​

​

LP Interests (EnCap Flatrock Midstream Fund III, L.P.)

(8) (31)

0.2%

​

​

​

​

​

6,975

​

6,285

​

​

​

​

​

​

​

​

​

​

​

​

32,521

​

22,240

EPIC Y-Grade Services, LP

(11)

June 22, 2018

NGL Transportation & Storage

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

6/30/2027

​

6,910

​

6,832

​

5,955

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

20

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Class AA Preferred Member Units (non-voting)(8)4/13/201810.00%10.00%1,132 1,132 
9,709 8,886 
Dynamic Communities, LLC(10)Developer of Business Events and Online Community Groups
Secured Debt (9) (25)7/17/2018L +8.50%7/17/2023— — — 
Secured Debt(9)9/28/202210.75%L +7.50%7/17/20232,805 2,791 2,268 
Secured Debt(9)9/28/202212.75%L +9.50%7/17/20232,805 2,791 2,147 
5,582 4,415 
Eastern Wholesale Fence LLC(10)Manufacturer and Distributor of Residential and Commercial Fencing Solutions
Secured Debt(9)11/19/202010.07%L +7.00%10/30/20254,461 4,400 4,342 
Secured Debt(9)11/19/202010.07%L +7.00%10/30/20255,053 4,995 4,918 
Secured Debt(9)11/19/202010.07%L +7.00%10/30/202523,606 23,272 22,974 
32,667 32,234 
Emerald Technologies Acquisition Co, Inc.(11)Design & Manufacturing
Secured Debt (9) (29)2/10/20229.38%SF +6.25%2/10/20289,258 9,091 8,911 
EnCap Energy Fund Investments(12) (13)Investment Partnership
LP Interests (EnCap Energy Capital Fund VIII, L.P.) (8) (31)1/22/20150.14%3,587 2,184 
LP Interests (EnCap Energy Capital Fund VIII Co-
Investors, L.P.)		 (8) (31)1/21/20150.38%1,984 1,037 
LP Interests (EnCap Energy Capital Fund IX, L.P.) (8) (31)1/22/20150.10%3,755 2,177 
LP Interests (EnCap Energy Capital Fund X, L.P.) (8) (31)3/25/20150.15%8,326 10,130 
LP Interests (EnCap Flatrock Midstream Fund II, L.P.)(31)3/30/20150.84%5,358 1,583 
LP Interests (EnCap Flatrock Midstream Fund III, L.P.) (8) (31)3/27/20150.25%6,019 5,089 
29,029 22,200 
Engineering Research & Consulting, LLC(10)Provider of Engineering & Consulting Services to US Department of Defense
Secured Debt (9) (29)5/23/202211.00%SF +6.25%5/23/2027120 72 116 
Secured Debt (9) (29)5/23/20229.38%SF +6.25%5/23/202816,338 16,034 15,772 
16,106 15,888 
EPIC Y-Grade Services, LP(11)NGL Transportation & Storage
Secured Debt(9)6/22/20188.08%L +6.00%6/30/20276,840 6,778 5,803 
21

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Flip Electronics LLC

(10)

January 4, 2021

Distributor of Hard-to-Find and Obsolete Electronic Components

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (33)

​

8.99% (L+7.99%, Floor 1.00%)

1/2/2026

​

5,400

​

5,298

​

5,365

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fortna Acquisition Co., Inc.

(10)

July 23, 2019

Process, Physical Distribution and Logistics Consulting Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

5.08% (L+5.00%)

4/8/2025

​

7,615

​

7,534

​

7,551

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fuse, LLC

(11)

June 30, 2019

Cable Networks Operator

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

6/28/2024

​

1,810

​

1,810

​

1,672

​

​

​

​

Common Stock

​

10,429

​

​

​

​

​

256

​

-

​

​

​

​

​

​

​

​

​

​

​

​

2,066

​

1,672

GeoStabilization International (GSI)

(11)

December 31, 2018

Geohazard Engineering Services & Maintenance

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

5.33% (L+5.25%)

12/19/2025

​

11,138

​

11,063

​

11,083

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

GoWireless Holdings, Inc.

(11)

December 31, 2017

Provider of Wireless Telecommunications Carrier Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.50% (L+6.50%, Floor 1.00%)

12/22/2024

​

18,534

​

18,432

​

18,589

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Grupo Hima San Pablo, Inc.

(11)

March 7, 2013

Tertiary Care Hospitals

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (14) (17)

​

9.25% (L+7.00%, Floor 1.50%)

4/30/2019

​

4,504

​

4,504

​

2,363

​

​

​

​

Secured Debt

(14) (17)

​

13.75%

10/15/2018

​

2,055

​

2,040

​

49

​

​

​

​

​

​

​

​

​

​

​

​

6,544

​

2,412

GS HVAM Intermediate, LLC

(10)

October 18, 2019

Specialized Food Distributor

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.75% (L+5.75%, Floor 1.00%)

10/2/2024

​

13,015

​

12,933

​

13,015

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

GS Operating, LLC

(10)

February 24, 2020

Distributor of Industrial and Specialty Parts

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.00% (L+6.50%, Floor 1.50%)

2/24/2025

​

25,592

​

25,243

​

25,592

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

HDC/HW Intermediate Holdings

(10)

December 21, 2018

Managed Services and Hosting Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.50% (L+7.50%, Floor 1.00%)

12/21/2023

​

3,457

​

3,422

​

3,064

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Heartland Dental, LLC

(10)

September 9, 2020

Dental Support Organization

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.50% (L+6.50%, Floor 1.00%)

4/30/2025

​

14,813

​

14,454

​

14,887

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

HOWLCO LLC

(11) (13) (21)

August 19, 2021

Provider of Accounting and Business Development Software to Real Estate End Markets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

10/23/2026

​

25,610

​

25,610

​

25,610

21

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Event Holdco, LLC(10)Event and Learning Management Software for Healthcare Organizations and Systems
Secured Debt (9) (30)12/22/20219.25%L +7.00%12/22/20263,692 3,661 3,367 
Secured Debt (9) (30)12/22/202110.67%L +7.00%12/22/202644,308 43,933 40,402 
47,594 43,769 
Flip Electronics LLC(10)Distributor of Hard-to-Find and Obsolete Electronic Components
Secured Debt (9) (29)3/24/202211.21%SF +7.50%1/2/2026491 491 491 
Secured Debt (9) (29)1/4/202111.19%SF +7.50%1/2/20266,185 6,078 6,078 
6,569 6,569 
Fuse, LLC(11)Cable Networks Operator
Secured Debt6/30/201912.00%6/28/20241,810 1,810 1,512 
Common Stock6/30/201910,429256 — 
2,066 1,512 
GeoStabilization International (GSI)(11)Geohazard Engineering Services & Maintenance
Secured Debt1/2/20198.07%L +5.25%12/19/202520,550 20,474 20,139 
GS HVAM Intermediate, LLC(10)Specialized Food Distributor
Secured Debt(9)10/18/20198.26%L +6.50%10/2/20242,273 2,264 2,211 
Secured Debt(9)10/18/20199.62%L +6.50%10/2/202410,858 10,813 10,564 
13,077 12,775 
GULF PACIFIC ACQUISITION, LLC(10)Rice Processor and Merchandiser
Secured Debt (9) (29) (25)9/30/2022SF +6.00%9/30/2028— (20)(20)
Secured Debt (9) (29) (25)9/30/2022SF +6.00%9/30/2028— (15)(15)
Secured Debt (9) (29)9/30/20229.59%SF +6.00%9/30/20283,661 3,588 3,588 
3,553 3,553 
HDC/HW Intermediate Holdings(10)Managed Services and Hosting Provider
Secured Debt (9) (29)12/21/201811.76%SF +9.50%5.75%12/21/2023320 319 297 
Secured Debt (9) (29)12/21/201811.76%SF +9.50%5.75%12/21/20233,117 3,100 2,888 
3,419 3,185 
HEADLANDS OP-CO LLC(10)Clinical Trial Sites Operator
Secured Debt (9) (29) (25)8/1/2022SF +6.50%8/1/2027— (65)(65)
Secured Debt (9) (29) (25)8/1/2022SF +6.50%8/1/2027— (65)(65)
Secured Debt (9) (29)8/1/20229.52%SF +6.50%8/1/202716,875 16,549 16,549 
16,419 16,419 
22

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

HW Temps LLC

​

July 2, 2015

Temporary Staffing Solutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

8.00%

3/29/2023

​

7,844

​

7,790

​

7,790

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Hybrid Promotions, LLC

(10)

June 30, 2021

Wholesaler of Licensed, Branded and Private Label Apparel

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.25% (L+8.25%, Floor 1.00%)

6/30/2026

​

7,088

​

6,951

​

6,951

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

IG Parent Corporation

(11)

July 30, 2021

Software Engineering

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.75% (L+5.75%, Floor 1.00%)

7/30/2026

​

9,615

​

9,438

​

9,438

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Implus Footcare, LLC

(10)

June 1, 2017

Provider of Footwear and Related Accessories

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.75% (L+7.75%, Floor 1.00%)

4/30/2024

​

18,749

​

18,495

​

17,639

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Independent Pet Partners Intermediate Holdings, LLC

(10)

November 20, 2018

Omnichannel Retailer of Specialty Pet Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(19)

​

6.15% PIK (L+6.00% PIK)

12/22/2022

​

6,563

​

6,563

​

6,563

​

​

​

​

Secured Debt

(19)

​

6.00% PIK

11/20/2023

​

17,620

​

16,449

​

16,449

​

​

​

​

Preferred Stock (non-voting)

(14) (19)

​

6.00% PIK

​

​

​

​

3,235

​

4,095

​

​

​

​

Preferred Stock (non-voting)

​

​

​

​

​

​

​

-

​

-

​

​

​

​

Member Units

​

1,558,333

​

​

​

​

​

1,558

​

-

​

​

​

​

​

​

​

​

​

​

​

​

27,805

​

27,107

Industrial Services Acquisition, LLC

(10)

June 17, 2016

Industrial Cleaning Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.75% (L+6.75%, Floor 1.00%)

8/13/2026

​

19,483

​

19,048

​

19,048

​

​

​

​

Preferred Member Units

(8) (19) (30)

144

10.00% PIK

​

​

​

​

118

​

162

​

​

​

​

Preferred Member Units

(8) (19) (30)

80

20.00% PIK

​

​

​

​

79

​

97

​

​

​

​

Member Units

(30)

900

​

​

​

​

​

900

​

730

​

​

​

​

​

​

​

​

​

​

​

​

20,145

​

20,037

Inn of the Mountain Gods Resort and Casino

(11)

October 30, 2013

Hotel & Casino Owner & Operator

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

9.25%

11/30/2023

​

6,677

​

6,677

​

6,444

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interface Security Systems, L.L.C

(10)

August 7, 2019

Commercial Security & Alarm Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (19)

​

9.75% (8.75% Cash, 1.00% PIK) (1.00% PIK + L+7.00%, Floor 1.75%)

8/7/2023

​

7,313

​

7,234

​

6,306

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Intermedia Holdings, Inc.

(11)

August 3, 2018

Unified Communications as a Service

​

​

​

​

​

​

​

​

​

​

​

22

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Heartland Dental, LLC(10)Dental Support Organization
Secured Debt(9)9/9/20209.62%L +6.50%4/30/202514,663 14,405 13,563 
HOWLCO LLC(11) (13) (21)Provider of Accounting and Business Development Software to Real Estate End Markets
Secured Debt(9)8/19/20218.96%L +6.00%10/23/202625,354 25,354 23,648 
Hybrid Promotions, LLC(10)Wholesaler of Licensed, Branded and Private Label Apparel
Secured Debt(9)6/30/202110.33%L +8.25%6/30/20267,088 6,979 6,721 
IG Parent Corporation(11)Software Engineering
Secured Debt (9) (29)7/30/20218.41%SF +5.75%7/30/2026443 413 435 
Secured Debt (9) (29)7/30/20218.23%SF +5.75%7/30/202614,536 14,327 14,279 
14,740 14,714 
Implus Footcare, LLC(10)Provider of Footwear and Related Accessories
Secured Debt(9)6/1/201710.25%L +7.75%0.25%4/30/202418,609 18,452 17,194 
Independent Pet Partners Intermediate Holdings, LLC(10)Omnichannel Retailer of Specialty Pet Products
Secured Debt(35)8/20/202011.26%(blank)11.26%12/22/20226,831 6,831 6,831 
Secured Debt(14)12/10/20206.00%6.00%11/20/202318,428 17,664 13,419 
Preferred Stock (non-voting)(14)12/10/20206.00%6.00%3,235 — 
Preferred Stock (non-voting)12/10/2020— — 
Member Units11/20/20181,558,3331,558 — 
Warrants (38) (25)11/20/2018242,91411/19/2028— — 
29,288 20,250 
Industrial Services Acquisition, LLC(10)Industrial Cleaning Services
Secured Debt(9)8/13/20219.88%L +6.75%8/13/2026463 428 463 
Secured Debt(9)8/13/20219.69%L +6.75%8/13/202619,288 18,984 19,288 
Preferred Member Units (8) (30)1/31/201814410.00%10.00%127 161 
Preferred Member Units (8) (30)5/17/20198020.00%20.00%89 101 
Member Units(30)6/17/2016900900 690 
20,528 20,703 
Infolinks Media Buyco, LLC(10)Exclusive Placement Provider to the Advertising Ecosystem
Secured Debt (9) (25)11/1/2021L +5.75%11/1/2026— (20)(20)
Secured Debt(9)11/1/20219.42%L +5.75%11/1/20268,637 8,495 8,543 
23

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

7/19/2025

​

20,680

​

20,608

​

20,693

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Invincible Boat Company, LLC.

(10)

August 28, 2019

Manufacturer of Sport Fishing Boats

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.00% (L+6.50%, Floor 1.50%)

8/28/2025

​

17,770

​

17,602

​

17,770

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

INW Manufacturing, LLC

(11)

May 19, 2021

Manufacturer of Nutrition and Wellness Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.50% (L+5.75%, Floor 0.75%)

3/25/2027

​

7,453

​

7,242

​

7,304

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Isagenix International, LLC

(11)

June 21, 2018

Direct Marketer of Health & Wellness Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.75% (L+5.75%, Floor 1.00%)

6/14/2025

​

5,261

​

5,237

​

4,406

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Jackmont Hospitality, Inc.

(10)

May 26, 2015

Franchisee of Casual Dining Restaurants

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.75% (L+6.75%, Floor 1.00%)

10/14/2021

​

3,901

​

3,901

​

3,193

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Joerns Healthcare, LLC

(11)

April 3, 2013

Manufacturer and Distributor of Health Care Equipment & Supplies

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

8/21/2024

​

4,016

​

3,966

​

3,748

​

​

​

​

Common Stock

​

472,579

​

​

​

​

​

4,429

​

855

​

​

​

​

​

​

​

​

​

​

​

​

8,395

​

4,603

Kemp Technologies Inc.

(10)

June 27, 2019

Provider of Application Delivery Controllers

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

3/29/2024

​

16,265

​

16,042

​

16,265

​

​

​

​

Common Stock

​

903,225

​

​

​

​

​

1,395

​

5,230

​

​

​

​

​

​

​

​

​

​

​

​

17,437

​

21,495

Klein Hersh, LLC

(10)

November 13, 2020

Executive and C-Suite Placement for the Life Sciences and Healthcare Industries

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.25% (L+7.50%, Floor 0.75%)

11/13/2025

​

31,688

​

30,974

​

31,641

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Kore Wireless Group Inc.

(11) (13)

December 31, 2018

Mission Critical Software Platform

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

5.63% (L+5.50%)

12/20/2024

​

18,993

​

18,920

​

18,969

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Larchmont Resources, LLC

(11)

August 13, 2013

Oil & Gas Exploration & Production

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (17)

​

9.00% (L+8.00%, Floor 1.00%)

8/9/2021

​

2,180

​

2,180

​

2,071

​

​

​

​

Member Units

(30)

2,828

​

​

​

​

​

353

​

4

​

​

​

​

​

​

​

​

​

​

​

​

2,533

​

2,075

Laredo Energy, LLC

(10)

January 15, 2019

Oil & Gas Exploration & Production

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

​

1,155,952

​

​

​

​

​

11,560

​

9,771

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

23

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
8,475 8,523 
Interface Security Systems, L.L.C(10)Commercial Security & Alarm Services
Secured Debt(9)12/9/202112.32%L +10.00%8/7/20231,398 1,398 1,398 
Secured Debt (9) (14)8/7/201910.52%L +7.00%1.00%8/7/20237,313 7,237 1,549 
Common Stock12/7/20212,143— — 
8,635 2,947 
Intermedia Holdings, Inc.(11)Unified Communications as a Service
Secured Debt(9)8/3/20189.12%L +6.00%7/19/202520,467 20,414 17,960 
Invincible Boat Company, LLC.(10)Manufacturer of Sport Fishing Boats
Secured Debt(9)8/28/20199.42%L +6.50%8/28/2025726 721 716 
Secured Debt(9)8/28/20198.75%L +6.50%8/28/202516,889 16,774 16,645 
17,495 17,361 
INW Manufacturing, LLC(11)Manufacturer of Nutrition and Wellness Products
Secured Debt(9)5/19/20218.71%L +5.75%3/25/20277,125 6,959 6,306 
Isagenix International, LLC(11)Direct Marketer of Health & Wellness Products
Secured Debt(9)6/21/20189.93%L +7.75%9.93%6/14/20254,951 4,933 2,140 
Jackmont Hospitality, Inc.(10)Franchisee of Casual Dining Restaurants
Secured Debt(9)11/8/20218.75%L +6.50%11/4/20242,084 2,084 1,987 
Preferred Equity(8)11/8/20212,826,667116 616 
2,200 2,603 
Joerns Healthcare, LLC(11)Manufacturer and Distributor of Health Care Equipment & Supplies
Secured Debt 11/15/202115.00%15.00%15.00%11/8/20221,833 1,833 1,833 
Secured Debt(14)8/21/201919.75%19.75%8/21/20244,034 3,997 1,222 
Common Stock8/21/2019472,5794,429 — 
10,259 3,055 
JTI Electrical & Mechanical, LLC(10)Electrical, Mechanical and Automation Services
Secured Debt (9) (25)12/22/2021L +6.00%12/22/2026— (143)(143)
Secured Debt(9)12/22/20218.26%L +6.00%12/22/202637,421 36,788 37,321 
Common Equity12/22/20211,684,2111,684 2,340 
38,329 39,518 
KMS, LLC(10)Wholesaler of Closeout and Value-priced Products
Secured Debt(9)10/4/20219.56%L +7.25%10/4/20261,075 1,026 1,014 
24

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Lightbox Holdings, L.P.

(11)

May 23, 2019

Provider of Commercial Real Estate Software

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

5.13% (L+5.00%)

5/9/2026

​

14,663

​

14,491

​

14,589

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LKCM Headwater Investments I, L.P.

(12) (13)

January 25, 2013

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests

(31)

2.3%

​

​

​

​

​

1,746

​

3,302

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LL Management, Inc.

(10)

May 2, 2019

Medical Transportation Service Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.25% (L+7.25%, Floor 1.00%)

9/25/2023

​

17,481

​

17,337

​

17,481

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LLFlex, LLC

(10)

August 16, 2021

Provider of Metal-Based Laminates

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

10.00% (L+9.00%, Floor 1.00%)

8/16/2026

​

4,500

​

4,401

​

4,401

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Logix Acquisition Company, LLC

(10)

June 24, 2016

Competitive Local Exchange Carrier

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.75% (L+5.75%, Floor 1.00%)

12/22/2024

​

25,991

​

24,657

​

24,724

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Looking Glass Investments, LLC

(12) (13)

July 1, 2015

Specialty Consumer Finance

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

​

3

​

​

​

​

​

125

​

25

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Lulu's Fashion Lounge, LLC

(10)

August 31, 2017

Fast Fashion E-Commerce Retailer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (19)

​

10.50% (8.00% Cash, 2.50% PIK) (2.50% PIK + L+7.00%, Floor 1.00%)

8/28/2022

​

10,687

​

10,593

​

9,138

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Lynx FBO Operating LLC

(10)

September 30, 2019

Fixed Based Operator in the General Aviation Industry

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.25% (L+5.75%, Floor 1.50%)

9/30/2024

​

13,475

​

13,276

​

13,475

​

​

​

​

Member Units

​

4,872

​

​

​

​

​

687

​

880

​

​

​

​

​

​

​

​

​

​

​

​

13,963

​

14,355

Mac Lean-Fogg Company

(10)

April 22, 2019

Manufacturer and Supplier for Auto and Power Markets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

5.38% (L+4.75%, Floor 0.625%)

12/22/2025

​

17,080

​

16,991

​

17,080

​

​

​

​

Preferred Stock

(19)

​

13.75% (4.50% Cash, 9.25% PIK)

​

​

​

​

1,901

​

1,901

​

​

​

​

​

​

​

​

​

​

​

​

18,892

​

18,981

Mako Steel, LP

(10)

March 15, 2021

Self-Storage Design & Construction

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.00% (L+7.25%, Floor 0.75%)

3/13/2026

​

17,812

​

17,468

​

17,687

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

MB2 Dental Solutions, LLC

(11)

January 28, 2021

Dental Partnership Organization

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

1/29/2027

​

9,955

​

9,800

​

9,955

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

24

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Secured Debt(9)10/4/20219.56%L +7.25%10/4/20267,524 7,402 7,101 
8,428 8,115 
Kore Wireless Group Inc.(11) (13)Mission Critical Software Platform
Secured Debt12/31/20189.17%L +5.50%12/20/202411,326 11,275 11,199 
Lightbox Holdings, L.P.(11)Provider of Commercial Real Estate Software
Secured Debt5/9/20197.96%L +5.00%5/9/202614,513 14,377 14,005 
LKCM Headwater Investments I, L.P.(12) (13)Investment Partnership
LP Interests (8) (31)1/25/20132.27%1,746 3,197 
LL Management, Inc.(10)Medical Transportation Service Provider
Secured Debt (9) (29)5/2/201910.20%SF +7.25%9/25/20238,126 8,102 8,126 
Secured Debt (9) (29)5/2/20199.81%SF +7.25%9/25/20239,220 9,171 9,220 
Secured Debt (9) (29)5/12/20229.13%SF +7.25%9/25/202310,855 10,728 10,799 
28,001 28,145 
LLFlex, LLC(10)Provider of Metal-Based Laminates
Secured Debt(9)8/16/202111.28%L +9.00%8/16/20264,455 4,376 4,234 
Logix Acquisition Company, LLC(10)Competitive Local Exchange Carrier
Secured Debt(9)1/8/20188.87%L +5.75%12/22/202419,662 18,954 17,941 
Looking Glass Investments, LLC(12) (13)Specialty Consumer Finance
Member Units7/1/20153125 25 
Mac Lean-Fogg Company(10)Manufacturer and Supplier for Auto and Power Markets
Secured Debt(9)4/22/20197.87%L +4.75%12/22/20251,786 1,779 1,768 
Secured Debt(9)4/22/20197.87%L +4.75%12/22/202515,163 15,102 15,011 
Preferred Stock 10/1/201913.75%9.25%1,984 1,926 
18,865 18,705 
Mako Steel, LP(10)Self-Storage Design & Construction
Secured Debt(9)3/15/202110.42%L +7.25%3/15/20261,643 1,599 1,586 
Secured Debt(9)3/15/202111.09%L +7.25%3/15/202615,324 15,107 14,791 
16,706 16,377 
MB2 Dental Solutions, LLC(11)Dental Partnership Organization
25

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Mills Fleet Farm Group, LLC

(10)

October 24, 2018

Omnichannel Retailer of Work, Farm and Lifestyle Merchandise

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.25% (L+6.25%, Floor 1.00%)

10/24/2024

​

17,781

​

17,546

​

17,781

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

NBG Acquisition Inc

(11)

April 28, 2017

Wholesaler of Home Décor Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.50% (L+5.50%, Floor 1.00%)

4/26/2024

​

4,015

​

3,986

​

3,449

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

NinjaTrader, LLC

(10)

December 18, 2019

Operator of Futures Trading Platform

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.25% (L+6.75%, Floor 1.50%)

12/18/2024

​

17,625

​

17,344

​

17,600

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

NNE Partners, LLC

(10)

March 2, 2017

Oil & Gas Exploration & Production

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(19)

​

9.38% (4.88% Cash, 4.50% PIK) (4.50% PIK + L+4.75%)

12/31/2023

​

24,499

​

24,416

​

22,487

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

NTM Acquisition Corp.

(11)

July 12, 2016

Provider of B2B Travel Information Content

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (19)

​

8.25% (7.25% Cash, 1.00% PIK) (1.00%PIK + L+6.25%, Floor 1.00%)

6/7/2024

​

4,622

​

4,622

​

4,576

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

NWN Corporation

(10)

May 7, 2021

Value Added Reseller and Provider of Managed Services to a Diverse Set of Industries

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.50% (L+6.50%, Floor 1.00%)

5/7/2026

​

41,138

​

40,209

​

40,209

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Ospemifene Royalty Sub LLC

(10)

July 8, 2013

Estrogen-Deficiency Drug Manufacturer and Distributor

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(14)

​

11.50%

11/15/2026

​

4,694

​

4,694

​

115

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Project Eagle Holdings, LLC

(10)

July 6, 2020

Provider of Secure Business Collaboration Software

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.75% (L+6.75%, Floor 1.00%)

7/6/2026

​

29,813

​

29,184

​

29,510

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

PT Network, LLC

(10)

November 1, 2013

Provider of Outpatient Physical Therapy and Sports Medicine Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (19)

​

8.50% (6.50% Cash, 2.00% PIK) (2.00% PIK + L+5.50%, Floor 1.00%)

11/30/2023

​

8,668

​

8,668

​

8,668

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

RA Outdoors LLC

(10)

April 8, 2021

Software Solutions Provider for Outdoor Activity Management

​

​

​

​

​

​

​

​

​

​

​

25

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Secured Debt (9) (29) (36)1/28/20219.08%SF +6.00%1/29/20276,816 6,757 6,763 
Secured Debt (9) (29)1/28/20219.70%SF +6.00%1/29/20277,896 7,799 7,834 
14,556 14,597 
Microbe Formulas, LLC(10)Nutritional Supplements Provider
Secured Debt (9) (29) (25)4/4/2022SF +6.25%4/3/2028— (66)(66)
Secured Debt (9) (29)4/4/20228.36%SF +6.25%4/3/202827,625 27,118 25,665 
27,052 25,599 
Mills Fleet Farm Group, LLC(10)Omnichannel Retailer of Work, Farm and Lifestyle Merchandise
Secured Debt(9)10/24/20189.06%L +6.25%10/24/202418,769 18,533 18,309 
MonitorUS Holding, LLC(10) (13) (21)SaaS Provider of Media Intelligence Services
Secured Debt (9) (25)5/24/2022L +7.00%5/24/2027— (68)(68)
Secured Debt(9)5/24/20229.43%L +7.00%5/24/202710,107 9,912 9,677 
Secured Debt(9)5/24/20228.51%L +7.00%5/24/202717,038 16,730 16,808 
Common Stock8/30/202244,445,814889 889 
27,463 27,306 
NBG Acquisition Inc(11)Wholesaler of Home Décor Products
Secured Debt(9)4/28/20179.67%L +5.50%4/26/20243,876 3,859 1,841 
NinjaTrader, LLC(10)Operator of Futures Trading Platform
Secured Debt (9) (25)12/18/2019L +6.75%12/18/2024— (2)— 
Secured Debt (9) (25)12/18/2019L +6.75%12/18/2024— (43)(43)
Secured Debt(9)12/18/20198.53%L +6.75%12/18/202421,666 21,387 21,666 
21,342 21,623 
NNE Partners, LLC(10)Oil & Gas Exploration & Production
Secured Debt3/2/201710.86%L +9.25%12/31/202324,781 24,736 24,073 
Northstar Group Services, Inc(11)Commercial & Industrial Services
Secured Debt(9)11/1/20218.62%L +5.50%11/12/20269,742 9,702 9,535 
NTM Acquisition Corp.(11)Provider of B2B Travel Information Content
Secured Debt(9)7/12/20169.50%L +6.25%1.00%6/7/20244,490 4,490 4,333 
NWN Corporation(10)Value Added Reseller and Provider of Managed Services to a Diverse Set of Industries
26

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

Secured Debt

(9)

​

7.75% (L+6.75%, Floor 1.00%)

4/8/2026

​

19,422

​

19,232

​

19,232

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Research Now Group, Inc. and Survey Sampling International, LLC

(11)

December 31, 2017

Provider of Outsourced Online Surveying

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.50% (L+5.50%, Floor 1.00%)

12/20/2024

​

20,176

​

19,816

​

19,989

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

RM Bidder, LLC

(10)

November 12, 2015

Scripted and Unscripted TV and Digital Programming Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

​

2,779

​

​

​

​

​

46

​

29

​

​

​

​

Warrants

(26)

187,161

​

10/20/2025

​

​

​

425

​

-

​

​

​

​

​

​

​

​

​

​

​

​

471

​

29

Roof Opco, LLC

(10)

August 27, 2021

Residential Re-Roofing/Repair

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

8/27/2026

​

2,800

​

2,699

​

2,699

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

RTIC Subsidiary Holdings, LLC

(10)

September 1, 2020

Direct-To-Consumer eCommerce Provider of Outdoor Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.00% (L+7.75%, Floor 1.25%)

9/1/2025

​

18,303

​

18,098

​

18,302

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Rug Doctor, LLC.

(10)

July 16, 2021

Carpet Cleaning Products and Machinery

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (19)

​

7.25% (6.25% Cash, 1.00% PIK) (1.00% PIK + L+5.25%, Floor 1.00%)

5/16/2022

​

9,367

​

9,220

​

9,220

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Salient Partners L.P.

(11)

June 25, 2015

Provider of Asset Management Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

10/30/2022

​

7,501

​

7,496

​

5,312

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Savers, Inc.

(11)

May 14, 2021

For-Profit Thrift Retailer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.50% (L+5.75%, Floor 0.75%)

4/26/2028

​

12,900

​

12,777

​

13,061

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Staples Canada ULC

(10) (13) (21)

September 14, 2017

Office Supplies Retailer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (22)

​

8.00% (L+7.00%, Floor 1.00%)

9/12/2024

​

16,764

​

16,674

​

16,230

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Student Resource Center, LLC

(10)

June 25, 2021

Higher Education Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.00% (L+8.00%, Floor 1.00%)

6/25/2026

​

11,250

​

11,021

​

11,021

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Team Public Choices, LLC

(11)

October 28, 2019

Home-Based Care Employment Service Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.00% (L+5.00%, Floor 1.00%)

12/18/2027

​

18,147

​

17,735

​

18,147

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Tectonic Financial, LLC

​

May 15, 2017

Financial Services Organization

​

​

​

​

​

​

​

​

​

​

​

26

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Secured Debt(9)5/7/20219.27%L +6.50%5/7/20263,941 3,832 3,715 
Secured Debt(9)5/7/20219.37%L +6.50%5/7/202640,615 40,014 38,285 
43,846 42,000 
Ospemifene Royalty Sub LLC(10)Estrogen-Deficiency Drug Manufacturer and Distributor
Secured Debt(14)7/8/201311.50%11/15/20264,511 4,511 61 
OVG Business Services, LLC(10)Venue Management Services
Secured Debt(9)11/29/20219.34%L +6.25%11/19/202813,965 13,843 13,057 
Paragon Healthcare, Inc.(10)Infusion Therapy Treatment Provider
Secured Debt (9) (29) (25)1/19/2022SF +5.75%1/19/2027— (111)(111)
Secured Debt (9) (29)1/19/20228.45%SF +5.75%1/19/20271,620 1,523 1,534 
Secured Debt (9) (29)1/19/20228.40%SF +5.75%1/19/202718,293 17,825 17,330 
19,237 18,753 
Project Eagle Holdings, LLC(10)Provider of Secure Business Collaboration Software
Secured Debt (9) (25)7/6/2020L +6.50%7/6/2026— (20)(20)
Secured Debt(9)7/6/20209.33%L +6.50%7/6/202629,550 29,083 28,831 
29,063 28,811 
PTL US Bidco, Inc(10)Manufacturers of Equipment, Including Drilling Rigs and Equipment, and Providers of Supplies and Services to Companies Involved In the Drilling, Evaluation and Completion of Oil and Gas Wells.
Secured Debt (9) (29) (25)8/19/2022SF +8.25%8/19/2027— (184)(184)
Secured Debt (9) (29)8/19/202211.40%SF +8.25%8/19/202728,625 28,074 28,074 
27,890 27,890 
RA Outdoors LLC(10)Software Solutions Provider for Outdoor Activity Management
Secured Debt (9) (29) (25)4/8/2021SF +6.75%4/8/2026— (12)(12)
Secured Debt (9) (29)4/8/20219.03%SF +6.75%4/8/202613,369 13,231 12,252 
13,219 12,240 
Research Now Group, Inc. and Survey Sampling International, LLC(11)Provider of Outsourced Online Surveying
Secured Debt (9) (29)12/29/20178.84%SF +5.50%12/20/202419,966 19,717 18,128 
RM Bidder, LLC(10)Scripted and Unscripted TV and Digital Programming Provider
27

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

Common Stock

(8)

200,000

​

​

​

​

​

2,000

​

4,180

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Tex Tech Tennis, LLC

(10)

July 7, 2021

Sporting Goods & Textiles

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common Stock

(30)

1,000,000

​

​

​

​

​

1,000

​

1,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Time Manufacturing Acquisition LLC

(11)

February 24, 2021

Manufacturer and Distributor of Utility Equipment

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.00% (L+5.00%, Floor 1.00%)

2/3/2023

​

1,476

​

1,473

​

1,481

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S. TelePacific Corp.

(11)

May 17, 2017

Provider of Communications and Managed Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

5/2/2023

​

17,088

​

16,966

​

14,247

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

USA DeBusk LLC

(10)

October 22, 2019

Provider of Industrial Cleaning Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.75% (L+5.75%, Floor 1.00%)

9/8/2026

​

37,281

​

36,474

​

36,974

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Veregy Consolidated, Inc.

(11)

November 9, 2020

Energy Service Company

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

11/3/2027

​

15,893

​

14,753

​

15,972

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Vida Capital, Inc

(11)

October 10, 2019

Alternative Asset Manager

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

6.08% (L+6.00%)

10/1/2026

​

17,344

​

17,149

​

16,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Vistar Media, Inc.

(10)

February 17, 2017

Operator of Digital Out-of-Home Advertising Platform

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Preferred Stock

​

70,207

​

​

​

​

​

767

​

1,430

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Wahoo Fitness Acquisition L.L.C.

(11)

August 17, 2021

Fitness Training Equipment Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.75% (L+5.75%, Floor 1.00%)

8/12/2028

​

15,000

​

14,556

​

14,700

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Wall Street Prep, Inc.

(10)

July 19, 2021

Financial Training Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.00% (L+7.00%, Floor 1.00%)

7/19/2026

​

4,373

​

4,280

​

4,280

​

​

​

​

Common Stock

​

400,000

​

​

​

​

​

400

​

400

​

​

​

​

​

​

​

​

​

​

​

​

4,680

​

4,680

YS Garments, LLC

(11)

August 22, 2018

Designer and Provider of Branded Activewear

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

8/9/2024

​

13,034

​

12,961

​

12,578

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Zilliant Incorporated

​

June 15, 2012

Price Optimization and Margin Management Solutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Preferred Stock

​

186,777

​

​

​

​

​

154

​

260

​

​

​

​

Warrants

(28)

952,500

​

6/15/2022

​

​

​

1,071

​

1,290

​

​

​

​

​

​

​

​

​

​

​

​

1,225

​

1,550

Short-term portfolio investments

(34) (35)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

34,377

​

34,341

27

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Member Units11/12/20152,77946 24 
Warrants(26)11/12/2015187,16110/20/2025425 — 
471 24 
Roof Opco, LLC(10)Residential Re-Roofing/Repair
Secured Debt (9) (25)8/27/2021L +6.50%8/27/2026— (12)(12)
Secured Debt(9)8/27/20218.78%L +6.50%8/27/20262,333 2,288 2,270 
Secured Debt(9)8/27/20218.78%L +6.50%8/27/20263,173 3,122 3,087 
5,398 5,345 
RTIC Subsidiary Holdings, LLC(10)Direct-To-Consumer eCommerce Provider of Outdoor Products
Secured Debt(9)9/1/202010.59%L +7.75%9/1/20252,534 2,514 2,417 
Secured Debt(9)9/1/202010.03%L +7.75%9/1/202516,838 16,708 16,062 
19,222 18,479 
Rug Doctor, LLC.(10)Carpet Cleaning Products and Machinery
Secured Debt (9) (29)7/16/202111.99%SF +8.25%2.00%11/16/20245,625 5,585 5,033 
Secured Debt (9) (29)7/16/202111.99%SF +8.25%2.00%11/16/20248,340 8,207 7,462 
13,792 12,495 
Salient Partners L.P.(11)Provider of Asset Management Services
Secured Debt(9)8/31/20189.67%L +6.00%10/31/20226,251 6,250 5,039 
Secured Debt(9)9/30/20219.67%L +6.00%10/31/20221,250 1,250 2,494 
7,500 7,533 
Savers, Inc.(11)For-Profit Thrift Retailer
Secured Debt(9)5/14/20219.17%L +5.50%4/26/202811,315 11,223 10,918 
SIB Holdings, LLC(10)Provider of Cost Reduction Services
Secured Debt (9) (29)10/29/20218.81%SF +6.25%10/29/2026323 314 298 
Secured Debt (9) (29)10/29/20218.81%SF +6.25%10/29/20261,573 1,545 1,451 
Secured Debt (9) (29)10/29/20218.14%SF +6.25%10/29/20267,845 7,712 7,238 
Common Equity10/29/202195,238200 200 
9,771 9,187 
South Coast Terminals Holdings, LLC(10)Specialty Toll Chemical Manufacturer
Secured Debt (9) (25)12/10/2021L +5.75%12/13/2026— (75)(75)
Secured Debt(9)12/10/20218.74%L +5.75%12/13/202641,359 40,664 40,772 
Common Equity12/10/2021863,636864 1,068 
41,453 41,765 
SPAU Holdings, LLC(10)Digital Photo Product Provider
Secured Debt (9) (29) (25)7/1/2022SF +7.50%7/1/2027— (61)(61)
Secured Debt (9) (29)7/1/20229.58%SF +7.50%7/1/202715,968 15,664 15,664 
Common Stock7/1/2022638,710639 639 
16,242 16,242 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Subtotal Non-Control/Non-Affiliate Investments (76.9% of net assets at fair value)

​

​

​

​

​

​

​

​

​

​

$

1,338,405

$

1,295,747

Total Portfolio Investments, September 30, 2021 (185.1% of net assets at fair value)

​

​

​

​

​

​

​

​

​

​

$

2,832,562

$

3,117,104

28

​

​

​

​

​

​

(1)

All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise noted, are encumbered either as security for the Company’s Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.

(2)

Debt investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted.

(3)

See Note C and Schedule 12-14 for a summary of geographic location of portfolio companies.

(4)

Principal is net of repayments. Cost is net of repayments and accumulated unearned income.

(5)

Control investments are defined by the 1940 Act, as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)

Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.

(7)

Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)

Income producing through dividends or distributions.

(9)

Index based floating interest rate is subject to contractual minimum interest rate. A majority of the variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly at the borrower’s option. The borrower may also elect to have multiple interest reset periods for each loan. For each such loan, the Company has provided the weighted average annual stated interest rate in effect at September 30, 2021. As noted in this schedule, 70% of the loans (based on the par amount) contain LIBOR floors which range between 0.50% and 2.00%, with a weighted-average LIBOR floor of approximately 1.08%.

(10)

Private Loan portfolio investment. See Note C for a description of Private Loan portfolio investments.

(11)

Middle Market portfolio investment. See Note C for a description of Middle Market portfolio investments.

(12)

Other Portfolio investment. See Note C for a description of Other Portfolio investments.

(13)

Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)

Non-accrual and non-income producing investment.

(15)

All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”

(16)

External Investment Manager. Investment is not encumbered as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.

(17)

Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)

Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C for further discussion.

(19)

PIK interest income and cumulative dividend income represent income not paid currently in cash.

(20)

All portfolio company headquarters are based in the United States, unless otherwise noted.

(21)

Portfolio company headquarters are located outside of the United States.

28

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2021

2022

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Staples Canada ULC(10) (13) (21)Office Supplies Retailer
Secured Debt (9) (22)9/14/201710.19%L +7.00%9/12/202414,334 14,286 12,816 
Stellant Systems, Inc.(11)Manufacturer of Traveling Wave Tubes and Vacuum Electronic Devices
Secured Debt (9) (29)10/22/20218.41%SF +5.50%10/1/20287,642 7,576 7,107 
Student Resource Center, LLC(10)Higher Education Services
Secured Debt (9) (25)6/25/2021L +8.00%6/25/2026— (11)(11)
Secured Debt(9)9/30/202210.25%L +7.00%6/25/20266,250 6,156 5,141 
Secured Debt(9)9/30/202211.75%L +9.50%6/25/20264,338 4,271 1,286 
10,416 6,416 
Tacala Investment Corp.(33)Quick Service Restaurant Group
Secured Debt (9) (32)3/19/20216.62%L +3.50%2/5/20271,979 1,979 1,855 
Team Public Choices, LLC(11)Home-Based Care Employment Service Provider
Secured Debt(9)12/22/20207.81%L +5.00%12/18/202715,002 14,714 14,327 
Tectonic Financial, LLCFinancial Services Organization
Common Stock(8)5/15/2017200,0002,000 5,630 
Tex Tech Tennis, LLC(10)Sporting Goods & Textiles
Common Stock(30)7/7/20211,000,0001,000 1,380 
U.S. TelePacific Corp.(11)Provider of Communications and Managed Services
Secured Debt (9) (29)5/17/201711.57%SF +8.50%7.25%5/2/202618,018 17,945 7,838 
USA DeBusk LLC(10)Provider of Industrial Cleaning Services
Secured Debt(9)10/22/20198.27%L +5.75%9/8/202633,747 33,161 33,110 
Veregy Consolidated, Inc.(11)Energy Service Company
Secured Debt (9) (25)11/9/2020L +5.25%11/3/2025— (685)(685)
Secured Debt(9)11/9/20208.81%L +6.00%11/3/202717,685 17,365 16,845 
16,680 16,160 
Vida Capital, Inc(11)Alternative Asset Manager

(22)

In connection with the Company's debt investment in Staples Canada ULC and in an attempt to mitigate any potential adverse change in foreign exchange rates during the term of the Company's investment, the Company maintains a forward foreign currency contract with Cadence Bank to lend $20.6 million Canadian Dollars and receive $16.3 million U.S. Dollars with a settlement date of September 14, 2022. The unrealized depreciation on the forward foreign currency contract is $0.1 million as of September 30, 2021.

(23)

The Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 7.25% (Floor 1.25%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(24)

Investment date represents the date of initial investment in the portfolio company.

(25)

Warrants are presented in equivalent shares with a strike price of $10.92 per share.

(26)

Warrants are presented in equivalent units with a strike price of $14.28 per unit.

(27)

Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.

(28)

Warrants are presented in equivalent shares with a strike price of $0.001 per share.

(29)

Warrants are presented in equivalent units with a strike price of $1.50 per unit.

(30)

Shares/Units represent ownership in an underlying Real Estate or HoldCo entity.

(31)

Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.

(32)

Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investment in this portfolio company will not be finally determined until such process is complete. As noted in footnote (14), our debt investment in this portfolio company is on non-accrual status.

(33)

The Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 7.99% (Floor 1.00%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(34)

Short-term portfolio investments. See Note C for a description of short-term portfolio investments.

(35)

Short-term portfolio investments bear interest at index based floating interest rates which range from LIBOR plus 2.75% to LIBOR plus 4.75%, with LIBOR floors which range from 0% to 0.75% (with a weighted average LIBOR floor of approximately 0.14%), and with resulting interest rates which range from of 2.83% to 4.83% as of September 30, 2021.

29

​

​

​

29

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2020

(dollars in thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Control Investments (5)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

ASC Interests, LLC

​

August 1, 2013

Recreational and Educational Shooting Facility

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

13.00%

7/31/2022

$

1,750

$

1,715

$

1,715

​

​

​

​

Member Units

​

1,500

​

​

​

​

​

1,500

​

1,120

​

​

​

​

​

​

​

​

​

​

​

​

3,215

​

2,835

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Analytical Systems Keco, LLC

​

August 16, 2019

Manufacturer of Liquid and Gas Analyzers

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

12.00% (L+10.00%, Floor 2.00%)

8/16/2024

​

5,155

​

4,874

​

4,874

​

​

​

​

Preferred Member Units

​

3,200

​

​

​

​

​

3,200

​

3,200

​

​

​

​

Warrants

(27)

420

​

8/16/2029

​

​

​

316

​

10

​

​

​

​

​

​

​

​

​

​

​

​

8,390

​

8,084

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

ATS Workholding, LLC

(10)

March 10, 2014

Manufacturer of Machine Cutting Tools and Accessories

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(14)

​

5.00%

11/16/2021

​

4,982

​

4,824

​

3,347

​

​

​

​

Preferred Member Units

​

3,725,862

​

​

​

​

​

3,726

​

-

​

​

​

​

​

​

​

​

​

​

​

​

8,550

​

3,347

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Project BarFly, LLC

(10)

August 31, 2015

Casual Restaurant Group

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

7.00%

10/31/2024

​

343

​

343

​

343

​

​

​

​

Member Units

​

37

​

​

​

​

​

1,584

​

1,584

​

​

​

​

​

​

​

​

​

​

​

​

1,927

​

1,927

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Bolder Panther Group, LLC

​

December 31, 2020

Consumer Goods and Fuel Retailer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

10.50% (L+9.00%, Floor 1.50%)

12/31/2025

​

27,500

​

27,225

​

27,225

​

​

​

​

Class A Preferred Member Units

(30)

​

14.00%

​

​

​

​

10,194

​

10,194

​

​

​

​

Class B Preferred Member Units

(30)

140,000

8.00%

​

​

​

​

14,000

​

14,000

​

​

​

​

​

​

​

​

​

​

​

​

51,419

​

51,419

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Bond-Coat, Inc.

​

December 28, 2012

Casing and Tubing Coating Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common Stock

​

57,508

​

​

​

​

​

6,350

​

2,040

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Brewer Crane Holdings, LLC

​

January 9, 2018

Provider of Crane Rental and Operating Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

11.00% (L+10.00%, Floor 1.00%)

1/9/2023

​

8,556

​

8,513

​

8,513

​

​

​

​

Preferred Member Units

(8)

2,950

​

​

​

​

​

4,280

​

5,850

​

​

​

​

​

​

​

​

​

​

​

​

12,793

​

14,363

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Bridge Capital Solutions Corporation

​

April 18, 2012

Financial Services and Cash Flow Solutions Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

13.00%

12/11/2024

​

8,813

​

8,403

​

8,403

​

​

​

​

Warrants

(27)

82

​

7/25/2026

​

​

​

2,132

​

3,220

​

​

​

​

Secured Debt

(30)

​

13.00%

12/11/2024

​

1,000

​

998

​

998

30

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

September 30, 2022
(dollars in thousands)

​

(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Secured Debt10/10/20199.12%L +6.00%10/1/202615,794 15,648��12,372 
Vistar Media, Inc.(10)Operator of Digital Out-of-Home Advertising Platform
Preferred Stock4/3/201970,207767 2,350 
VORTEQ Coil Finishers, LLC(10)Specialty Coating of Aluminum and Light-Gauge Steel
Secured Debt(9)11/30/20219.75%L +7.25%11/30/202625,475 25,049 25,375 
Common Equity(8)11/30/20211,038,4621,038 3,110 
26,087 28,485 
Wahoo Fitness Acquisition L.L.C.(11)Fitness Training Equipment Provider
Secured Debt (9) (29)8/17/20219.57%SF +5.75%8/12/202814,719 14,344 9,935 
Wall Street Prep, Inc.(10)Financial Training Services
Secured Debt (9) (25)7/19/2021L +7.00%7/19/2026— (6)(6)
Secured Debt(9)7/19/20219.28%L +7.00%7/19/20264,290 4,223 4,072 
Common Stock7/19/2021400,000400 310 
4,617 4,376 
Watterson Brands, LLC(10)Facility Management Services
Secured Debt(9)12/17/20219.63%L +6.00%12/17/2026371 332 359 
Secured Debt(9)12/17/20218.25%L +6.00%12/17/2026391 359 379 
Secured Debt(9)12/17/20218.25%L +6.00%12/17/202628,957 28,568 28,056 
29,259 28,794 
West Star Aviation Acquisition, LLC(10)Aircraft, Aircraft Engine and Engine Parts
Secured Debt (9) (29)3/1/20228.59%SF +6.00%3/1/202810,794 10,599 10,294 
Secured Debt (9) (29) (25)3/1/2022SF +6.00%3/1/2028— (21)(21)
Common Stock3/1/20221,541,4001,541 1,620 
12,119 11,893 
Winter Services LLC(10)Provider of Snow Removal and Ice Management Services
Secured Debt (9) (25)11/19/2021L +7.00%11/19/2026— (36)— 
Secured Debt (9) (25)11/19/2021L +7.00%11/19/2026— (18)(18)
Secured Debt(9)11/19/20219.23%L +7.00%11/19/202610,000 9,834 9,683 
9,780 9,665 
Xenon Arc, Inc.(10)Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers
Secured Debt(25)12/17/2021L +5.25%12/17/2026— (138)(138)
Secured Debt(25)12/17/2021L +5.25%12/17/2027— (206)(206)
30

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

Preferred Member Units

(8) (30)

17,742

​

​

​

​

​

1,000

​

1,000

​

​

​

​

​

​

​

​

​

​

​

​

12,533

​

13,621

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Café Brazil, LLC

​

April 20, 2004

Casual Restaurant Group

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(8)

1,233

​

​

​

​

​

1,742

​

2,030

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

California Splendor Holdings LLC

​

March 30, 2018

Processor of Frozen Fruits

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.00% (L+8.00%, Floor 1.00%)

3/30/2023

​

8,100

​

8,014

​

8,043

​

​

​

​

Secured Debt

(9)

​

11.00% (L+10.00%, Floor 1.00%)

3/30/2023

​

28,000

​

27,854

​

27,789

​

​

​

​

Preferred Member Units

(8)

6,725

​

​

​

​

​

8,255

​

8,255

​

​

​

​

Preferred Member Units

(8)

6,157

​

​

​

​

​

10,775

​

6,241

​

​

​

​

​

​

​

​

​

​

​

​

54,898

​

50,328

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

CBT Nuggets, LLC

​

June 1, 2006

Produces and Sells IT Training Certification Videos

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(8)

416

​

​

​

​

​

1,300

​

46,080

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Centre Technologies Holdings, LLC

​

January 4, 2019

Provider of IT Hardware Services and Software Solutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

12.00% (L+10.00%, Floor 2.00%)

1/4/2024

​

11,628

​

11,549

​

11,549

​

​

​

​

Preferred Member Units

​

12,696

​

​

​

​

​

5,840

​

6,160

​

​

​

​

​

​

​

​

​

​

​

​

17,389

​

17,709

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Chamberlin Holding LLC

​

February 26, 2018

Roofing and Waterproofing Specialty Contractor

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.00% (L+8.00%, Floor 1.00%)

2/26/2023

​

15,212

​

15,136

​

15,212

​

​

​

​

Member Units

(8)

4,347

​

​

​

​

​

11,440

​

28,070

​

​

​

​

Member Units

(8) (30)

1,047,146

​

​

​

​

​

1,322

​

1,270

​

​

​

​

​

​

​

​

​

​

​

​

27,898

​

44,552

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Charps, LLC

​

February 3, 2017

Pipeline Maintenance and Construction

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unsecured Debt

(19)

​

10.00% (8.67% Cash, 1.33% PIK)

1/31/2024

​

9,388

​

7,641

​

8,475

​

​

​

​

Secured Debt

​

​

15.00%

6/5/2022

​

669

​

669

​

669

​

​

​

​

Preferred Member Units

(8)

1,600

​

​

​

​

​

400

​

10,520

​

​

​

​

​

​

​

​

​

​

​

​

8,710

​

19,664

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Clad-Rex Steel, LLC

​

December 20, 2016

Specialty Manufacturer of Vinyl-Clad Metal

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

10.50% (L+9.50%, Floor 1.00%)

12/20/2021

​

10,880

​

10,853

​

10,853

​

​

​

​

Member Units

(8)

717

​

​

​

​

​

7,280

​

8,610

​

​

​

​

Secured Debt

(30)

​

10.00%

12/20/2036

​

1,111

​

1,100

​

1,100

​

​

​

​

Member Units

(30)

800

​

​

​

​

​

210

​

530

​

​

​

​

​

​

​

​

​

​

​

​

19,443

​

21,093

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

31

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

September 30, 2022
(dollars in thousands)

​

(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date
(24)		Shares/UnitsTotal RateReference Rate and Spread (29)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Secured Debt12/17/20218.63%L +5.25%12/17/202738,311 37,660 36,845 
37,316 36,501 
YS Garments, LLC(11)Designer and Provider of Branded Activewear
Secured Debt(9)8/22/20187.92%L +5.50%8/9/202412,659 12,613 12,121 
Zips Car Wash, LLC(10)Express Car Wash Operator
Secured Debt (9) (29)2/11/20229.94%SF +7.25%3/1/202417,512 17,229 17,284 
Secured Debt (9) (29) (33)2/11/20229.86%SF +7.25%3/1/20244,389 4,354 4,289 
21,583 21,573 
Subtotal Non-Control/Non-Affiliate Investments (92.0% of net assets at fair value)$1,914,134 $1,821,480 
Total Portfolio Investments, September 30, 2022 (200.7% of net assets at fair value)$3,689,627 $3,973,490 
31

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

CMS Minerals Investments

​

January 30, 2015

Oil & Gas Exploration & Production

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(30)

100

​

​

​

​

​

2,179

​

1,624

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cody Pools, Inc.

​

March 6, 2020

Designer of Residential and Commercial Pools

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

12.25% (L+10.50%, Floor 1.75%)

3/6/2025

​

14,216

​

14,092

​

14,216

​

​

​

​

Preferred Member Units

​

587

​

​

​

​

​

8,317

​

14,940

​

​

​

​

​

​

​

​

​

​

​

​

22,409

​

29,156

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

CompareNetworks Topco, LLC

​

January 29, 2019

Internet Publishing and Web Search Portals

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

12.00% (L+11.00%, Floor 1.00%)

1/29/2024

​

7,954

​

7,910

​

7,953

​

​

​

​

Preferred Member Units

(8)

1,975

​

​

​

​

​

1,975

​

6,780

​

​

​

​

​

​

​

​

​

​

​

​

9,885

​

14,733

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (CTMH, LP)

(31)

38.8%

​

​

​

​

​

747

​

747

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Datacom, LLC

​

May 30, 2014

Technology and Telecommunications Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(14)

​

8.00%

5/31/2021

​

1,800

​

1,800

​

1,615

​

​

​

​

Secured Debt

(14) (19)

​

10.50% PIK

5/31/2021

​

12,507

​

12,475

​

10,531

​

​

​

​

Class A Preferred Member Units

​

-

​

​

​

​

​

1,294

​

-

​

​

​

​

Class B Preferred Member Units

​

6,453

​

​

​

​

​

6,030

​

-

​

​

​

​

​

​

​

​

​

​

​

​

21,599

​

12,146

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Digital Products Holdings LLC

​

April 1, 2018

Designer and Distributor of Consumer Electronics

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

11.00% (L+10.00%, Floor 1.00%)

4/1/2023

​

18,173

​

18,077

​

18,077

​

​

​

​

Preferred Member Units

(8)

3,857

​

​

​

​

​

9,501

​

9,835

​

​

​

​

​

​

​

​

​

​

​

​

27,578

​

27,912

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Direct Marketing Solutions, Inc.

​

February 13, 2018

Provider of Omni-Channel Direct Marketing Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

12.00% (L+11.00%, Floor 1.00%)

2/13/2023

​

15,090

​

15,007

​

15,007

​

​

​

​

Preferred Stock

​

8,400

​

​

​

​

​

8,400

​

19,380

​

​

​

​

​

​

​

​

​

​

​

​

23,407

​

34,387

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gamber-Johnson Holdings, LLC ("GJH")

​

June 24, 2016

Manufacturer of Ruggedized Computer Mounting Systems

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.00% (L+7.00%, Floor 2.00%)

6/24/2021

​

19,838

​

19,807

​

19,838

​

​

​

​

Member Units

(8)

8,619

​

​

​

​

​

14,844

​

52,490

​

​

​

​

​

​

​

​

​

​

​

​

34,651

​

72,328

32

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

September 30, 2022
(dollars in thousands)

​

(Unaudited)
___________________
(1)All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise noted, are encumbered either as security for the Company’s Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.
(2)Debt investments are income producing, unless otherwise noted by footnote (14), as described below. Equity and warrants are non-income producing, unless otherwise noted by footnote (8), as described below.
(3)See Note C—Fair Value Hierarchy for Investments—Portfolio Composition and Schedule 12-14 for a summary of geographic location of portfolio companies.
(4)Principal is net of repayments. Cost is net of repayments and accumulated unearned income. Negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.
(5)Control investments are defined by the 1940 Act as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.
(6)Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.
(7)Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.
(8)Income producing through dividends or distributions.
(9)Index based floating interest rate is subject to contractual minimum interest rate. As noted in this schedule, 70% of the loans (based on the par amount) contain LIBOR or Term SOFR (“SOFR”) floors which range between 0.50% and 2.00%, with a weighted-average floor of 1.06%.
(10)Private Loan portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Private Loan portfolio investments.
(11)Middle Market portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Middle Market portfolio investments.
(12)Other Portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Other Portfolio investments.
(13)Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.
(14)Non-accrual and non-income producing investment.
(15)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”
(16)External Investment Manager. Investment is not encumbered as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.
(17)Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.
(18)Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for further discussion. Negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.
(19)Investments may have a portion, or all, of their income received from Paid-in-Kind (“PIK”) interest or dividends. PIK interest income and cumulative dividend income represent income not paid currently in cash. The difference between the Total Rate and PIK Rate represents the cash rate as of September 30, 2022.
(20)All portfolio company headquarters are based in the United States, unless otherwise noted.
32

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Garreco, LLC

​

July 15, 2013

Manufacturer and Supplier of Dental Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.00% (L+8.00%, Floor 1.00%, Ceiling 1.50%)

1/31/2021

​

4,519

​

4,519

​

4,519

​

​

​

​

Member Units

​

1,200

​

​

​

​

​

1,200

​

1,410

​

​

​

​

​

​

​

​

​

​

​

​

5,719

​

5,929

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

GRT Rubber Technologies LLC ("GRT")

​

December 19, 2014

Manufacturer of Engineered Rubber Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

7.15% (L+7.00%)

12/31/2023

​

16,775

​

16,775

​

16,775

​

​

​

​

Member Units

(8)

5,879

​

​

​

​

​

13,065

​

44,900

​

​

​

​

​

​

​

​

​

​

​

​

29,840

​

61,675

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gulf Manufacturing, LLC

​

August 31, 2007

Manufacturer of Specialty Fabricated Industrial Piping Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(8)

438

​

​

​

​

​

2,980

​

4,510

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gulf Publishing Holdings, LLC

​

April 29, 2016

Energy Industry Focused Media and Publishing

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (17) (19)

​

10.50% (5.25% Cash, 5.25% PIK) (L+9.50%, Floor 1.00%)

9/30/2020

​

250

​

250

​

250

​

​

​

​

Secured Debt

(19)

​

12.50% (6.25% Cash, 6.25% PIK)

4/29/2021

​

13,147

​

13,135

​

12,044

​

​

​

​

Member Units

​

3,681

​

​

​

​

​

3,681

​

-

​

​

​

​

​

​

​

​

​

​

​

​

17,066

​

12,294

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Harris Preston Fund Investments

(12) (13)

October 1, 2017

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (2717 MH, L.P.)

(31)

49.3%

​

​

​

​

​

2,599

​

2,702

​

​

​

​

LP Interests (2717 HPP-MS, L.P.)

(31)

49.3%

​

​

​

​

​

250

​

250

​

​

​

​

​

​

​

​

​

​

​

​

2,849

​

2,952

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Harrison Hydra-Gen, Ltd.

​

June 4, 2010

Manufacturer of Hydraulic Generators

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common Stock

(8)

107,456

​

​

​

​

​

718

​

5,450

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Jensen Jewelers of Idaho, LLC

​

November 14, 2006

Retail Jewelry Store

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

10.00% (Prime+6.75%, Floor 2.00%)

11/14/2023

​

3,400

​

3,374

​

3,400

​

​

​

​

Member Units

(8)

627

​

​

​

​

​

811

​

7,620

​

​

​

​

​

​

​

​

​

​

​

​

4,185

​

11,020

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

J&J Services, Inc.

​

October 31, 2019

Provider of Dumpster and Portable Toilet Rental Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

11.50%

10/31/2024

​

12,800

​

12,697

​

12,800

​

​

​

​

Preferred Stock

​

2,814

​

​

​

​

​

7,085

​

12,680

​

​

​

​

​

​

​

​

​

​

​

​

19,782

​

25,480

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

KBK Industries, LLC

​

January 23, 2006

Manufacturer of Specialty Oilfield and Industrial Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(8)

325

​

​

​

​

​

783

​

13,200

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

33

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

September 30, 2022
(dollars in thousands)

​

(Unaudited)
(21)Portfolio company headquarters are located outside of the United States.
(22)In connection with the Company's debt investment in Staples Canada ULC and in an attempt to mitigate any potential adverse change in foreign exchange rates during the term of the Company’s investment, the Company maintains a forward foreign currency contract with Cadence Bank to lend $17.6 million Canadian Dollars and receive $13.6 million U.S. Dollars with a settlement date of September 14, 2023. The unrealized appreciation on the forward foreign currency contract was $0.8 million as of September 30, 2022.
(23)The Company has entered into an intercreditor agreement that entitles the Company to the “last out” tranche of the first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of Prime plus 5.10% (Floor 2.00%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.
(24)Investment date represents the date of initial investment in the security position.
(25)The position is unfunded and no interest income is being earned as of September 30, 2022. The position may earn a nominal unused facility fee on committed amounts.
(26)Warrants are presented in equivalent units with a strike price of $14.28 per unit.
(27)Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.
(28)As of September 30, 2022, borrowings under the loan facility bore interest at SOFR+6.25% (Floor 1.00%). Due to an amendment and subsequent funding during the quarter, the term loan facility has different floating rate reset dates. The rate presented represents a weighted-average rate for borrowings under the facility, as of September 30, 2022.
(29)A majority of the variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to either LIBOR (“L”), SOFR (“SF”) or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate (“P”)), which typically resets every one, three, or six months at the borrower’s option. SOFR based contracts may include a credit spread adjustment (the “Adjustment”) that is charged in addition to the stated spread. The Adjustment is applied when the SOFR rate, plus the Adjustment, exceeds the stated floor rate, as applicable. As of September 30, 2022, SOFR based contracts in the portfolio had Adjustments ranging from 0.10% to 0.26%.
(30)Shares/Units represent ownership in a related Real Estate or HoldCo entity.
(31)Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.
(32)Short-term portfolio investments. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of short-term portfolio investments.
(33)As of September 30, 2022, borrowings under the loan facility bore interest at SOFR+7.25% (Floor 1.00%). Each new draw on the delayed draw term loan facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of September 30, 2022.
(34)The security has an effective contractual interest rate of 2.00% PIK + LIBOR+6.50%, Floor 1.00%, but the issuer may, in its discretion, elect to pay the PIK interest in cash. The rate presented represents the effective current yield based on actual payments received during the period.
(35)As of September 30, 2022, borrowings under the loan facility bore interest at LIBOR+6.50% PIK or Prime+5.50% PIK. Revolving facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of September 30, 2022.
(36)As of September 30, 2022, borrowings under the loan facility bore interest at SOFR+6.00% (Floor 1.00%) . Delayed draw term loan facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of September 30, 2022.
33

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Kickhaefer Manufacturing Company, LLC

​

October 31, 2018

Precision Metal Parts Manufacturing

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

11.50%

10/31/2023

​

22,415

​

22,269

​

22,269

​

​

​

​

Member Units

​

581

​

​

​

​

​

12,240

​

12,240

​

​

​

​

Secured Debt

​

​

9.00%

10/31/2048

​

3,948

​

3,909

​

3,909

​

​

​

​

Member Units

(8) (30)

800

​

​

​

​

​

992

​

1,160

​

​

​

​

​

​

​

​

​

​

​

​

39,410

​

39,578

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Market Force Information, LLC

​

July 28, 2017

Provider of Customer Experience Management Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

12.00% (L+11.00%, Floor 1.00%)

7/28/2023

​

1,600

​

1,600

​

1,600

​

​

​

​

Secured Debt

(14) (19)

​

12.00% PIK

7/28/2023

​

26,079

​

25,952

​

13,562

​

​

​

​

Member Units

​

743,921

​

​

​

​

​

16,642

​

-

​

​

​

​

​

​

​

​

​

​

​

​

44,194

​

15,162

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

MH Corbin Holding LLC

​

August 31, 2015

Manufacturer and Distributor of Traffic Safety Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(19)

​

13.00% (10.00% Cash, 3.00% PIK)

3/31/2022

​

8,570

​

8,527

​

8,280

​

​

​

​

Preferred Member Units

​

66,000

​

​

​

​

​

4,400

​

2,370

​

​

​

​

Preferred Member Units

​

4,000

​

​

​

​

​

6,000

​

-

​

​

​

​

​

​

​

​

​

​

​

​

18,927

​

10,650

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

MSC Adviser I, LLC

(16)

November 22, 2013

Third Party Investment
Advisory Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(8) (31)

​

​

​

​

​

​

29,500

​

116,760

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Mystic Logistics Holdings, LLC

​

August 18, 2014

Logistics and Distribution Services Provider for Large Volume Mailers

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

1/17/2022

​

6,733

​

6,723

​

6,723

​

​

​

​

Common Stock

(8)

5,873

​

​

​

​

​

2,720

​

8,990

​

​

​

​

​

​

​

​

​

​

​

​

9,443

​

15,713

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

NAPCO Precast, LLC

​

January 31, 2008

Precast Concrete Manufacturing

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(8)

2,955

​

​

​

​

​

2,975

​

16,100

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nebraska Vet AcquireCo, LLC (NVS)

​

December 31, 2020

Mixed-Animal Veterinary and Animal Health Product Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

12/31/2025

​

10,500

​

10,395

​

10,395

​

​

​

​

Preferred Member Units

​

6,500

​

​

​

​

​

6,500

​

6,500

​

​

​

​

​

​

​

​

​

​

​

​

16,895

​

16,895

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

NexRev LLC

​

February 28, 2018

Provider of Energy Efficiency Products & Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

11.00%

2/28/2023

​

17,097

​

17,016

​

16,726

​

​

​

​

Preferred Member Units

(8)

86,400,000

​

​

​

​

​

6,880

​

1,470

​

​

​

​

​

​

​

​

​

​

​

​

23,896

​

18,196

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

NRI Clinical Research, LLC

​

September 8, 2011

Clinical Research Service Provider

​

​

​

​

​

​

​

​

​

​

​

34

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

September 30, 2022
(dollars in thousands)

​

(Unaudited)
(37) Index based floating interest rate is subject to contractual maximum index rate of 1.50% as of September 30, 2022.
(38)Warrants are presented in equivalent shares/units with a strike price of $1.00 per share/unit.
(39)Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investment in this portfolio company will not be finally determined until such process is complete.As noted in footnote (14), our debt investment in this portfolio company is on non-accrual status.

34

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

Secured Debt

​

​

9.00%

6/8/2022

​

5,620

​

5,572

​

5,620

​

​

​

​

Warrants

(27)

251,723

​

6/8/2027

​

​

​

252

​

1,490

​

​

​

​

Member Units

(8)

1,454,167

​

​

​

​

​

765

​

5,600

​

​

​

​

​

​

​

​

​

​

​

​

6,589

​

12,710

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

NRP Jones, LLC

​

December 22, 2011

Manufacturer of Hoses, Fittings and Assemblies

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

3/20/2023

​

2,080

​

2,080

​

2,080

​

​

​

​

Member Units

(8)

65,962

​

​

​

​

​

3,717

​

2,821

​

​

​

​

​

​

​

​

​

​

​

​

5,797

​

4,901

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

NuStep, LLC

​

January 31, 2017

Designer, Manufacturer and Distributor of Fitness Equipment

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

1/31/2022

​

17,240

​

17,193

​

17,193

​

​

​

​

Preferred Member Units

​

406

​

​

​

​

​

10,200

​

10,780

​

​

​

​

​

​

​

​

​

​

​

​

27,393

​

27,973

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

OMi Holdings, Inc.

​

April 1, 2008

Manufacturer of Overhead Cranes

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common Stock

(8)

1,500

​

​

​

​

​

1,080

​

20,380

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pearl Meyer Topco LLC

​

April 27, 2020

Provider of Executive Compensation Consulting Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

4/27/2025

​

37,513

​

37,202

​

37,202

​

​

​

​

Member Units

(8)

13,800

​

​

​

​

​

13,000

​

15,940

​

​

​

​

​

​

​

​

​

​

​

​

50,202

​

53,142

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pegasus Research Group, LLC

​

January 6, 2011

Provider of Telemarketing and Data Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(8)

460

​

​

​

​

​

1,290

​

8,830

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

PPL RVs, Inc.

​

June 10, 2010

Recreational Vehicle Dealer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.50% (L+7.00%, Floor 0.50%)

11/15/2022

​

11,855

​

11,781

​

11,806

​

​

​

​

Common Stock

(8)

2,000

​

​

​

​

​

2,150

​

11,500

​

​

​

​

​

​

​

​

​

​

​

​

13,931

​

23,306

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Principle Environmental, LLC (d/b/a TruHorizon Environmental Solutions)

​

February 1, 2011

Noise Abatement Service Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

13.00%

4/30/2023

​

6,397

​

6,335

​

6,397

​

​

​

​

Preferred Member Units

(8)

19,631

​

​

​

​

​

4,600

​

10,500

​

​

​

​

Warrants

(27)

1,018

​

1/31/2021

​

​

​

1,200

​

870

​

​

​

​

​

​

​

​

​

​

​

​

12,135

​

17,767

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Quality Lease Service, LLC

​

June 8, 2015

Provider of Rigsite Accommodation Unit Rentals and Related Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

​

1,000

​

​

​

​

​

11,063

​

4,460

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

River Aggregates, LLC

​

March 30, 2011

Processor of Construction Aggregates

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(30)

1,500

​

​

​

​

​

369

​

3,240

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

35

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments
December 31, 2021
(dollars in thousands)

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Control Investments (5)
Analytical Systems Keco Holdings, LLCManufacturer of Liquid and Gas Analyzers
Secured Debt(9)8/16/201912.00 %L +10.00%8/16/2024$4,945 $4,736 $4,736 
Preferred Member Units8/16/20193,2003,200 — 
Preferred Member Units5/20/20212,4272,427 4,894 
Warrants(27)8/16/20194208/16/2029316 — 
10,679 9,630 
ASC Interests, LLCRecreational and Educational Shooting Facility
Secured Debt12/31/201913.00 %7/31/2022200 200 200 
Secured Debt8/1/201313.00 %7/31/20221,650 1,636 1,636 
Member Units8/1/20131,5001,500 720 
3,336 2,556 
ATS Workholding, LLC(10)Manufacturer of Machine Cutting Tools and Accessories
Secured Debt(14)11/16/20175.00 %8/16/20234,794 4,635 3,005 
Preferred Member Units11/16/20173,725,8623,726 — 
8,361 3,005 
Barfly Ventures, LLC(10)Casual Restaurant Group
Secured Debt10/15/20207.00 %10/31/2024711 711 711 
Member Units10/26/2020371,584 1,930 
2,295 2,641 
Bolder Panther Group, LLCConsumer Goods and Fuel Retailer
Secured Debt(9)12/31/202010.50 %L +9.00%12/31/202539,000 38,687 39,000 
Class A Preferred Member Units(8)12/31/202014.00 %10,194 10,194 
Class B Preferred Member Units(8)12/31/2020140,0008.00 %14,000 23,170 
62,881 72,364 
Brewer Crane Holdings, LLCProvider of Crane Rental and Operating Services
Secured Debt(9)1/9/201811.00 %L +10.00%1/9/20238,060 8,037 8,037 
Preferred Member Units(8)1/9/20182,9504,280 7,710 
12,317 15,747 
Bridge Capital Solutions CorporationFinancial Services and Cash Flow Solutions Provider
Secured Debt7/25/201613.00 %12/11/20248,813 8,813 8,813 
Warrants(27)7/25/2016827/25/20262,132 4,060 
Secured Debt(30)7/25/201613.00 %12/11/20241,000 1,000 1,000 
35
Table of contents
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)

December 31, 2020

2021

(dollars in thousands)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Preferred Member Units(8) (30)7/25/201617,7421,000 1,000 
12,945 14,873 
Café Brazil, LLCCasual Restaurant Group
Member Units(8)6/9/20061,2331,742 2,570 
California Splendor Holdings LLCProcessor of Frozen Fruits
Secured Debt(9)3/30/201811.00 %L +10.00%3/30/202328,000 27,915 27,915 
Preferred Member Units(8)7/31/20196,72515.00 %15.00 %9,510 9,510 
Preferred Member Units(8)3/30/20186,15710,775 13,275 
48,200 50,700 
CBT Nuggets, LLCProduces and Sells IT Training Certification Videos



Member Units(8)6/1/2006416


1,300 50,620 
Centre Technologies Holdings, LLCProvider of IT Hardware Services and Software Solutions



Secured Debt(9)1/4/2019

12.00 %L +10.00%1/4/20249,416 9,370 8,864 



Preferred Member Units1/4/201912,696


5,840 5,840 








15,210 14,704 
Chamberlin Holding LLCRoofing and Waterproofing Specialty Contractor



Secured Debt(9)2/26/2018

9.00 %L +8.00%2/26/202317,817 17,738 17,817 



Member Units(8)2/26/20184,347


11,440 24,140 



Member Units(8) (30)11/2/20181,047,146


1,322 1,540 








30,500 43,497 
Charps, LLCPipeline Maintenance and Construction



Unsecured Debt8/26/2020

10.00 %1/31/20245,694 4,599 5,694 



Preferred Member Units(8)2/3/20171,829


1,963 13,990 








6,562 19,684 
Clad-Rex Steel, LLCSpecialty Manufacturer of Vinyl-Clad Metal



Secured Debt(9)12/20/2016

10.50 %L +9.50%1/15/202410,480 10,401 10,401 



Member Units(8)12/20/2016717


7,280 10,250 



Secured Debt12/20/2016

10.00 %12/20/20361,081 1,071 1,071 



Member Units(30)12/20/2016800


210 530 








18,962 22,252 
CMS Minerals InvestmentsOil & Gas Exploration & Production

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Tedder Industries, LLC

​

August 31, 2018

Manufacturer of Firearm Holsters and Accessories

​

​

​

​

​

​

​

​

​

​

​

​

���

​

​

Secured Debt

​

​

12.00%

8/31/2023

​

16,400

​

16,301

​

16,301

​

​

​

​

Preferred Member Units

​

479

​

​

​

​

​

8,136

​

8,136

​

​

​

​

​

​

​

​

​

​

​

​

24,437

​

24,437

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Trantech Radiator Topco, LLC

​

May 31, 2019

Transformer Cooling Products and Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

5/31/2024

​

8,720

​

8,644

​

8,644

​

​

​

​

Common Stock

(8)

615

​

​

​

​

​

4,655

​

6,030

​

​

​

​

​

​

​

​

​

​

​

​

13,299

​

14,674

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

UnionRock Energy Fund II, LP

(12) (13)

June 15, 2020

Oil & Gas Exploration & Production

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests

(31)

49.6%

​

​

​

​

​

2,894

​

2,894

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Vision Interests, Inc.

​

June 5, 2007

Manufacturer / Installer of Commercial Signage

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(17)

​

13.00%

9/30/2019

​

2,028

​

2,028

​

2,028

​

​

​

​

Series A Preferred Stock

​

3,000,000

​

​

​

​

​

3,000

​

3,160

​

​

​

​

​

​

​

​

​

​

​

​

5,028

​

5,188

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Ziegler's NYPD, LLC

​

October 1, 2008

Casual Restaurant Group

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

6.50%

10/1/2022

​

1,000

​

1,000

​

979

​

​

​

​

Secured Debt

​

​

12.00%

10/1/2022

​

625

​

625

​

625

​

​

​

​

Secured Debt

​

​

14.00%

10/1/2022

​

2,750

​

2,750

​

2,750

​

​

​

​

Warrants

(27)

587

​

10/1/2025

​

​

​

600

​

-

​

​

​

​

Preferred Member Units

​

10,072

​

​

​

​

​

2,834

​

1,780

​

​

​

​

​

​

​

​

​

​

​

​

7,809

​

6,134

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Subtotal Control Investments (73.5% of net assets at fair value)

​

​

​

​

​

​

​

​

​

​

$

831,490

$

1,113,725

36

​

​

36

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

2021

(dollars in thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Affiliate Investments (6)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

AAC Holdings, Inc.

(11)

June 30, 2017

Substance Abuse Treatment Service Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(19)

​

18.00% (10.00% Cash, 8.00% PIK)

6/25/2025

​

9,406

​

9,187

​

9,187

​

​

​

​

Common Stock

​

593,928

​

​

​

​

​

3,148

​

3,148

​

​

​

​

Warrants

(27)

554,353

​

12/11/2025

​

​

​

-

​

2,938

​

​

​

​

​

​

​

​

​

​

​

​

12,335

​

15,273

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

AFG Capital Group, LLC

​

November 7, 2014

Provider of Rent-to-Own Financing Solutions and Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

10.00%

5/25/2022

​

491

​

491

​

491

​

​

​

​

Preferred Member Units

​

186

​

​

​

​

​

1,200

​

5,810

​

​

​

​

​

​

​

​

​

​

​

​

1,691

​

6,301

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

American Trailer Rental Group LLC

​

June 7, 2017

Provider of Short-term Trailer and Container Rental

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(30)

73,493

​

​

​

​

​

8,596

​

16,010

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

BBB Tank Services, LLC

​

April 8, 2016

Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unsecured Debt

(9)

​

12.00% (L+11.00%, Floor 1.00%)

4/8/2021

​

4,800

​

4,773

​

4,722

​

​

​

​

Preferred Stock (non-voting)

(8) (19)

​

15.00% PIK

​

​

​

​

151

​

151

​

​

​

​

Member Units

​

800,000

​

​

​

​

​

800

​

280

​

​

​

​

​

​

​

​

​

​

​

​

5,724

​

5,153

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Boccella Precast Products LLC

​

June 30, 2017

Manufacturer of Precast Hollow Core Concrete

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

(8)

2,160,000

​

​

​

​

​

2,256

​

6,040

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Buca C, LLC

​

June 30, 2015

Casual Restaurant Group

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (17)

​

10.25% (L+9.25%, Floor 1.00%)

6/30/2020

​

19,004

​

19,004

​

14,256

​

​

​

​

Preferred Member Units

(8) (19)

6

6.00% PIK

​

​

​

​

4,770

​

-

​

​

​

​

​

​

​

​

​

​

​

​

23,774

​

14,256

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

CAI Software LLC

​

October 10, 2014

Provider of Specialized Enterprise Resource Planning Software

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.50%

12/7/2023

​

47,474

​

47,133

​

47,474

​

​

​

​

Member Units

(8)

77,960

​

​

​

​

​

2,095

​

7,190

​

​

​

​

​

​

​

​

​

​

​

​

49,228

​

54,664

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Chandler Signs Holdings, LLC

(10)

January 4, 2016

Sign Manufacturer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class A Units

​

1,500,000

​

​

​

​

​

1,500

​

1,460

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Charlotte Russe, Inc

(11)

May 28, 2013

Fast-Fashion Retailer to Young Women

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common Stock

​

19,041

​

​

​

​

​

3,141

​

-

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Classic H&G Holdings, LLC

​

March 12, 2020

Provider of Engineered Packaging Solutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

3/12/2025

​

24,800

​

24,583

​

24,800

​

​

​

​

Preferred Member Units

(8)

154

​

​

​

​

​

5,760

​

9,510

​

​

​

​

​

​

​

​

​

​

​

​

30,343

​

34,310

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)



Member Units(8) (30)4/1/2016100


1,838 1,974 
Cody Pools, Inc.Designer of Residential and Commercial Pools



Secured Debt(9)3/6/2020

12.25 %L +10.50%12/17/202642,497 42,117 42,484 



Preferred Member Units(8) (30)3/6/2020587


8,317 47,640 








50,434 90,124 
Colonial Electric Company LLCProvider of Electrical Contracting Services



Secured Debt3/31/2021

12.00 %3/31/202624,570 24,351 24,351 



Preferred Member Units(8)3/31/202117,280


7,680 9,130 








32,031 33,481 
CompareNetworks Topco, LLCInternet Publishing and Web Search Portals



Secured Debt(9)1/29/2019

10.00 %L +9.00%1/29/20246,477 6,452 6,477 



Preferred Member Units(8)1/29/20191,975


1,975 12,000 








8,427 18,477 
Copper Trail Fund Investments(12) (13)Investment Partnership



LP Interests (CTMH, LP)(31)7/17/201738.8 %


710 710 
Datacom, LLCTechnology and Telecommunications Provider



Secured Debt3/31/2021

5.00 %12/31/20258,892 8,296 7,668 



Preferred Member Units3/31/20219,000


2,610 2,610 








10,906 10,278 
Digital Products Holdings LLCDesigner and Distributor of Consumer Electronics



Secured Debt(9)4/1/2018

11.00 %L +10.00%4/1/202316,853 16,801 16,801 



Preferred Member Units(8)4/1/20183,857


9,501 9,835 








26,302 26,636 
Direct Marketing Solutions, Inc.Provider of Omni-Channel Direct Marketing Services



Secured Debt(9)2/13/2018

12.00 %L +11.00%2/13/202424,070 23,911 24,048 



Preferred Stock(8)2/13/20188,400


8,400 18,350 








32,311 42,398 
Gamber-Johnson Holdings, LLCManufacturer of Ruggedized Computer Mounting Systems



Secured Debt(9)6/24/2016

9.50 %L +7.50%1/1/202521,598 21,535 21,598 



Member Units(8)6/24/20169,042


17,692 49,700 








39,227 71,298 
Garreco, LLCManufacturer and Supplier of Dental Products



Secured Debt(9) (35)7/15/2013

9.00 %L +8.00%7/31/20224,196 4,196 4,196 



Member Units(8)7/15/20131,200


1,200 2,270 

37

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

2021

(dollars in thousands)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)








5,396 6,466 
GRT Rubber Technologies LLCManufacturer of Engineered Rubber Products



Secured Debt12/19/2014

8.10 %L +8.00%10/29/202638,885 38,672 38,885 



Member Units(8)12/19/20145,879


13,065 46,190 








51,737 85,075 
Gulf Manufacturing, LLCManufacturer of Specialty Fabricated Industrial Piping Products



Member Units(8)8/31/2007438


2,980 5,640 
Gulf Publishing Holdings, LLCEnergy Industry Focused Media and Publishing



Secured Debt(9) (17)9/29/2017

10.50 %L +9.50%5.25 %9/30/2020257 257 257 



Secured Debt(17)4/29/2016

12.50 %6.25 %4/29/202113,565 13,565 9,717 



Member Units4/29/20163,681


3,681 — 








17,503 9,974 
Harris Preston Fund Investments(12) (13)Investment Partnership



LP Interests (2717 MH, L.P.)(31)10/1/201749.3 %


2,703 3,971 
Harrison Hydra-Gen, Ltd.Manufacturer of Hydraulic Generators



Common Stock6/4/2010107,456


718 3,530 
Jensen Jewelers of Idaho, LLCRetail Jewelry Store



Secured Debt(9)11/14/2006

10.00 %P +6.75%11/14/20232,550 2,536 2,550 



Member Units(8)11/14/2006627


811 12,420 








3,347 14,970 
Johnson Downie Opco, LLCExecutive Search Services



Secured Debt(9)12/10/2021

13.00 %L +11.50%12/10/202611,475 11,344 11,344 



Preferred Equity12/10/20213,150


3,150 3,150 








14,494 14,494 
KBK Industries, LLCManufacturer of Specialty Oilfield and Industrial Products



Member Units(8)1/23/2006325


783 13,620 
Kickhaefer Manufacturing Company, LLCPrecision Metal Parts Manufacturing



Secured Debt10/31/2018

11.50 %10/31/202320,415 20,324 20,324 



Member Units10/31/2018581


12,240 12,310 



Secured Debt10/31/2018

9.00 %10/31/20483,915 3,876 3,876 



Member Units(8) (30)10/31/2018800


992 2,460 








37,432 38,970 
38

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Congruent Credit Opportunities Funds

(12) (13)

January 24, 2012

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (Congruent Credit Opportunities Fund
II, LP)

(31)

19.8%

​

​

​

​

​

4,449

​

94

​

​

​

​

LP Interests (Congruent Credit Opportunities Fund
III, LP)

(8) (31)

17.4%

​

​

​

​

​

11,741

​

11,540

​

​

​

​

​

​

​

​

​

​

​

​

16,190

​

11,634

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (Copper Trail Energy Fund I, LP)

(8) (31)

12.4%

​

​

​

​

​

2,161

​

1,782

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Dos Rios Partners

(12) (13)

April 25, 2013

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (Dos Rios Partners, LP)

(31)

20.2%

​

​

​

​

​

6,605

​

5,417

​

​

​

​

LP Interests (Dos Rios Partners - A, LP)

(31)

6.4%

​

​

​

​

​

2,097

​

1,720

​

​

​

​

​

​

​

​

​

​

​

​

8,702

​

7,137

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

East Teak Fine Hardwoods, Inc.

​

April 13, 2006

Distributor of Hardwood Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common Stock

​

6,250

​

​

​

​

​

480

​

300

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

EIG Fund Investments

(12) (13)

November 6, 2015

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (EIG Global Private Debt Fund-A, L.P.)

(8) (31)

11.1%

​

​

​

​

​

739

​

526

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Freeport Financial Funds

(12) (13)

June 13, 2013

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (Freeport Financial SBIC Fund LP)

(31)

9.3%

​

​

​

​

​

5,974

​

5,264

​

​

​

​

LP Interests (Freeport First Lien Loan Fund III LP)

(8) (31)

6.0%

​

​

​

​

​

10,785

​

10,321

​

​

​

​

​

​

​

​

​

​

​

​

16,759

​

15,585

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Harris Preston Fund Investments

(12) (13)

August 9, 2017

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (HPEP 3, L.P.)

(31)

8.2%

​

​

​

​

​

3,071

​

3,258

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Hawk Ridge Systems, LLC

(13)

December 2, 2016

Value-Added Reseller of Engineering Design and Manufacturing Solutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

11.00%

12/2/2023

​

18,400

​

18,366

​

18,400

​

​

​

​

Preferred Member Units

(8)

226

​

​

​

​

​

2,850

​

8,030

​

​

​

​

Preferred Member Units

(30)

226

​

​

​

​

​

150

​

420

​

​

​

​

​

​

​

​

​

​

​

​

21,366

​

26,850

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

38

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

2021

(dollars in thousands)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Market Force Information, LLCProvider of Customer Experience Management Services



Secured Debt(9)7/28/2017

12.00 %L +11.00%7/28/20233,400 3,400 3,400 



Secured Debt(17)7/28/2017

12.00 %12.00 %7/28/202326,079 25,952 8,936 



Member Units7/28/2017743,921


16,642 — 








45,994 12,336 
MH Corbin Holding LLCManufacturer and Distributor of Traffic Safety Products



Secured Debt8/31/2015

13.00 %3/31/20228,250 8,241 5,934 



Preferred Member Units3/15/201966,000


4,400 — 



Preferred Member Units9/1/20154,000


6,000 — 








18,641 5,934 
MS Private Loan Fund I, LP(12) (13)Investment Partnership



Unsecured Debt2/11/2021

5.00 %2/28/202263,151 63,151 63,151 



LP Interests(31)1/26/202112.1 %


2,500 2,581 








65,651 65,732 
MSC Adviser I, LLC(16)Third Party Investment Advisory Services



Member Units(8)11/22/2013



29,500 140,400 
Mystic Logistics Holdings, LLCLogistics and Distribution Services Provider for Large Volume Mailers



Secured Debt8/18/2014

12.00 %1/17/20226,378 6,377 6,378 



Common Stock(8)8/18/20145,873


2,720 8,840 








9,097 15,218 
NAPCO Precast, LLCPrecast Concrete Manufacturing



Member Units(8)1/31/20082,955


2,975 13,560 
Nebraska Vet AcquireCo, LLCMixed-Animal Veterinary and Animal Health Product Provider



Secured Debt12/31/2020

12.00 %12/31/202510,500 10,412 10,412 



Secured Debt12/31/2020

12.00 %12/31/20254,868 4,829 4,829 



Preferred Member Units12/31/20206,987


6,987 7,700 
39

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Houston Plating and Coatings, LLC

​

January 8, 2003

Provider of Plating and Industrial Coating Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unsecured Convertible Debt

​

​

8.00%

5/1/2022

​

3,000

​

3,000

​

2,900

​

​

​

​

Member Units

(8)

322,297

​

​

​

​

​

2,352

​

5,080

​

​

​

​

​

​

​

​

​

​

​

​

5,352

​

7,980

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

I-45 SLF LLC

(12) (13)

October 20, 2015

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units (Fully diluted 20.0%; 24.40% profits
interest) (8)

(8) (31)

20.00% Fully Diluted, 24.40% Profits Interest

​

​

​

​

​

20,200

​

15,789

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

L.F. Manufacturing Holdings, LLC

(10)

December 23, 2013

Manufacturer of Fiberglass Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Preferred Member Units (non-voting)

(8) (19)

​

14.00% PIK

​

​

​

​

93

​

93

​

​

​

​

Member Units

​

2,179,001

​

​

​

​

​

2,019

​

2,050

​

​

​

​

​

​

​

​

​

​

​

​

2,112

​

2,143

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

OnAsset Intelligence, Inc.

​

April 18, 2011

Provider of Transportation Monitoring / Tracking Products and Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(19)

​

12.00% PIK

6/30/2021

​

7,301

​

7,301

​

7,301

​

​

​

​

Unsecured Debt

(19)

​

10.00% PIK

6/30/2021

​

64

​

64

​

64

​

​

​

​

Preferred Stock

​

912

​

​

​

​

​

1,981

​

-

​

​

​

​

Warrants

(27)

5,333

​

4/18/2021

​

​

​

1,919

​

-

​

​

​

​

​

​

​

​

​

​

​

​

11,265

​

7,365

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

PCI Holding Company, Inc.

​

December 18, 2012

Manufacturer of Industrial Gas Generating Systems

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Preferred Stock

​

1,500,000

​

​

​

​

​

3,927

​

4,130

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)

​

January 8, 2013

Provider of Rigsite Accommodation Unit Rentals and Related Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(14) (32)

​

12.00%

1/8/2018

​

30,369

​

29,865

​

-

​

​

​

​

Preferred Member Units

​

250

​

​

​

​

​

2,500

​

-

​

​

​

​

​

​

​

​

​

​

​

​

32,365

​

-

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Salado Stone Holdings, LLC

(10)

June 27, 2016

Limestone and Sandstone Dimension Cut Stone Mining Quarries

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class A Preferred Units

(30)

2,000,000

​

​

​

​

​

2,000

​

1,250

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Slick Innovations, LLC

​

September 13, 2018

Text Message Marketing Platform

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

13.00%

9/13/2023

​

5,720

​

5,605

​

5,719

​

​

​

​

Common Stock

​

70,000

​

​

​

​

​

700

​

1,330

​

​

​

​

Warrants

(27)

18,084

​

9/13/2028

​

​

​

181

​

360

​

​

​

​

​

​

​

​

​

​

​

​

6,486

​

7,409

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

SI East, LLC

​

August 31, 2018

Rigid Industrial Packaging Manufacturing

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

9.50%

8/31/2023

​

32,963

​

32,760

​

32,962

​

​

​

​

Preferred Member Units

(8)

157

​

​

​

​

​

6,000

​

9,780

​

​

​

​

​

​

​

​

​

​

​

​

38,760

​

42,742

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Superior Rigging & Erecting Co.

​

August 31, 2020

Provider of Steel Erection, Crane Rental & Rigging Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

8/31/2025

​

21,500

​

21,298

​

21,298

39

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

2021

(dollars in thousands)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)








22,228 22,941 
NexRev LLCProvider of Energy Efficiency Products & Services



Secured Debt2/28/2018

11.00 %2/28/202316,217 16,173 14,045 



Preferred Member Units(8)2/28/201886,400,000


6,880 2,690 








23,053 16,735 
NRP Jones, LLCManufacturer of Hoses, Fittings and Assemblies



Secured Debt12/21/2017

12.00 %3/20/20232,080 2,080 2,080 



Member Units(8)12/22/201165,962


3,717 6,440 








5,797 8,520 
NuStep, LLCDesigner, Manufacturer and Distributor of Fitness Equipment



Secured Debt(9)1/31/2017

7.50 %L +6.50%1/31/20251,720 1,720 1,720 


Secured Debt1/31/2017

11.00 %1/31/202517,240 17,236 17,240 


Preferred Member Units1/31/2017406


10,200 13,500 







29,156 32,460 
OMi Topco, LLCManufacturer of Overhead Cranes


Secured Debt8/31/2021

12.00 %8/31/202618,000 17,831 18,000 


Preferred Member Units(8)4/1/2008900


1,080 20,210 







18,911 38,210 
Orttech Holdings, LLCDistributor of Industrial Clutches, Brakes and Other Components




Secured Debt(9)7/30/2021

12.00 %L +11.00%7/31/202624,375 24,151 24,151 



Preferred Stock(8) (30)7/30/202110,000


10,000 10,000 








34,151 34,151 
Pearl Meyer Topco LLCProvider of Executive Compensation Consulting Services


Secured Debt4/27/2020

12.00 %4/27/202532,674 32,438 32,674 


Member Units(8)4/27/202013,800


13,000 26,970 







45,438 59,644 
PPL RVs, Inc.Recreational Vehicle Dealer


Secured Debt(9)10/31/2019

7.50 %L +7.00%11/15/2022750 726 726 


Secured Debt(9)11/15/2016

7.50 %L +7.00%11/15/202211,655 11,655 11,655 


Common Stock(8)6/10/20102,000


2,150 14,360 







14,531 26,741 
Principle Environmental, LLCNoise Abatement Service Provider


Secured Debt2/1/2011

13.00 %11/15/20261,473 1,465 1,465 


Secured Debt7/1/2011

13.00 %11/15/20265,924 5,808 5,808 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

Preferred Member Units

​

1,473

​

​

​

​

​

4,500

​

4,500

​

​

​

​

​

​

​

​

​

​

​

​

25,798

​

25,798

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

UniTek Global Services, Inc.

(11)

April 15, 2011

Provider of Outsourced Infrastructure Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.50% (L+6.50% Floor 1.00%)

8/20/2024

​

2,708

​

2,687

​

2,426

​

​

​

​

Preferred Stock

(8) (19)

1,133,102

20.00% PIK

​

​

​

​

1,441

​

2,832

​

​

​

​

Preferred Stock

(8) (19)

1,521,122

20.00% PIK

​

​

​

​

2,188

​

375

​

​

​

​

Preferred Stock

(19)

2,281,682

19.00% PIK

​

​

​

​

3,667

​

-

​

​

​

​

Preferred Stock

(19)

4,336,866

13.50% PIK

​

​

​

​

7,924

​

-

​

​

​

​

Common Stock

​

945,507

​

​

​

​

​

-

​

-

​

​

​

​

​

​

​

​

​

​

​

​

17,907

​

5,633

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Universal Wellhead Services Holdings, LLC

(10)

October 30, 2014

Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Preferred Member Units

(19) (30)

716,949

14.00% PIK

​

​

​

​

1,032

​

-

​

​

​

​

Member Units

(30)

4,000,000

​

​

​

​

​

4,000

​

-

​

​

​

​

​

​

​

​

​

​

​

​

5,032

​

-

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Volusion, LLC

​

January 26, 2015

Provider of Online Software-as-a-Service eCommerce Solutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(17)

​

11.50%

1/26/2020

​

20,234

​

20,234

​

19,242

​

​

​

​

Unsecured Convertible Debt

​

​

8.00%

11/16/2023

​

409

​

409

​

291

​

​

​

​

Preferred Member Units

​

4,876,670

​

​

​

​

​

14,000

​

5,990

​

​

​

​

Warrants

(27)

1,831,355

​

1/26/2025

​

​

​

2,576

​

-

​

​

​

​

​

​

​

​

​

​

​

​

37,219

​

25,523

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Subtotal Affiliate Investments (24.2% of net assets at fair value)

​

​

​

​

​

​

​

​

​

​

$

416,479

$

366,301

40

​

​

40

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

2021

(dollars in thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-Control/Non-Affiliate Investments (7)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Acousti Engineering Company of Florida, Inc.

(10)

November 2, 2020

Interior Subcontractor Providing Acoustical Walls and Ceilings

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

10.00% (L+8.50%, Floor 1.50%)

10/31/2025

​

13,000

​

12,858

​

12,858

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Adams Publishing Group, LLC

(10)

November 19, 2015

Local Newspaper Operator

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.75% (L+7.00%, Floor 1.75%)

7/3/2023

​

5,863

​

5,745

​

5,813

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

ADS Tactical, Inc.

(10)

March 7, 2017

Value-Added Logistics and Supply Chain Provider to the Defense Industry

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.25%, Floor 0.75%)

7/26/2023

​

19,633

​

19,529

​

19,633

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Aethon United BR LP

(10)

September 8, 2017

Oil & Gas Exploration & Production

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.75% (L+6.75%, Floor 1.00%)

9/8/2023

​

9,750

​

9,659

​

9,544

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Affordable Care Holding Corp.

(10)

May 9, 2019

Dental Support Organization

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

5.75% (L+4.75%, Floor 1.00%)

10/22/2022

​

14,246

​

14,066

​

14,044

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

ALKU, LLC.

(11)

October 18, 2019

Specialty National Staffing Operator

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

5.75% (L+5.50%)

7/29/2026

​

9,466

​

9,385

​

9,478

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

American Nuts, LLC

(10)

April 10, 2018

Roaster, Mixer and Packager of Bulk Nuts and Seeds

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.00% (L+8.00%, Floor 1.00%)

4/10/2023

​

12,130

​

11,954

​

12,111

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

American Teleconferencing Services, Ltd.

(11)

May 19, 2016

Provider of Audio Conferencing and Video Collaboration Solutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.50% (L+6.50%, Floor 1.00%)

6/8/2023

​

17,358

​

16,634

​

8,071

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

APTIM Corp.

(11)

August 17, 2018

Engineering, Construction & Procurement

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

7.75%

6/15/2025

​

12,452

​

11,063

​

9,734

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Arcus Hunting LLC

(10)

January 6, 2015

Manufacturer of Bowhunting and Archery Products and Accessories

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

11.00% (L+10.00%, Floor 1.00%)

3/31/2021

​

11,009

​

11,009

​

11,009

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Arrow International, Inc

(10)

December 21, 2020

Manufacturer and Distributor of Charitable Gaming Supplies

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (23)

​

9.23% (L+7.98%, Floor 1.25%)

12/21/2025

​

10,000

​

9,901

​

9,901

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)


Preferred Member Units2/1/201121,806


5,709 11,160 


Common Stock1/27/20211,037


1,200 710 







14,182 19,143 
Quality Lease Service, LLCProvider of Rigsite Accommodation Unit Rentals and Related Services


Member Units6/8/20151,000


9,213 2,149 
River Aggregates, LLCProcessor of Construction Aggregates


Member Units(8) (30)12/20/20131,500


369 3,280 
Robbins Bros. Jewelry, Inc.Bridal Jewelry Retailer


Secured Debt(9)12/15/2021

12.00 %L +11.00%12/15/202636,360 35,956 35,956 


Preferred Equity12/15/202111,070


11,070 11,070 







47,026 47,026 
Tedder Industries, LLCManufacturer of Firearm Holsters and Accessories


Secured Debt8/31/2018

12.00 %8/31/202216,240 16,181 16,181 


Preferred Member Units8/31/2018505


8,579 8,579 







24,760 24,760 
Televerde, LLCProvider of Telemarketing and Data Services


Member Units1/6/2011460


1,290 7,280 

Trantech Radiator Topco, LLCTransformer Cooling Products and Services




Secured Debt5/31/2019

12.00 %5/31/20248,720 8,663 8,712 



Common Stock(8)5/31/2019615


4,655 8,660 








13,318 17,372 
UnionRock Energy Fund II, LP(12) (13)Investment Partnership



LP Interests(8) (31)6/15/202049.6 %


3,828 6,122 
Vision Interests, Inc.Manufacturer / Installer of Commercial Signage



Series A Preferred Stock12/23/20113,000,000


3,000 3,000 
VVS Holdco LLCOmnichannel Retailer of Animal Health Products



Secured Debt(9)(30)12/1/2021

7.00 %L +6.00%12/1/20261,200 1,170 1,169 

41

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

2021

(dollars in thousands)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)



Secured Debt(30)12/1/2021

11.50 %12/1/202630,400 30,100 30,100 



Preferred Equity(30)12/1/202111,840


11,840 11,840 








43,110 43,109 
Ziegler’s NYPD, LLCCasual Restaurant Group



Secured Debt6/1/2015

12.00 %10/1/2022625 625 625 



Secured Debt10/1/2008

6.50 %10/1/20221,000 1,000 1,000 



Secured Debt10/1/2008

14.00 %10/1/20222,750 2,750 2,750 



Preferred Member Units6/30/201510,072


2,834 2,130 



Warrants(27)7/1/201558710/1/2025

600 — 








7,809 6,505 
Subtotal Control Investments (83.3% of net assets at fair value)







$1,107,597 $1,489,257 










Affiliate Investments (6)
AAC Holdings, Inc.(11)Substance Abuse Treatment Service Provider



Secured Debt12/11/2020

18.00 %8.00 %6/25/2025$10,202 $10,011 $9,794 



Common Stock12/11/2020593,928


3,148 2,079 



Warrants(27)12/11/2020554,35312/11/2025

— 1,940 








13,159 13,813 
AFG Capital Group, LLCProvider of Rent-to-Own Financing Solutions and Services



Secured Debt4/25/2019

10.00 %5/25/2022144 144 144 



Preferred Member Units(8)11/7/2014186


1,200 7,740 








1,344 7,884 
ATX Networks Corp.(11)Provider of Radio Frequency Management Equipment



Secured Debt(9)9/1/2021

8.50 %L +7.50%9/1/20267,667 7,092 7,092 



Unsecured Debt9/1/2021

10.00 %10.00 %9/1/20283,067 1,963 1,963 



Common Stock9/1/2021583


— — 








9,055 9,055 
42

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

ASC Ortho Management Company, LLC

(10)

August 31, 2018

Provider of Orthopedic Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.50% (L+7.50%, Floor 1.00%)

8/31/2023

​

5,206

​

5,148

​

5,149

​

​

​

​

Secured Debt

(19)

​

13.25% PIK

12/1/2023

​

2,116

​

2,091

​

2,116

​

​

​

​

​

​

​

​

​

​

​

​

7,239

​

7,265

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

ATX Networks Corp.

(11) (13) (21)

June 30, 2015

Provider of Radio Frequency Management Equipment

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (19)

​

8.75% (7.25% Cash, 1.50% PIK) (1.50% PIK + L+6.25%, Floor 1.00%)

12/31/2023

​

13,402

​

13,342

​

12,263

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Berry Aviation, Inc.

(10)

July 6, 2018

Charter Airline Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(19)

​

12.00% (10.50% Cash, 1.5% PIK)

1/6/2024

​

4,624

​

4,595

​

4,624

​

​

​

​

Preferred Member Units

(8) (19) (30)

122,416

16.00% PIK

​

​

​

​

145

​

145

​

​

​

​

Preferred Member Units

(19) (30)

1,548,387

8.00% PIK

​

​

​

​

1,671

​

904

​

​

​

​

​

​

​

​

​

​

​

​

6,411

​

5,673

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

BigName Commerce, LLC

(10)

May 11, 2017

Provider of Envelopes and Complimentary Stationery Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.25% (L+7.25%, Floor 1.00%)

5/11/2022

​

2,044

​

2,037

​

2,011

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Binswanger Enterprises, LLC

(10)

March 10, 2017

Glass Repair and Installation Service Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.50% (L+8.50%, Floor 1.00%)

3/9/2022

​

12,958

​

12,798

​

12,958

​

​

​

​

Member Units

​

1,050,000

​

​

​

​

​

1,050

​

670

​

​

​

​

​

​

​

​

​

​

​

​

13,848

​

13,628

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

BLST Operating Company, LLC.

(11)

December 19, 2013

Multi-Channel Retailer of General Merchandise

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

10.00% (L+8.50%, Floor 1.50%)

8/28/2025

​

5,879

​

5,879

​

5,879

​

​

​

​

Common Stock

​

653

​

​

​

​

​

-

​

-

​

​

​

​

Warrants

(27)

70

​

8/28/2030

​

​

​

-

​

-

​

​

​

​

​

​

​

​

​

​

​

​

5,879

​

5,879

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Brainworks Software, LLC

(10)

August 12, 2014

Advertising Sales and Newspaper Circulation Software

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (14) (17)

​

12.50% (Prime+9.25%, Floor 3.25%)

7/22/2019

​

7,817

​

7,817

​

5,332

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Brightwood Capital Fund Investments

(12) (13)

July 21, 2014

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (Brightwood Capital Fund III, LP)

(8) (31)

1.6%

​

​

​

​

​

10,800

​

8,459

​

​

​

​

LP Interests (Brightwood Capital Fund IV, LP)

(8) (31)

0.6%

​

​

​

​

​

5,000

​

4,745

​

​

​

​

​

​

​

​

​

​

​

​

15,800

​

13,204

42

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

2021

(dollars in thousands)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
BBB Tank Services, LLCMaintenance, Repair and Construction Services to the Above-Ground Storage Tank Market



Unsecured Debt(9) (17)4/8/2016

12.00 %L +11.00%4/8/20214,800 4,800 2,508 



Preferred Stock (non-voting)(8)12/17/2018

15.00 %15.00 %


162 — 



Member Units4/8/2016800,000


800 — 








5,762 2,508 
Boccella Precast Products LLCManufacturer of Precast Hollow Core Concrete



Secured Debt9/23/2021

10.00 %2/28/2027320 320 320 



Member Units(8)6/30/20172,160,000


2,256 4,830 








2,576 5,150 
Brightwood Capital Fund Investments(12) (13)Investment Partnership



LP Interests (Brightwood Capital Fund V, LP)(31)7/12/202115.8 %


1,000 1,000 
Buca C, LLCCasual Restaurant Group



Secured Debt(9) (17)6/30/2015

10.25 %L +9.25%6/30/202019,491 19,491 14,370 



Preferred Member Units6/30/201566.00 %6.00 %


4,770 — 








24,261 14,370 
Career Team Holdings, LLCProvider of Workforce Training and Career Development Services



Secured Debt12/17/2021

12.50 %12/17/202620,250 20,050 20,050 



Class A Common Units12/17/2021450,000


4,500 4,500 








24,550 24,550 
Chandler Signs Holdings, LLC(10)Sign Manufacturer



Class A Units1/4/20161,500,000


1,500 460 
Classic H&G Holdings, LLCProvider of Engineered Packaging Solutions



Secured Debt(9)3/12/2020

7.00 %L +6.00%3/12/20254,000 4,000 4,000 



Secured Debt3/12/2020

8.00 %3/12/202519,274 19,139 19,274 



Preferred Member Units(8)3/12/2020154


5,760 15,260 








28,899 38,534 
Congruent Credit Opportunities Funds(12) (13)Investment Partnership



LP Interests (Congruent Credit Opportunities Fund III, LP)(8) (31)2/4/201517.4 %


10,256 9,959 
DMA Industries, LLCDistributor of aftermarket ride control products



Secured Debt11/19/2021

12.00 %11/19/202621,200 20,993 20,993 
43

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cadence Aerospace LLC

(10)

November 14, 2017

Aerostructure Manufacturing

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (19)

​

9.50% (4.25% Cash, 5.25% PIK) (5.25% PIK + L+3.25%, Floor 1.00%)

11/14/2023

​

27,703

​

27,484

​

26,359

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

California Pizza Kitchen, Inc.

(11)

August 29, 2016

Casual Restaurant Group

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

11.50% (L+10.00%, Floor 1.50%)

11/23/2024

​

7,700

​

7,288

​

7,315

​

​

​

​

Secured Debt

(9) (19)

​

13.50% (1.00% Cash, 12.50% PIK) (1.00% Cash, L+11.00% PIK, Floor 1.50%)

11/23/2024

​

2,657

​

2,590

​

2,524

​

​

​

​

Secured Debt

(9) (19)

​

15.00% (1.00% Cash, 14.00% PIK) (1.00% Cash, L+12.50% PIK, Floor 1.50%)

5/23/2025

​

2,291

​

2,291

​

1,833

​

​

​

​

Common Stock

​

169,088

​

​

​

​

​

949

​

1,860

​

​

​

​

​

​

​

​

​

​

​

​

13,118

​

13,532

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Central Security Group, Inc.

(11)

December 4, 2017

Security Alarm Monitoring Service Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

10/16/2025

​

6,891

​

6,891

​

5,823

​

​

​

​

Common Stock

​

329,084

​

​

​

​

​

1,481

​

1,645

​

​

​

​

​

​

​

​

​

​

​

​

8,372

​

7,468

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cenveo Corporation

(11)

September 4, 2015

Provider of Digital Marketing Agency Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

10.50% (L+9.50%, Floor 1.00%)

6/7/2023

​

5,250

​

5,129

​

4,909

​

​

​

​

Common Stock

​

177,130

​

​

​

​

​

5,309

​

2,613

​

​

​

​

​

​

​

​

​

​

​

​

10,438

​

7,522

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Chisholm Energy Holdings, LLC

(10)

May 15, 2019

Oil & Gas Exploration & Production

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.75% (L+6.25%, Floor 1.50%)

5/15/2026

​

3,571

​

3,498

​

3,274

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Clarius BIGS, LLC

(10)

September 23, 2014

Prints & Advertising Film Financing

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(14) (17) (19)

​

15.00% PIK

1/5/2015

​

2,832

​

2,832

​

31

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Clickbooth.com, LLC

(10)

December 5, 2017

Provider of Digital Advertising Performance Marketing Solutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.50% (L+8.50%, Floor 1.00%)

1/31/2025

​

7,850

​

7,750

​

7,850

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Construction Supply Investments, LLC

(10)

December 29, 2016

Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

​

​

​

​

​

​

​

5,637

​

8,617

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

43

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

2021

(dollars in thousands)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)



Preferred Equity11/19/20215,944


5,944 5,944 








26,937 26,937 
Dos Rios Partners(12) (13)Investment Partnership



LP Interests (Dos Rios Partners, LP)(31)4/25/201320.2 %


6,605 10,329 



LP Interests (Dos Rios Partners - A, LP)(31)4/25/20136.4 %


2,097 3,280 








8,702 13,609 
Dos Rios Stone Products LLC(10)Limestone and Sandstone Dimension Cut Stone Mining Quarries



Class A Preferred Units(30)6/27/20162,000,000


2,000 640 
EIG Fund Investments(12) (13)Investment Partnership



LP Interests (EIG Global Private Debt Fund-A, L.P.)(8) (31)11/6/20155,000,000


594 547 
Flame King Holdings, LLCPropane Tank and Accessories Distributor



Secured Debt(9)10/29/2021

7.50 %L +6.50%10/31/20266,400 6,324 6,324 



Secured Debt(9)10/29/2021

12.00 %L +11.00%10/31/202621,200 20,996 20,996 



Preferred Equity10/29/20219,360


10,400 10,400 








37,720 37,720 
Freeport Financial Funds(12) (13)Investment Partnership



LP Interests (Freeport Financial SBIC Fund LP)(31)3/23/20159.3 %


5,974 6,078 



LP Interests (Freeport First Lien Loan Fund III LP)(8) (31)7/31/20156.0 %


7,629 7,231 








13,603 13,309 
GFG Group, LLC.Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers



Secured Debt3/31/2021

12.00 %3/31/202612,545 12,435 12,545 



Preferred Member Units(8)3/31/2021226


4,900 6,990 








17,335 19,535 
Harris Preston Fund Investments(12) (13)Investment Partnership



LP Interests (HPEP 3, L.P.)(31)8/9/20178.2 %


3,193 4,712 
Hawk Ridge Systems, LLC(13)Value-Added Reseller of Engineering Design and Manufacturing Solutions



Secured Debt(9)12/2/2016

7.00 %L +6.00%1/15/20262,585 2,585 2,585 



Secured Debt12/2/2016

8.00 %1/15/202634,800 34,672 34,800 
44

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (CTEF I, LP)

​

375

​

​

​

​

​

-

​

67

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Corel Corporation

(11) (13) (21)

July 24, 2019

Publisher of Desktop and Cloud-based Software

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

5.23% (L+5.00%)

7/2/2026

​

19,403

​

18,580

​

19,124

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Darr Equipment LP

(10)

April 15, 2014

Heavy Equipment Dealer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(19)

​

12.50% (11.50% Cash, 1.00% PIK)

6/22/2023

​

5,959

​

5,959

​

5,959

​

​

​

​

Warrants

(29)

915,734

​

12/23/2023

​

​

​

474

​

-

​

​

​

​

​

​

​

​

​

​

​

​

6,433

​

5,959

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Digital River, Inc.

(11)

February 24, 2015

Provider of Outsourced e-Commerce Solutions and Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.00% (L+7.00%, Floor 1.00%)

2/12/2023

​

13,628

​

13,422

​

13,560

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

DTE Enterprises, LLC

(10)

April 13, 2018

Industrial Powertrain Repair and Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

10.00% (L+8.50%, Floor 1.50%)

4/13/2023

​

9,324

​

9,213

​

9,004

​

​

​

​

Class AA Preferred Member Units (non-voting)

(8) (19)

​

10.00% PIK

​

​

​

​

951

​

951

​

​

​

​

Class A Preferred Member Units

​

776,316

​

​

​

​

​

776

​

880

​

​

​

​

​

​

​

​

​

​

​

​

10,940

​

10,835

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Dynamic Communities, LLC

(10)

July 17, 2018

Developer of Business Events and Online Community Groups

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (19)

​

12.50% (6.25% Cash, 6.25% PIK) (L+11.50%, Floor 1.00%)

7/17/2023

​

5,320

​

5,256

​

4,921

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Eastern Wholesale Fence LLC

(10)

November 19, 2020

Manufacturer and Distributor of Residential and Commercial Fencing Solutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.50%, (L+6.50%, Floor 1.00%)

10/30/2025

​

11,857

​

11,523

​

11,523

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Echo US Holdings, LLC.

(10)

November 12, 2019

Developer and Manufacturer of PVC and Polypropylene Materials

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.88% (L+6.25%, Floor 1.63%)

10/25/2024

​

22,190

​

22,090

​

22,190

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Electronic Transaction Consultants, LLC

(10)

July 24, 2020

Technology Service Provider for Toll Road and Infrastructure Operators

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.50% (L+7.50%, Floor 1.00%)

7/24/2025

​

10,000

​

9,829

​

9,829

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

44

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

2021

(dollars in thousands)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)



Preferred Member Units(8)12/2/2016226


2,850 14,680 



Preferred Member Units(30)12/2/2016226


150 770 








40,257 52,835 
Houston Plating and Coatings, LLCProvider of Plating and Industrial Coating Services



Unsecured Convertible Debt5/1/2017

8.00 %5/1/20223,000 3,000 2,960 



Member Units(8)1/8/2003322,297


2,352 3,210 








5,352 6,170 
I-45 SLF LLC(12) (13)Investment Partnership



Member Units (Fully diluted 20.0%; 24.40% profits interest) (8)(8)10/20/2015



19,000 14,387 
Iron-Main Investments, LLCConsumer Reporting Agency Providing Employment Background Checks and Drug Testing



Secured Debt8/3/2021

13.00 %8/1/20264,600 4,557 4,557 



Secured Debt9/1/2021

12.50 %9/1/20263,200 3,170 3,170 



Secured Debt8/3/2021

12.50 %11/30/202620,000 19,805 19,805 



Secured Debt8/3/2021

12.50 %12.50 %3/31/20228,944 8,944 8,944 



Common Stock8/3/2021179,778


1,798 1,798 








38,274 38,274 
L.F. Manufacturing Holdings, LLC(10)Manufacturer of Fiberglass Products



Preferred Member Units (non-voting)(8)1/1/2019

14.00 %14.00 %


107 107 



Member Units12/23/20132,179,001


2,019 2,557 








2,126 2,664 
OnAsset Intelligence, Inc.Provider of Transportation Monitoring / Tracking Products and Services



Secured Debt5/20/2014

12.00 %12.00 %12/31/2022935 935 935 



Secured Debt3/21/2014

12.00 %12.00 %12/31/2022954 954 954 



Secured Debt5/10/2013

12.00 %12.00 %12/31/20222,055 2,055 2,055 



Secured Debt4/18/2011

12.00 %12.00 %12/31/20224,286 4,286 4,286 



Unsecured Debt6/5/2017

10.00 %10.00 %12/31/2022192 192 192 



Preferred Stock4/18/20119127.00 %7.00 %


1,981 — 
45

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

EnCap Energy Fund Investments

(12) (13)

December 28, 2010

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests (EnCap Energy Capital Fund VIII, L.P.)

(31)

0.1%

​

​

​

​

​

3,813

​

959

​

​

​

​

LP Interests (EnCap Energy Capital Fund VIII Co-
Investors, L.P.)

(31)

0.4%

​

​

​

​

​

2,097

​

465

​

​

​

​

LP Interests (EnCap Energy Capital Fund IX, L.P.)

(8) (31)

0.1%

​

​

​

​

​

4,366

​

1,291

​

​

​

​

LP Interests (EnCap Energy Capital Fund X, L.P.)

(8) (31)

0.1%

​

​

​

​

​

8,720

​

6,426

​

​

​

​

LP Interests (EnCap Flatrock Midstream Fund II, L.P.)

(8) (31)

0.8%

​

​

​

​

​

6,706

​

2,546

​

​

​

​

LP Interests (EnCap Flatrock Midstream Fund III, L.P.)

(8) (31)

0.2%

​

​

​

​

​

6,982

​

5,793

​

​

​

​

​

​

​

​

​

​

​

​

32,684

​

17,480

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Encino Acquisition Partners Holdings, Inc.

(11)

November 16, 2018

Oil & Gas Exploration & Production

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.75% (L+6.75%, Floor 1.00%)

10/29/2025

​

9,000

​

8,932

​

8,297

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

EPIC Y-Grade Services, LP

(11)

June 22, 2018

NGL Transportation & Storage

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

6/30/2027

​

6,944

​

6,854

​

5,799

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fortna, Inc.

(10)

July 23, 2019

Process, Physical Distribution and Logistics Consulting Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

5.15% (L+5.00%)

4/8/2025

​

7,673

​

7,553

​

7,486

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fuse, LLC

(11)

June 30, 2019

Cable Networks Operator

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

6/28/2024

​

1,810

​

1,810

​

1,472

​

​

​

​

Common Stock

​

10,429

​

​

​

​

​

256

​

-

​

​

​

​

​

​

​

​

​

​

​

​

2,066

​

1,472

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

GeoStabilization International (GSI)

(11)

December 31, 2018

Geohazard Engineering Services & Maintenance

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

5.40% (L+5.25%)

12/19/2025

​

11,224

​

11,137

​

11,196

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

GoWireless Holdings, Inc.

(11)

December 31, 2017

Provider of Wireless Telecommunications Carrier Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.50% (L+6.50%, Floor 1.00%)

12/22/2024

​

17,113

​

16,988

​

16,976

45

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

2021

(dollars in thousands)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)



Common Stock4/15/2021635


830 — 



Warrants(27)4/18/20114,6995/10/2023

1,089 — 








12,322 8,422 
Oneliance, LLCConstruction Cleaning Company



Secured Debt(9)8/6/2021

12.00 %L +11.00%8/6/20265,600 5,547 5,547 



Preferred Stock8/6/20211,056


1,056 1,056 








6,603 6,603 
Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)Provider of Rigsite Accommodation Unit Rentals and Related Services



Secured Debt(14) (17) (36)6/30/2015

12.00 %1/8/201830,369 29,865 — 



Preferred Member Units1/8/2013250


2,500 — 








32,365 — 










SI East, LLCRigid Industrial Packaging Manufacturing



Secured Debt8/31/2018

10.25 %8/31/202365,850 65,738 65,850 



Preferred Member Units(8)8/31/2018157


1,218 11,570 








66,956 77,420 
Slick Innovations, LLCText Message Marketing Platform



Secured Debt9/13/2018

13.00 %9/13/20235,320 5,248 5,320 



Common Stock9/13/201870,000


700 1,510 



Warrants(27)9/13/201818,0849/13/2028

181 400 








6,129 7,230 
Sonic Systems International, LLC(10)Nuclear Power Staffing Services



Secured Debt(9)8/20/2021

8.50 %L +7.50%8/20/202611,982 11,757 11,757 



Common Stock8/20/20217,866


1,070 1,070 








12,827 12,827 
Superior Rigging & Erecting Co.Provider of Steel Erecting, Crane Rental & Rigging Services



Secured Debt8/31/2020

12.00 %8/31/202521,500 21,332 21,332 



Preferred Member Units8/31/20201,571


4,500 4,500 








25,832 25,832 
The Affiliati Network, LLCPerformance Marketing Solutions



Secured Debt8/9/2021

7.00 %8/9/2026280 262 262 



Secured Debt8/9/2021

11.83 %8/9/202612,961 12,834 12,834 



Preferred Stock(8)8/9/20211,280,000


6,400 6,400 








19,496 19,496 
UniTek Global Services, Inc.(11)Provider of Outsourced Infrastructure Services



Secured Debt(9)10/15/2018

8.50 %L +5.50%2.00 %8/20/2024397 396 371 



Secured Debt(9)8/27/2018

8.50 %L +5.50%2.00 %8/20/20241,986 1,974 1,852 



Secured Convertible Debt1/1/2021

15.00 %15.00 %2/20/20251,197 1,197 2,375 
46

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Grupo Hima San Pablo, Inc.

(11)

March 7, 2013

Tertiary Care Hospitals

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (17)

​

9.25% (L+7.00%, Floor 1.50%)

4/30/2019

​

4,504

​

4,504

​

3,375

​

​

​

​

Secured Debt

(17)

​

13.75%

10/15/2018

​

2,055

​

2,040

​

49

​

​

​

​

​

​

​

​

​

​

​

​

6,544

​

3,424

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

GS HVAM Intermediate, LLC

(10)

October 18, 2019

Specialized Food Distributor

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.75% (L+5.75%, Floor 1.00%)

10/2/2024

​

11,053

​

10,952

​

11,007

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gexpro Services

(10)

February 24, 2020

Distributor of Industrial and Specialty Parts

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.00% (L+6.50%, Floor 1.50%)

2/24/2025

​

29,180

​

28,692

​

28,953

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

HDC/HW Intermediate Holdings

(10)

December 21, 2018

Managed Services and Hosting Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.50% (L+7.50%, Floor 1.00%)

12/21/2023

​

3,474

​

3,429

​

3,351

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Heartland Dental, LLC

(10)

September 9, 2020

Dental Support Organization

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.50% (L+6.50%, Floor 1.00%)

4/30/2025

​

14,925

​

14,501

​

14,501

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Hunter Defense Technologies, Inc.

(10)

March 29, 2018

Provider of Military and Commercial Shelters and Systems

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.00% (L+7.00%, Floor 1.00%)

3/29/2023

​

35,246

​

34,820

​

35,246

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

HW Temps LLC

​

July 2, 2015

Temporary Staffing Solutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

12.00%

3/29/2023

​

9,801

​

9,698

​

8,994

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Hyperion Materials & Technologies, Inc.

(11) (13)

September 12, 2019

Manufacturer of Cutting and Machine Tools & Specialty Polishing Compounds

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.50% (L+5.50%, Floor 1.00%)

8/28/2026

​

22,275

​

21,894

​

20,813

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Ian, Evan & Alexander Corporation (EverWatch)

(10)

July 31, 2020

Cybersecurity, Software and Data Analytics provider to the Intelligence Community

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.50% (L+8.50%, Floor 1.00%)

7/31/2025

​

16,529

​

16,158

​

16,158

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Implus Footcare, LLC

(10)

June 1, 2017

Provider of Footwear and Related Accessories

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.75% (L+7.75%, Floor 1.00%)

4/30/2024

​

18,890

​

18,566

​

17,172

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Independent Pet Partners Intermediate Holdings, LLC

(10)

November 20, 2018

Omnichannel Retailer of Specialty Pet Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(19)

​

6.31% PIK (L+6.00% PIK)

12/22/2022

​

6,111

​

6,111

​

6,111

​

​

​

​

Secured Debt

(19)

​

6.00% PIK

11/20/2023

​

16,670

​

15,086

​

15,086

​

​

​

​

Preferred Stock (non-voting)

​

​

​

​

​

​

​

3,235

​

3,235

46

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

2021

(dollars in thousands)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)



Preferred Stock(8)8/29/20191,133,10220.00 %20.00 %


1,757 2,833 



Preferred Stock8/21/20181,521,12220.00 %20.00 %


2,188 1,498 



Preferred Stock1/15/20154,336,86613.50 %13.50 %


7,924 — 



Preferred Stock6/30/20172,281,68219.00 %19.00 %


3,667 — 



Common Stock4/1/2020945,507


— — 








19,103 8,929 
Universal Wellhead Services Holdings, LLC(10)Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry



Preferred Member Units(30)12/7/2016716,94914.00 %14.00 %


1,032 — 



Member Units(30)12/7/20164,000,000


4,000 — 








5,032 — 
Volusion, LLCProvider of Online Software-as-a-Service eCommerce Solutions



Secured Debt(17)1/26/2015

11.50 %1/26/202017,434 17,434 17,434 



Unsecured Convertible Debt5/16/2018

8.00 %11/16/2023409 409 409 



Preferred Member Units1/26/20154,876,670


14,000 5,990 



Warrants(27)1/26/20151,831,3551/26/2025

2,576 — 








34,419 23,833 
Subtotal Affiliate Investments (30.7% of net assets at fair value)







$578,539 $549,214 










Non-Control/Non-Affiliate Investments (7)
Acousti Engineering Company of Florida(10)Interior Subcontractor Providing Acoustical Walls and Ceilings



Secured Debt(9)11/2/2020

10.00 %L +8.50%11/2/2025$12,111 $12,005 $12,111 



Secured Debt(9)5/26/2021

14.00 %L +12.50%11/2/2025850 841 850 








12,846 12,961 
ADS Tactical, Inc.(11)Value-Added Logistics and Supply Chain Provider to the Defense Industry



Secured Debt(9)3/29/2021

6.75 %L +5.75%3/19/202622,136 21,734 22,012 
American Health Staffing Group, Inc.(10)Healthcare Temporary Staffing



Secured Debt(9)11/19/2021

7.00 %L +6.00%11/19/20267,067 6,988 6,988 
47

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

Preferred Stock (non-voting)

​

​

​

​

​

​

​

-

​

-

​

​

​

​

Member Units

​

1,558,333

​

​

​

​

​

1,558

​

-

​

​

​

​

​

​

​

​

​

​

​

​

25,990

​

24,432

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Industrial Services Acquisition, LLC

(10)

June 17, 2016

Industrial Cleaning Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unsecured Debt

(19)

​

13.00% (6.00% Cash, 7.00% PIK)

12/17/2022

​

5,624

​

5,579

​

5,624

​

​

​

​

Preferred Member Units

(8) (19) (30)

144

10.00% PIK

​

​

​

​

112

​

112

​

​

​

​

Preferred Member Units

(8) (19) (30)

80

20.00% PIK

​

​

​

​

71

​

71

​

​

​

​

Member Units

(30)

900

​

​

​

​

​

900

​

530

​

​

​

​

​

​

​

​

​

​

​

​

6,662

​

6,337

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Inn of the Mountain Gods Resort and Casino

(11)

October 30, 2013

Hotel & Casino Owner & Operator

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

9.25%

11/30/2023

​

6,677

​

6,677

​

6,677

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interface Security Systems, L.L.C

(10)

August 7, 2019

Commercial Security & Alarm Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (19)

​

11.75% (8.75% Cash, 3.00% PIK) (3.00% PIK + L+7.00%, Floor 1.75%)

8/7/2023

​

7,245

​

7,145

​

7,245

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Intermedia Holdings, Inc.

(11)

August 3, 2018

Unified Communications as a Service

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

7/19/2025

​

20,839

​

20,755

​

20,823

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Invincible Boat Company, LLC.

(10)

August 28, 2019

Manufacturer of Sport Fishing Boats

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.00% (L+6.50%, Floor 1.50%)

8/28/2025

​

8,876

​

8,793

​

8,876

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Isagenix International, LLC

(11)

June 21, 2018

Direct Marketer of Health & Wellness Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.75% (L+5.75%, Floor 1.00%)

6/14/2025

​

5,572

​

5,541

​

3,130

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Jackmont Hospitality, Inc.

(10)

May 26, 2015

Franchisee of Casual Dining Restaurants

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.75% (L+6.75%, Floor 1.00%)

5/26/2021

​

3,954

​

3,953

​

3,157

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Joerns Healthcare, LLC

(11)

April 3, 2013

Manufacturer and Distributor of Health Care Equipment & Supplies

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

8/21/2024

​

4,016

​

3,955

​

4,016

​

​

​

​

Common Stock

​

472,579

​

​

​

​

​

4,429

​

2,795

​

​

​

​

​

​

​

​

​

​

​

​

8,384

​

6,811

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Kemp Technologies Inc.

(10)

June 27, 2019

Provider of Application Delivery Controllers

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.50% (L+6.50%, Floor 1.00%)

3/29/2024

​

17,387

​

17,088

​

17,387

​

​

​

​

Common Stock

​

1,000,000

​

​

​

​

​

1,550

​

1,550

​

​

​

​

​

​

​

​

​

​

​

​

18,638

​

18,937

47

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

2021

(dollars in thousands)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
American Nuts, LLC(10)Roaster, Mixer and Packager of Bulk Nuts and Seeds



Secured Debt(9)12/21/2018

9.00 %L +8.00%4/10/202512,017 11,854 12,017 
American Teleconferencing Services, Ltd.(11)Provider of Audio Conferencing and Video Collaboration Solutions



Secured Debt(9) (14) (17)9/17/2021

7.50 %L +6.50%9/9/20212,980 2,980 89 



Secured Debt(9) (14)5/19/2016

7.50 %L +6.50%6/28/202314,370 13,706 431 








16,686 520 
ArborWorks, LLC(10)Vegetation Management Services



Secured Debt(9)11/9/2021

8.00 %L +7.00%11/9/202632,605 31,873 31,873 



Common Equity11/9/2021234


234 234 








32,107 32,107 
Arrow International, Inc(10)Manufacturer and Distributor of Charitable Gaming Supplies



Secured Debt(9) (23)12/21/2020

9.18 %L +7.93%12/21/202522,500 22,300 22,500 
AVEX Aviation Holdings, LLC(10)Specialty Aircraft Dealer



Secured Debt(9)12/15/2021

7.50 %L +6.50%12/15/202613,320 13,005 13,005 



Common Equity12/15/2021360


360 360 








13,365 13,365 
Berry Aviation, Inc.(10)Charter Airline Services



Secured Debt7/6/2018

12.00 %1.50 %1/6/20244,694 4,674 4,694 



Preferred Member Units(8)(30)11/12/2019122,41616.00 %16.00 %


168 208 



Preferred Member Units(30)7/6/20181,548,3878.00 %8.00 %


1,671 2,487 








6,513 7,389 
Binswanger Enterprises, LLC(10)Glass Repair and Installation Service Provider



Secured Debt(9)3/10/2017

9.50 %L +8.50%3/10/202312,194 12,107 12,194 



Member Units3/10/20171,050,000


1,050 730 








13,157 12,924 
Bluestem Brands, Inc.(11)Multi-Channel Retailer of General Merchandise



Secured Debt(9)8/28/2020

10.00 %L +8.50%8/28/20255,357 5,357 5,337 



Common Stock(8)10/1/2020723,184


1 1,515 








5,358 6,852 
Brainworks Software, LLC(10)Advertising Sales and Newspaper Circulation Software



Secured Debt(9) (14) (17)8/12/2014

12.50 %P +9.25%7/22/20197,817 7,817 4,201 
48

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Klein Hersh, LLC

(10)

November 13, 2020

Executive and C-Suite Placement for the Life Sciences and Healthcare Industries

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.75% (L+8.00%, Floor 0.75%)

11/13/2025

​

35,000

​

34,098

​

34,098

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Kore Wireless Group Inc.

(11)

December 31, 2018

Mission Critical Software Platform

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

5.75% (L+5.50%)

12/20/2024

​

19,090

​

19,003

​

18,828

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Larchmont Resources, LLC

(11)

August 13, 2013

Oil & Gas Exploration & Production

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (19)

​

11.00% PIK (L+10.00% PIK, Floor 1.00%)

8/9/2021

​

2,185

​

2,185

​

983

​

​

​

​

Member Units

(30)

2,828

​

​

​

​

​

353

​

113

​

​

​

​

​

​

​

​

​

​

​

​

2,538

​

1,096

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Laredo Energy, LLC

(10)

January 15, 2019

Oil & Gas Exploration & Production

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

​

1,155,952

​

​

​

​

​

11,560

​

10,238

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Lightbox Holdings, L.P.

(11)

May 23, 2019

Provider of Commercial Real Estate Software

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

5.15% (L+5.00%)

5/9/2026

​

14,813

​

14,623

​

14,368

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LKCM Headwater Investments I, L.P.

(12) (13)

January 25, 2013

Investment Partnership

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LP Interests

(31)

2.3%

​

​

​

​

​

1,746

​

3,524

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LL Management, Inc.

(10)

May 2, 2019

Medical Transportation Service Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.25% (L+7.25%, Floor 1.00%)

9/25/2023

​

16,504

​

16,337

​

16,504

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Logix Acquisition Company, LLC

(10)

June 24, 2016

Competitive Local Exchange Carrier

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.75% (L+5.75%, Floor 1.00%)

12/22/2024

​

26,131

​

24,550

​

24,171

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Looking Glass Investments, LLC

(12) (13)

July 1, 2015

Specialty Consumer
Finance

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

​

3

​

​

​

​

​

125

​

25

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LSF9 Atlantis Holdings, LLC

(11)

May 17, 2017

Provider of Wireless Telecommunications Carrier Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

5/1/2023

​

9,206

​

9,206

​

9,177

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Lulu's Fashion Lounge, LLC

(10)

August 31, 2017

Fast Fashion E-Commerce Retailer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (19)

​

10.50% (8.00% Cash, 2.50% PIK) (2.50% PIK + L+7.00%, Floor 1.00%)

8/28/2022

​

11,152

​

10,983

​

9,535

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Lynx FBO Operating LLC

(10)

September 30, 2019

Fixed Based Operator in the General Aviation Industry

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.25% (L+5.75%, Floor 1.50%)

9/30/2024

​

13,613

​

13,369

​

13,521

48

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

2021

(dollars in thousands)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Brightwood Capital Fund Investments(12) (13)Investment Partnership



LP Interests (Brightwood Capital Fund III, LP)(8) (31)7/21/20141.6 %


7,200 4,269 



LP Interests (Brightwood Capital Fund IV, LP)(8) (31)10/26/20160.6 %


4,350 4,394 








11,550 8,663 
Burning Glass Intermediate Holding Company, Inc.(10)Provider of Skills-Based Labor Market Analytics



Secured Debt(9)6/14/2021

6.00 %L +5.00%6/10/2026465 429 429 



Secured Debt(9)6/14/2021

6.00 %L +5.00%6/10/202820,134 19,803 19,985 








20,232 20,414 
Cadence Aerospace LLC(10)Aerostructure Manufacturing



Secured Debt(32)11/14/2017

9.28 %0.22 %11/14/202328,540 28,399 26,767 
CAI Software LLCProvider of Specialized Enterprise Resource Planning Software



Preferred Equity12/13/20211,788,527


1,789 1,789 



Preferred Equity12/13/2021596,176


— — 








1,789 1,789 
Camin Cargo Control, Inc.(11)Provider of Mission Critical Inspection, Testing and Fuel Treatment Services



Secured Debt(9)6/14/2021

7.50 %L +6.50%6/4/202615,920 15,775 15,840 
Cenveo Corporation(11)Provider of Digital Marketing Agency Services



Common Stock9/7/2018322,907


6,183 2,852 
Chisholm Energy Holdings, LLC(10)Oil & Gas Exploration & Production



Secured Debt(9)5/15/2019

7.75 %L +6.25%5/15/20262,857 2,804 2,663 
Clarius BIGS, LLC(10)Prints & Advertising Film Financing



Secured Debt(14) (17)9/23/2014

15.00 %15.00 %1/5/20152,756 2,756 33 
Computer Data Source, LLC(10)Third Party Maintenance Provider to the Data Center Ecosystem



Secured Debt(9)8/6/2021

8.50 %L +7.50%8/6/202621,681 21,234 21,234 
Construction Supply Investments, LLC(10)Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors



Member Units(8)12/29/2016861,618


3,335 14,640 
49

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

Member Units

​

4,872

​

​

​

​

​

687

​

780

​

​

​

​

​

​

​

​

​

​

​

​

14,056

​

14,301

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Mac Lean-Fogg Company

(10)

April 22, 2019

Manufacturer and Supplier for Auto and Power Markets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

5.63% (L+5.00%, Floor 0.625%)

12/22/2025

​

17,251

​

17,149

​

17,251

​

​

​

​

Preferred Stock

(8) (19)

​

13.75% (4.50% Cash, 9.25% PIK)

​

​

1,870

​

1,870

​

1,841

​

​

​

​

​

​

​

​

​

​

​

​

19,019

​

19,092

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

MHVC Acquisition Corp.

(11)

May 8, 2017

Provider of Differentiated Information Solutions, Systems Engineering, and Analytics

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.25% (L+5.25%, Floor 1.00%)

4/29/2024

​

19,797

​

19,716

​

19,846

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Mills Fleet Farm Group, LLC

(10)

October 24, 2018

Omnichannel Retailer of Work, Farm and Lifestyle Merchandise

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

10/24/2024

​

13,860

​

13,595

​

13,609

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

NBG Acquisition Inc

(11)

April 28, 2017

Wholesaler of Home Décor Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.50% (L+5.50%, Floor 1.00%)

4/26/2024

​

4,070

​

4,034

​

3,399

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

NinjaTrader, LLC

(10)

December 18, 2019

Operator of Futures Trading Platform

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

8.25% (L+6.75%, Floor 1.50%)

12/18/2024

​

16,875

​

16,543

​

16,849

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

NNE Partners, LLC

(10)

March 2, 2017

Oil & Gas Exploration & Production

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(19)

​

9.48% (4.75% Cash, 4.50% PIK) (4.50% PIK + L+4.75%)

12/31/2023

​

23,683

​

23,572

​

21,025

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Project Eagle Holdings, LLC

(10)

July 6, 2020

Provider of Secure Business Collaboration Software

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.25% (L+8.25%, Floor 1.00%)

7/6/2026

​

14,963

​

14,583

​

14,583

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Novetta Solutions, LLC

(11)

June 21, 2017

Provider of Advanced Analytics Solutions for Defense Agencies

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.00% (L+5.00%, Floor 1.00%)

10/17/2022

​

22,912

​

22,629

​

22,864

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

NTM Acquisition Corp.

(11)

July 12, 2016

Provider of B2B Travel Information Content

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (19)

​

8.25% (7.25% Cash, 1.00% PIK) (1.00%PIK + L+6.25%, Floor 1.00%)

6/7/2024

​

4,694

​

4,694

​

4,224

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Ospemifene Royalty Sub LLC (QuatRx)

(10)

July 8, 2013

Estrogen-Deficiency Drug Manufacturer and Distributor

​

​

​

​

​

​

​

​

​

​

​

49

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

2021

(dollars in thousands)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Darr Equipment LP(10)Heavy Equipment Dealer



Secured Debt12/26/2017

12.50 %1.00 %6/22/20234,685 4,685 4,227 



Warrants(28)4/15/2014915,73412/23/2023

474 160 








5,159 4,387 
DTE Enterprises, LLC(10)Industrial Powertrain Repair and Services



Secured Debt(9)4/13/2018

9.50 %L +8.00%4/13/20239,324 9,259 8,884 



Class AA Preferred Member Units (non-voting)(9)4/13/2018

10.00 %10.00 %


1,051 1,051 



Class A Preferred Member Units4/13/2018776,3168.00 %8.00 %


776 320 








11,086 10,255 
Dynamic Communities, LLC(10)Developer of Business Events and Online Community Groups



Secured Debt(9)7/17/2018

9.50 %L +8.50%7/17/20235,681 5,638 5,569 
Eastern Wholesale Fence LLC(10)Manufacturer and Distributor of Residential and Commercial Fencing Solutions



Secured Debt(9)11/19/2020

8.00 %L +7.00%10/30/202531,810 31,238 31,810 
EnCap Energy Fund Investments(12) (13)Investment Partnership


LP Interests (EnCap Energy Capital Fund VIII, L.P.)(8) (31)1/22/20150.1 %


3,745 1,599 



LP Interests (EnCap Energy Capital Fund VIII Co- Investors, L.P.)(31)1/21/20150.4 %


2,097 777 



LP Interests (EnCap Energy Capital Fund IX, L.P.)(8) (31)1/22/20150.1 %


4,047 2,284 



LP Interests (EnCap Energy Capital Fund X, L.P.)(8) (31)3/25/20150.1 %


8,443 8,276 



LP Interests (EnCap Flatrock Midstream Fund II, L.P.)(31)3/30/20150.8 %


6,582 2,796 



LP Interests (EnCap Flatrock Midstream Fund III, L.P.)(8) (31)3/27/20150.2 %


6,082 5,064 








30,996 20,796 
EPIC Y-Grade Services, LP(11)NGL Transportation & Storage



Secured Debt(9)6/22/2018

7.00 %L +6.00%6/30/20276,892 6,819 5,862 
Event Holdco, LLC(10)Event and Learning Management Software for Healthcare Organizations and Systems



Secured Debt(9)(30)12/22/2021

8.00 %L +7.00%12/22/202651,692 51,135 51,135 
50

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

​

​

​

​

Secured Debt

(14)

​

11.50%

11/15/2026

​

4,765

​

4,765

​

121

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

PaySimple, Inc.

(10)

September 9, 2019

Leading Technology Services Commerce Platform

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

5.65% (L+5.50%)

8/23/2025

​

24,448

​

24,225

​

23,959

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

PricewaterhouseCoopers Public Sector LLP

(11)

May 24, 2018

Provider of Consulting Services to Governments

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

8.15% (L+8.00%)

5/1/2026

​

9,000

​

8,969

​

9,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

PT Network, LLC

(10)

November 1, 2013

Provider of Outpatient Physical Therapy and Sports Medicine Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (19)

​

8.73% (6.73% Cash, 2.00% PIK) (2.00% PIK + L+5.50%, Floor 1.00%)

11/30/2023

​

8,601

​

8,601

​

8,601

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Research Now Group, Inc. and Survey Sampling International, LLC

(11)

December 31, 2017

Provider of Outsourced Online Surveying

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.50% (L+5.50%, Floor 1.00%)

12/20/2024

​

17,930

​

17,497

​

17,715

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

RM Bidder, LLC

(10)

November 12, 2015

Scripted and Unscripted TV and Digital Programming Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Warrants

(26)

187,161

​

10/20/2025

​

​

​

425

​

-

​

​

​

​

Member Units

​

2,779

​

​

​

​

​

46

​

26

​

​

​

​

​

​

​

​

​

​

​

​

471

​

26

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

RTIC Subsidiary Holdings, LLC

(10)

September 1, 2020

Direct-To-Consumer eCommerce Provider of Outdoor Products

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.00% (L+7.75%, Floor 1.25%)

9/1/2025

​

17,260

​

17,026

​

17,026

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

SAFETY Investment Holdings, LLC

​

April 29, 2016

Provider of Intelligent Driver Record Monitoring Software and Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Member Units

​

2,000,000

​

​

​

​

​

2,000

​

2,350

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Salient Partners L.P.

(11)

June 25, 2015

Provider of Asset Management Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

8/31/2021

​

6,450

​

6,443

​

4,542

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Staples Canada ULC

(10) (13) (21)

September 14, 2017

Office Supplies Retailer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (22)

​

8.00% (L+7.00%, Floor 1.00%)

9/12/2024

​

13,032

​

12,896

​

12,382

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

TEAM Public Choices, LLC

(10)

October 28, 2019

Home-Based Care Employment Service Provider

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.00% (L+5.00%, Floor 1.00%)

12/18/2027

​

12,500

​

12,126

​

12,406

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Tectonic Financial, Inc.

​

May 15, 2017

Financial Services Organization

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common Stock

​

200,000

​

​

​

​

​

2,000

​

2,800

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

50

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

2021

(dollars in thousands)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Flip Electronics LLC(10)Distributor of Hard-to-Find and Obsolete Electronic Components



Secured Debt(9) (33)1/4/2021

9.09 %L +8.09%1/2/20265,400 5,304 5,287 
Fortna Acquisition Co., Inc.(10)Process, Physical Distribution and Logistics Consulting Services



Secured Debt7/23/2019

5.09 %L +5.00%4/8/20257,595 7,525 7,595 
Fuse, LLC(11)Cable Networks Operator



Secured Debt6/30/2019

12.00 %6/28/20241,810 1,810 1,672 



Common Stock6/30/201910,429


256 — 








2,066 1,672 
GeoStabilization International (GSI)(11)Geohazard Engineering Services & Maintenance



Secured Debt1/2/2019

5.35 %L +5.25%12/19/202520,710 20,615 20,606 
GoWireless Holdings, Inc.(11)Provider of Wireless Telecommunications Carrier Services



Secured Debt(9)1/10/2018

7.50 %L +6.50%12/22/202418,534 18,440 18,576 
Grupo Hima San Pablo, Inc.(11)Tertiary Care Hospitals



Secured Debt(9) (14) (17)3/7/2013

9.25 %L +7.00%4/30/20194,504 4,504 1,269 



Secured Debt(14) (17)3/7/2013

13.75 %10/15/20182,055 2,040 49 



Secured Debt(17)3/7/2013

12.00 %12/24/2021147 147 147 








6,691 1,465 
GS HVAM Intermediate, LLC(10)Specialized Food Distributor



Secured Debt(9)10/18/2019

6.75 %L +5.75%10/2/202413,243 13,167 13,243 
GS Operating, LLC(10)Distributor of Industrial and Specialty Parts



Secured Debt(9)2/24/2020

8.00 %L +6.50%2/24/202528,451 28,068 28,451 
HDC/HW Intermediate Holdings(10)Managed Services and Hosting Provider



Secured Debt(9)12/21/2018

8.50 %L +7.50%12/21/20233,449 3,419 3,059 
Heartland Dental, LLC(10)Dental Support Organization



Secured Debt(9)9/9/2020

7.50 %L +6.50%4/30/202514,813 14,477 14,887 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Portfolio Company (1) (20)

​

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

​

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

TGP Holdings III LLC

(11)

September 30, 2017

Outdoor Cooking & Accessories

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.50% (L+8.50%, Floor 1.00%)

9/25/2025

​

5,500

​

5,448

​

5,307

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

The Pasha Group

(11)

February 2, 2018

Diversified Logistics and Transportation Provided

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

9.00% (L+8.00%, Floor 1.00%)

1/26/2023

​

10,162

​

9,585

​

9,323

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

USA DeBusk LLC

(10)

October 22, 2019

Provider of Industrial Cleaning Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.75% (L+5.75%, Floor 1.00%)

10/22/2024

​

24,948

​

24,561

​

24,591

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S. TelePacific Corp.

(11)

September 14, 2016

Provider of Communications and Managed Services

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

6.50% (L+5.50%, Floor 1.00%)

5/2/2023

​

17,088

​

16,913

​

15,486

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Veregy Consolidated, Inc.

(11)

November 9, 2020

Energy Service Company

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

11/3/2027

​

15,000

​

14,587

​

14,888

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Vida Capital, Inc

(11)

October 10, 2019

Alternative Asset Manager

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

​

​

6.15% (L+6.00%)

10/1/2026

​

17,853

​

17,626

​

17,272

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Vistar Media, Inc.

(10)

February 17, 2017

Operator of Digital Out-of-Home Advertising Platform

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9) (19)

​

12.00% (8.50% Cash, 3.50% PIK) (3.50% PIK + L+7.50%, Floor 1.00%)

4/3/2023

​

4,636

​

4,513

​

4,636

​

​

​

​

Preferred Stock

​

70,207

​

​

​

​

​

767

​

910

​

​

​

​

Warrants

(25)

69,675

​

4/3/2029

​

​

​

-

​

920

​

​

​

​

​

​

​

​

​

​

​

​

5,280

​

6,466

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

YS Garments, LLC

(11)

August 22, 2018

Designer and Provider of Branded Activewear

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured Debt

(9)

​

7.00% (L+6.00%, Floor 1.00%)

8/9/2024

​

13,997

​

13,902

​

12,911

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Zilliant Incorporated

​

June 15, 2012

Price Optimization and Margin Management Solutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Preferred Stock

​

186,777

​

​

​

​

​

154

​

260

​

​

​

​

Warrants

(28)

952,500

​

6/15/2022

​

​

​

1,071

​

1,190

​

​

​

​

​

​

​

​

​

​

​

​

1,225

​

1,450

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Subtotal Non-Control/Non-Affiliate Investments (79.5% of net assets at fair value)

​

​

​

​

​

​

​

​

​

​

​

1,268,740

​

1,204,840

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Portfolio Investments, December 31, 2020 (177.2% of net assets at fair value)

​

​

​

​

​

​

​

​

​

​

$

2,516,709

$

2,684,866

51

​

​

​

​

​

(1)

All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise noted, are encumbered either as security for the Company’s Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.

51

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

2021

(dollars in thousands)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
HOWLCO LLC(11) (13) (21)Provider of Accounting and Business Development Software to Real Estate End Markets



Secured Debt(9)8/19/2021

7.00 %L +6.00%10/23/202625,546 25,546 25,546 
Hybrid Promotions, LLC(10)Wholesaler of Licensed, Branded and Private Label Apparel



Secured Debt(9)6/30/2021

9.25 %L +8.25%6/30/20267,088 6,957 7,028 
IG Parent Corporation(11)Software Engineering



Secured Debt(9)7/30/2021

6.75 %L +5.75%7/30/20269,591 9,419 9,419 
Implus Footcare, LLC(10)Provider of Footwear and Related Accessories



Secured Debt(9)6/1/2017

8.75 %L +7.75%4/30/202418,702 18,471 17,743 
Independent Pet Partners Intermediate Holdings, LLC(10)Omnichannel Retailer of Specialty Pet Products



Secured Debt(29)8/20/2020

7.20 %12/22/20226,563 6,563 6,563 



Secured Debt12/10/2020

6.00 %6.00 %11/20/202317,891 16,861 16,861 



Preferred Stock (non-voting)12/10/2020

6.00 %6.00 %


3,235 4,329 



Preferred Stock (non-voting)12/10/2020



— — 



Member Units11/20/20181,558,333


1,558 — 








28,217 27,753 
Industrial Services Acquisition, LLC(10)Industrial Cleaning Services



Secured Debt(9)8/13/2021

7.75 %L +6.75%8/13/202619,897 19,490 19,490 



Preferred Member Units(8) (30)1/31/201814410.00 %10.00 %


120 164 



Preferred Member Units(8) (30)5/17/20198020.00 %20.00 %


81 99 



Member Units(30)6/17/2016900


900 730 








20,591 20,483 
Infolinks Media Buyco, LLC(10)Exclusive Placement Provider to the Advertising Ecosystem



Secured Debt(9)11/1/2021

7.00 %L +6.00%11/1/20268,680 8,487 8,487 
Interface Security Systems, L.L.C(10)Commercial Security & Alarm Services



Secured Debt(9)12/9/2021

11.75 %L +10.00%8/7/2023525 525 525 



Secured Debt(9) (14)8/7/2019

9.75 %L +7.00%1.00 %8/7/20237,313 7,237 5,233 








7,762 5,758 
Intermedia Holdings, Inc.(11)Unified Communications as a Service



Secured Debt(9)8/3/2018

7.00 %L +6.00%7/19/202520,627 20,559 20,527 
52

(2)

Debt investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted.

(3)

See Note C and Schedule 12-14 for a summary of geographic location of portfolio companies.

(4)

Principal is net of repayments. Cost is net of repayments and accumulated unearned income.

(5)

Control investments are defined by the 1940 Act, as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)

Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.

(7)

Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)

Income producing through dividends or distributions.

(9)

Index based floating interest rate is subject to contractual minimum interest rate. A majority of the variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly at the borrower’s option. The borrower may also elect to have multiple interest reset periods for each loan. For each such loan, the Company has provided the weighted average annual stated interest rate in effect at December 31, 2020. As noted in this schedule, 61% of the loans (based on the par amount) contain LIBOR floors which range between 0.50% and 2.00%, with a weighted-average LIBOR floor of approximately 1.11%.

(10)

Private Loan portfolio investment. See Note C for a description of Private Loan portfolio investments.

(11)

Middle Market portfolio investment. See Note C for a description of Middle Market portfolio investments.

(12)

Other Portfolio investment. See Note C for a description of Other Portfolio investments.

(13)

Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)

Non-accrual and non-income producing investment.

(15)

All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”

(16)

External Investment Manager. Investment is not encumbered as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.

(17)

Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)

Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C for further discussion.

(19)

PIK interest income and cumulative dividend income represent income not paid currently in cash.

(20)

All portfolio company headquarters are based in the United States, unless otherwise noted.

(21)

Portfolio company headquarters are located outside of the United States.

(22)

In connection with the Company's debt investment in Staples Canada ULC and in an attempt to mitigate any potential adverse change in foreign exchange rates during the term of the Company's investment, the Company maintains a forward foreign currency contract with Cadence Bank to lend $15.8 million Canadian Dollars and receive $12.0 million U.S. Dollars with a settlement date of September 14, 2021. The unrealized appreciation on the forward foreign currency contract is $0.4 million as of December 31, 2020.

(23)

The Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 7.25% (Floor 1.25%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(24)

Investment date represents the date of initial investment in the portfolio company.

(25)

Warrants are presented in equivalent shares with a strike price of $10.92 per share.

(26)

Warrants are presented in equivalent units with a strike price of $14.28 per unit.

(27)

Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.

(28)

Warrants are presented in equivalent shares with a strike price of $0.001 per share.

(29)

Warrants are presented in equivalent units with a strike price of $1.50 per unit.

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2020

2021

(dollars in thousands)

​

Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Invincible Boat Company, LLC.(10)Manufacturer of Sport Fishing Boats



Secured Debt(9)8/28/2019

8.00 %L +6.50%8/28/202517,510 17,354 17,510 
INW Manufacturing, LLC(11)Manufacturer of Nutrition and Wellness Products



Secured Debt(9)5/19/2021

6.50 %L +5.75%3/25/20277,406 7,205 7,258 
Isagenix International, LLC(11)Direct Marketer of Health & Wellness Products



Secured Debt(9)6/21/2018

6.75 %L +5.75%6/14/20255,158 5,135 3,865 
Jackmont Hospitality, Inc.(10)Franchisee of Casual Dining Restaurants



Secured Debt(9)5/26/2015

8.00 %L +7.00%11/4/20242,100 2,100 2,100 



Preferred Equity11/8/20212,826,667


314 314 








2,414 2,414 
Joerns Healthcare, LLC(11)Manufacturer and Distributor of Health Care Equipment & Supplies



Secured Debt(9)8/21/2019

7.00 %L +6.00%8/21/20244,034 3,989 3,658 



Secured Debt11/15/2021

15.00 %15.00 %11/8/20221,000 1,004 1,004 



Common Stock8/21/2019472,579


4,429 — 








9,422 4,662 
JTI Electrical & Mechanical, LLC(10)Electrical, Mechanical and Automation Services



Secured Debt(9)12/22/2021

7.00 %L +6.00%12/22/202637,895 36,972 36,972 



Common Equity12/22/20211,684,211


1,684 1,684 








38,656 38,656 
Klein Hersh, LLC(10)Executive and C-Suite Placement for the Life Sciences and Healthcare Industries



Secured Debt(9)11/13/2020

7.75 %L +7.00%11/13/202543,321 42,342 43,278 
KMS, LLC(10)Wholesaler of Closeout and Value-priced Products



Secured Debt(9)10/4/2021

8.25 %L +7.25%10/4/20267,581 7,415 7,415 
Kore Wireless Group Inc.(11) (13)Mission Critical Software Platform



Secured Debt12/31/2018

5.72 %L +5.50%12/20/202411,415 11,345 11,400 
Laredo Energy, LLC(10)Oil & Gas Exploration & Production



Member Units5/4/20201,155,952


11,560 9,659 

(30)

Shares/Units represent ownership in an underlying Real Estate or HoldCo entity.

(31)

Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.

(32)

Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investment in this portfolio company will not be finally determined until such process is complete. As noted in footnote (14), our debt investment in this portfolio company is on non-accrual status.

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
LaserAway Intermediate Holdings II, LLC(11)Aesthetic Dermatology Service Provider



Secured Debt(9)10/18/2021

6.50 %L +5.75%10/14/20274,130 4,050 4,115 
Lightbox Holdings, L.P.(11)Provider of Commercial Real Estate Software



Secured Debt5/23/2019

5.22 %L +5.00%5/9/202614,625 14,460 14,442 
LKCM Headwater Investments I, L.P.(12) (13)Investment Partnership



LP Interests(8) (31)1/25/20132.3 %


1,746 2,541 
LL Management, Inc.(10)Medical Transportation Service Provider



Secured Debt(9)5/2/2019

8.25 %L +7.25%9/25/202317,438 17,309 17,438 
LLFlex, LLC(10)Provider of Metal-Based Laminates



Secured Debt(9)8/16/2021

10.00 %L +9.00%8/16/20264,478 4,382 4,382 
Logix Acquisition Company, LLC(10)Competitive Local Exchange Carrier



Secured Debt(9)1/8/2018

6.75 %L +5.75%12/22/202425,850 24,605 24,428 
Looking Glass Investments, LLC(12) (13)Specialty Consumer Finance



Member Units7/1/20153


125 25 
Mac Lean-Fogg Company(10)Manufacturer and Supplier for Auto and Power Markets



Secured Debt(9)4/22/2019

5.88 %L +5.25%12/22/202517,080 16,995 17,080 



Preferred Stock10/1/2019

13.75 %9.25 %


1,920 1,920 








18,915 19,000 
Mako Steel, LP(10)Self-Storage Design & Construction



Secured Debt(9)3/15/2021

8.00 %L +7.25%3/13/202617,589 17,267 17,589 
MB2 Dental Solutions, LLC(11)Dental Partnership Organization



Secured Debt(9)1/28/2021

7.00 %L +6.00%1/29/202711,682 11,531 11,682 
Mills Fleet Farm Group, LLC(10)Omnichannel Retailer of Work, Farm and Lifestyle Merchandise



Secured Debt(9)10/24/2018

7.25 %L +6.25%10/24/202417,781 17,563 17,781 
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MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
NBG Acquisition Inc(11)Wholesaler of Home Décor Products



Secured Debt(9)4/28/2017

6.50 %L +5.50%4/26/20243,987 3,961 2,758 
NinjaTrader, LLC(10)Operator of Futures Trading Platform



Secured Debt(9)12/18/2019

7.25 %L +6.25%12/18/202431,425 30,837 31,368 
NNE Partners, LLC(10)Oil & Gas Exploration & Production



Secured Debt3/2/2017

9.37 %L +4.75%4.50 %12/31/202324,781 24,709 23,154 
Northstar Group Services, Inc(11)Commercial & Industrial Services



Secured Debt(9)11/1/2021

6.50 %L +5.50%11/12/202610,000 9,952 10,034 
NTM Acquisition Corp.(11)Provider of B2B Travel Information Content



Secured Debt(9)7/12/2016

8.25 %L +6.25%1.00 %6/7/20244,598 4,598 4,552 
NWN Corporation(10)Value Added Reseller and Provider of Managed Services to a Diverse Set of Industries



Secured Debt(9)5/7/2021

7.50 %L +6.50%5/7/202642,972 42,108 42,323 
Ospemifene Royalty Sub LLC(10)Estrogen-Deficiency Drug Manufacturer and Distributor



Secured Debt(14)7/8/2013

11.50 %11/15/20264,562 4,562 112 
OVG Business Services, LLC(10)Venue Management Services



Secured Debt(9)11/29/2021

7.25 %L +6.25%11/19/202814,000 13,861 13,861 
Project Eagle Holdings, LLC(10)Provider of Secure Business Collaboration Software



Secured Debt(9)7/6/2020

7.75 %L +6.75%7/6/202629,738 29,151 29,714 
PT Network, LLC(10)Provider of Outpatient Physical Therapy and Sports Medicine Services



Secured Debt(9)10/12/2017

8.50 %L +5.50%2.00 %11/30/20238,889 8,889 8,889 



Common Stock1/1/20202


— 80 








8,889 8,969 
RA Outdoors LLC(10)Software Solutions Provider for Outdoor Activity Management



Secured Debt(9)4/8/2021

7.75 %L +6.75%4/8/202619,374 19,193 18,352 
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MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)
Research Now Group, Inc. and Survey Sampling International, LLC(11)Provider of Outsourced Online Surveying



Secured Debt(9)12/29/2017

6.50 %L +5.50%12/20/202420,124 19,789 19,899 
RM Bidder, LLC(10)Scripted and Unscripted TV and Digital Programming Provider



Member Units11/12/20152,779


46 26 



Warrants(26)11/12/2015187,16110/20/2025

425 — 








471 26 
Roof Opco, LLC(10)Residential Re-Roofing/Repair



Secured Debt(9)8/27/2021

7.00 %L +6.00%8/27/20262,800 2,704 2,704 
RTIC Subsidiary Holdings, LLC(10)Direct-To-Consumer eCommerce Provider of Outdoor Products



Secured Debt(9)9/1/2020

9.00 %L +7.75%9/1/202518,191 17,997 18,191 
Rug Doctor, LLC.(10)Carpet Cleaning Products and Machinery



Secured Debt(9)7/16/2021

7.25 %L +6.25%11/16/202411,145 10,902 10,902 
Salient Partners L.P.(11)Provider of Asset Management Services



Secured Debt(9)8/31/2018

7.00 %L +6.00%10/30/20226,251 6,247 4,063 



Secured Debt(9)9/30/2021

6.00 %L +5.00%10/30/20221,250 1,250 2,435 








7,497 6,498 
Savers, Inc.(11)For-Profit Thrift Retailer



Secured Debt(9)5/14/2021

6.25 %L +5.50%4/26/202811,400 11,295 11,386 
SIB Holdings, LLC(10)Provider of Cost Reduction Services



Secured Debt(9)10/29/2021

7.00 %L +6.00%10/29/20266,282 6,134 6,145 



Common Equity10/29/202195,238


200 200 








6,334 6,345 
South Coast Terminals Holdings, LLC(10)Specialty Toll Chemical Manufacturer



Secured Debt(9)12/10/2021

7.25 %L +6.25%12/13/202650,704 49,589 49,589 



Common Equity12/10/2021863,636


864 864 








50,453 50,453 
Staples Canada ULC(10) (13) (21)Office Supplies Retailer



Secured Debt(9) (22)9/14/2017

8.00 %L +7.00%9/12/202416,116 16,039 15,620 
Stellant Systems, Inc.(11)Manufacturer of Traveling Wave Tubes and Vacuum Electronic Devices
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MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)



Secured Debt(9)10/22/2021

6.25 %L +5.50%10/1/20287,700 7,625 7,700 
Student Resource Center, LLC(10)Higher Education Services



Secured Debt(9)6/25/2021

9.00 %L +8.00%6/25/202610,969 10,753 10,826 
Tacala Investment Corp.(34)Quick Service Restaurant Group



Secured Debt(9)3/19/2021

4.25 %L +3.50%2/5/20271,995 1,995 1,994 
Team Public Choices, LLC(11)Home-Based Care Employment Service Provider



Secured Debt(9)12/22/2020

6.00 %L +5.00%12/18/202715,109 14,778 15,071 
Tectonic Financial, LLCFinancial Services Organization



Common Stock(8)5/15/2017200,000


2,000 4,650 
Tex Tech Tennis, LLC(10)Sporting Goods & Textiles



Common Stock(30)7/7/20211,000,000


1,000 1,000 
U.S. TelePacific Corp.(11)Provider of Communications and Managed Services



Secured Debt(9)5/17/2017

7.00 %L +6.00%5/2/202317,088 16,985 12,917 
USA DeBusk LLC(10)Provider of Industrial Cleaning Services



Secured Debt(9)10/22/2019

6.75 %L +5.75%9/8/202637,281 36,510 37,281 
Veregy Consolidated, Inc.(11)Energy Service Company



Secured Debt(9)11/9/2020

6.25 %L +5.25%11/3/20255,875 5,111 5,111 



Secured Debt(9)11/9/2020

7.00 %L +6.00%11/3/202714,888 14,524 14,925 








19,635 20,036 
Vida Capital, Inc(11)Alternative Asset Manager



Secured Debt10/10/2019

6.10 %L +6.00%10/1/202617,089 16,905 15,850 
Vistar Media, Inc.(10)Operator of Digital Out-of-Home Advertising Platform



Preferred Stock4/3/201970,207


767 1,726 
VORTEQ Coil Finishers, LLC(10)Specialty Coating of Aluminum and Light-Gauge Steel
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MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (24)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity
Date		Principal (4)Cost (4)Fair Value (18)



Secured Debt(9)11/30/2021

8.50 %L +7.50%11/30/202625,962 25,450 25,450 



Common Equity11/30/20211,038,462


1,038 1,038 








26,488 26,488 
Wahoo Fitness Acquisition L.L.C.(11)Fitness Training Equipment Provider



Secured Debt(9)8/17/2021

6.75 %L +5.75%8/12/202815,000 14,569 14,916 
Wall Street Prep, Inc.(10)Financial Training Services



Secured Debt(9)7/19/2021

8.00 %L +7.00%7/19/20264,373 4,288 4,285 



Common Stock7/19/2021400,000


400 400 








4,688 4,685 
Watterson Brands, LLC(10)Facility Management Services



Secured Debt(9)12/17/2021

7.25 %L +6.25%12/17/202625,876 25,267 25,267 
Winter Services LLC(10)Provider of Snow Removal and Ice Management Services



Secured Debt(9)11/19/2021

8.00 %L +7.00%11/19/202610,278 10,018 10,061 
Xenon Arc, Inc.(10)Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers



Secured Debt(9)12/17/2021

6.75 %L +6.00%12/17/202638,600 37,423 37,423 
YS Garments, LLC(11)Designer and Provider of Branded Activewear



Secured Debt(9)8/22/2018

6.50 %L +5.50%8/9/202413,034 12,967 12,578 
Subtotal Non-Control/Non-Affiliate Investments (85.2% of net assets at fair value)







$1,573,110 $1,523,360 
Total Portfolio Investments, December 31, 2021 (199.2% of net assets at fair value)







$3,259,246 $3,561,831 
____________________
(1)All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise noted, are encumbered either as security for the Company’s Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.
(2)Debt investments are income producing, unless otherwise noted by footnote (14), as described below. Equity and warrants are non-income producing, unless otherwise noted by footnote (8), as described below.
(3)See Note C—Fair Value Hierarchy for Investments—Portfolio Composition and Schedule 12-14 for a summary of geographic location of portfolio companies.
(4)Principal is net of repayments. Cost is net of repayments and accumulated unearned income.
(5)Control investments are defined by the 1940 Act as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.
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Table of contents
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
(6)Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.
(7)Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.
(8)Income producing through dividends or distributions.
(9)Index based floating interest rate is subject to contractual minimum interest rate. As noted in this schedule, 67% of the loans (based on the par amount) contain LIBOR floors which range between 0.50% and 2.00%, with a weighted-average LIBOR floor of 1.06%.
(10)Private Loan portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Private Loan portfolio investments.
(11)Middle Market portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Middle Market portfolio investments.
(12)Other Portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Other Portfolio investments.
(13)Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.
(14)Non-accrual and non-income producing investment.
(15)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”
(16)External Investment Manager. Investment is not encumbered as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.
(17)Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.
(18)Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for further discussion.
(19)Investments may have a portion, or all, of their income received from Paid-in-Kind ("PIK") interest or dividends. PIK interest income and cumulative dividend income represent income not paid currently in cash. The difference between the Total Rate and PIK Rate represents the cash rate as of December 31, 2021.
(20)All portfolio company headquarters are based in the United States, unless otherwise noted.
(21)Portfolio company headquarters are located outside of the United States.
(22)In connection with the Company's debt investment in Staples Canada ULC and in an attempt to mitigate any potential adverse change in foreign exchange rates during the term of the Company's investment, the Company maintains a forward foreign currency contract with Cadence Bank to lend $21.4 million Canadian Dollars and receive $16.9 million U.S. Dollars with a settlement date of September 14, 2022. The unrealized depreciation on the forward foreign currency contract was not significant as of December 31, 2021.
(23)The Company has entered into an intercreditor agreement that entitles the Company to the “last out” tranche of the first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder.Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 7.25% (Floor 1.25%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.
(24)Investment date represents the date of initial investment in the security position.
(25)A majority of the variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to either LIBOR (“L”) or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate(“P”)), which typically resets every one, three, or six months at the borrower’s option.
(26)Warrants are presented in equivalent units with a strike price of $14.28 per unit.
(27)Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.
(28)Warrants are presented in equivalent units with a strike price of $1.50 per unit.
(29)As of December 31, 2021, borrowings under the loan facility bore interest at LIBOR+6.00% or Prime+5.00%. Delayed draw term loan facility permits the borrower to make an interest rate election on each new tranche of borrowings under the facility. The rate presented represents a weighted-average rate for borrowings under the facility.
(30)Shares/Units represent ownership in a related Real Estate or HoldCo entity.
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MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
(31)Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.
(32)The security has an effective contractual interest rate of 2.00% PIK + LIBOR+6.50%, Floor 1.00%, but the issuer may, in its discretion, elect to pay the PIK interest in cash. The rate presented represents the effective current yield based on actual payments received during the period.
(33)The Company has entered into an intercreditor agreement that entitles the Company to the “last out” tranche of the first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 7.96% (Floor 1.00%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.
(34)Short-term portfolio investments. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of short-term portfolio investments.
(35)Index based floating interest rate is subject to contractual maximum index rate of 1.50% as of December 31, 2021.
(36)Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investment in this portfolio company will not be finally determined until such process is complete.As noted in footnote (14), our debt investment in this portfolio company is on non-accrual status.


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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements

(Unaudited)

NOTE A—ORGANIZATION AND BASIS OF PRESENTATION

1.Organization

Main Street Capital Corporation (“MSCC”) is a principal investment firm primarily focused on providing customized debt and equity financing to lower middle market (“LMM”) companies and debt capital to middle market (“Middle Market”) companies. The portfolio investments of MSCC and its consolidated subsidiaries are typically made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in a variety of industry sectors. MSCC seeks to partner with entrepreneurs, business owners and management teams and generally provides “one stop”“one-stop” financing alternatives within its LMM portfolio.investment strategy. MSCC and its consolidated subsidiaries invest primarily in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States and in secured debt investments of Middle Market companies generally headquartered in the United States.

MSCC was formed in March 2007 to operate as an internally managed business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Because MSCC is internally managed, all of the executive officers and other employees are employed by MSCC. Therefore, MSCC does not pay any external investment advisory fees, but instead directly incurs the operating costs associated with employing investment and portfolio management professionals.
MSCC wholly owns several investment funds, including Main Street Mezzanine Fund, LP (“MSMF”) and Main Street Capital III, LP (“MSC III” and, together with MSMF, the “Funds”), and each of their general partners. The Funds are each licensed as a Small Business Investment Company (“SBIC”) by the United States Small Business Administration (“SBA”). Because MSCC is internally managed, all of the executive officers and other employees are employed by MSCC. Therefore, MSCC does not pay any external investment advisory fees, but instead directly incurs the operating costs associated with employing investment and portfolio management professionals.

MSC Adviser I, LLC (the “External Investment Manager”) was formed in November 2013 as a wholly ownedwholly-owned subsidiary of MSCC to provide investment management and other services to parties other than MSCC and its subsidiaries or their portfolio companies (“External Parties”) and receives fee income for such services. MSCC has been granted no-action relief by the Securities and Exchange Commission (“SEC”) to allow the External Investment Manager to register as a registered investment adviser under the Investment Advisers Act of 1940, as amended. Since the External Investment Manager conducts all of its investment management activities for External Parties, it is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC’s consolidated financial statements.

MSCC has elected to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, MSCC generally willdoes not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that it distributes to its stockholders.

MSCC has certain direct and indirect wholly ownedwholly-owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The primary purpose of the Taxable Subsidiaries is to permit MSCC to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes.

Unless otherwise noted or the context otherwise indicates, the terms “we,” “us,” “our,” the “Company” and “Main Street” refer to MSCC and its consolidated subsidiaries, which include the Funds and the Taxable Subsidiaries.

2.Basis of Presentation

Main Street’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies (“ASC 946”). For each of the periods presented

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herein, Main Street’s consolidated financial statements include the accounts of MSCC and its consolidated subsidiaries. The Investment Portfolio, as used herein, refers to all of Main Street’s investments in LMM portfolio companies,

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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


investments in Private Loan portfolio companies, investments in Middle Market portfolio companies, Private Loan (as defined in Note C) investments, Other Portfolio (as defined in Note C) investments and the investment in the External Investment Manager (see “NoteNote C—Fair Value Hierarchy for Investments and Debentures—Investments—Portfolio Composition—Investment Portfolio Composition”Composition for additional discussion of Main Street’s Investment Portfolio and definitions for the defined terms Private Loan and Other Portfolio). Main Street’s results of operations for the three and nine months ended September 30, 20212022 and 2020,2021, cash flows for the nine months ended September 30, 20212022 and 2020,2021, and financial position as of September 30, 20212022 and December 31, 2020,2021, are presented on a consolidated basis. The effects of all intercompany transactions between Main StreetMSCC and its consolidated subsidiaries have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements of Main Street are presented in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with U.S. GAAP are omitted. The unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2020.2021. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. The results of operations for the three and nine months ended September 30, 2021 and 20202022 are not necessarily indicative of the operating results to be expected for the full year. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Principles of Consolidation

Under ASC 946, Main Street is precluded from consolidating other entities in which Main Street has equity investments, including those in which it has a controlling interest, unless the other entity is another investment company. An exception to this general principle in ASC 946 occurs if Main Street holds a controlling interest in an operating company that provides all or substantially all of its services directly to Main Street or to its portfolio companies. Accordingly, as noted above, MSCC’s consolidated financial statements include the financial position and operating results for the Funds and the Taxable Subsidiaries. Main Street has determined that none of its portfolio investments qualify for this exception, including the investment in the External Investment Manager. Therefore, Main Street’s Investment Portfolio is carried on the consolidated balance sheetConsolidated Balance Sheets at fair value, as discussed further in Note B.1.—Summary of Significant Accounting Policies—Valuation of the Investment Portfolio, with any adjustments to fair value recognized as “Net Unrealized Appreciation (Depreciation)” on the consolidated statements of operations until the investment is realized, usually upon exit, resulting in any gain or loss being recognized as a “Net Realized Gain (Loss).”

, in both cases on the Consolidated Statements of Operations.

Portfolio Investment Classification

Main Street classifies its Investment Portfolio in accordance with the requirements of the 1940 Act. Under the 1940 Act, (a) “Control Investments” are defined as investments in which Main Street owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) “Affiliate Investments” are defined as investments in which Main Street owns between 5% and 25% (inclusive) of the voting securities and does not have rights to maintain greater than 50% of the board representation and (c) “Non-Control/Non-Affiliate Investments” are defined as investments that are neither Control Investments nor Affiliate Investments. For purposes of determining the classification of its Investment Portfolio, Main Street has excluded consideration of any voting securities or board appointment rights held by third-party investment funds advised by the External Investment Manager.

​

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.Valuation of the Investment Portfolio

Main Street accounts for its Investment Portfolio at fair value. As a result, Main Street follows the provisions of ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework
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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires Main Street to assume that the

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portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact.

Main Street’s portfolio strategy calls for it to invest primarily in illiquid debt and equity securities issued by privately held, LMM companies and more liquid debt securities issued by Middle Market companies that are generally larger in size than the LMM companies and that can be more liquid than the debt securities issued by LMM companies. Main Street categorizes some of its investments in LMM companies and Middle Market companies as Private Loan portfolio investments, which are primarily debt securities in privately held companies that have been originated directly by Main Street or through strategic relationships with other investment funds on a collaborative basis, and are often referred to in the debt markets as “club deals.” Private Loan investments are typically similarmade in companies that are consistent with the size structure, terms and conditions to investmentsof companies Main Street holdsinvests in through its LMM portfolio and Middle Market portfolio. Main Street’s portfolio also includes Other Portfolio investments which primarily consist of investments that are not consistent with the typical profiles for its LMM portfolio investments, Middle MarketPrivate Loan portfolio investments or Private LoanMiddle Market portfolio investments, including investments which may be managed by third parties. Main Street’s portfolio may also include short-term portfolio investments that are atypical of Main Street’s LMM, Private Loan and Middle Market and Private Loan portfolio investments in that they are intended to be a short-term deployment of capital and are more liquid than investments within the other portfolios. Main Street’s portfolio investments may be subject to restrictions on resale.

LMM investments and Other Portfolio investments generally have no established trading market, while Middle Market and short-term portfolio investments generally have established markets that are not active. Private Loan investments may include investments which have no established trading market or have established markets that are not active. Middle Market and short-term portfolio investments generally have established markets that are not active. Main Street determines in good faith the fair value of its Investment Portfolio pursuant to a valuation policy in accordance with ASC 820, and awith such valuation process approved by its Board of Directors and in accordance with the 1940 Act. Main Street’s valuation policies and processes are intended to provide a consistent basis for determining the fair value of Main Street’s Investment Portfolio.

For LMM portfolio investments, Main Street generally reviews external events, including private mergers, sales and acquisitions involving comparable companies, and includes these events in the valuation process by using an enterprise value waterfall methodology (“Waterfall”) for its LMM equity investments and an income approach using a yield-to-maturity model (“Yield-to-Maturity”) valuation method for its LMM debt investments. For Private Loan and Middle Market portfolio investments in debt securities for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value the investment in a current hypothetical sale using the Yield-to-Maturity valuation method. For Middle Market and short-term portfolio investments in debt securities for which it has determined that thirds-party quotes or other independent prices are available, Main Street primarily uses quoted prices in the valuation process. Main Street determines the appropriateness of the use of third-party broker quotes, if any, in determining fair value based on its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer, the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company and other market indices. For Middle Market and Private Loan portfolio investments in debt securities for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value the investment in a current hypothetical sale using the Yield-to-Maturity valuation method. For its Other Portfolio equity investments, Main Street generally calculates the fair value of the investment primarily based on the net asset value (“NAV”) of the fund and adjusts the fair value for other factors deemed relevant that would affect the fair value of the investment. All of the valuation approaches for Main Street’s portfolio investments estimate the value of the investment as if Main Street were to sell, or exit, the investment as of the measurement date.

These valuation approaches consider the value associated with Main Street’s ability to control the capital structure of the portfolio company, as well as the timing of a potential exit. For valuation purposes, “control” portfolio investments are composed of debt and equity securities in companies for which Main Street has a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company’s board of directors. For valuation purposes, “non-control” portfolio investments are generally composed of debt and equity
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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


securities in companies for which Main Street does not have a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company’s board of directors.

Under the Waterfall valuation method, Main Street estimates the enterprise value of a portfolio company using a combination of market and income approaches or other appropriate valuation methods, such as considering recent transactions in the equity securities of the portfolio company or third-party valuations of the portfolio company, and then performs a waterfallWaterfall calculation by allocating the enterprise value over the portfolio company’s securities in order of

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their preference relative to one another. The enterprise value is the fair value at which an enterprise could be sold in a transaction between two willing parties, other than through a forced or liquidation sale. Typically, privately held companies are bought and sold based on multiples of earnings before interest, taxes, depreciation and amortization (“EBITDA”), cash flows, net income, revenues, or in limited cases, book value. There is no single methodology for estimating enterprise value. For any one portfolio company, enterprise value is generally described as a range of values from which a single estimate of enterprise value is derived. In estimating the enterprise value of a portfolio company, Main Street analyzes various factors including the portfolio company’s historical and projected financial results. Due to SEC deadlines for Main Street’s quarterly and annual financial reporting, the operating results of a portfolio company used in the current period valuation are generally the results from the period ended three months prior to such valuation date and may include unaudited, projected, budgeted or pro forma financial information and may require adjustments for non-recurring items or to normalize the operating results that may require significant judgment in determining. In addition, projecting future financial results requires significant judgment regarding future growth assumptions. In evaluating the operating results, Main Street also analyzes the impact of exposure to litigation, loss of customers or other contingencies. After determining the appropriate enterprise value, Main Street allocates the enterprise value to investments in order of the legal priority of the various components of the portfolio company’s capital structure. In applying the Waterfall valuation method, Main Street assumes the loans are paid offpaid-off at the principal amount in a change in control transaction and are not assumed by the buyer, which Main Street believes is consistent with its past transaction history and standard industry practices.

Under the Yield-to-Maturity valuation method, Main Street also uses the income approach to determine the fair value of debt securities based on projections of the discounted future free cash flows that the debt security will likely generate, including analyzing the discounted cash flows of interest and principal amounts for the debt security, as set forth in the associated loan agreements, as well as the financial position and credit risk of the portfolio company. Main Street’s estimate of the expected repayment date of its debt securities is generally the maturity date of the instrument, as Main Street generally intends to hold its loans and debt securities to maturity. The Yield-to-Maturity analysis also considers changes in leverage levels, credit quality, portfolio company performance, changes in market basedmarket-based interest rates and other factors. Main Street will generally use the value determined by the Yield-to-Maturity analysis as the fair value for that security; however, because of Main Street’s general intent to hold its loans to maturity, the fair value will not exceed the principal amount of the debt security valued using the Yield-to-Maturity valuation method. A change in the assumptions that Main Street uses to estimate the fair value of its debt securities using the Yield-to-Maturity valuation method could have a material impact on the determination of fair value. If there is deterioration in credit quality or if a debt security is in workout status, Main Street may consider other factors in determining the fair value of the debt security, including the value attributable to the debt security from the enterprise value of the portfolio company or the proceeds that would most likely be received in a liquidation analysis.

Under the NAV valuation method, for an investment in an investment fund that does not have a readily determinable fair value, Main Street measures the fair value of the investment predominately based on the NAV of the investment fund as of the measurement date and adjusts the investment’s fair value for factors known to Main Street that would affect that fund’s NAV, including, but not limited to, fair values for individual investments held by the fund if Main Street holds the same investment or for a publicly traded investment. In addition, in determining the fair value of the investment, Main Street considers whether adjustments to the NAV are necessary in certain circumstances, based on the analysis of any restrictions on redemption of Main Street’s investment as of the measurement date, recent actual sales or redemptions of interests in the investment fund, and expected future cash flows available to equity holders, including the rate of return on those cash flows compared to an implied market return on equity required by market participants, or other uncertainties surrounding Main Street’s ability to realize the full NAV of its interests in the investment fund.

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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


Pursuant to its internal valuation process and the requirements under the 1940 Act, Main Street performs valuation procedures on each of its portfolio investments quarterly. In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its LMM portfolio companies, Main Street, among other things, consults with a nationally recognized independent financial advisory services firm. The nationally recognized independent financial advisory services firm analyzes and provides observations, recommendations and an assurance certification regarding the Company’s determinations of the fair value of its LMM portfolio company investments. The nationally recognized independent financial advisory services firm is generally consulted relative to Main Street’s investments in each LMM portfolio company at least once every calendar year, and for Main Street’s investments in new LMM portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, Main Street may determine that it is not cost-effective, and as a result is not in its stockholders’ best interest, to consult with the nationally recognized independent financial advisory services firm on its investments in one or more

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LMM portfolio companies. Such instances include, but are not limited to, situations where the fair value of Main Street’s investment in a LMM portfolio company is determined to be insignificant relative to the total Investment Portfolio. Main Street consulted with and received an assurance certification from its independent financial advisory services firm in arriving at Main Street’s determination of fair value on its investments in a total of 51 LMM portfolio companies for the nine months ended September 30, 2022, representing 80% of the total LMM portfolio at fair value as of September 30, 2022, and on a total of 43 LMM portfolio companies for the nine months ended September 30, 2021, representing approximately 70% of the total LMM portfolio at fair value as of September 30, 2021, and on a total of 40 LMM portfolio companies for the nine months ended September 30, 2020, representing approximately 64% of the total LMM portfolio at fair value as of September 30, 2020.2021. Excluding its investments in LMM portfolio companies that, as of September 30, 20212022 and 2020,2021, as applicable, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment or whose primary purpose is to own real estate for which a third-party appraisal is obtained on at least an annual basis, the percentage of the LMM portfolio reviewed and certified by Main Street’s independent financial advisory services firm for the nine months ended September 30, 2022 and 2021 was 80% and 2020 was 74% and 69% of the total LMM portfolio at fair value as of September 30, 2022 and 2021, and 2020, respectively.

For valuation purposes, all of Main Street’s Middle Market portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, Main Street uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. For Middle Market portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Middle Market debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Middle Market equity investments in a current hypothetical sale using the Waterfall valuation method. Because the vast majority of the Middle Market portfolio investments are typically valued using third-party quotes or other independent pricing services (including 91% and 90% of the Middle Market portfolio investments as of September 30, 2021 and December 31, 2020, respectively), Main Street has not consulted with or received an assurance certification from its independent financial advisory services firm in connection with determining the fair value of its Middle Market investments.

For valuation purposes, all of Main Street’s Private Loan portfolio investments are non-control investments. For Private Loan portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Private Loan debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Private Loan equity investments in a current hypothetical sale using the Waterfall valuation method.

In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its Private Loan portfolio companies, Main Street, among other things, consults with a nationally recognized independent financial advisory services firm. The nationally recognized independent financial advisory services firm analyzes and provides observations and recommendations and an assurance certification regarding the Company’s determinations of the fair value of its Private Loan portfolio company investments. The nationally recognized independent financial advisory services firm is generally consulted relative to Main Street’s investments in each Private Loan portfolio company at least once every calendar year, and for Main Street’s investments in new Private Loan portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, Main Street may determine that it is not cost-effective, and as a result is not in its stockholders’ best interest, to consult with the nationally recognized independent financial advisory services firm on its investments in one or more Private Loan portfolio companies. Such instances include, but are not limited to, situations where the fair value of Main Street’s investment in a Private Loan portfolio company is determined to be insignificant relative to the total Investment Portfolio. Main Street consulted with and received an assurance certification from its independent financial advisory services firm in arriving at its determination of fair value on its investments in a total of 3140 Private Loan portfolio companies for the nine months ended September 30, 2021,2022, representing approximately 57%50% of the total Private Loan portfolio at fair value as of September 30, 2021,2022, and on a total of 31 Private Loan portfolio companies for the nine months ended September 30, 2020,2021, representing approximately 53%57% of the total Private Loan portfolio at fair value as of September 30, 2020.2021. Excluding its investments in Private Loan portfolio companies that, as of September 30, 20212022 and 2020,2021, as applicable, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment and its investments in Private Loan portfolio companies that were not reviewed because the investment is valued based upon third-party quotes or other independent pricing, the percentage of the Private Loan portfolio reviewed and certified by Main Street’s independent financial advisory services firm for the nine months ended

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September 30, 2022 and 2021 was 70% and 2020 was 75% and 71% of the total Private Loan portfolio at fair value as of September 30, 2022 and 2021, respectively.

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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


For valuation purposes, all of Main Street’s Middle Market portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, Main Street uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. For Middle Market portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Middle Market debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and 2020, respectively.

such Middle Market equity investments in a current hypothetical sale using the Waterfall valuation method. The Company generally consults on a limited basis with a financial advisory services firm in connection with determining the fair value of its Middle Market portfolio investments due to the nature of these investments. The vast majority (95% and 93% as of September 30, 2022 and December 31, 2021, respectively) of the Middle Market portfolio investments (i) are valued using third-party quotes or other independent pricing services, (ii) Main Street has consulted with and received an assurance certification from independent financial services firm within the last twelve months or (iii) are new investments that have not been in the Investment Portfolio for at least twelve months subsequent to the initial investment.

For valuation purposes, all of Main Street’s short-term portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, Main Street uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. Because all of the short-term portfolio investments are typically valued using third-party quotes or other independent pricing services, Main Street generally does not consult with any financial advisory services firms in connection with determining the fair value of its short-term portfolio investments.

For valuation purposes, all of Main Street’s Other Portfolio investments are non-control investments. Main Street’s Other Portfolio investments comprised 6.2%2.9% and 3.6%4.7% of Main Street’s Investment Portfolio at fair value as of September 30, 20212022 and December 31, 2020,2021, respectively. Similar to the LMM investment portfolio, market quotations for Other Portfolio equity investments are generally not readily available. For its Other Portfolio equity investments, Main Street generally determines the fair value of these investments using the NAV valuation method.

For valuation purposes, Main Street’s investment in the External Investment Manager is a control investment. Market quotations are not readily available for this investment, and as a result, Main Street determines the fair value of the External Investment Manager using the Waterfall valuation method under the market approach. In estimating the enterprise value, Main Street analyzes various factors, including the entity’s historical and projected financial results, as well as its size, marketability and performance relative to the population of market comparables. This valuation approach estimates the value of the investment as if Main Street were to sell, or exit, the investment. In addition, Main Street considers its ability to control the capital structure of the company, as well as the timing of a potential exit, in connection with determining the fair value of the External Investment Manager.

Due to the inherent uncertainty in the valuation process, Main Street’s determination of fair value for its Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. Main Street determines the fair value of each individual investment and records changes in fair value as unrealized appreciation or depreciation.

Main Street uses an internally developed portfolio investment rating system in connection with its investment oversight, portfolio management and analysis and investment valuation procedures for its LMM, Private Loan and Middle Market portfolio companies. This system takes into account both quantitative and qualitative factors of each LMM, Private Loan and Middle Market portfolio company.
In December 2020, the LMM portfolio company and the investments held therein.

The SEC recently adopted new Rule 2a-5 under the 1940 Act, which permits a BDC’s board of directors to designate its executive officers or investment adviser as a valuation designee to determine the fair value for its investment portfolio, subject to the active oversight of the board. Main Street’s Board of Directors has approved policies and procedures pursuant to Rule 2a-5 (the “Valuation Procedures”) and has designated a group of its executive officers to serve as the Board’sBoard of Directors’ valuation designee. Main Street adopted the Valuation Procedures effective April 1,

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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


2021. Main Street believes its Investment Portfolio as of September 30, 20212022 and December 31, 20202021 approximates fair value as of those dates based on the markets in which it operates and other conditions in existence on those reporting dates.

2.Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results may differ from these estimates under different conditions or assumptions. Additionally, as explained in Note B.1.—Summary of Significant Accounting Policies—Valuation of the Investment Portfolio, the consolidated financial statements include investments in the Investment Portfolio whose values have been estimated by Main Street, pursuant to valuation policies and procedures approved and overseen by Main Street’s Board of Directors, in the absence of readily ascertainable market values. Because of the inherent uncertainty of the Investment Portfolio valuations, those estimated values may differ materially from the values that would have been determined had a ready market for the securities existed.

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TheMacroeconomic factors, including the COVID-19 pandemic, risk of recession, inflation, supply chain constraints or disruptions, geopolitical disruptions and rising interest rates, and the related effect on the U.S. and global economies, hashave impacted, and threatens tomay continue to impact, the businesses and operating results of certain of Main Street’s portfolio companies, as well as market interest rate spreads. As a result of these and other current effects of the COVID-19 pandemic,macroeconomic factors, as well as the uncertainty regarding the extent and duration of itstheir impact, the valuation of Main Street’s Investment Portfolio has been experiencingand may continue to experience increased volatility since the beginning of the COVID-19 pandemic.

volatility.

3.Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid investments with an original maturity of three months or less at the date of purchase. Cash and cash equivalents are carried at cost, which approximates fair value.

At September 30, 2021,2022, cash balances totaling $56.8$58.2 million exceeded Federal Deposit Insurance Corporation insurance protection levels, subjecting the Company to risk related to the uninsured balance. All of the Company’s cash deposits are held at large established high credit quality financial institutions and management believes that the risk of loss associated with any uninsured balances is remote.

4.Interest, Dividend and Fee Income

Main Street records interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. In accordance with Main Street’s valuation policies, Main Street evaluates accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if Main Street otherwise does not expect the debtor to be able to service all of its debt or other obligations,obligation, Main Street will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security’s status significantly improves regarding the debtor’s ability to service the debt or other obligations,obligation, or if a loan or debt security is sold or written off, Main Street removes it from non-accrual status.

As of September 30, 2022, Main Street’s total Investment Portfolio had 11 investments on non-accrual status, which comprised 0.8% of its fair value and 3.7% of its cost. As of December 31, 2021, Main Street’s total Investment Portfolio had eightnine investments on non-accrual status, which comprised approximately 0.9%0.7% of its fair value and 3.5%3.3% of its cost. As of December 31, 2020, Main Street’s total Investment Portfolio had seven investments on non-accrual status, which comprised approximately 1.3% of its fair value and 3.6% of its cost.

Main Street holds certain debt and preferred equity instruments in its Investment Portfolio that contain payment-in-kind (“PIK”) interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment.
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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed in Note B.9. —Summary of Significant Accounting Policies—Income Taxes below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though Main Street may not have collected the PIK interest and cumulative dividends in cash. For the three months ended September 30, 2021 and 2020, (i) approximately 2.1% and 3.7%, respectively, of Main Street’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 0.6% and 0.7%, respectively, of Main Street’s total investment income was attributable to cumulative dividend income not paid currently in cash. For the nine months ended September 30, 2021 and 2020, (i) approximately 3.0% and 3.0%, respectively, of Main Street’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 0.6% and 0.6%, respectively, of Main Street’s total investment income was attributable to cumulative dividend income not paid currently in cash. Main Street stops accruing PIK interest and cumulative dividends and writes off any accrued and uncollected interest and dividends in arrears when it determines that such PIK interest and dividends in arrears are no longer collectible.

​

For the three months ended September 30, 2022 and 2021, (i) 1.2% and 2.1%, respectively, of Main Street’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.3% and 0.6%, respectively, of Main Street’s total investment income was attributable to cumulative dividend income not paid currently in cash. For the nine months ended September 30, 2022 and 2021, (i) 1.3% and 3.0%, respectively, of Main Street’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.5% and 0.6%, respectively, of Main Street’s total investment income was attributable to cumulative dividend income not paid currently in cash.

Main Street may periodically provide services, including structuring and advisory services, to its portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are deferred and accreted into income over the life of the financing.

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A presentation of total investment income Main Street received from its Investment Portfolio in each of the periods presented is as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2021

    

2020

    

2021

    

2020

​

​

(dollars in thousands)

Three Months Ended
September 30,		Nine Months Ended
September 30,
2022202120222021
(dollars in thousands)

Interest, fee and dividend income:

​

​

​

​

​

​

​

​

​

​

​

​

Interest, fee and dividend income:

Interest income

​

$

50,468

​

$

42,138

​

$

139,882

​

$

128,587

Interest income$75,023 $50,468 $198,446 $139,882 

Dividend income

​

 

23,012

​

 

8,106

​

 

59,328

​

 

23,942

Dividend income19,424 23,012 53,959 59,328 

Fee income

​

 

3,299

​

 

1,710

​

 

7,671

​

 

7,580

Fee income3,940 3,299 10,576 7,671 

Total interest, fee and dividend income

​

$

76,779

​

$

51,954

​

$

206,881

​

$

160,109

Total interest, fee and dividend income$98,387 $76,779 $262,981 $206,881 

​

​

5.Deferred Financing Costs

Deferred financing costs include commitment fees and other direct costs related to Main Street’s multi-year revolving credit facility (the “Credit Facility”) and its unsecured notes, as well as the commitment fees and leverage fees (approximately 3.4%(3.4% of the total commitment and draw amounts, as applicable) on the SBIC debentures. See further discussion of Main Street’s debt in Note E.E—Debt. Deferred financing costs in connection with the Credit Facility are capitalized as an asset. Deferred financing costs in connection with all other debt arrangements are a direct deduction from the related debt liability.

principal amount outstanding.

6.Equity Offering Costs

The Company’s offering costs are charged against the proceeds from equity offerings when the proceeds are received.

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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


7.Unearned Income—Debt Origination Fees and Original Issue Discount and Discounts / Premiums to Par Value

Main Street capitalizes debt origination fees received in connection with financings and reflects such fees as unearned income netted against the applicable debt investments. The unearned income from the fees is accreted into income based on the effective interest method over the life of the financing.

In connection with its portfolio debt investments, Main Street sometimes receives nominal cost warrants or warrants with an exercise price below the fair value of the underlying equity (together, “nominal cost equity”) that are valued as part of the negotiation process with the particular portfolio company. When Main Street receives nominal cost equity, Main Street allocates its cost basis in its investment between its debt security and its nominal cost equity at the time of origination based on amounts negotiated with the particular portfolio company. The allocated amounts are based upon the fair value of the nominal cost equity, which is then used to determine the allocation of cost to the debt security. Any discount recorded on a debt investment resulting from this allocation is reflected as unearned income, which is netted against the applicable debt investment, and accreted into interest income based on the effective interest method over the life of the debt investment. The actual collection of this interest is deferred until the time of debt principal repayment.

Main Street may also purchase debt securities at a discount or at a premium to the par value of the debt security. In the case of a purchase at a discount, Main Street records the investment at the par value of the debt security net of the discount, and the discount is accreted into interest income based on the effective interest method over the life of the debt investment. In the case of a purchase at a premium, Main Street records the investment at the par value of the debt security plus the premium, and the premium is amortized as a reduction to interest income based on the effective interest method over the life of the debt investment.

To maintain RIC tax treatment (as discussed in Note B.9.—Summary of Significant Accounting Policies—Income Taxes below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though Main Street may not have collected the interest income. For the three months ended September 30, 20212022 and 2020, approximately2021, 1.8% and 3.3%1.8%, respectively, of Main Street’s total investment income was attributable to interest income from the accretion of discounts associated with debt

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investments, net of any premium reduction. For the nine months ended September 30, 2022 and 2021, and 2020, approximately 2.1%1.9% and 2.1%, respectively, of Main Street’s total investment income was attributable to interest income from the accretion of discounts associated with debt investments, net of any premium reduction.

8.Share-Based Compensation

Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, Main Street measures the grant date fair value based upon the market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.

Main Street has also adopted Accounting Standards Update (“ASU”) 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which requires that all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) be recognized as income tax expense or benefit in the income statement and not delay recognition of a tax benefit until the tax benefit is realized through a reduction to taxes payable. Accordingly, the tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Additionally, Main Street has elected to account for forfeitures as they occur.

9.Income Taxes

MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC’s taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its “investment company taxable income” (which is generally its net ordinary taxable income
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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given fiscal year may be distributed up to 12twelve months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) the filing of the U.S. federal income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.

The Taxable Subsidiaries primarily hold certain portfolioequity investments for Main Street. The Taxable Subsidiaries permit Main Street to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes and to continue to comply with the “source-of-income” requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with Main Street for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in Main Street’s consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to temporary book and tax timing differences and permanent differences. The Taxable Subsidiaries are each taxed at their normal corporate income tax rates based on their taxable income. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the Taxable Subsidiaries are reflected in Main Street’s consolidated financial statements.

The External Investment Manager is an indirect wholly ownedwholly-owned subsidiary of MSCC owned through a Taxable Subsidiary and is a disregarded entity for tax purposes. The External Investment Manager has entered into a tax sharing agreement with its Taxable Subsidiary owner. Since the External Investment Manager is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC’s consolidated financial statements, and as a result of the tax sharing agreement with its Taxable Subsidiary owner, for its stand-alone financial reporting purposes the External Investment Manager is treated as if it is taxed at normal corporate income tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the External Investment Manager are reflected in the External Investment Manager’s separate financial statements.

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The Taxable Subsidiaries and the External Investment Manager use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided, if necessary, against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

Main Street’s net assets as included on the Consolidated Balance Sheets and Consolidated Statements of Changes in Net Assets include an adjustment to classification as a result of permanent book-to-tax differences, which include differences in the book and tax treatment of income and expenses.

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

10.Net Realized Gains or Losses and Net Unrealized Appreciation or Depreciation

Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period net of recoveries and realized gains or losses from in-kind redemptions. Net unrealized appreciation or depreciation reflects the net change in the fair value of the Investment Portfolio and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.

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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


11.Fair Value of Financial Instruments

Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Main Street believes that the carrying amounts of its financial instruments, consisting of cash and cash equivalents, receivables, payables and other liabilities approximate the fair values of such items due to the short-term nature of these instruments.

To estimate the fair value of Main Street’s multiple tranches of unsecured debt instruments as disclosed in Note E – Debt, Main Street uses quoted market prices. For the estimated fair value of Main Street’s SBIC debentures, Main Street uses the Yield-to-Maturity valuation method based on projections of the discounted future free cash flows that the debt security will likely generate, including both the discounted cash flows of the associated interest and principal amounts for the debt security.

12.Earnings per Share

Basic and diluted per share calculations are computed utilizing the weighted-average number of shares of common stock outstanding for the period. In accordance with ASC 260, Earnings Per Share, the unvested shares of restricted stock awarded pursuant to Main Street’s equity compensation plans are participating securities and, therefore, are included in the basic earnings per share calculation. As a result, for all periods presented, there is no difference between diluted earnings per share and basic earnings per share amounts.

13.Recently Issued or Adopted Accounting Standards

In March 2020, the FASB issued ASU 2020-04, “Reference rate reform (Topic 848)—Facilitation of the effects of reference rate reform on financial reporting.” The amendments in this update provide optional expedients and exceptions for applying U.S. GAAP to certain contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform and became effective upon issuance for all entities. The Company has agreements that have LIBOR as a reference rate with certain portfolio companies and also with certain lenders. Many of these agreements include language for choosing an alternative successor rate if LIBOR reference is no longer considered to be appropriate. Contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. The Company adopted this amendment in March 2020 and plans to apply the amendments in this update to account for contract modifications due to changes in reference rates when LIBOR reference is no longer used. The Company did not utilizeutilized the optional expedients and exceptions provided by ASU 2020-04 during the nine months ended September 30,

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Table 2022, the effect of Contents

2021.which was not material to the consolidated financial statements and the notes thereto. The Company continuesdoes not expect ASU 2022-04 to evaluatehave a material impact to the consolidated financial statements and the notes thereto.

In December 2021, the SEC published Staff Accounting Bulletin No. 120 (“SAB 120”) to provide accounting and disclosure guidance for stock compensation awards made to executives and conforming amendments to the Staff Accounting Bulletin Series to align with the current authoritative accounting guidance in ASC 718, Compensation – Stock Compensation. In part, SAB 120 requires that an entity disclose how it determines the current price of underlying shares for grant-date fair value, the policy for when an adjustment to the share price is required, how it determines the amount of an adjustment to the share price and any significant assumptions used in determining an adjustment to the share price. SAB 120 is effective for all stock compensation awards issued after December 1, 2021. Main Street is in compliance with the guidance pursuant to SAB 120 for any share-based compensation disclosures. See Note J – Share-Based Compensation for further discussion of Main Street’s policies and procedures regarding share-based compensation. The impact thatof SAB 120 was not material to the consolidated financial statements and the notes thereto.
In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” The amendments in this update willprovide that a contractual restriction on the sale of
an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update also require additional disclosures for equity securities subject to contractual sales restrictions. ASU 2022-03 is required for years beginning after December 15, 2023, though early
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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


adoption is permitted. The Company does not expect ASU 2022-03 to have on itsa material impact to the consolidated financial statements and disclosures when applied.

In May 2020, the SEC published Release No. 33-10786 (the “May 2020 Release”), Amendments to Financial Disclosures about Acquired and Disposed Businesses, announcing its adoption of rules amending Rule 1-02(w)(2) under Regulation S-X used in the determination of a significant subsidiary specific to investment companies, including BDCs. In part, the rules adopted pursuant to the May 2020 Release eliminated the use of the asset test, and amended the income and investment tests for determining whether an unconsolidated subsidiary requires additional disclosure in the footnotes of the financial statements. Main Street adopted the rules pursuant to the May 2020 Release during the quarter ended June 30, 2020. The impact of the adoption of these rules on Main Street’s consolidated financial statements was not material.

In December 2020, the SEC published Release No. IC-34084 (the “December 2020 Release”) Use of Derivatives by Registered Investment Companies and Business Development Companies, announcing its adoption of Rule 18f-4 and amendment of Rule 6c-11 under the 1940 Act to provide an updated, comprehensive approach to the regulation of registered investment companies’, including BDCs’, use of derivatives and address investor protection concerns. In part, the rules adopted pursuant to the December 2020 Release require that funds using derivatives generally will have to adopt a derivatives risk management program that a derivatives risk manager administers and that the fund’s board of directors oversees, and comply with an outer limit on fund leverage. Funds that use derivatives only in a limited manner will not be subject to these requirements, but they will have to adopt and implement policies and procedures reasonably designed to manage the fund’s derivatives risks. Funds also will be subject to reporting and recordkeeping requirements regarding their derivatives use. Main Street adopted the rules pursuant to the December 2020 Release during the quarter ended March 31, 2021. As Main Street is a limited user of derivatives, the impact of the adoption of these rules on the consolidated financial statements was not material.

notes thereto.

From time to time, new accounting pronouncements are issued by the FASB or other standards settingstandards-setting bodies that are adopted by Main Street as of the specified effective date. Main Street believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its consolidated financial statements upon adoption.

​

NOTE C—FAIR VALUE HIERARCHY FOR INVESTMENTS AND DEBENTURES—INVESTMENTS—PORTFOLIO COMPOSITION

ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. Main Street accounts for its investments at fair value.

Fair Value Hierarchy

In accordance with ASC 820, Main Street has categorized its investments based on the priority of the inputs to the valuation technique into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical investments (Level 1) and the lowest priority to unobservable inputs (Level 3).

Investments recorded on Main Street’s balance sheetConsolidated Balance Sheets are categorized based on the inputs to the valuation techniques as follows:

Level 1—Investments whose values are based on unadjusted quoted prices for identical assets in an active market that Main Street has the ability to access (examples include investments in active exchange-traded equity securities and investments in most U.S. government and agency securities).

Level 2—Investments whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the investment. Level 2 inputs include the following:

●Quoted prices for similar assets in active markets (for example, investments in restricted stock);

64

•Quoted prices for similar assets in active markets (for example, investments in restricted stock);
•Quoted prices for identical or similar assets in non-active markets (for example, investments in thinly traded public companies);

Table•Pricing models whose inputs are observable for substantially the full term of Contents

the investment (for example, market interest rate indices); and
●Quoted prices for identical or similar assets in non-active markets (for example, investments in thinly traded public companies);
●Pricing models whose inputs are observable for substantially the full term of the investment (for example, market interest rate indices); and
●Pricing models whose inputs are derived principally from, or corroborated by, observable market data through correlation or other means for substantially the full term of the investment.
•Pricing models whose inputs are derived principally from, or corroborated by, observable market data through correlation or other means for substantially the full term of the investment.

Level 3—Investments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (for example, investments in illiquid securities issued by privately held companies). These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the investment.

As required by ASC 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized within the Level 3 tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


As of September 30, 20212022 and December 31, 2020,2021, all of Main Street’s LMM portfolio investments consisted of illiquid securities issued by privately held companies and the fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of Main Street’s LMM portfolio investments were categorized as Level 3 as of September 30, 20212022 and December 31, 2020.

2021.

As of September 30, 20212022 and December 31, 2020,2021, Main Street’s Private Loan portfolio investments primarily consisted of investments in interest-bearing secured debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street’s Private Loan portfolio investments were categorized as Level 3 as of September 30, 2022 and December 31, 2021.
As of September 30, 2022 and December 31, 2021, Main Street’s Middle Market portfolio investments consisted primarily of investments in secured and unsecured debt investments and independently rated debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street’s Middle Market portfolio investments were categorized as Level 3 as of September 30, 20212022 and December 31, 2020.

2021.

As of September 30, 20212022 and December 31, 2020, Main Street’s private loan (“Private Loan”) portfolio investments primarily consisted of investments in interest-bearing secured debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street’s Private Loan portfolio investments were categorized as Level 3 as of September 30, 2021, and December 31, 2020.

As of September 30, 2021 and December 31, 2020, Main Street’s Other Portfolio investments consisted of illiquid securities issued by privately held companies and the fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of Main Street’s Other Portfolio investments were categorized as Level 3 as of September 30, 20212022 and December 31, 2020.

2021.

As of September 30, 2021,2022, Main Street held severalone short-term portfolio investments consisting primarily of investments ininvestment, which was a secured debt investments and independently rated debt investments.investment. The fair value determination for these investmentsthis investment consisted of available observable inputs in non-active markets sufficient to determine the fair value of these investments.the investment. As a result, all of Main Street’s short-term portfolio investments wereinvestment was categorized as Level 2 as of September 30, 2021.2022. As of December 31, 2021, Main Street did not hold anyheld one short-term portfolio investmentsinvestment, which was a secured debt investment. The fair value determination for this investment consisted of available observable inputs in non-active markets sufficient to determine the fair value of the investment. As a result, Main Street’s short-term portfolio investment was categorized as Level 2 as of December 31, 2020.

2021.

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The fair value determination of each portfolio investment categorized as Level 3 required one or more of the following unobservable inputs:

●Financial information obtained from each portfolio company, including unaudited statements of operations and balance sheets for the most recent period available as compared to budgeted numbers;
●Current and projected financial condition of the portfolio company;
●Current and projected ability of the portfolio company to service its debt obligations;
●Type and amount of collateral, if any, underlying the investment;
●Current financial ratios (e.g., fixed charge coverage ratio, interest coverage ratio and net debt/EBITDA ratio) applicable to the investment;
●Current liquidity of the investment and related financial ratios (e.g., current ratio and quick ratio);
●Pending debt or capital restructuring of the portfolio company;
●Projected operating results of the portfolio company;
●Current information regarding any offers to purchase the investment;
●Current ability of the portfolio company to raise any additional financing as needed;
●Changes in the economic environment which may have a material impact on the operating results of the portfolio company;
●Internal occurrences that may have an impact (both positive and negative) on the operating performance of the portfolio company;
●Qualitative assessment of key management;
●Contractual rights, obligations or restrictions associated with the investment; and
●Other factors deemed relevant.
•Financial information obtained from each portfolio company, including unaudited statements of operations and balance sheets for the most recent period available as compared to budgeted numbers;

•Current and projected financial condition of the portfolio company;
•Current and projected ability of the portfolio company to service its debt obligations;
•Type and amount of collateral, if any, underlying the investment;
•Current financial ratios (e.g., fixed charge coverage ratio, interest coverage ratio and net debt/EBITDA ratio) applicable to the investment;
•Current liquidity of the investment and related financial ratios (e.g., current ratio and quick ratio);
•Pending debt or capital restructuring of the portfolio company;
•Projected operating results of the portfolio company;
•Current information regarding any offers to purchase the investment;
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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


•Current ability of the portfolio company to raise any additional financing as needed;
•Changes in the economic environment which may have a material impact on the operating results of the portfolio company;
•Internal occurrences that may have an impact (both positive and negative) on the operating performance of the portfolio company;
•Qualitative assessment of key management;
•Contractual rights, obligations or restrictions associated with the investment; and
•Other factors deemed relevant.
The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. The significant unobservable inputs used in the fair value measurement of Main Street’s LMM equity securities, which are generally valued through an average of the discounted cash flow technique and the market comparable/enterprise value technique (unless one of these approaches is determined to not be appropriate), are (i) EBITDA multiples and (ii) the weighted-average cost of capital (“WACC”). Significant increases (decreases) in EBITDA multiple inputs in isolation would result in a significantly higher (lower) fair value measurement. On the contrary, significant increases (decreases) in WACC inputs in isolation would result in a significantly lower (higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of Main Street’s LMM, Private Loan and Middle Market and Private Loan securities are (i) risk adjusted discount rates used in the Yield-to-Maturity valuation technique (see “Note Note B.1.—Valuation of the Investment Portfolio”Portfolio) and (ii) the percentage of expected principal recovery. Significant increases (decreases) in any of these discount rates in isolation would result in a significantly lower (higher) fair value measurement. Significant increases (decreases) in any of these expected principal recovery percentages in isolation would result in a significantly higher (lower) fair value measurement. However, due to the nature of certain investments, fair value measurements may be based on other criteria, such as third-party appraisals of collateral and fair values as determined by independent third parties, which are not presented in the tables below.

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The following tables provide a summary of the significant unobservable inputs used to fair value Main Street’s Level 3 portfolio investments as of September 30, 20212022 and December 31, 2020:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Fair Value as of

    

​

    

​

    

​

    

​

    

​

 

​

​

September 30, 

​

​

​

​

​

​

​

​

​

​

 

Type of

​

2021

​

​

​

Significant

​

​

​

Weighted

​

​

 

Investment

 

(in thousands)

​

Valuation Technique

​

Unobservable Inputs

​

Range(3)

​

Average(3)

​

Median(3)

​

Equity investments

​

$

977,015

 

Discounted cash flow

 

WACC

 

9.3% - 20.6%

 

13.9

%

14.9

%

​

​

​

​

 

Market comparable / Enterprise Value

 

EBITDA multiple (1)

 

4.5x - 8.5x(2)

 

6.8x

 

6.0x

​

Debt investments

​

$

1,722,560

 

Discounted cash flow

 

Risk adjusted discount factor

 

6.1% - 16.0%(2)

 

10.1

%

10.0

%

​

​

​

​

​

​

 

Expected principal recovery percentage

 

0.0% - 100.0%

 

100.0

%

100.0

%

Debt investments

​

$

383,188

 

Market approach

 

Third‑party quote

 

38.2 - 101.3

 

96.1

 

98.0

​

Total Level 3 investments

​

$

3,082,763

​

​

​

​

​

​

​

​

​

​

​

2021:
(1)EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.
(2)Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.2x - 15.0x and the range for risk adjusted discount factor is 4.4% - 36.5%.
(3)Does not include investments for which the valuation technique does not include the use of the applicable fair value input.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Fair Value as of

    

​

    

​

    

​

    

​

    

​

 

​

​

December 31, 

​

​

​

​

​

​

​

​

​

​

 

Type of

​

2020

​

​

​

Significant

​

​

​

Weighted

​

​

 

Investment

 

(in thousands)

​

Valuation Technique

​

Unobservable Inputs

​

Range(3)

​

Average(3)

​

Median(3)

​

Equity investments

​

$

877,732

 

Discounted cash flow

 

WACC

 

9.4% - 21.0%

 

14.3

%

15.0

%

​

​

​

​

 

Market comparable / Enterprise Value

 

EBITDA multiple (1)

 

4.5x - 8.5x(2)

 

7.0x

 

6.1x

​

Debt investments

​

$

1,339,079

 

Discounted cash flow

 

Risk adjusted discount factor

 

7.4% - 15.3%(2)

 

10.6

%

10.8

%

​

​

​

​

​

​

 

Expected principal recovery percentage

 

0.0% - 100.0%

 

99.4

%

100.0

%

Debt investments

​

$

468,055

 

Market approach

 

Third‑party quote

 

45.0 - 100.3

 

94.7

 

96.5

​

Total Level 3 investments

​

$

2,684,866

​

​

​

​

​

​

​

​

​

​

​

Type of
Investment
Fair Value as of
September 30, 2022
(in thousands)
Valuation TechniqueSignificant Unobservable InputsRange(3)Weighted Average(3)Median(3)
Equity investments$1,105,236 Discounted cash flowWACC9.4% - 22.4%14.5 %15.6 %
Market comparable / Enterprise valueEBITDA multiple (1)4.3x - 8.3x (2)6.7x6.0x
Debt investments$2,548,347 Discounted cash flowRisk adjusted discount factor6.5% - 17.0% (2)10.3 %10.4 %
Expected principal recovery percentage0.0% - 200.0%99.6 %100.0 %
Debt investments$318,052 Market approachThird-party quote5.6 - 98.990.693.0
Total Level 3 investments$3,971,635 
(1)EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.
(2)Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.2x - 15.0x and the range for risk adjusted discount factor is 5.4% - 29.5%.
(3)Does not include investments for which the valuation technique does not include the use of the applicable fair value input.
____________________

67

(1)EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.
(2)Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.2x - 15.7x and the range for risk adjusted discount factor is 5.0% - 35.4%.
74

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MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


(3)Does not include investments for which the valuation technique does not include the use of the applicable fair value input.
Type of Investment
Fair Value as of December 31, 2021
(in thousands)
Valuation TechniqueSignificant Unobservable InputsRange(3)Weighted Average(3)Median(3)
Equity investments$1,050,269 Discounted cash flowWACC9.1% - 20.6%13.8 %14.8 %
Market comparable / Enterprise valueEBITDA multiple (1)4.8x - 7.7x(2)6.6x5.9x
Debt investments$2,158,424 Discounted cash flowRisk adjusted discount factor5.6% - 15.7%(2)9.8 %9.3 %
Expected principal recovery percentage0.0% - 100.0%99.6 %100.0 %
Debt investments$351,144 Market approachThird-party quote3.0 - 100.594.499.0
Total Level 3 investments$3,559,837 
____________________
(1)EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.
(2)Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.2x - 11.0x and the range for risk adjusted discount factor is 4.2% - 38.5%.
(3)Does not include investments for which the valuation technique does not include the use of the applicable fair value input.
The following tables provide a summary of changes in fair value of Main Street’s Level 3 portfolio investments for the nine-month periods ended September 30, 20212022 and 20202021 (amounts in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net

​

​

​

​

​

​

​

​

​

​

​

Fair Value

​

Transfers

​

​

​

​

​

​

​

Changes

​

Net

​

​

​

​

Fair Value

​

​

as of

​

Into

​

​

​

​

​

​

​

from

​

Unrealized

​

​

​

​

as of

Type of

 

December 31, 

 

Level 3

 

Redemptions/

 

New

 

Unrealized

 

Appreciation

​

​

​

 

September 30, 

Investment

    

2020

    

Hierarchy

    

Repayments

    

Investments

    

to Realized

    

(Depreciation)

    

Other(1)

    

2021

Debt

​

$

1,807,134

​

$

—

​

$

(528,158)

​

$

814,863

​

$

13,279

​

$

2,115

​

$

(3,485)

​

$

2,105,748

Equity

​

​

866,734

​

​

—

​

​

(64,335)

​

​

48,181

​

​

(2,826)

​

​

115,774

​

​

5,767

​

​

969,295

Equity Warrant

​

​

10,998

​

​

—

​

​

—

​

​

—

​

​

(1,940)

​

​

944

​

​

(2,282)

​

​

7,720

​

​

$

2,684,866

​

$

—

​

$

(592,493)

​

$

863,044

​

$

8,513

​

$

118,833

​

$

—

​

$

3,082,763

(1)Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information at the consolidated statements of cash flows.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

​

    

​

​

    

​

​

    

​

​

    

Net

    

​

​

    

​

​

    

​

​

​

​

Fair Value

​

Transfers

​

​

​

​

​

​

​

Changes

​

Net

​

​

​

​

Fair Value

​

​

as of

​

Into

​

​

​

​

​

​

​

from

​

Unrealized

​

​

​

​

as of

Type of

​

December 31, 

​

Level 3

​

Redemptions/

​

New

​

Unrealized

​

Appreciation

​

​

​

​

September 30, 

Investment

​

2019

​

Hierarchy

​

Repayments

​

Investments

 

to Realized

​

(Depreciation)

​

Other(1)

​

2020

Debt

​

$

1,782,575

​

$

—

​

$

(299,726)

​

$

367,944

​

$

49,393

​

$

(88,706)

​

$

(12,268)

​

$

1,799,212

Equity

​

 

809,538

​

 

—

​

 

(25,304)

​

 

50,535

​

 

(4,047)

​

 

(65,837)

​

 

12,268

​

 

777,153

Equity Warrant

​

 

10,211

​

 

—

​

 

(1,165)

​

 

—

​

 

1,165

​

 

(1,931)

​

 

—

​

 

8,280

​

​

$

2,602,324

​

$

—

​

$

(326,195)

​

$

418,479

​

$

46,511

​

$

(156,474)

​

$

—

​

$

2,584,645

Type of Investment
Fair Value
as of
December 31, 2021
Transfers Into Level 3 HierarchyRedemptions/ RepaymentsNew InvestmentsNet Changes from Unrealized to RealizedNet Unrealized Appreciation (Depreciation)Other(1)
Fair Value
as of
September 30, 2022
Debt$2,509,568 $— $(436,372)$869,214 $9,632 $(78,710)$(6,933)$2,866,399 
Equity1,043,709 — (49,447)47,475 (11,801)63,591 6,933 1,100,460 
Equity Warrant6,560 — (474)— (615)(696)— 4,775 
$3,559,837 $— $(486,293)$916,689 $(2,784)$(15,815)$— $3,971,635 
____________________
(1)Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information in the Consolidated Statements of Cash Flows.
Type of Investment
Fair Value
as of
December 31, 2020
Transfers Into Level 3 HierarchyRedemptions/ RepaymentsNew InvestmentsNet Changes from Unrealized to RealizedNet Unrealized Appreciation (Depreciation)Other(1)
Fair Value
as of
September 30, 2021
Debt$1,807,134 $— $(528,158)$814,863 $13,279 $2,115 $(3,485)$2,105,748 
Equity866,734 — (64,335)48,181 (2,826)115,774 5,767 969,295 
Equity Warrant10,998 — — — (1,940)944 (2,282)7,720 
$2,684,866 $— $(592,493)$863,044 $8,513 $118,833 $— $3,082,763 
____________________
(1)Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information in the Consolidated Statements of Cash Flows.
75
Table of contents
(1)Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information at the consolidated statements of cash flows.
MAIN STREET CAPITAL CORPORATION

​

Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


At September 30, 20212022 and December 31, 2020,2021, Main Street’s investments at fair value were categorized as follows in the fair value hierarchy for ASC 820 purposes:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value Measurements

​

​

​

​

​

(in thousands)

​

    

​

​

    

Quoted Prices in

    

​

​

    

Significant

​

​

​

​

 

Active Markets for

 

Significant Other

 

Unobservable

​

​

​

​

 

Identical Assets

 

Observable Inputs

 

Inputs

At September 30, 2021

​

Fair Value

 

(Level 1)

​

(Level 2)

 

(Level 3)

LMM portfolio investments

​

$

1,494,109

​

$

—

​

$

—

​

$

1,494,109

Middle Market portfolio investments

​

 

420,941

​

 

—

​

 

—

​

 

420,941

Private Loan portfolio investments

​

 

845,961

​

 

—

​

 

—

​

 

845,961

Other Portfolio investments

​

 

193,672

​

 

—

​

 

—

​

 

193,672

External Investment Manager

​

 

128,080

​

 

—

​

 

—

​

 

128,080

Short-term portfolio investments

​

​

34,341

​

​

—

​

​

34,341

​

​

—

Total investments

​

$

3,117,104

​

$

—

​

$

34,341

​

$

3,082,763

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

​

​

Fair Value Measurements

​

​

​

​

​

(in thousands)

​

​

​

​

​

Quoted Prices in

​

​

​

​

Significant

​

​

​

​

 

Active Markets for

 

Significant Other

​

Unobservable

​

​

​

​

 

Identical Assets

 

Observable Inputs

 

Inputs

At December 31, 2020

​

Fair Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

LMM portfolio investments

​

$

1,285,524

​

$

—

​

$

—

​

$

1,285,524

Middle Market portfolio investments

​

 

445,609

​

 

—

​

 

—

​

 

445,609

Private Loan portfolio investments

​

 

740,370

​

 

—

​

 

—

​

 

740,370

Other Portfolio investments

​

 

96,603

​

 

—

​

 

—

​

 

96,603

External Investment Manager

​

 

116,760

​

 

—

​

 

—

​

 

116,760

Total investments

​

$

2,684,866

​

$

—

​

$

—

​

$

2,684,866

​

​

68

Table of Contents

Fair Value Measurements
(in thousands)
At September 30, 2022Fair ValueQuoted Prices in
Active Markets for
Identical Assets
(Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
LMM portfolio investments$1,910,915 $— $— $1,910,915 
Private Loan portfolio investments1,476,934 — — 1,476,934 
Middle Market portfolio investments354,286 — — 354,286 
Other Portfolio investments117,010 — — 117,010 
External Investment Manager112,490 — — 112,490 
Short-term portfolio investments1,855 — 1,855 — 
Total investments$3,973,490 $— $1,855 $3,971,635 

Fair Value Measurements
(in thousands)
At December 31, 2021Fair ValueQuoted Prices in
Active Markets for
Identical Assets
(Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
LMM portfolio investments$1,716,415 $— $— $1,716,415 
Private Loan portfolio investments1,141,772 — — 1,141,772 
Middle Market portfolio investments395,167 — — 395,167 
Other Portfolio investments166,083 — — 166,083 
External Investment Manager140,400 — — 140,400 
Short-term portfolio investments1,994 — 1,994 — 
Total investments$3,561,831 $— $1,994 $3,559,837 

Investment Portfolio Composition

Main Street’s principal investment objective is to maximize its portfolio’s total return by generating current income from its debt investments and current income and capital appreciation from its equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. Main Street seeks to achieve its investment objective through its LMM, Private Loan and Middle Market investment strategies.
Main Street’s LMM portfolioinvestment strategy involves investments primarily consist ofin secured debt, equity warrants and direct equity investments in privately held, LMM companies based in the United States. Main Street’s LMM portfolio companies generally have annual revenues between $10 million and $150 million, and its LMM investments generally range in size from $5 million to $50$75 million. The LMM debt investments are typically secured by either a first or second priority lien on the assets of the portfolio company, can include either fixed or floating rate terms and generally have a term of between five and seven years from the original investment date. In most LMM portfolio investments, Main Street receives nominally priced equity warrants and/or makes direct equity investments in connection with a debt investment.

Main Street’s private loan (“Private Loan”) investment strategy involves investments in privately held companies that are generally consistent with the size of its LMM portfolio companies or Middle Market portfolio companies, and its Private Loan investments generally range in size from $10 million to $75 million. Main Street’s Private Loan investments generally consist of loans that have been originated directly by Main Street or through strategic
76
Table of contents
MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


relationships with other investment funds on a collaborative basis, and are often referred to in the debt markets as “club deals.” Main Street’s Private Loan portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date. Main Street may have the option to invest alongside the sponsor in the equity securities of its Private Loan portfolio companies.
Main Street’s Middle Market portfolio investments primarily consist of directinvestment strategy involves investments in syndicated loans to or secondary purchases of interest-bearing debt securities in privately held companies based in the United States that are generally larger in size than the companies included in Main Street’s LMM portfolio. Main Street’s Middle Market portfolio companies, generally havewhich Main Street defines as companies with annual revenues between $150 million and $1.5 billion, and its Middle Market investments generally range in size from $3 million to $20$25 million. Main Street’s Middle Market portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a terman expected duration of between three and seven years from the original investment date.

Main Street’s Private Loanother portfolio investments are primarily debt securities in privately held companies that have been originated through strategic relationships with other investment funds on a collaborative basis, and are often referred to in the debt markets as “club deals.” Private Loan investments are typically similar in size, structure, terms and conditions to investments Main Street holds in its LMM portfolio and Middle Market portfolio. Main Street’s Private Loan portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

Main Street’s (“Other PortfolioPortfolio”) investments primarily consist of investments that are not consistent with the typical profiles for its LMM, Private Loan or Middle Market or Private Loan portfolio investments, including investments which may be managed by third parties. In the Other Portfolio, Main Street may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds. For Other Portfolio investments, Main Street generally receives distributions related to the assets held by the portfolio company. Those assets are typically expected to be liquidated over a five to ten-year period.

Based upon Main Street’s liquidity and capital structure management activities, Main Street’s Investment Portfolio may also include short-term portfolio investments that are atypical of Main Street’s LMM, Private Loan and Middle Market and Private Loan portfolio investments in that they are intended to be a short-term deployment of capital. Those assets are typically expected to be liquidated in one year or less. These short-term portfolio investments are not expected to be a significant portion of the overall Investment Portfolio.

Main Street’s external asset management business is conducted through its External Investment Manager. The External Investment Manager earns management fees based on the assets under management for external parties and may earn incentive fees, or a carried interest, based on the performance of the assets managed. Main Street entered into an agreement with the External Investment Manager to share employees in connection with its asset management business generally, and specifically for its relationship with MSC Income Fund, Inc. (“MSC Income”), formerly known as HMS Income Fund, Inc.. Through this agreement, Main Street shares employees with the External Investment Manager, including their related infrastructure, business relationships, management expertise and capital raising capabilities. Main Street allocates the related expenses to the External Investment Manager pursuant to the sharing agreement. Main Street’s total expenses for the three months ended September 30, 2022 and 2021 are net of expenses allocated to the External Investment Manager for the three months ended September 30, 2021 and 2020 of $2.7$3.3 million and $1.9$2.7 million, respectively, and for the nine months ended September 30, 2022 and 2021 of $9.6 million and 2020 of $7.7 million, and $5.3 million, respectively.

​

Investment income, consisting of interest, dividends and fees, can fluctuate dramatically due to various factors, including the level of new investment activity, repayments of debt investments or sales of equity interests. Investment income in any given year could also be highly concentrated among several portfolio companies. For the three and nine months ended September 30, 20212022 and 2020,2021, Main Street did not record investment income from any single portfolio company in excess of 10% of total investment income.

69

77

Table of Contentscontents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


The following tables provide a summary of Main Street’s investments in the LMM, Private Loan and Middle Market and Private Loan portfolios as of September 30, 20212022 and December 31, 20202021 (this information excludes the Other Portfolio, short-term portfolio investments and the External Investment Manager, all of which are discussed further below):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

As of September 30, 2021

​

​

LMM (a)

​

Middle Market

​

Private Loan

​

​

(dollars in millions)

 

Number of portfolio companies

​

​

70

 

​

​

38

 

​

​

69

​

Fair value

​

$

1,494.1

 

​

$

420.9

 

​

$

846.0

​

Cost

​

$

1,245.3

 

​

$

456.7

 

​

$

865.5

​

Debt investments as a % of portfolio (at cost)

​

​

69.4

%

​

​

93.1

%

​

​

94.5

%

Equity investments as a % of portfolio (at cost)

​

​

30.6

%

​

​

6.9

%

​

​

5.5

%

% of debt investments at cost secured by first priority lien

​

​

98.8

%

​

​

97.2

%

​

​

97.9

%

Weighted-average annual effective yield (b)

​

​

11.2

%

​

​

7.4

%

​

​

8.4

%

Average EBITDA (c)

​

$

5.7

 

​

$

77.5

 

​

$

47.3

​

​

(a)At September 30, 2021, Main Street had equity ownership in approximately 99% of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was approximately 40%.
(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of September 30, 2021, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average yield on the Company’s debt portfolio as of September 30, 2021 including debt investments on non-accrual status was 10.4% for its LMM portfolio, 7.1% for its Middle Market portfolio and 8.1% for its Private Loan portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of Main Street’s common stock will realize on its investment because it does not reflect changes in the market value of Main Street’s stock, Main Street’s expenses or any sales load paid by an investor.
(c)The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Middle Market and Private Loan portfolios. These calculations exclude certain portfolio companies, including three LMM portfolio companies and three Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for Main Street’s investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

As of December 31, 2020

​

​

LMM (a)

​

Middle Market

​

Private Loan

​

​

(dollars in millions)

 

Number of portfolio companies

​

​

70

 

​

​

42

 

​

​

63

​

Fair value

​

$

1,285.5

 

​

$

445.6

 

​

$

740.4

​

Cost

​

$

1,104.6

 

​

$

488.9

 

​

$

769.0

​

Debt investments as a % of portfolio (at cost)

​

​

65.8

%

​

​

93.0

%

​

​

93.8

%

Equity investments as a % of portfolio (at cost)

​

​

34.2

%

​

​

7.0

%

​

​

6.2

%

% of debt investments at cost secured by first priority lien

​

​

98.1

%

​

​

92.4

%

​

​

95.4

%

Weighted-average annual effective yield (b)

​

​

11.6

%

​

​

7.9

%

​

​

8.7

%

Average EBITDA (c)

​

$

5.3

 

​

$

76.5

 

​

$

58.1

​

​

(a)At December 31, 2020, Main Street had equity ownership in approximately 99% of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was approximately 38%.
(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2020, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average yield on the Company’s debt portfolio as of December 31, 2020 including debt investments on non-accrual status was 10.4% for its LMM portfolio, 7.9% for its Middle

70

As of September 30, 2022
LMM (a)Private LoanMiddle Market
(dollars in millions)
Number of portfolio companies75 87 33 
Fair value$1,910.9 $1,476.9 $354.3 
Cost$1,593.7 $1,523.8 $419.4 
Debt investments as a % of portfolio (at cost)73.0 %97.1 %94.4 %
Equity investments as a % of portfolio (at cost)27.0 %2.9 %5.6 %
% of debt investments at cost secured by first priority lien99.1 %99.9 %98.8 %
Weighted-average annual effective yield (b)11.8 %9.9 %9.6 %
Average EBITDA (c)$7.7 $41.9 $70.7 
____________________
(a)At September 30, 2022, Main Street had equity ownership in all of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 41%.
(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of September 30, 2022, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield on Main Street’s debt portfolio as of September 30, 2022 including debt investments on non-accrual status was 11.1% for its LMM portfolio, 9.6% for its Private Loan portfolio and 9.1% for its Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of Main Street’s common stock will realize on its investment because it does not reflect changes in the market value of Main Street’s stock, Main Street’s utilization of debt capital in its capital structure, Main Street’s expenses or any sales load paid by an investor.
(c)The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Private Loan and Middle Market portfolios. These calculations exclude certain portfolio companies, including three LMM portfolio companies and two Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for Main Street’s investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.
As of December 31, 2021
LMM (a)Private LoanMiddle Market
(dollars in millions)
Number of portfolio companies737536
Fair value$1,716.4 $1,141.8 $395.2 
Cost$1,455.7 $1,157.5 $440.9 
Debt investments as a % of portfolio (at cost)70.9 %95.7 %93.3 %
Equity investments as a % of portfolio (at cost)29.1 %4.3 %6.7 %
% of debt investments at cost secured by first priority lien99.0 %98.7 %98.7 %
Weighted-average annual effective yield (b)11.2 %8.2 %7.5 %
Average EBITDA (c)$6.2 $41.3 $76.0 
____________________
(a)At December 31, 2021, Main Street had equity ownership in all of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 40%.
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Market portfolio and 8.4% for its Private Loan portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of Main Street’s common stock will realize on its investment because it does not reflect changes in the market value of Main Street’s stock, Main Street’s expenses or any sales load paid by an investor.
MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(c)The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Middle Market and Private Loan portfolios. These calculations exclude certain portfolio companies, including three LMM portfolio companies, one Middle Market portfolio company and four Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for Main Street’s investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.
(Unaudited)



(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2021, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield on Main Street’s debt portfolio as of December 31, 2021 including debt investments on non-accrual status was 10.6% for its LMM portfolio, 8.0% for its Private Loan portfolio and 6.9% for its Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of Main Street’s common stock will realize on its investment because it does not reflect changes in the market value of Main Street’s stock, Main Street’s utilization of debt capital in its capital structure, Main Street’s expenses or any sales load paid by an investor.
(c)The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Private Loan and Middle Market portfolios. These calculations exclude certain portfolio companies, including three LMM portfolio companies, three Private Loan portfolio companies and one Middle Market portfolio company, as EBITDA is not a meaningful valuation metric for Main Street’s investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.
For the three months ended September 30, 20212022 and 2020,2021, Main Street achieved an annualized total return on investments of 18.0%10.5% and 16.5%18.0%, respectively. For the nine months ended September 30, 20212022 and 2020,2021, Main Street achieved an annualized total return on investments of 16.9%9.6% and an annualized16.6%, respectively. For the year ended December 31, 2021, Main Street achieved a total lossreturn on investments of 0.1%, respectively.16.6%. Total return on investments is calculated using the interest, dividend and fee income, as well as the realized and unrealized change in fair value of the Investment Portfolio for the specified period. Main Street’s total return on investments is not reflective of what an investor in shares of Main Street’s common stock will realize on its investment because it does not reflect changes in the market value of Main Street’s stock, Main Street’s utilization of debt capital in its capital structure, Main Street’s expenses or any sales load paid by an investor.

As of September 30, 2021,2022, Main Street had Other Portfolio investments in fourteen14 companies, collectively totaling approximately $193.7$117.0 million in fair value and approximately $201.1$121.3 million in cost basis and which comprised approximately 6.2%2.9% and 7.1%3.3% of Main Street’s Investment Portfolio at fair value and cost, respectively. As of December 31, 2020,2021, Main Street had Other Portfolio investments in twelve13 companies, collectively totaling approximately $96.6$166.1 million in fair value and approximately $124.7$173.7 million in cost basis and which comprised approximately 3.6%4.7% and 5.0%5.3% of Main Street’s Investment Portfolio at fair value and cost, respectively.

As discussed further in Note A.1—Organization and Basis of Presentation—Organization, Main Street holds an investment in the External Investment Manager, a wholly-owned subsidiary that is treated as a portfolio investment. As of September 30, 2021, Main Street2022, this investment had short-term portfolio investments in eight companies, collectively totaling approximately $34.3 million ina fair value of $112.5 million and approximately $34.4 million ina cost basis andof $29.5 million, which comprised approximately 1.1%2.8% and 1.2%0.8% of Main Street’s Investment Portfolio at fair value and cost, respectively. As of December 31, 2020, Main Street held no short-term investments.

As discussed further in Note A.1., Main Street holds an investment in the External Investment Manager, a wholly owned subsidiary that is treated as a portfolio investment. As of September 30, 2021, this investment had a fair value of approximately $128.1$140.4 million and a cost basis of $29.5 million, which comprised approximately 4.1%3.9% and 1.0%0.9% of Main Street’s Investment Portfolio at fair value and cost, respectively. As of December 31, 2020, this investment had a fair value of approximately $116.8 million and a cost basis of $29.5 million, which comprised approximately 4.3% and 1.2% of Main Street’s Investment Portfolio at fair value and cost, respectively.

The following tables summarize the composition of Main Street’s total combined LMM portfolio investments, Middle MarketPrivate Loan portfolio investments and Private LoanMiddle Market portfolio investments at cost and fair value by type of investment as a percentage of the total combined LMM portfolio investments, Middle MarketPrivate Loan portfolio investments and Private LoanMiddle Market portfolio investments, as of September 30, 20212022 and December 31, 20202021 (this information excludes the Other Portfolio investments, short-term portfolio investments and the External Investment Manager, all of which are discussed above).

​

​

​

​

​

​

​

​

Cost:

 

September 30, 2021

 

December 31, 2020

​

​

First lien debt

 

80.5

%  

77.0

%

​

Equity

 

17.6

%  

19.0

%

​

Second lien debt

 

1.1

%  

2.7

%

​

Equity warrants

 

0.3

%  

0.5

%

​

Other

 

0.5

%  

0.8

%

​

​

 

100.0

%  

100.0

%

​

71

Cost:September 30, 2022December 31, 2021
First lien debt85.4 %82.5 %
Equity13.9 16.2 
Second lien debt0.1 0.6 
Equity warrants0.2 0.3 
Other0.4 0.4 
100.0 %100.0 %
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​

MAIN STREET CAPITAL CORPORATION

​

​

​

​

​

​

​

Fair Value:

 

September 30, 2021

 

December 31, 2020

​

 

First lien debt

 

71.6

%  

70.0

%

 

Equity

 

26.7

%  

26.4

%

 

Second lien debt

 

1.0

%  

2.4

%

 

Equity warrants

 

0.3

%  

0.4

%

 

Other

 

0.4

%  

0.8

%

 

​

 

100.0

%  

100.0

%

 

Notes to the Consolidated Financial Statements (Continued)

​

(Unaudited)


Fair Value:September 30, 2022December 31, 2021
First lien debt76.1 %74.3 %
Equity23.2 24.6 
Second lien debt0.2 0.5 
Equity warrants0.1 0.2 
Other0.4 0.4 
100.0 %100.0 %
The following tables summarize the composition of Main Street’s total combined LMM portfolio investments, Middle MarketPrivate Loan portfolio investments and Private LoanMiddle Market portfolio investments by geographic region of the United States and other countries at cost and fair value as a percentage of the total combined LMM portfolio investments, Middle MarketPrivate Loan portfolio investments and Private LoanMiddle Market portfolio investments, as of September 30, 20212022 and December 31, 20202021 (this information excludes the Other Portfolio, short-term portfolio investments and the External Investment Manager). The geographic composition is determined by the location of the corporate headquarters of the portfolio company.

​

​

​

​

​

​

​

​

Cost:

 

September 30, 2021

 

December 31, 2020

​

 

Cost:September 30, 2022December 31, 2021
WestWest28.1 %28.3 %

Southwest

 

24.1

%  

24.3

%

 

Southwest20.7 21.6 

Northeast

 

24.0

%  

22.6

%

 

Northeast20.6 22.6 

West

 

20.9

%  

21.0

%

 

Midwest

 

14.7

%  

18.2

%

 

Midwest15.2 15.1 

Southeast

 

14.4

%  

12.8

%

 

Southeast13.2 11.6 

Canada

 

1.9

%  

1.1

%

 

Canada0.6 0.8 

​

 

100.0

%  

100.0

%

 

Other Non-United StatesOther Non-United States1.6 — 
100.0 %100.0 %

​

​

​

​

​

​

​

​

Fair Value:

 

September 30, 2021

 

December 31, 2020

​

 

Fair Value:September 30, 2022December 31, 2021
WestWest28.4 %28.5 %

Southwest

 

24.9

%  

24.7

%

 

Southwest22.1 23.0 

Northeast

 

23.3

%  

21.7

%

 

Northeast20.3 21.9 

West

 

21.4

%  

21.4

%

 

Midwest

 

15.9

%  

19.7

%

 

Midwest15.4 15.8 

Southeast

 

12.8

%  

11.5

%

 

Southeast11.7 10.0 

Canada

 

1.7

%  

1.0

%

 

Canada0.6 0.8 

​

 

100.0

%  

100.0

%

 

Other Non-United StatesOther Non-United States1.5 — 
100.0 %100.0 %

​

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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


Main Street’s LMM portfolio investments, Middle MarketPrivate Loan portfolio investments and Private LoanMiddle Market portfolio investments are in companies conducting business in a variety of industries. The following tables summarize the composition of Main Street’s total combined LMM portfolio investments, Middle MarketPrivate Loan portfolio investments and

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Private Loan Middle Market portfolio investments by industry at cost and fair value as of September 30, 20212022 and December 31, 20202021 (this information excludes the Other Portfolio, short-term portfolio investments and the External Investment Manager).

​

​

​

​

​

​

​

Cost:

​

September 30, 2021

​

December 31, 2020

​

Construction & Engineering

 

7.0

%  

6.0

%

Machinery

 

6.9

%  

6.4

%

Internet Software & Services

 

6.9

%  

5.2

%

Leisure Equipment & Products

 

5.5

%  

4.2

%

Commercial Services & Supplies

 

5.1

%  

4.7

%

Software

 

5.0

%  

4.4

%

Professional Services

 

4.9

%  

5.1

%

Health Care Providers & Services

 

4.6

%  

5.1

%

Energy Equipment & Services

 

4.5

%  

4.5

%

Specialty Retail

 

4.3

%  

3.1

%

IT Services

 

3.7

%  

4.0

%

Diversified Telecommunication Services

 

3.1

%  

2.6

%

Communications Equipment

 

3.0

%  

3.3

%

Containers & Packaging

 

2.7

%  

1.6

%

Food Products

 

2.4

%  

2.6

%

Tobacco

 

2.4

%  

2.2

%

Oil, Gas & Consumable Fuels

 

2.2

%  

3.2

%

Building Products

 

2.2

%  

1.4

%

Aerospace & Defense

 

2.0

%  

5.9

%

Diversified Financial Services

 

2.0

%  

2.1

%

Hotels, Restaurants & Leisure

 

1.9

%  

2.6

%

Diversified Consumer Services

 

1.8

%  

1.0

%

Media

 

1.7

%  

2.1

%

Distributors

 

1.7

%  

2.1

%

Electronic Equipment, Instruments & Components

 

1.6

%  

1.9

%

Computers & Peripherals

 

1.5

%  

1.5

%

Life Sciences Tools & Services

 

1.2

%  

1.4

%

Household Durables

 

1.2

%  

1.3

%

Trading Companies & Distributors

 

1.0

%  

1.2

%

Food & Staples Retailing

 

1.0

%  

1.0

%

Transportation Infrastructure

​

0.5

%  

1.0

%

Other (1)

​

4.5

%  

5.3

%

​

 

100.0

%  

100.0

%

(1)Includes various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at each date.

​

Cost:September 30, 2022December 31, 2021
Internet Software & Services8.0 %7.2 %
Machinery8.0 7.3 
Commercial Services & Supplies6.9 5.9 
Construction & Engineering6.3 7.8 
Diversified Consumer Services4.8 3.4 
Leisure Equipment & Products4.6 4.1 
Health Care Providers & Services4.6 3.9 
Professional Services4.2 4.6 
Distributors4.2 4.7 
Energy Equipment & Services3.8 4.0 
IT Services3.4 3.5 
Specialty Retail3.2 3.5 
Tobacco3.2 2.1 
Containers & Packaging2.9 2.3 
Aerospace & Defense2.4 1.9 
Media2.4 1.8 
Building Products2.0 2.3 
Textiles, Apparel & Luxury Goods1.9 2.2 
Communications Equipment1.8 2.3 
Diversified Telecommunication Services1.8 2.6 
Software1.7 1.8 
Diversified Financial Services1.5 2.1 
Food Products1.6 2.0 
Internet & Catalog Retail1.4 1.6 
Health Care Equipment & Supplies1.3 0.3 
Food & Staples Retailing1.2 0.8 
Chemicals1.2 1.7 
Computers & Peripherals1.2 1.3 
Oil, Gas & Consumable Fuels1.1 1.8 
Electronic Equipment, Instruments & Components1.1 1.4 
Hotels, Restaurants & Leisure1.1 1.4 
Household Durables0.8 1.0 
Life Sciences Tools & Services0.5 1.4 
Other (1)3.9 4.0 
100.0 %100.0 %

73

____________________
(1)Includes various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Private Loan portfolio investments and Middle Market portfolio investments at each date.
81

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​

​

​

​

​

​

Fair Value:

​

September 30, 2021

​

December 31, 2020

​

Machinery

 

8.3

%  

8.1

%

Construction & Engineering

 

6.9

%  

6.1

%

Internet Software & Services

 

6.0

%  

4.5

%

Software

 

5.4

%  

4.6

%

Leisure Equipment & Products

 

5.2

%  

4.0

%

Commercial Services & Supplies

 

4.9

%  

4.5

%

Specialty Retail

 

4.8

%  

3.4

%

Diversified Consumer Services

 

4.3

%  

3.0

%

Health Care Providers & Services

 

4.2

%  

5.2

%

Professional Services

 

4.0

%  

4.0

%

IT Services

 

3.6

%  

3.8

%

Energy Equipment & Services

 

3.1

%  

3.0

%

Diversified Telecommunication Services

 

2.8

%  

2.0

%

Computers & Peripherals

 

2.8

%  

2.9

%

Containers & Packaging

 

2.8

%  

1.7

%

Tobacco

 

2.5

%  

2.1

%

Communications Equipment

 

2.3

%  

2.7

%

Diversified Financial Services

 

2.2

%  

2.3

%

Building Products

 

2.2

%  

1.4

%

Food Products

 

2.2

%  

2.2

%

Media

 

2.1

%  

2.5

%

Distributors

 

1.9

%  

2.1

%

Aerospace & Defense

 

1.8

%  

5.7

%

Oil, Gas & Consumable Fuels

 

1.8

%  

2.7

%

Hotels, Restaurants & Leisure

 

1.4

%  

2.0

%

Construction Materials

 

1.2

%  

1.4

%

Life Sciences Tools & Services

 

1.1

%  

1.4

%

Household Durables

 

1.1

%  

1.3

%

Trading Companies & Distributors

 

0.9

%  

1.2

%

Electronic Equipment, Instruments & Components

​

0.9

%  

1.3

%  

Transportation Infrastructure

​

0.5

%  

1.0

%  

Other (1)

​

4.8

%  

5.9

%  

​

​

100.0

%  

100.0

%  

MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(1)Includes various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at each date.
(Unaudited)



Fair Value:September 30, 2022December 31, 2021
Machinery8.9 %8.5 %
Diversified Consumer Services7.0 5.9 
Internet Software & Services6.9 6.4 
Commercial Services & Supplies6.3 5.5 
Construction & Engineering6.1 7.7 
Distributors4.5 4.7 
Health Care Providers & Services4.3 3.6 
Leisure Equipment & Products4.1 4.0 
Professional Services3.9 3.9 
Specialty Retail3.7 4.1 
Tobacco3.4 2.2 
IT Services3.2 3.3 
Containers & Packaging3.1 2.5 
Media3.0 2.2 
Energy Equipment & Services2.8 2.8 
Aerospace & Defense2.2 1.7 
Software2.0 2.0 
Textiles, Apparel & Luxury Goods1.9 2.1 
Building Products1.9 2.2 
Computers & Peripherals1.9 2.2 
Diversified Financial Services1.7 2.3 
Diversified Telecommunication Services1.7 2.5 
Food Products1.7 1.9 
Internet & Catalog Retail1.5 1.5 
Food & Staples Retailing1.2 0.8 
Chemicals1.1 1.6 
Health Care Equipment & Supplies1.0 0.1 
Communications Equipment1.0 1.5 
Construction Materials1.0 1.1 
Oil, Gas & Consumable Fuels0.9 1.4 
Hotels, Restaurants & Leisure0.8 1.0 
Life Sciences Tools & Services0.4 1.3 
Other (1)4.9 5.5 
100.0 100.0 
____________________
(1)Includes various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Private Loan portfolio investments and Middle Market portfolio investments at each date.
At September 30, 20212022 and December 31, 2020,2021, Main Street had no portfolio investment that was greater than 10% of the Investment Portfolio at fair value.

Unconsolidated Significant Subsidiaries

In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, Main Street must determine which of its unconsolidated controlled portfolio companies, if any, are considered “significant subsidiaries.” In evaluating its unconsolidated controlled portfolio companies in accordance with Regulation S-X, there are two tests that Main Street
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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


must utilize to determine if any of Main Street’s Control Investments (as defined in Note A,A–Organization and Basis of Presentation, including those unconsolidated portfolio companies defined as Control Investments in which Main Street does not own greater than 50% of the voting securities ornor have rights to maintain greater than 50% of the board representation) are considered significant subsidiaries: the investment test and the income test. The investment test is generally measured by dividing Main Street’s investment in the Control Investment by the value of Main Street’s total investments. The income test is generally measured by dividing the absolute value of the combined sum of total investment income, net realized gain (loss) and net unrealized appreciation (depreciation) from the relevant Control Investment for the period being tested by the absolute value of Main Street’s change in net assets resulting from operations for the same period. Rules 3-09 and 4-08(g) of Regulation S-X requiresrequire Main Street to include (1) separate audited financial statements of an unconsolidated majority-owned subsidiary (Control Investments in which Main Street owns greater than 50% of the voting securities) in an annual report and (2) summarized financial information of a Control Investment in a quarterly report, respectively, if certain thresholds of

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Table of Contents

the investment or income tests are exceeded and the unconsolidated portfolio company qualifies as a significant subsidiary.

As of September 30, 20212022 and December 31, 2020,2021, Main Street had no single investment that qualified as a significant subsidiary under either the investment or income tests.

​

NOTE D—EXTERNAL INVESTMENT MANAGER

As discussed further in Note A.1A.1—Organization and Basis of Presentation—Organization and Note C,C—Fair Value Hierarchy for Investments—Portfolio Composition—Investment Portfolio Composition, the External Investment Manager provides investment management and other services to External Parties. The External Investment Manager is accounted for as a portfolio investment of MSCC since the External Investment Manager conducts all of its investment management activities for External Parties.

During May 2012, Main Street entered into an investment sub-advisory agreement with HMS Adviser, LP (“HMS Adviser”), which was the investment adviser to MSC Income at the time, to provide certain investment advisory services to HMS Adviser. In December 2013, after obtaining required no-action relief from the SEC to allow it to own a registered investment adviser, Main Street assigned the sub-advisory agreement to the

The External Investment Manager sinceserves as the fees received from such arrangement could otherwise have negative consequences on MSCC’s ability to meet the source-of-income requirement necessary for it to maintain its RIC tax treatment. Under the investment sub-advisory agreement, the External Investment Manager was entitled to 50% of the annual base management fee and the incentive fees earned by HMS Adviser under its advisory agreement with MSC Income. Effective October 30, 2020, the External Investment Manager and HMS Adviser consummated the transactions contemplated by that certain asset purchase agreement by and among the External Investment Manager, HMS Adviser and the other parties thereto whereby the External Investment Manager became the sole investment adviser and administrator to MSC Income pursuant to an Investment Advisory and Administrative Services Agreement entered into in October 2020 between the External Investment Manager and MSC Income (the “Advisory Agreement”). TheUnder the Advisory Agreement, includes a 1.75% annual management fee, reduced from 2.00%, and the same incentive fee as under MSC Income’s prior advisory agreement with HMS Adviser, with the External Investment Manager receiving 100%earns a 1.75% annual base management fee on MSC Income’s average total assets, an incentive fee equal to 20% of suchpre-investment fee net investment income (increased from 50% previously).

above a specified investment return hurdle rate and a 20% incentive fee on cumulative net realized capital gains in exchange for providing advisory services to MSC Income.

As described more fully in Note L – Related Party Transactions, the External Investment Manager launched a new private fund,also serves as the investment adviser and administrator to MS Private Loan Fund I, LP, a private investment fund with a strategy to co-invest with Main Street in Private Loan portfolio investments (the “Private Loan Fund”), in December 2020.. The External Investment Manager entered into an Investment Management Agreement in December 2020 with the Private Loan Fund, pursuant to which the External Investment Manager provides investment advisory and management services to the Private Loan Fund in exchange for an asset-based fee and certain incentive fees. The External Investment Manager may also advise other clients, including funds and separately managed accounts, pursuant to advisory and services agreements with such clients in exchange for asset-based and incentive fees.

During the three months ended September 30, 2021 and 2020, the

The External Investment Manager earned $4.6 millionprovides administrative services for certain External Party clients that, to the extent not waived, are reported as administrative services fees. The administrative services fees generally represent expense reimbursements for a portion of the compensation, overhead and $2.3 million, respectively, in base management fee income. During the three months ended September 30, 2021, incentive fee income earned was not significant, while no incentive fee income was earnedrelated expenses for certain professionals directly attributable to performing administrative services for clients. These fees are recognized as other revenue in the three months ended September 30, 2020. Duringperiod in which the nine months ended September 30, 2021 and 2020, the External Investment Manager earned $12.7 million and $7.2 million, respectively, in base management fee income. During the nine months ended September 30, 2021, an insignificant amount of incentive fee income was earned, while no incentive fee income was earned in the nine months ended September 30, 2020.

related services are rendered.

Main Street determines the fair value of the External Investment Manager using the Waterfall valuation method under the market approach (see further discussion in Note B.1.—Summary of Significant Accounting Policies—Valuation of the Investment Portfolio). Any change in fair value of the investment in the External Investment Manager is recognized on Main Street’s consolidated statementsConsolidated Statements of operationsOperations in “Net Unrealized Appreciation (Depreciation)—Control investments.”

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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


The External Investment Manager is an indirect wholly ownedwholly-owned subsidiary of MSCC owned through a Taxable Subsidiary and is a disregarded entity for tax purposes. The External Investment Manager has entered into a tax sharing agreement with its Taxable Subsidiary owner. Since the External Investment Manager is accounted for as a portfolio investment of MSCCMain Street and is not included as a consolidated subsidiary of MSCCMain Street in MSCC’sits consolidated financial statements, and as a result of the tax sharing agreement with its Taxable Subsidiary owner, for financial reporting

75

Table of Contents

purposes the External Investment Manager is treated as if it is taxed at normal corporate income tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. Main Street owns the External Investment Manager through the Taxable Subsidiary to allow MSCC to continue to comply with the “source-of-income” requirements contained in the RIC tax provisions of the Code. The taxable income, or loss, of the External Investment Manager may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. As a result of the above described financial reporting and tax treatment, the External Investment Manager provides for any income tax expense, or benefit, and any tax assets or liabilities in its separate financial statements.

Main Street shares employees with the External Investment Manager and allocates costs related to such shared employees to the External Investment Manager generally based on a combination of the direct time spent, new investment origination activity and assets under management, depending on the nature of the expense. For the three months ended September 30, 2021 and 2020, Main Street allocated $2.7 million and $1.9 million of total expenses, respectively, to the External Investment Manager. For the nine months ended September 30, 2021 and 2020, Main Street allocated $7.7 million and $5.3 million of total expenses, respectively, to the External Investment Manager. The total contribution of the External Investment Manager to Main Street’s net investment income consists of the combination of the expenses allocated to the External Investment Manager and the dividend income earned from the External Investment Manager. For the three months ended September 30, 20212022 and 2020,2021, the total contribution to Main Street’s net investment income was $4.2$5.0 million and $2.2$4.2 million, respectively. For the nine months ended September 30, 20212022 and 2020,2021, the total contribution to Main Street’s net investment income was $15.2 million and $11.6 million, and $6.7 million, respectively.

Summarized financial information from the separate financial statements of the External Investment Manager as of September 30, 20212022 and December 31, 20202021 and for the three and nine months ended September 30, 20212022 and 20202021 is as follows:

​

​

​

​

​

​

​

​

​

​

As of 

​

As of 

​

​

September 30, 

​

December 31, 

​

    

2021

    

2020

​

​

(dollars in thousands)

Cash

​

$

53

​

$

—

Accounts receivable—advisory clients

​

 

4,638

​

 

3,520

Total assets

​

$

4,691

​

$

3,520

Accounts payable to MSCC and its subsidiaries

​

$

3,232

​

$

2,423

Dividend payable to MSCC and its subsidiaries

​

 

1,459

​

 

1,097

Equity

​

 

—

​

 

—

Total liabilities and equity

​

$

4,691

​

$

3,520

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

​

September 30, 

​

September 30, 

​

​

    

2021

    

2020

    

2021

    

2020

    

​

​

(dollars in thousands)

​

Management fee income

​

$

4,592

​

$

2,338

​

$

12,707

​

$

7,160

​

Incentive fees

​

 

19

​

 

—

​

 

19

​

 

—

​

Total revenues

​

 

4,611

​

 

2,338

​

 

12,726

​

 

7,160

​

Expenses allocated from MSCC or its subsidiaries:

​

​

​

​

 

  

​

​

​

​

 

  

​

Salaries, share‑based compensation and other personnel costs

​

​

(2,278)

​

​

(1,206)

​

​

(6,394)

​

​

(3,393)

​

Other G&A expenses

​

​

(450)

​

​

(686)

​

​

(1,286)

​

​

(1,947)

​

Total allocated expenses

​

 

(2,728)

​

 

(1,892)

​

 

(7,680)

​

 

(5,340)

​

Pre‑tax income

​

 

1,883

​

 

446

​

 

5,046

​

 

1,820

​

Tax expense

​

 

(424)

​

 

(108)

​

 

(1,138)

​

 

(426)

​

Net income

​

$

1,459

​

$

338

​

$

3,908

​

$

1,394

​

​

​

76

As ofAs of
September 30, 2022December 31, 2021
(dollars in thousands)
Cash$309 $— 
Accounts receivable - advisory clients5,917 5,595 
Intangible Asset29,500 29,500 
Total assets$35,726 $35,095 
Accounts payable to MSCC and its subsidiaries$4,588 $3,288 
Dividend payable to MSCC and its subsidiaries1,638 2,307 
Equity29,500 29,500 
Total liabilities and equity$35,726 $35,095 
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MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
(dollars in thousands)
Management fee income$5,472 $4,592 $16,337 $12,707 
Incentive fees(182)19 45 19 
Administrative services fees154 — 458 — 
Total revenues5,444 4,611 16,840 12,726 
Expenses allocated from MSCC or its subsidiaries:
Salaries, share-based compensation and other personnel costs(2,660)(2,278)(7,572)(6,394)
Other G&A expenses(674)(450)(2,041)(1,286)
Total allocated expenses(3,334)(2,728)(9,613)(7,680)
Pre-tax income2,110 1,883 7,227 5,046 
Tax expense(472)(424)(1,605)(1,138)
Net income$1,638 $1,459 $5,622 $3,908 

NOTE E—DEBT

Summary of debt as of September 30, 20212022 is as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Outstanding Balance

    

Unamortized Debt Issuance (Costs)/Premiums

    

Recorded Value

    

Estimated Fair Value (1)

​

​

(in thousands)

Outstanding
Balance		Unamortized Debt
Issuance
(Costs)/Premiums (2)		Recorded ValueEstimated Fair
Value (1)
(in thousands)
Credit FacilityCredit Facility$561,000 $— $561,000 $561,000 
3.00% Notes due 20263.00% Notes due 2026500,000 (1,996)498,004 422,715 
5.20% Notes due 20245.20% Notes due 2024450,000 863 450,863 444,114 

SBIC Debentures

​

$

350,000

​

$

(7,565)

​

$

342,435

​

$

333,954

SBIC Debentures350,000 (6,382)343,618 288,546 

Credit Facility

​

​

200,000

​

​

—

​

​

200,000

​

​

200,000

4.50% Notes due in 2022

​

​

185,000

​

​

(708)

​

​

184,292

​

​

192,639

5.20% Notes due 2024

​

​

450,000

​

​

1,408

​

​

451,408

​

​

489,155

3.00% Notes due 2026

​

​

300,000

​

​

(4,555)

​

​

295,445

​

​

306,897

4.50% Notes due 20224.50% Notes due 2022185,000 (101)184,899 184,819 

Total Debt

​

$

1,485,000

​

$

(11,420)

​

$

1,473,580

​

$

1,522,645

Total Debt$2,046,000 $(7,616)$2,038,384 $1,901,194 

​

____________________
(1)Estimated fair value for outstanding debt if Main Street had adopted the fair value option under ASC 825. See discussion of the methods used to estimate the fair value of Main Street’s debt in Note B.11.—Summary of Significant Accounting Policies—Fair Value of Financial Instruments.
(2)The unamortized debt issuance costs for the Credit Facility are reflected as Deferred financing costs on the Consolidated Balance Sheets, while the deferred debt issuance costs related to the 3.00% Notes due 2026, 5.20% Notes due 2024, 4.50% Notes due 2022 and SBIC Debentures are reflected as contra-liabilities on the Consolidated Balance Sheets.
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(1)Estimated fair value for outstanding debt if Main Street had adopted the fair value option under ASC 825. See discussion of the methods used to estimate the fair value of Main Street’s debt in Note B.11. – Fair Value of Financial Instruments.
MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


Summary of debt as of December 31, 20202021 is as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Outstanding Balance

    

Unamortized Debt Issuance (Costs)/Premiums

    

Recorded Value

    

Estimated Fair Value (1)

​

​

​

(in thousands)

SBIC Debentures

​

$

309,800

​

$

(5,828)

​

$

303,972

​

$

309,907

Credit Facility

​

​

269,000

​

​

—

​

​

269,000

​

​

269,000

4.50% Notes due 2022

​

​

185,000

​

​

(1,164)

​

​

183,836

​

​

194,938

5.20% Notes due 2024

​

​

450,000

​

​

1,817

​

​

451,817

​

​

488,102

Total Debt

​

$

1,213,800

​

$

(5,175)

​

$

1,208,625

​

$

1,261,947

Outstanding
Balance		Unamortized Debt
Issuance
(Costs)/Premiums (2)		Recorded ValueEstimated Fair
Value (1)
(in thousands)
Credit Facility$320,000 $— $320,000 $320,000 
3.00% Notes due 2026500,000 (2,391)497,609 502,285 
5.20% Notes due 2024450,000 1,272 451,272 480,767 
SBIC Debentures350,000 (7,269)342,731 328,206 
4.50% Notes due 2022185,000 (556)184,444 190,043 
Total Debt$1,805,000 $(8,944)$1,796,056 $1,821,301 
(1)Estimated fair value for outstanding debt if Main Street had adopted the fair value option under ASC 825. See discussion of the methods used to estimate the fair value of Main Street’s debt in Note B.11. – Fair Value of Financial Instruments.
____________________

(1)Estimated fair value for outstanding debt if Main Street had adopted the fair value option under ASC 825. See discussion of the methods used to estimate the fair value of Main Street’s debt in Note B.11.—Summary of Significant Accounting Policies—Fair Value of Financial Instruments.
(2)The unamortized debt issuance costs for the Credit Facility are reflected as Deferred financing costs on the Consolidated Balance Sheets, while the deferred debt issuance costs related to the 3.00% Notes due 2026, 5.20% Notes due 2024, 4.50% Notes due 2022 and SBIC Debentures are reflected as contra-liabilities on the Consolidated Balance Sheets.
Summarized interest expense for the three and nine months ended September 30, 20212022 and 20202021 is as follows (in thousands):

follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 

​

Nine Months Ended September 30, 

​

    

2021

    

2020

    

2021

    

2020

SBIC Debentures

​

$

2,704

​

$

2,977

​

$

8,002

​

$

8,981

Credit Facility

​

​

1,574

​

​

1,942

​

​

3,948

​

​

7,305

4.50% Notes Due 2022

​

​

2,233

​

​

2,233

​

​

6,699

​

​

6,699

5.20% Notes Due 2024

​

​

5,713

​

​

5,337

​

​

17,141

​

​

13,842

3.00% Notes due in 2026

​

​

2,487

​

​

—

​

​

7,124

​

​

—

Total Interest Expense

​

$

14,711

​

$

12,489

​

$

42,914

​

$

36,827

Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(dollars in thousands)
Credit Facility$6,551 $1,574 $11,249 $3,948 
3.00% Notes due 20263,882 2,487 11,645 7,124 
5.20% Notes due 20245,714 5,714 17,141 17,141 
SBIC Debentures2,855 2,704 8,482 8,002 
4.50% Notes due 20222,233 2,233 6,699 6,699 
Total Interest Expense$21,234 $14,711 $55,216 $42,914 

​

SBIC Debentures

Under existing SBIC regulations, SBA-approved SBICs under common control have the ability to issue debentures guaranteed by the SBA up to a regulatory maximum amount of $350.0 million. Main Street’s SBIC

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debentures payable, under existing SBA-approved commitments, were $350.0 million and $309.8 million at both September 30, 20212022 and December 31, 2020, respectively.2021. SBIC debentures provide for interest to be paid semiannually, with principal due at the applicable 10-year maturity date of each debenture. During the nine months ended September 30, 2021, Main Street issued $80.2 million of SBIC debentures and opportunistically prepaid $40.0 million of existing SBIC debentures that were scheduled to mature over the next year as part of an effort to manage the maturity dates of the oldest SBIC debentures. Main Street expects to maintain SBIC debentures under the SBIC program in the future, subject to periodic repayments and borrowings, in an amount up to the regulatory maximum amount for affiliated SBIC funds. The weighted-average annual interest rate on the SBIC debentures was 2.9% and 3.4% as of September 30, 20212022 and December 31, 2020, respectively.2021. The first principal maturity due under the existing SBIC debentures is in 2023, and the weighted-average remaining duration as of September 30, 20212022 was approximately 6.45.4 years. In accordance with SBIC regulations, the Funds are precluded from incurring additional non-SBIC debt without the prior approval of the SBA.

As of September 30, 2021,2022, the SBIC debentures consisted of (i) $175.0 million par value of SBIC debentures outstanding issued by MSMF, with a recorded value of $171.3$171.9 million that was net of unamortized debt issuance costs of $3.7
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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


$3.1 million and (ii) $175.0 million par value of SBIC debentures issued by MSC III with a recorded value of $171.2$171.7 million that was net of unamortized debt issuance costs of $3.8$3.3 million.

Credit Facility

Main Street maintains the Credit Facility to provide additional liquidity to support its investment and operational activities. As of September 30, 2021,2022, the Credit Facility included total commitments of $855.0$920.0 million from a diversified group of 18 lenders, held a maturity date in April 2026August 2027 and contained an accordion feature which allowed Main Streetwith the right to request an increase the totalin commitments under the facility to up to $1,200.0 million from new and existing lenders on the same terms and conditions as the existing commitments.

commitments up to a total of $1.4 billion.

As of September 30, 2021,2022, borrowings under the Credit Facility bore interest, subject to Main Street’s election and resetting on a monthly basis on the first of each month, on a per annum basis at a rate equal to the applicable LIBORSOFR rate (0.1% asplus an applicable credit spread adjustment of the most recent reset date for the period ended September 30, 2021)0.10% plus (i) 1.875% (or the applicable base rate (PrimePrime Rate of 3.25% as of September 30, 2021) plus 0.875%) as long as Main Street meets certain agreed upon excess collateral and maximum leverage requirements or (ii) 2.0% (or the applicable base ratePrime Rate plus 1.0%) otherwise. Main Street pays unused commitment fees of 0.25% per annum on the unused lender commitments under the Credit Facility. The Credit Facility is secured by a first lien on the assets of MSCC and its subsidiaries, excluding the equity ownership or assets of the Funds and the External Investment Manager. As of September 30, 2021,2022, the Credit Facility contained certain affirmative and negative covenants, including but not limited to: (i) maintaining minimum liquidity, (ii) maintaining an interest coverage ratio of at least 2.0 to 1.0, (iii) maintaining ana 1940 Act asset coverage ratio (tangible net worth to Credit Facility borrowings) of at least 1.5 to 1.0, (iv) maintaining a minimum tangible net worth and (v) maintaining a minimum asset coverage ratio of 200% with respect to the consolidated assets (with certain limitations on the contribution of equity in financing subsidiaries as specified therein) of MSCC and the guarantors under the Credit Facility to the secured debt of MSCC and the guarantors.

As of September 30, 2021,2022, the interest rate on the Credit Facility was 2.0% (based on the LIBOR rate of 0.1% as of the most recent reset date plus 1.875%)4.5%. The average interest rate for borrowings under the Credit Facility was 4.1% and 2.0% for each of the three months ended September 30, 2022 and 2021, respectively, and 2020,2.9% and 2.0% and 2.7% for the nine months ended September 30, 20212022 and 2020,2021, respectively. As of September 30, 2021,2022, Main Street was in compliance with all financial covenants of the Credit Facility.

​

4.50% Notes due 2022

In November 2017, Main Street issued $185.0 million in aggregate principal amount of 4.50% unsecured notes due December 1, 2022 (the “4.50% Notes due 2022”Notes”) at an issue price of 99.16%. The 4.50% Notes due 2022 are unsecured obligations and rank pari passu with Main Street’s current and future unsecured indebtedness; senior to any of its future indebtedness that expressly provides it is subordinated to the 4.50% Notes due 2022;Notes; effectively subordinated to all of its existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness,

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including borrowings under its Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of its subsidiaries, including without limitation, the indebtedness of the Funds. The 4.50% Notes due 2022 may be redeemed in whole or in part at any time at Main Street’s option subject to certain make-whole provisions. The 4.50% Notes due 2022 bear interest at a rate of 4.50% per year payable semiannually on June 1 and December 1 of each year. The total net proceeds from the 4.50% Notes, due 2022, resulting from the issue price and after underwriting discounts and estimated offering expenses payable, were approximately $182.2 million. Main Street may from time to time repurchase the 4.50% Notes due 2022 in accordance with the 1940 Act and the rules promulgated thereunder.

The indenture governing the 4.50% Notes due 2022 (the “4.50% Notes Indenture”) contains certain covenants, including covenants requiring Main Street’s compliance with (regardless of whether Main Street is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring Main Street to provide financial information to the holders of the 4.50% Notes due 2022 and the trustee if Main Street ceases to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 4.50% Notes Indenture. As of September 30, 2021,2022, Main Street was in compliance with these covenants.

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Table of contents
MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


5.20% Notes due 2024

In April 2019, Main Street issued $250.0 million in aggregate principal amount of 5.20% unsecured notes due May 1, 2024 (the “5.20% Notes”) at an issue price of 99.125%. Subsequently, in December 2019, Main Street issued an additional $75.0 million aggregate principal amount of the 5.20% Notes at an issue price of 105.0% and, in July 2020, Main Street issued an additional $125.0 million aggregate principal amount at an issue price of 102.674%. The 5.20% Notes issued in December 2019 and July 2020 have identical terms as, and are a part of a single series with, the 5.20% Notes issued in April 2019. The 5.20% Notes are unsecured obligations and rank pari passu with Main Street’s current and future unsecured indebtedness; senior to any of its future indebtedness that expressly provides it is subordinated to the 5.20% Notes; effectively subordinated to all of its existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under its Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of its subsidiaries, including without limitation, the indebtedness of the Funds. The 5.20% Notes may be redeemed in whole or in part at any time at Main Street’s option subject to certain make-whole provisions. The 5.20% Notes bear interest at a rate of 5.20% per year payable semiannually on May 1 and November 1 of each year. The total net proceeds from the 5.20% Notes, resulting from the issue price and after net issue price premiums and estimated offering expenses payable, were approximately $451.4 million. Main Street may from time to time repurchase the 5.20% Notes in accordance with the 1940 Act and the rules promulgated thereunder.

The indenture governing the 5.20% Notes (the “5.20% Notes Indenture”) contains certain covenants, including covenants requiring Main Street’s compliance with (regardless of whether Main Street is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring Main Street to provide financial information to the holders of the 5.20% Notes and the trustee if Main Street ceases to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 5.20% Notes Indenture. As of September 30, 2021,2022, Main Street was in compliance with these covenants.

​

3.00% Notes due 2026

In January 2021, Main Street issued $300.0 million in aggregate principal amount of 3.00% unsecured notes due July 14, 2026 (the “3.00% Notes”) at an issue price of 99.004%. The total net proceeds fromSubsequently, in October 2021, Main Street issued an additional $200.0 million aggregate principal amount of the 3.00% Notes resulting from theat an issue price of 101.741%. The 3.00% Notes issued in October 2021 have identical terms as, and after underwriting discounts and estimated offering expenses payable, were approximately $294.8 million.are a part of a single series with, the 3.00% Notes issued in January 2021. The 3.00% Notes are unsecured obligations and rank pari passu with Main Street’s current and future unsecured indebtedness; senior to any of its future indebtedness that expressly provides it is subordinated to the 3.00% Notes; effectively subordinated to all of its existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under its Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of its subsidiaries, including without limitation, the indebtedness of the Funds. The 3.00% Notes may be redeemed in whole or in part at any time at Main Street’s option subject to certain make-whole provisions. The 3.00% Notes bear interest at a rate of 3.00% per year

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Table of Contents

payable semiannually on January 14 and July 14 of each year. The total net proceeds from the 3.00% Notes, resulting from the issue price and after net issue price premiums and estimated offering expenses payable, were $498.3 million. Main Street may from time to time repurchase the 3.00% Notes in accordance with the 1940 Act and the rules promulgated thereunder. See Note M for discussion of the recent issuance of an additional $200.0 million of the 3.00% Notes in October 2021.

The indenture governing the 3.00% Notes (the “3.00% Notes Indenture”) contains certain covenants, including covenants requiring Main Street’s compliance with (regardless of whether Main Street is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring Main Street to provide financial information to the holders of the 3.00% Notes and the trustee if Main Street ceases to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 3.00% Notes Indenture. As of September 30, 2021,2022, Main Street was in compliance with these covenants.

​

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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


NOTE F—FINANCIAL HIGHLIGHTS

​

​

​

​

​

​

​

​

​

​

    

Nine Months Ended September 30, 

    

Per Share Data:

    

2021

    

2020

    

NAV at the beginning of the period

​

$

22.35

​

$

23.91

​

Net investment income(1)

​

 

1.92

​

 

1.50

​

Net realized gain (loss) (1)(2)

​

 

0.15

​

 

(0.69)

​

Net unrealized appreciation (depreciation)(1)(2)

​

 

1.71

​

 

(1.80)

​

Income tax benefit (provision)(1)(2)

​

 

(0.33)

​

 

0.23

​

Net increase (decrease) in net assets resulting from operations(1)

​

 

3.45

​

 

(0.76)

​

Dividends paid

​

 

(1.85)

​

 

(1.85)

​

Impact of the net change in monthly dividends declared prior to the end of the period and paid in the subsequent period

​

 

(0.01)

​

 

—

​

Accretive effect of stock offerings (issuing shares above NAV per share)

​

 

0.26

​

 

0.21

​

Accretive effect of DRIP issuance (issuing shares above NAV per share)

​

 

0.06

​

 

0.07

​

Other(3)

​

 

0.01

​

 

(0.06)

​

NAV at the end of the period

​

$

24.27

​

$

21.52

​

Market value at the end of the period

​

$

41.10

​

$

29.57

​

Shares outstanding at the end of the period

​

 

69,408,645

​

 

66,138,440

​

(1)Based on weighted-average number of common shares outstanding for the period.
(2)Net realized gains or losses, net unrealized appreciation or depreciation, and income taxes can fluctuate significantly from period to period.
(3)Includes the impact of the different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 

​

2021

   

2020

​

(dollars in thousands)

NAV at end of period

$

1,684,307

​

​

$

1,423,182

​

Average NAV

$

1,586,020

​

​

$

1,416,672

​

Average outstanding debt

$

1,264,680

​

​

$

1,136,300

​

Ratio of total expenses, including income tax expense, to average NAV (1) (2)

​

6.19

%

​

​

3.36

%

Ratio of operating expenses to average NAV (2) (3)

​

4.76

%

​

​

4.36

%

Ratio of operating expenses, excluding interest expense, to average NAV (2) (3)

​

2.05

%

​

​

1.76

%

Ratio of net investment income to average NAV (2)

​

8.29

%

​

​

6.94

%

Portfolio turnover ratio (2)

​

20.69

%

​

​

10.96

%

Total investment return (2) (4)

​

33.57

%

​

​

(27.31)

%

Total return based on change in NAV (2) (5)

​

15.61

%

​

​

(3.25)

%

Nine Months Ended September 30,
Per Share Data:20222021
NAV at the beginning of the period$25.29 $22.35 
Net investment income (1)2.31 1.92 
Net realized gain (1)(2)0.05 0.15 
Net unrealized appreciation (depreciation) (1)(2)(0.28)1.71 
Income tax provision (1)(2)(0.24)(0.33)
Net increase in net assets resulting from operations (1)1.84 3.45 
Dividends paid from net investment income(2.19)(1.85)
Distributions from capital gains— — 
Dividends paid(2.19)(1.85)
Accretive effect of stock offerings (issuing shares above NAV per share)0.98 0.26 
Accretive effect of DRIP issuance (issuing shares above NAV per share)0.08 0.06 
Other (3)(0.06)0.01 
NAV at the end of the period$25.94 $24.27 
Market value at the end of the period$33.64 $41.10 
Shares outstanding at the end of the period76,308,83069,408,645
(1)Total expenses are the sum of operating expenses and net income tax provision/benefit. Net income tax provision/benefit includes the accrual of net deferred tax provision/benefit relating to the net unrealized
____________________

80

(1)Based on weighted-average number of common shares outstanding for the period.
(2)Net realized gains or losses, net unrealized appreciation or depreciation, and income taxes can fluctuate significantly from period to period.
(3)Includes the impact of the different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.
Nine Months Ended September 30,
20222021
(dollars in thousands)
NAV at end of period$1,979,420 $1,684,307 
Average NAV$1,876,771 $1,586,020 
Average outstanding debt$1,880,100 $1,264,680 
Ratio of total expenses, including income tax expense, to average NAV (1)(2)5.92 %6.19 %
Ratio of operating expenses to average NAV (2)(3)4.99 %4.76 %
Ratio of operating expenses, excluding interest expense, to average NAV (2)(3)2.05 %2.05 %
Ratio of net investment income to average NAV (2)9.03 %8.29 %
Portfolio turnover ratio (2)12.46 %20.69 %
Total investment return (2)(4)(20.81)%33.57 %
Total return based on change in NAV (2)(5)7.56 %15.61 %
____________________
(1)Total expenses are the sum of operating expenses and net income tax provision/benefit. Net income tax provision/benefit includes the accrual of net deferred tax provision/benefit relating to the net unrealized appreciation/depreciation on portfolio investments held in Taxable Subsidiaries and due to the change in the loss carryforwards, which are non-cash in nature and may vary significantly from period to period. Main Street is required to include net
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appreciation/depreciation on portfolio investments held in Taxable Subsidiaries and due to the change in the loss carryforwards, which are non-cash in nature and may vary significantly from period to period. Main Street is required to include net deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes are not currently payable/receivable.
(2)Not annualized.
(3)Unless otherwise noted, operating expenses include interest, compensation, general and administrative and share-based compensation expenses, net of expenses allocated to the External Investment Manager of $7.7 million.
(4)Total investment return is based on the purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by Main Street’s dividend reinvestment plan during the period. The return does not reflect any sales load that may be paid by an investor.
(5)Total return is based on change in net asset value as calculated using the sum of ending net asset value plus dividends to stockholders and other non-operating changes during the period, as divided by the beginning net asset value. Non-operating changes include any items that affect net asset value other than the net increase in net assets resulting from operations, such as the effects of stock offerings, shares issued under the DRIP and equity incentive plans and other miscellaneous items.

​

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes are not currently payable/receivable.
(2)Not annualized.
(3)Unless otherwise noted, operating expenses include interest, compensation, general and administrative and share-based compensation expenses, net of expenses allocated to the External Investment Manager of $9.6 million and $7.7 million for the nine months ended September 30, 2022 and 2021, respectively.
(4)Total investment return is based on the purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by Main Street’s dividend reinvestment plan during the period. The return does not reflect any sales load that may be paid by an investor.
(5)Total return based on change in net asset value was calculated using the sum of ending net asset value plus dividends to stockholders and other non-operating changes during the period, as divided by the beginning net asset value. Non-operating changes include any items that affect net asset value other than the net increase in net assets resulting from operations, such as the effects of stock offerings, shares issued under the DRIP and equity incentive plans and other miscellaneous items.
NOTE G—DIVIDENDS, DISTRIBUTIONS AND TAXABLE INCOME

Main Street currently pays regular monthly dividends to its stockholders and periodically pays supplemental dividends to its stockholders. Future monthly dividends, if any, will be determined by its Board of Directors on a quarterly basis. Main Street paid regular monthly dividends of $0.205$0.215 per share, totaling $48.1 million, or $0.645 per share, for the three months ended September 30, 2022, and $141.2 million, or $1.94 per share, for the nine months ended September 30, 2022 compared to aggregate regular monthly dividends of $42.3 million, or $0.615 per share, for the three months ended September 30, 2021, and $126.2 million, or $1.845$1.85 per share, for the nine months ended September 30, 2021 compared to aggregate regular monthly dividends2021. Main Street also paid a supplemental dividend of approximately $40.6$7.6 million, or $0.615$0.10 per share, forduring the three months ended September 30, 2020,2022, and $120.2$18.5 million, or $1.845 for$0.25 per share, during the nine months ended September 30, 2020.

2022. Main Street did not pay a supplemental dividend during the three or nine months ended September 30, 2021.

MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC’s taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its “investment company taxable income” (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given fiscal year may be distributed up to 12twelve months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) filing of the U.S. federal income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.

The determination of the tax attributes for Main Street’s distributions is made annually, based upon its taxable income for the full year and distributions paid for the full year. Therefore, a determination made on an interim basis may not be representative of the actual tax attributes of distributions for a full year. Ordinary dividend distributions from a RIC do not qualify for the 20% maximum tax rate (plus a 3.8% Medicare surtax, if applicable) on dividend income from domestic corporations and qualified foreign corporations, except to the extent that the RIC received the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations. The tax attributes for distributions will generally include both ordinary income and qualified dividends, but may also include either one or both of capital gains and return of capital.

81

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MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


Listed below is a reconciliation of “Net increase (decrease) in net assets resulting from operations” to taxable income and to total distributions declared to common stockholders for the nine months ended September 30, 20212022 and 2020.

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 

​

   

2021

   

2020

​

​

(estimated, dollars in thousands)

Net increase (decrease) in net assets resulting from operations

​

$

236,413

​

$

(49,874)

Book-tax difference from share-based compensation expense

​

​

(5,436)

​

​

2,710

Net unrealized (appreciation) depreciation

​

​

(117,072)

​

​

117,570

Income tax provision (benefit)

​

​

22,691

​

​

(14,253)

Pre-tax book (income) loss not consolidated for tax purposes

​

​

(35,701)

​

​

2,413

Book income and tax income differences, including debt origination, structuring fees, dividends, realized gains and changes in estimates

​

​

6,027

​

​

53,521

Estimated taxable income (1)

​

​

106,922

​

​

112,087

Taxable income earned in prior year and carried forward for distribution in current year

​

​

24,350

​

​

29,107

Taxable income earned prior to period end and carried forward for distribution next period

​

​

(18,959)

​

​

(34,189)

Dividend payable as of period end and paid in the following period

​

​

14,553

​

​

13,554

Total distributions accrued or paid to common stockholders

​

$

126,866

​

$

120,559

2021.
Nine Months Ended September 30,
20222021
(estimated, dollars in thousands)
Net increase in net assets resulting from operations$135,287 $236,413 
Book-tax difference from share-based compensation expense(3,456)(5,436)
Net unrealized (appreciation) depreciation19,922 (117,072)
Income tax provision17,477 22,691 
Pre-tax book income not consolidated for tax purposes(28,333)(35,701)
Book income and tax income differences, including debt origination, structuring fees, dividends, realized gains and changes in estimates24,026 6,027 
Estimated taxable income (1)164,923 106,922 
Taxable income earned in prior year and carried forward for distribution in current year50,834 24,350 
Taxable income earned prior to period end and carried forward for distribution next period(71,128)(18,959)
Dividend payable as of period end and paid in the following period16,789 14,553 
Total distributions accrued or paid to common stockholders$161,418 $126,866 
(1)Main Street’s taxable income for each period is an estimate and will not be finally determined until the company files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate.
____________________

(1)Main Street’s taxable income for each period is an estimate and will not be finally determined until the company files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate.
The Taxable Subsidiaries primarily hold certain portfolioequity investments for Main Street. The Taxable Subsidiaries permit Main Street to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes and to continue to comply with the “source-of-income” requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with Main Street for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in Main Street’s consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to temporary book and tax timing differences and permanent differences. The Taxable Subsidiaries are each taxed at their normal corporate income tax rates based on their taxable income. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the Taxable Subsidiaries are reflected in Main Street’s consolidated financial statements.

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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


The income tax expense (benefit) for Main Street is generally composed of (i) deferred tax expense (benefit), which is primarily the result of the net activity relating to the portfolio investments held in the Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation or depreciation and other temporary book tax differences, and (ii) current tax expense, which is primarily the result of current U.S. federal income and state taxes and excise taxes on Main Street’s estimated undistributed taxable income. The income tax expense, or benefit, and the related tax assetassets and liabilities generated by the Taxable Subsidiaries, if any, are reflected in Main Street’s consolidated statementConsolidated Statements of operations.Operations. Main Street’s provision for income taxes was comprised of the following for the three and nine months ended September 30, 20212022 and 20202021 (amounts in thousands):

​

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Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Current tax expense (benefit):
Federal$66 $(239)$182 $(99)
State496 1,056 1,110 1,712 
Excise978 136 2,366 629 
Total current tax expense1,540 953 3,658 2,242 
Deferred tax expense (benefit):
Federal125 7,989 10,098 15,284 
State395 3,342 3,721 5,165 
Total deferred tax expense520 11,331 13,819 20,449 
Total income tax provision$2,060 $12,284 $17,477 $22,691 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 

​

Nine Months Ended September 30, 

​

2021

   

2020

   

2021

   

2020

Current tax expense (benefit):

​

​

​

​

​

​

​

​

​

​

​

Federal

$

(239)

​

$

46

​

$

(99)

​

$

123

State

​

1,056

​

​

692

​

​

1,712

​

​

200

Excise

​

136

​

​

427

​

​

629

​

​

1,097

Total current tax expense (benefit)

​

953

​

​

1,165

​

​

2,242

​

​

1,420

Deferred tax expense (benefit):

​

​

​

​

​

​

​

​

​

​

​

Federal

​

7,989

​

​

(147)

​

​

15,284

​

​

(14,998)

State

​

3,342

​

​

489

​

​

5,165

​

​

(675)

Total deferred tax expense (benefit)

​

11,331

​

​

342

​

​

20,449

​

​

(15,673)

​

​

​

​

​

​

​

​

​

​

​

​

Total income tax provision (benefit)

$

12,284

​

$

1,507

​

$

22,691

​

$

(14,253)

​

The net deferred tax liability at September 30, 20212022 and December 31, 20202021 was $23.0$43.5 million and $2.6$29.7 million, respectively, with the change primarily related to changes in net unrealized appreciation or depreciation, changes in loss carryforwards, and other temporary book-tax differences relating to portfolio investments held by the Taxable Subsidiaries.


At September 30, 2021,2022, for U.S. federal income tax purposes, the Taxable Subsidiaries had a net operating loss carryforward from prior years which, if unused, will expire in various taxable years from 20282034 through 2037. Any net operating losses generated in 2018 and future periods are not subject to expiration and will carryforward indefinitely until utilized. The timing and manner in which Main Street will utilize any loss carryforwards generated before December 31, 2017 may be limited in the future under the provisions of the Code. Additionally, the Taxable Subsidiaries have interest expense limitation carryforwards which have an indefinite carryforward.

​

carryforward period.

NOTE H—COMMON STOCK

Main Street maintains a program with certain selling agents through which it can sell shares of its common stock by means of at-the-market offerings from time to time (the “ATM Program”). During the nine months ended September 30, 2021,2022, Main Street sold 1,111,1943,429,904 shares of its common stock at a weighted-average price of $40.59$40.99 per share and raised $45.1$140.6 million of gross proceeds under the ATM Program. Net proceeds were $44.5$139.2 million after commissions to the selling agents on shares sold and offering costs. As of September 30, 2021, 4,602,1782022, sales transactions representing 153,023 shares had not settled and are not included in shares issued and outstanding on the face of the Consolidated Balance Sheets but are included in the weighted average shares outstanding in the Consolidated Statements of Operations and in the shares used to calculate the net asset value per share. In March 2022, Main Street entered into new distribution agreements to sell up to 15,000,000 shares through the ATM Program. As of September 30, 2022, 12,440,162 shares remained available for sale under the ATM Program.

During the year ended December 31, 2020,2021, Main Street sold 2,645,7782,332,795 shares of its common stock at a weighted-average price of $32.10$42.71 per share and raised $84.9$99.6 million of gross proceeds under the ATM Program. Net proceeds were $83.8$98.4 million after commissions to the selling agents on shares sold and offering costs.

​

As of December 31, 2021, sales transactions representing 36,136 shares had not settled and are not included in shares issued

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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


and outstanding on the face of the Consolidated Balance Sheets but are included in the weighted average shares outstanding in the Consolidated Statements of Operations and in the shares used to calculate the net asset value per share.

During August 2022, Main Street completed a public equity offering of 1,345,500 shares of common stock at a public offering price of $42.85 per share, including the underwriters’ full exercise of their option to purchase 175,500 additional shares, resulting in total net proceeds, including exercise of the underwriters’ option to purchase additional shares and after deducting underwriting discounts and estimated offering expenses payable by Main Street, of approximately $55.1 million.

NOTE I—DIVIDEND REINVESTMENT PLAN

The dividend reinvestment feature of Main Street’s dividend reinvestment and direct stock purchase plan (the “DRIP”) provides for the reinvestment of dividends on behalf of its stockholders, unless a stockholder has elected to receive dividends in cash. As a result, if Main Street declares a cash dividend, its stockholders who have not “opted out” of the DRIP by the dividend record date will have their cash dividend automatically reinvested into additional shares of MSCC common stock. The share requirements of the DRIP may be satisfied through the issuance of shares of common stock or through open market purchases of common stock by the DRIP plan administrator. Newly issued shares will be valued based upon the final closing price of MSCC’s common stock on the valuation date determined for each dividend by Main Street’s Board of Directors. Shares purchased in the open market to satisfy the DRIP requirements will be valued based upon the average price of the applicable shares purchased, before any associated brokerage or other costs. Main Street’s DRIP is administered by its transfer agent on behalf of Main Street’s record holders and participating brokerage firms. Brokerage firms and other financial intermediaries may decide not to participate in Main Street’s DRIP but may provide a similar dividend reinvestment plan for their clients.

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Table of Contents

Summarized DRIP information for the nine months ended September 30, 20212022 and 20202021 is as follows:

​

​

​

​

​

​

​

​

​

September 30, 

​

​

2021

​

2020

​

​

($ in millions)

DRIP participation

​

$

11.4

​

$

12.2

Shares issued for DRIP

​

​

293,647

​

​

387,534

Nine Months Ended September 30,
20222021
($ in millions)
DRIP participation$16.4 $11.4 
Shares issued for DRIP410,415293,647

​

​

​


NOTE J—SHARE-BASED COMPENSATION

Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, Main Street measured the grant date fair value based upon the market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.

Main Street’s Board of Directors approves the issuance of shares of restricted stock to Main Street employees pursuant to the Main Street Capital Corporation 20152022 Equity and Incentive Plan (the “Equity and Incentive Plan”). These shares generally vest over a three-year period from the grant date. The fair value is expensed over the service period, starting on the grant date. The following table summarizes the restricted stock issuances approved by Main Street’s Board of Directors under the Equity and Incentive Plan, net of shares forfeited, if any, and the remaining shares of restricted stock available for issuance as of September 30, 2021.

​

2022.

​

​

​

Restricted stock authorized under the plan

3,000,000

5,000,000

Less net restricted stock granted during:

​

Year ended December 31, 2015

(900)

Year ended December 31, 2016

(260,514)

Year ended December 31, 2017

(223,812)

Year ended December 31, 2018

(243,779)

Year ended December 31, 2019

(384,049)

Year ended December 31, 2020

​

(370,272)

Nine months ended September 30, 2021

2022

​

(10,256)

(332,718)

Restricted stock available for issuance as of September 30, 2021

2022

1,183,956

4,989,744

​

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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


As of September 30, 2021,2022, the following table summarizes the restricted stock issued to Main Street’s non-employee directors and the remaining shares of restricted stock available for issuance pursuant to the Main Street Capital Corporation 20152022 Non-Employee Director Restricted Stock Plan. These shares are granted upon appointment or election to the board and vest on the day immediately preceding the annual meeting of stockholders following the respective grant date and are expensed over such service period.

​

​

​

​

Restricted stock authorized under the plan

300,000

Less net restricted stock granted during:

​

Year ended December 31, 2015

(6,806)

Year ended December 31, 2016

(6,748)

Year ended December 31, 2017

(5,948)

Year ended December 31, 2018

(6,376)

Year ended December 31, 2019

(6,008)

Year ended December 31, 2020

​

(11,463)

Nine months ended September 30, 2021

2022

​

(4,949)

(4,590)

Restricted stock available for issuance as of September 30, 2021

2022

251,702

295,410

​

For the three months ended September 30, 20212022 and 2020,2021, Main Street recognized total share-based compensation expense of $2.9$3.6 million and $2.6$2.9 million, respectively, related to the restricted stock issued to Main Street employees and non-employee directors. For the nine months ended September 30, 20212022 and 2020,2021, Main Street

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recognized total share-based compensation expense of $8.0$10.0 million and $8.2$8.0 million, respectively, related to the restricted stock issued to Main Street employees and non-employee directors.

As of September 30, 2021,2022, there was $17.1$25.0 million of total unrecognized compensation expense related to Main Street’s non-vested restricted shares. This compensation expense is expected to be recognized over a remaining weighted-average period of approximately 2.12.4 years as of September 30, 2021.

​

2022.

NOTE K—COMMITMENTS AND CONTINGENCIES

At September 30, 2021,2022, Main Street had the following outstanding commitments (in thousands):

​

​

​

​

​

Investments with equity capital commitments that have not yet funded:

    

Amount

​

 

​

​

Congruent Credit Opportunities Fund III, LP

​

$

8,117

​

​

​

​

Encap Energy Fund Investments

​

​

​

EnCap Energy Capital Fund IX, L.P.

​

$

230

EnCap Energy Capital Fund X, L.P.

​

 

772

EnCap Flatrock Midstream Fund II, L.P.

​

​

4,586

EnCap Flatrock Midstream Fund III, L.P.

​

​

410

​

​

$

5,998

​

​

​

​

MS Private Loan Fund I, LP

​

$

9,000

​

​

​

​

EIG Fund Investments

​

$

3,701

​

​

 

​

Brightwood Capital Fund Investments

​

​

​

Brightwood Capital Fund III, LP

​

$

3,000

Brightwood Capital Fund V, LP

​

​

4,000

​

​

$

7,000

​

​

​

​

Freeport Fund Investments

​

​

​

Freeport Financial SBIC Fund LP

​

$

1,375

Freeport First Lien Loan Fund III LP

​

​

4,032

​

​

$

5,407

​

​

​

​

LKCM Headwater Investments I, L.P.

​

$

2,500

​

​

​

​

UnionRock Energy Fund II, LP

​

$

819

​

​

​

​

HPEP 3, L.P.

​

$

1,555

​

​

​

​

Dos Rios Partners

​

​

​

Dos Rios Partners, LP

​

$

835

Dos Rios Partners - A, LP

​

​

265

​

​

$

1,100

​

​

​

​

Total Equity Commitments

​

$

45,197

​

85

Investments with equity capital commitments that have not yet funded:Amount
Brightwood Capital Fund Investments
Brightwood Capital Fund V, LP$3,000 
Brightwood Capital Fund III, LP300 
3,300 
Freeport Fund Investments
Freeport First Lien Loan Fund III LP4,871 
Freeport Financial SBIC Fund LP3,285 
8,156 
Harris Preston Fund Investments
HPEP 4, L.P.8,104 
HPEP 3, L.P.1,555 
HPEP 423 COR, LP600 
2717 HPP-MS, LP56 
10,315 
MS Private Loan Fund I, LP750 
UnionRock Energy Fund II, LP1,957 
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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


     Total Equity Commitments (1)(2)$24,478 
Investments with commitments to fund revolving loans that have not been fully drawn or term loans with additional commitments not yet funded:
Xenon Arc, Inc.$32,400 
Dalton US Inc.19,314 
CaseWorthy, Inc.10,452 
HEADLANDS OP-CO LLC10,125 
MS Private Loan Fund I, LP10,000 
PTL US Bidco, Inc9,542 
JTI Electrical & Mechanical, LLC8,421 
AMEREQUIP LLC.7,704 
NinjaTrader, LLC7,472 
Paragon Healthcare, Inc.6,490 
Archer Systems, LLC6,315 
Veregy Consolidated, Inc.5,875 
SI East, LLC5,250 
Watterson Brands, LLC5,028 
Bolder Panther Group, LLC5,000 
Pearl Meyer Topco LLC5,000 
NWN Corporation4,819 
Robbins Bros. Jewelry, Inc.4,500 
South Coast Terminals Holdings, LLC4,465 
AB Centers Acquisition Corporation4,448 
Winter Services LLC4,444 
Adams Publishing Group, LLC4,335 
Bettercloud, Inc.4,189 
MonitorUS Holding, LLC3,614 
Microbe Formulas, LLC3,601 
MB2 Dental Solutions, LLC3,500 
GRT Rubber Technologies LLC3,350 
SPAU Holdings, LLC3,194 
Cody Pools, Inc.2,950 
AVEX Aviation Holdings, LLC2,880 
Batjer TopCo, LLC2,700 
GULF PACIFIC ACQUISITION, LLC2,525 
Infolinks Media Buyco, LLC2,520 
Engineering Research & Consulting, LLC2,501 
Nebraska Vet AcquireCo, LLC2,500 
Mako Steel, LP2,414 
West Star Aviation Acquisition, LLC2,411 
VVS Holdco, LLC2,400 
Centre Technologies Holdings, LLC2,400 
IG Parent Corporation2,057 

​

​

​

​

Investments with commitments to fund revolving loans that have not been fully drawn or term loans with additional commitments not yet funded:

    

Amount

​

​

​

​

​

​

​

​

MS Private Loan Fund I, LP

​

$

19,709

MSC Income Fund Inc.

​

​

15,000

NWN Corporation

​

​

8,760

SI East, LLC

​

​

7,500

Adams Publishing Group, LLC

​

​

5,000

Bolder Panther Group, LLC

​

​

5,000

Pearl Meyer Topco LLC

​

​

5,000

MB2 Dental Solutions, LLC

​

​

4,874

Roof Opco, LLC

​

​

3,889

Computer Data Source, LLC

​

​

2,900

Classic H&G Holdco, LLC

​

​

2,600

Superior Rigging & Erecting Co.

​

​

2,500

Klein Hersh, LLC

​

​

2,500

Nebraska Vet AcquireCo, LLC

​

​

2,500

IG Parent Corporation

​

​

2,500

Burning Glass Intermediate Holding Company, Inc.

​

​

2,323

Evergreen North America Acquisitions, LLC

​

​

2,317

RTIC Subsidiary Holdings, LLC

​

​

2,055

Fortna, Inc.

​

​

2,027

Lynx FBO Operating LLC

​

​

1,875

Mako Steel, LP

​

​

1,866

The Affiliati Network, LLC

​

​

1,600

Colonial Electric Company LLC

​

​

1,600

Market Force Information, LLC

​

​

1,600

Cody Pools, Inc.

​

​

1,600

Chamberlin Holding LLC

​

​

1,600

Direct Marketing Solutions, Inc.

​

​

1,600

Trantech Radiator Topco, LLC

​

​

1,600

GS HVAM Intermediate, LLC

​

​

1,591

GRT Rubber Technologies LLC

​

​

1,340

RA Outdoors LLC

​

​

1,278

PPL RVs, Inc.

​

​

1,250

Project Eagle Holdings, LLC

​

​

1,250

Invincible Boat Company, LLC.

​

​

1,080

CompareNetworks Topco, LLC

​

​

1,000

Project BarFly, LLC

​

​

760

DTE Enterprises, LLC

​

​

750

Student Resource Center, LLC

​

​

750

PT Network, LLC

​

​

658

Hawk Ridge Systems, LLC

​

​

615

Orttech Holdings, LLC

​

​

584

ASC Interests, LLC

​

​

500

Jensen Jewelers of Idaho, LLC

​

​

500

Clickbooth.com, LLC

​

​

457

Wall Street Prep, Inc.

​

​

400

HW Temps LLC

​

​

400

American Nuts, LLC

​

​

281

Dynamic Communities, LLC

​

​

250

Arcus Hunting LLC

​

​

193

Eastern Wholesale Fence LLC

​

​

96

Acousti Engineering Company of Florida

​

​

53

​

​

​

​

Total Loan Commitments

​

$

129,931

​

​

​

​

Total Commitments

​

$

175,128

95

​

Table of contents
MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


PPL RVs, Inc.2,000 
The Affiliati Network, LLC2,000 
Evergreen North America Acquisitions, LLC1,854 
ATS Operating, LLC1,800 
Career Team Acquireco LLC1,800 
Johnson Downie Opco, LLC1,800 
Burning Glass Intermediate Holding Company, Inc.1,704 
Chamberlin Holding LLC1,600 
Colonial Electric Company LLC1,600 
Trantech Radiator Topco, LLC1,600 
Roof Opco, LLC1,556 
American Health Staffing Group, Inc.1,333 
RA Outdoors LLC1,278 
Project Eagle Holdings, LLC1,250 
Gamber-Johnson Holdings, LLC1,200 
KMS, LLC1,086 
Channel Partners Intermediateco, LLC1,032 
RTIC Subsidiary Holdings, LLC890 
Hawk Ridge Systems, LLC815 
Acumera, Inc.801 
Mystic Logistics Holdings, LLC800 
Orttech Holdings, LLC800 
Project BarFly, LLC760 
DTE Enterprises, LLC750 
Student Resource Center, LLC750 
Jensen Jewelers of Idaho, LLC500 
Flip Electronics LLC491 
Interface Security Systems, L.L.C439 
ASC Interests, LLC400 
Flame King Holdings, LLC400 
Gulf Publishing Holdings, LLC400 
Wall Street Prep, Inc.400 
Invincible Boat Company, LLC.353 
SIB Holdings, LLC267 
Dynamic Communities, LLC250 
Classic H&G Holdco, LLC240 
Datacom, LLC227 
Acousti Engineering Company of Florida53 
      Total Loan Commitments270,384 
      Total Commitments$294,862 
____________________
(1)This table excludes commitments related to six additional Other Portfolio investments for which the investment period has expired and remaining commitments may only be drawn to pay fund expenses. The Company does not
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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


expect any material future capital to be called on its commitment to these investments and as a result has excluded those commitments from this table.
(2)This table excludes commitments related to three additional Other Portfolio investments for which the investment period has expired and remaining commitments may only be drawn to pay fund expenses or for follow on investments in existing portfolio companies. The Company does not expect any material future capital to be called on its commitment to these investments to pay fund expenses, and based on representations from the fund manager, the Company does not expect any further capital will be called on its commitment for follow on investments. As a result, the Company has excluded those commitments from this table.
Main Street will fund its unfunded commitments from the same sources it uses to fund its investment commitments that are funded at the time they are made (which are typically through existing cash and cash equivalents and borrowings under the Credit Facility). Main Street follows a process to manage its liquidity and ensure that it has available capital to fund its unfunded commitments as necessary. The Company had totalno unrealized appreciation or depreciation of $0.1 million on the outstanding unfunded commitments as of September 30, 2021.

2022.

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Effective January 1, 2019, ASC 842 required that a lessee evaluate its leases to determine whether they should be classified as operating or financing leases. Main Street identifiedhas one operating lease for its office space. The lease commenced May 15, 2017 and expires JanuaryMarch 31, 2028.2034. It contains two five-year extension options for a final expiration date of JanuaryMarch 31, 2038.

As2044.

In accordance with ASC 842, Main Street classifiedhas recorded this lease as an operating lease prior to implementation, ASC 842-10-65-1 indicates that a right-of-use asset and lease liability should be recorded based on the effective date. Main Street adopted ASC 842 effective January 1, 2019 and recorded a right-of-use asset and a lease liability as of that date. After this date, Main Street has recordedand records lease expense on a straight-line basis, consistent with the accounting treatment for lease expense prior to the adoption of ASC 842.

basis.

Total operating lease cost incurred by Main Street for each of the three months ended September 30, 20212022 and 20202021 was $0.2 million and for each of the nine months ended September 30, 20212022 and 20202021 was $0.5 million. As of September 30, 2021,2022, the asset related to the operating lease was $3.4 million and is included in the interest receivable and other assets balance on the Consolidated Balance Sheets. The lease liability was $4.0 million and is included in the interest receivable and other assets balance on the consolidated balance sheet. The lease liability was $4.7 million and is included in the accounts payable and other liabilities balance on the consolidated balance sheet.Consolidated Balance Sheets. As of September 30, 2021,2022, the remaining lease term was 6.35.3 years and the discount rate was 4.2%.

The following table shows future minimum payments under Main Street’s operating lease as of September 30, 20212022 (in thousands):

​

​

​

​

For the Years Ended December 31,

​

Amount

For the Years Ended December 31,Amount

2021

​

$

194

2022

​

790

2022$197 

2023

​

804

2023804 

2024

​

818

2024818 

2025

​

832

2025832 
20262026846 

Thereafter

​

​

1,779

Thereafter933 

Total

​

$

5,217

Total$4,430 

​

Main Street may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may try to impose liability on Main Street in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, Main Street does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on Main Street’s financial condition or results of operations in any future reporting period.

​

NOTE L—RELATED PARTY TRANSACTIONS

As discussed further in Note D,D—External Investment Manager, the External Investment Manager is treated as a wholly ownedwholly-owned portfolio company of MSCCMain Street and is included as part of Main Street’s Investment Portfolio. At
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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


September 30, 2021,2022, Main Street had a receivable of approximately $4.7$6.2 million due from the External Investment Manager, which included (i) approximately $3.2$4.6 million related primarily to operating expenses incurred by MSCC or its subsidiariesMain Street as required to support the External Investment Manager’s business and amounts due from the External Investment Manager to Main Street under a tax sharing agreement (see further discussion in Note D)D—External Investment Manager) and (ii) approximately $1.5$1.6 million of dividends declared but not paid by the External Investment Manager. MSCC has entered into an agreement with the External Investment Manager to share employees in connection with its asset management business generally, and specifically for the External Investment Manager’s relationship with MSC Income and its other clients (see further discussion in Note A.1A.1—Organization and Basis of Presentation—Organization and Note D)D—External Investment Manager).

From time to time, Main Street may make investments in clients of the External Investment Manager in the form of debt or equity capital on terms approved by Main Street’s Board of Directors.
In January 2021,May 2022, Main Street entered into a Term Loan Agreement withpurchased 94,697 shares of common stock of MSC Income (the “Term Loan Agreement”). The Term Loan Agreementfrom MSC Income at the price shares were purchased by MSC Income stockholders pursuant to MSC Income’s dividend reinvestment plan for its May dividend on such date. Main Street’s purchase of MSC Income common stock was unanimously approved by Main Street’sthe Board of Directors and MSC Income’s board of directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act, of each board. As of September 30, 2022, Main Street owned 94,697 shares of MSC Income. In addition, certain of Main Street’s officers and the board of directorsemployees own shares of MSC Income including each director who is not an “interested person” ofand therefore have direct pecuniary interests in MSC Income or the External Investment Manager. The Term Loan Agreement initially

Income.

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provided for a term loan of $40.0 million to MSC Income, bearing interest at a fixed rate of 5.00% per annum, and matures in January 2026. The Term Loan Agreement was amended in July 2021 to provide for borrowings up to an additional $35.0 million, $20.0 million of which was funded upon signing of the amendment and $15.0 million available in two additional advances during the six months following the amendment date. Borrowings under the Term Loan Agreement are expressly subordinated and junior in right of payment to all secured indebtedness of MSC Income. In October 2021, MSC Income fully repaid all borrowings outstanding under the Term Loan Agreement and the Term Loan Agreement was terminated.

In December 2020, the External Investment Manager entered into an Investment Management Agreement with the Private Loan Fund to provide investment advisory and management services in exchange for an asset-based fee and certain incentive fees. The Private Loan Fund is a private investment fund exempt from registration under the 1940 Act that invests in debt investments in middle market companies generallyco-invests with EBITDA between $7.5 million and $50 million and generally owned by a private equity sponsor, which Main Street generally refers to asin Main Street’s Private Loan investments.investment strategy. In connection with the Private Loan Fund’s initial closing in December 2020, Main Street committed to contribute up to $10.0 million as a limited partner and will beis entitled to distributions on such interest. In February 2022, Main Street increased its total commitment to the Private Loan Fund from $10.0 million to $15.0 million. In addition, certain of Main Street’s officers and employees (and certain of their immediate family members) have made capital commitments to the Private Loan Fund as limited partners and therefore have direct pecuniary interests in the Private Loan Fund. As of September 30, 2021,2022, Main Street has funded approximately $1.0$14.3 million of its limited partner commitment and Main Street’s unfunded commitment was approximately $9.0$0.7 million.

Main Street’s limited partner commitment to the Private Loan Fund was unanimously approved by the Board of Directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act.

Additionally, Main Street provided the Private Loan Fund with a revolving line of credit pursuant to an Unsecured Revolving Promissory Note, dated February 5, 2021 (the “Private Loanand was subsequently amended on November 30, 2021 and on December 29, 2021 (as amended, the “PL Fund Loan”2021 Note”), in an aggregate amount equal to the amount of limited partner capital commitments to the Private Loan Fund up to $50.0$85.0 million. Borrowings under the Private LoanPL Fund Loan bear2021 Note bore interest at a fixed rate of 5.00% per annum and will maturematured on the earlier of June 30, 2022 and the date of the Private Loan Fund’s final closing.February 28, 2022. The Private LoanPL Fund Loan2021 Note was unanimously approved by Main Street’s Board of Directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act, and the board of directors ofAct. In February 2022, the Private Loan Fund fully repaid all borrowings outstanding under the PL Fund 2021 Note and the PL Fund 2021 Note was extinguished.
In March 2022, Main Street provided the Private Loan Fund with a revolving line of credit pursuant to a Secured Revolving Promissory Note, dated March 17, 2022 (the “PL Fund 2022 Note”), which provides for borrowings up to $10.0 million. Borrowings under the PL Fund 2022 Note bear interest at a fixed rate of 5.00% per annum and mature on the date upon which the Private Loan Fund’s investment period concludes, which is scheduled to occur in March 2026. Available borrowings under the PL Fund 2022 Note are subject to a 0.25% non-use fee. The PL Fund 2022 Note was unanimously approved by Main Street’s Board of Directors, including each director who is not an “interested person”person,” as such term is defined in Section 2(a)(19) of Private Loan Fund or the External Investment Manager.1940 Act. As of September 30, 2021,2022, there were $30.3 million ofno borrowings outstanding under the Private LoanPL Fund Loan.

​

2022 Note.

In November 2015, Main Street’s Board of Directors approved and adopted the Main Street Capital Corporation Deferred Compensation Plan (the “2015 Deferred Compensation Plan”). The 2015 Deferred Compensation Plan became
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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)


effective on January 1, 2016 and replaced the Deferred Compensation Plan for Non-Employee Directors previously adopted by the Board of Directors in June 2013 (the “2013 Deferred Compensation Plan”). Under the 2015 Deferred Compensation Plan, non-employee directors and certain key employees may defer receipt of some or all of their cash compensation and directors’ fees, subject to certain limitations. Individuals participating in the 2015 Deferred Compensation Plan receive distributions of their respective balances based on predetermined payout schedules or other events as defined by the plan and are also able to direct investments made on their behalf among investment alternatives permitted from time to time under the plan, including phantom Main Street stock units. As of September 30, 2021, $14.62022, $14.0 million of compensation, and dividend reinvestmentsplus net of unrealized gains and losses and investment income, and minus previous distributions, had beenwas deferred under the 2015 Deferred Compensation Plan (including amounts previously deferred under the 2013 Deferred Compensation Plan). Of this amount, $6.6$5.4 million had beenis deferred into phantom Main Street stock units, representing 159,369161,814 shares of Main Street’s common stock. Any amounts deferred under the plan represented by phantom Main Street stock units will not be issued or included as outstanding on the consolidated statementsConsolidated Statements of changesChanges in net assetsNet Assets until such shares are actually distributed to the participant in accordance with the plan, but the related phantom stock units are included in weighted-average shares outstanding with the related dollar amount of the deferral included in total expenses in Main Street’s consolidated statementsConsolidated Statements of operationsOperations as earned.the deferred fees represented by such phantom stock units are earned over the service period. The dividend amounts related to additional phantom stock units are included in the statementsConsolidated Statements of changesChanges in net assetsNet Assets as an increase to dividends to stockholders offset by a corresponding increase to additional paid-in capital.

​

NOTE M—SUBSEQUENT EVENTS

In October 2021, Main Street issued an additional $200.0 million in aggregate principal amount of the 3.00% Notes at an issue price of 101.741%, resulting in an effective interest rate of 2.60%. The total net proceeds from the 3.00% Notes, resulting from the issue price and after underwriting discounts and estimated offering expenses payable, were approximately $203.5 million. Main Street used the proceeds from this debt issuance to repay outstanding

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borrowings under its Credit Facility, providing significant additional liquidity for its ongoing investment activities and to facilitate future availability for the repayment of its existing 4.50% Notes due 2022.

In November 2021,2022, Main Street declared a supplemental cash dividend of $0.10 per share payable in December 2021.2022. This supplemental cash dividend is in addition to the previously announced regular monthly cash dividends that Main Street declared for the fourth quarter of 20212022 of $0.210$0.22 per share for each of October, November and December 2021.

During2022.

In November 2021,2022, Main Street declared regular monthly dividends of $0.215$0.225 per share for each month of January, February and March of 2022.2023. These regular monthly dividends equal a total of $0.645$0.675 per share for the first quarter of 2022,2023, representing a 4.9%4.7% increase from the regular monthly dividends paid in the first quarter of 2021.2022. Including the regular monthly and supplemental dividends declared for the fourth quarter of 20212022 and first quarter of 2022,2023, Main Street will have paid $32.820$35.795 per share in cumulative dividends since its October 2007 initial public offering.

​

​

​

89

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​

Schedule 12-14

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates

September 30, 2021

2022

(dollars in thousands)

(unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest,

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fees or

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of

​

Amount of

​

Dividends

​

December 31, 

​

​

​

​

​

​

​

September 30, 

​

​

​

​

​

​

Realized

​

Unrealized

​

Credited to

​

2020

​

Gross

​

Gross

​

2021

Company

    

Investment(1)(10)(11)

    

Geography

    

Gain/(Loss)

    

Gain/(Loss)

    

Income(2)

    

Fair Value

    

Additions(3)

    

Reductions(4)

    

Fair Value

Majority‑owned investments

​

  

​

  

​

  

​

​

  

​

​

  

​

​

  

​

​

  

​

​

  

​

​

  

​

ASK (Analytical Systems Keco Holdings, LLC)

​

Preferred Member Units

​

(8)

​

$

-

​

$

(3,200)

​

$

-

​

$

3,200

​

$

-

​

$

3,200

​

$

-

​

​

Preferred Member Units

​

(8)

​

​

-

​

​

2,356

​

​

-

​

​

-

​

​

4,783

​

​

-

​

​

4,783

​

​

Warrants

​

(8)

​

​

-

​

​

(10)

​

​

-

​

​

10

​

​

-

​

​

10

​

​

-

​

​

12.00% (L+10.00%, Floor 2.00%) Secured Debt

​

(8)

​

​

-

​

​

-

​

​

520

​

​

4,873

​

​

134

​

​

220

​

 

4,787

Café Brazil, LLC

​

Member Units

​

(8)

​

​

-

​

​

540

​

​

470

​

​

2,030

​

​

540

​

​

-

​

 

2,570

California Splendor Holdings LLC

​

Preferred Member Units

​

(9)

​

​

-

​

​

4,564

​

​

188

​

​

6,241

​

​

4,564

​

​

-

​

 

10,805

​

​

11.00% (L+10.00%, Floor 1.00%) Secured Debt

​

(9)

​

​

-

​

​

36

​

​

2,579

​

​

35,832

​

​

196

​

​

8,129

​

 

27,899

​

​

15.00% PIK Preferred Member Units

​

(9)

​

​

-

​

​

-

​

​

939

​

​

8,255

​

​

939

​

​

-

​

 

9,194

Clad-Rex Steel, LLC

​

Member Units

​

(5)

​

​

-

​

​

-

​

​

-

​

​

530

​

​

-

​

​

-

​

 

530

​

​

Member Units

​

(5)

​

​

-

​

​

1,640

​

​

2,181

​

​

8,610

​

​

1,640

​

​

-

​

 

10,250

​

​

10.00% Secured Debt

​

(5)

​

​

-

​

​

-

​

​

83

​

​

1,100

​

​

-

​

​

22

​

 

1,078

​

​

10.50% (L+9.50%, Floor 1.00%) Secured Debt

​

(5)

​

​

-

​

​

-

​

​

878

​

​

10,853

​

​

-

​

​

460

​

 

10,393

CMS Minerals Investments

​

Member Units

​

(9)

​

​

-

​

​

453

​

​

22

​

​

1,624

​

​

454

​

​

195

​

​

1,883

Cody Pools, Inc.

​

Preferred Member Units

​

(8)

​

​

-

​

​

15,450

​

​

1,602

​

​

14,940

​

​

15,450

​

​

-

​

​

30,390

​

​

12.25% (L+10.50%, Floor 1.75%) Secured Debt

​

(8)

​

​

-

​

​

6

​

​

1,400

​

​

14,216

​

​

8,000

​

​

4,169

​

 

18,047

Datacom, LLC

​

8.00% Secured Debt

​

(8)

​

​

(1,800)

​

​

185

​

​

-

​

​

1,615

​

​

185

​

​

1,800

​

 

-

​

​

Preferred Member Units

​

(8)

​

​

(1,294)

​

​

1,294

​

​

-

​

​

-

​

​

1,294

​

​

1,294

​

 

-

​

​

Preferred Member Units

​

(8)

​

​

(6,030)

​

​

6,030

​

​

-

​

​

-

​

​

6,030

​

​

6,030

​

 

-

​

​

10.50% PIK Secured Debt

​

(8)

​

​

(1,801)

​

​

1,945

​

​

1

​

​

10,531

​

​

1,945

​

​

12,476

​

 

-

​

​

Preferred Member Units

​

(8)

​

​

-

​

​

-

​

​

-

​

​

-

​

​

2,610

​

​

-

​

 

2,610

​

​

5.00% Secured Debt

​

(8)

​

​

-

​

​

-

​

​

564

​

​

-

​

​

8,288

​

​

81

​

 

8,207

Direct Marketing Solutions, Inc.

​

Preferred Stock

​

(9)

​

​

-

​

​

(2,230)

​

​

672

​

​

19,380

​

​

-

​

​

2,230

​

 

17,150

​

​

12.00% (L+11.00%, Floor 1.00%) Secured Debt

​

(9)

​

​

-

​

​

-

​

​

1,401

​

​

15,006

​

​

28

​

​

235

​

 

14,799

Gamber-Johnson Holdings, LLC

​

Member Units

​

(5)

​

​

-

​

​

32

​

​

3,744

​

​

52,490

​

​

2,880

​

​

-

​

 

55,370

​

​

9.00% (L+7.00%, Floor 2.00%) Secured Debt

​

(5)

​

​

-

​

​

(31)

​

​

1,435

​

​

19,838

​

​

830

​

​

30

​

 

20,638

GRT Rubber Technologies LLC

​

Member Units

​

(8)

​

​

-

​

​

-

​

​

3,636

​

​

44,900

​

​

-

​

​

-

​

 

44,900

​

​

7.10% (L+7.00%) Secured Debt

​

(8)

​

​

-

​

​

-

​

​

904

​

​

16,775

​

​

-

​

​

-

​

 

16,775

Jensen Jewelers of Idaho, LLC

​

Member Units

​

(9)

​

​

-

​

​

3,640

​

​

1,264

​

​

7,620

​

​

3,640

​

​

-

​

 

11,260

​

​

10.00% (Prime+6.75%, Floor 2.00%) Secured Debt

​

(9)

​

​

-

​

​

(10)

​

​

244

​

​

3,400

​

​

10

​

​

660

​

 

2,750

Kickhaefer Manufacturing Company, LLC

​

Member Units

​

(5)

​

​

-

​

​

50

​

​

75

​

​

1,160

​

​

50

​

​

-

​

 

1,210

​

​

Member Units

​

(5)

​

​

-

​

​

-

​

​

-

​

​

12,240

​

​

-

​

​

-

​

 

12,240

​

​

11.50% Secured Debt

​

(5)

​

​

-

​

​

-

​

​

1,915

​

​

22,269

​

​

44

​

​

2,000

​

 

20,313

​

​

9.00% Secured Debt

​

(5)

​

​

-

​

​

-

​

​

266

​

​

3,909

​

​

-

​

​

24

​

 

3,885

Market Force Information, LLC

​

12.00% (L+11.00%, Floor 1.00%) Secured Debt

​

(9)

​

​

-

​

​

-

​

​

282

​

​

1,600

​

​

1,800

​

​

-

​

 

3,400

​

​

12.00% PIK Secured Debt

​

(9)

​

​

-

​

​

(2,403)

​

​

-

​

​

13,562

​

​

-

​

​

2,403

​

 

11,159

MH Corbin Holding LLC

​

Preferred Member Units

​

(5)

​

​

-

​

​

(2,370)

​

​

-

​

​

2,370

​

​

-

​

​

2,370

​

 

-


90

CompanyTotal RateBase RateSpreadPIK RateType of Investment(1) (10) (11)GeographyAmount of
Realized
Gain/(Loss)		Amount of
Unrealized
Gain/(Loss)		Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)		December 31,
2021 Fair Value (13)		Gross
Additions(3)		Gross
Reductions(4)		September 30,
2022 Fair Value (13)
Majority-owned investments
ASK (Analytical Systems Keco Holdings, LLC)L+10.00%Secured Debt(8)$— $— $4 $(4)$1 $— $(3)
12.63%L+10.00%Secured Debt(8)— — 506 4,740 65 210 4,595 
12.63%Preferred Member Units(8)— — — — — — — 
Preferred Member Units(8)— (1,050)— 4,894 — 1,050 3,844 
Warrants(8)— — — — — — — 
Brewer Crane Holdings, LLC12.56%L+10.00%Secured Debt(9)— — 649 8,037 19 1,972 6,084 
Preferred Member Units(9)— (2,040)795 7,710 — 2,040 5,670 
Café Brazil, LLCMember Units(8)— (200)178 2,570 — 200 2,370 
California Splendor Holdings LLC12.38%L+10.00%Secured Debt(9)— 52 2,467 27,915 85 — 28,000 
Preferred Member Units(9)— 7,750 188 13,275 7,750 — 21,025 
15.00%15.00%Preferred Member Units(9)— — 792 9,510 792 6,449 3,853 
Clad-Rex Steel, LLC12.13%L+9.50%Secured Debt(5)— — 898 10,401 29 — 10,430 
10.00%Secured Debt(5)— — 81 1,071 — 24 1,047 
Member Units(5)— (760)595 10,250 — 760 9,490 
Member Units(5)— 80 — 530 80 — 610 
CMS Minerals InvestmentsMember Units(9)— 331 150 1,974 331 415 1,890 
Cody Pools, Inc.L+10.50%Secured Debt(8)— — 84 (13)2,866 2,864 (11)
13.63%L+10.50%Secured Debt(8)— (66)4,044 42,497 66 1,338 41,225 
Preferred Member Units(8)— 9,570 3,710 47,640 9,570 — 57,210 
CompareNetworks Topco, LLCL+9.00%Secured Debt(9)— — — — — — — 
11.63%L+9.00%Secured Debt(9)— (13)468 6,477 13 1,140 5,350 
Preferred Member Units(9)— 6,570 474 12,000 6,570 — 18,570 
Datacom, LLC7.50%Secured Debt(8)— — — — 223 — 223 
7.50%Secured Debt(8)— 160 624 7,668 284 203 7,749 
Preferred Member Units(8)— 60 72 2,610 60 — 2,670 
Direct Marketing Solutions, Inc.13.63%L+11.00%Secured Debt(9)— 14 102 (22)4,272 850 3,400 
13.63%L+11.00%Secured Debt(9)— (53)2,322 24,070 53 1,073 23,050 
Preferred Stock(9)— 3,870 1,029 18,350 3,870 — 22,220 
Gamber-Johnson Holdings, LLC10.63%L+8.00%Secured Debt(5)— — 5 — — — — 
10.63%L+8.00%Secured Debt(5)— (4)1,722 21,598 2,484 4 24,078 
Member Units(5)— (3,230)715 49,700 — 3,230 46,470 
GRT Rubber Technologies LLC10.56%L+8.00%Secured Debt(8)— (21)2,756 38,885 1,629 21 40,493 
Member Units(8)— — 2,483 46,190 — — 46,190 
Jensen Jewelers of Idaho, LLC12.25%P+6.75%Secured Debt(9)— (6)207 2,550 6 106 2,450 
Member Units(9)— 2,550 1,996 12,420 2,550 — 14,970 
Kickhaefer Manufacturing Company, LLC11.50%Secured Debt(5)— — 1,818 20,324 37 — 20,361 
9.00%Secured Debt(5)— — 265 3,876 1 26 3,851 
Member Units(5)— (3,060)— 12,310 — 3,060 9,250 
Member Units(5)— — 84 2,460 — — 2,460 
Market Force Information, LLC13.38%L+11.00%Secured Debt(9)— — 374 3,400 1,600 — 5,000 
12.00%12.00%Secured Debt(9)— (6,065)— 8,936 — 6,065 2,871 
100

Table of Contentscontents

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Amount of

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​

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Interest,

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Fees or

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​

​

​

​

​

Amount of

​

Amount of

​

Dividends

​

December 31, 

​

​

​

​

​

​

​

September 30, 

​

​

​

​

​

​

Realized

​

Unrealized

​

Credited to

​

2020

​

Gross

​

Gross

​

2021

Company

    

Investment(1)(10)(11)

    

Geography

    

Gain/(Loss)

    

Gain/(Loss)

    

Income(2)

    

Fair Value

    

Additions(3)

    

Reductions(4)

    

Fair Value

​

​

13.00% Secured Debt

​

(5)

​

​

-

​

​

(2,059)

​

​

854

​

​

8,280

​

​

25

​

​

2,299

​

 

6,006

MSC Adviser I, LLC

​

Member Units

​

(8)

​

​

-

​

​

11,320

​

​

3,908

​

​

116,760

​

​

11,320

​

​

-

​

 

128,080

Mystic Logistics Holdings, LLC

​

Common Stock

​

(6)

​

​

-

​

​

(1,820)

​

​

548

​

​

8,990

​

​

-

​

​

1,820

​

 

7,170

​

​

12.00% Secured Debt

​

(6)

​

​

-

​

​

-

​

​

622

​

​

6,723

​

​

7

​

​

24

​

 

6,706

OMi Holdings, Inc.

​

Preferred Member Units

​

(8)

​

​

-

​

​

(170)

​

​

1,330

​

​

20,380

​

​

-

​

​

170

​

 

20,210

​

​

12.00% Secured Debt

​

(8)

​

​

-

​

​

176

​

​

550

​

​

-

​

​

18,000

​

​

-

​

 

18,000

PPL RVs, Inc.

​

Common Stock

​

(8)

​

​

-

​

​

2,190

​

​

805

​

​

11,500

​

​

2,190

​

​

-

​

 

13,690

​

​

7.50% (L+7.00%, Floor 0.50%) Secured Debt

​

(8)

​

​

-

​

​

(21)

​

​

708

​

​

11,806

​

​

790

​

​

221

​

 

12,375

Principle Environmental, LLC

​

Warrants

​

(8)

​

​

-

​

​

330

​

​

-

​

​

870

​

​

330

​

​

1,200

​

 

-

​

​

Common Stock

​

(8)

​

​

-

​

​

(490)

​

​

-

​

​

-

​

​

1,200

​

​

490

​

 

710

​

​

Preferred Member Units

​

(8)

​

​

-

​

​

(920)

​

​

-

​

​

10,500

​

​

-

​

​

920

​

 

9,580

​

​

13.00% Secured Debt

​

(8)

​

​

-

​

​

(62)

​

​

649

​

​

6,397

​

​

18

​

​

63

​

 

6,352

Quality Lease Service, LLC

​

Member Units

​

(7)

​

​

-

​

​

(180)

​

​

-

​

​

4,460

​

​

-

​

​

1,430

​

 

3,030

Trantech Radiator Topco, LLC

​

Common Stock

​

(7)

​

​

-

​

​

620

​

​

87

​

​

6,030

​

​

620

​

​

-

​

​

6,650

​

​

12.00% Secured Debt

​

(7)

​

​

-

​

​

-

​

​

811

​

​

8,644

​

​

14

​

​

-

​

​

8,658

Ziegler’s NYPD, LLC

​

Preferred Member Units

​

(8)

​

​

-

​

​

350

​

​

-

​

​

1,780

​

​

350

​

​

-

​

​

2,130

​

​

12.00% Secured Debt

​

(8)

​

​

-

​

​

-

​

​

57

​

​

625

​

​

-

​

​

-

​

​

625

​

​

14.00% Secured Debt

​

(8)

​

​

-

​

​

-

​

​

292

​

​

2,750

​

​

-

​

​

-

​

​

2,750

​

​

6.50% Secured Debt

​

(8)

​

​

-

​

​

21

​

​

49

​

​

979

​

​

21

​

​

-

​

​

1,000

Other controlled investments

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2717 MH, L.P.

​

LP Interests (2717 HPP-MS, L.P.)

​

(8)

​

​

-

​

​

-

​

​

-

​

​

250

​

​

-

​

​

250

​

​

-

​

​

LP Interests (2717 MH, L.P.)

​

(8)

​

​

-

​

​

585

​

​

-

​

​

2,702

​

​

689

​

​

-

​

​

3,391

ASC Interests, LLC

​

Member Units

​

(8)

​

​

-

​

​

(400)

​

​

-

​

​

1,120

​

​

-

​

​

400

​

​

720

​

​

13.00% Secured Debt

​

(8)

​

​

-

​

​

-

​

​

193

​

​

1,715

​

​

116

​

​

-

​

​

1,831

ATS Workholding, LLC

​

5.00% Secured Debt

​

(9)

​

​

-

​

​

(304)

​

​

-

​

​

3,347

​

​

-

​

​

472

​

​

2,875

Barfly Ventures, LLC

​

Member Units

​

(5)

​

​

-

​

​

346

​

​

-

​

​

1,584

​

​

346

​

​

-

​

​

1,930

​

​

7.00% Secured Debt

​

(5)

​

​

-

​

​

-

​

​

58

​

​

343

​

​

367

​

​

-

​

​

710

Bolder Panther Group, LLC

​

10.50% (L+9.00%, Floor 1.50%) Secured Debt

​

(9)

​

​

-

​

​

329

​

​

2,582

​

​

27,225

​

​

11,775

​

​

-

​

​

39,000

​

​

14.00% Class A Preferred Member Units

​

(9)

​

​

-

​

​

-

​

​

1,067

​

​

10,194

​

​

-

​

​

-

​

​

10,194

​

​

8.00% Class B Preferred Member Units

​

(9)

​

​

-

​

​

6,310

​

​

2,087

​

​

14,000

​

​

6,310

​

​

-

​

​

20,310

​

​

9.50% (L+8.00%, Floor 1.50%) Secured Debt

​

(9)

​

​

-

​

​

-

​

​

36

​

​

-

​

​

500

​

​

500

​

​

-

Bond-Coat, Inc.

​

Common Stock

​

(8)

​

​

(2,320)

​

​

4,310

​

​

-

​

​

2,040

​

​

4,310

​

​

6,350

​

​

-

Brewer Crane Holdings, LLC

​

Preferred Member Units

​

(9)

​

​

-

​

​

(1,570)

​

​

397

​

​

5,850

​

​

-

​

​

1,570

​

​

4,280

​

​

11.00% (L+10.00%, Floor 1.00%) Secured Debt

​

(9)

​

​

-

​

​

-

​

​

708

​

​

8,513

​

​

15

​

​

372

​

​

8,156

Bridge Capital Solutions Corporation

​

Preferred Member Units

​

(6)

​

​

-

​

​

-

​

​

75

​

​

1,000

​

​

-

​

​

-

​

​

1,000

​

​

Warrants

​

(6)

​

​

-

​

​

840

​

​

-

​

​

3,220

​

​

840

​

​

-

​

​

4,060

​

​

13.00% Secured Debt

​

(6)

​

​

-

​

​

-

​

​

100

​

​

998

​

​

2

​

​

-

​

​

1,000

​

​

13.00% Secured Debt

​

(6)

​

​

-

​

​

-

​

​

1,279

​

​

8,403

​

​

410

​

​

-

​

​

8,813

CBT Nuggets, LLC

​

Member Units

​

(9)

​

​

-

​

​

6,540

​

​

1,901

​

​

46,080

​

​

6,540

​

​

-

​

​

52,620

Centre Technologies Holdings, LLC

​

Preferred Member Units

​

(8)

​

​

-

​

​

(320)

​

​

90

​

​

6,160

​

​

-

​

​

320

​

​

5,840

​

​

12.00% (L+10.00%, Floor 2.00%) Secured Debt

​

(8)

​

​

-

​

​

-

​

​

969

​

​

11,549

​

​

28

​

​

2,059

​

​

9,518

Chamberlin Holding LLC

​

Member Units

​

(8)

​

​

-

​

​

160

​

​

51

​

​

1,270

​

​

160

​

​

-

​

​

1,430

​

​

Member Units

​

(8)

​

​

-

​

​

(3,930)

​

​

3,707

​

​

28,070

​

​

-

​

​

3,930

​

​

24,140

​

​

9.00% (L+8.00%, Floor 1.00%) Secured Debt

​

(8)

​

​

-

​

​

18

​

​

1,117

​

​

15,212

​

​

4,000

​

​

1,395

​

​

17,817

Charps, LLC

​

Preferred Member Units

​

(5)

​

​

-

​

​

3,720

​

​

2,120

​

​

10,520

​

​

3,720

​

​

-

​

​

14,240

​

​

10.00% Unsecured Debt

​

(5)

​

​

-

​

​

(382)

​

​

846

​

​

8,475

​

​

282

​

​

3,723

​

​

5,034

​

​

15.00%

​

(5)

​

​

-

​

​

-

​

​

4

​

​

669

​

​

-

​

​

669

​

​

-

91

Table of Contents

​

​

​

​

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​

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest,

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fees or

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of

​

Amount of

​

Dividends

​

December 31, 

​

​

​

​

​

​

​

September 30, 

​

​

​

​

​

​

Realized

​

Unrealized

​

Credited to

​

2020

​

Gross

​

Gross

​

2021

Company

    

Investment(1)(10)(11)

    

Geography

    

Gain/(Loss)

    

Gain/(Loss)

    

Income(2)

    

Fair Value

    

Additions(3)

    

Reductions(4)

    

Fair Value

Colonial Electric Company LLC

​

Preferred Member Units

​

(6)

​

​

-

​

​

780

​

​

200

​

​

-

​

​

8,460

​

​

-

​

​

8,460

​

​

12.00% Secured Debt

​

(6)

​

​

-

​

​

-

​

​

1,938

​

​

-

​

​

24,969

​

​

315

​

​

24,654

CompareNetworks Topco, LLC

​

Preferred Member Units

​

(9)

​

​

-

​

​

5,220

​

​

316

​

​

6,780

​

​

5,220

​

​

-

​

​

12,000

​

​

10.00% (L+9.00%, Floor 1.00%) Secured Debt

​

(9)

​

​

-

​

​

(16)

​

​

609

​

​

7,954

​

​

15

​

​

1,492

​

​

6,477

Copper Trail Energy Fund I, LP - CTMH

​

LP Interests (CTMH, LP)

​

(9)

​

​

-

​

​

-

​

​

-

​

​

747

​

​

-

​

​

37

​

​

710

Digital Products Holdings LLC

​

Preferred Member Units

​

(5)

​

​

-

​

​

-

​

​

150

​

​

9,835

​

​

-

​

​

-

​

​

9,835

​

​

11.00% (L+10.00%, Floor 1.00%) Secured Debt

​

(5)

​

​

-

​

​

-

​

​

1,494

​

​

18,077

​

​

33

​

​

990

​

​

17,120

Garreco, LLC

​

Member Units

​

(8)

​

​

-

​

​

800

​

​

-

​

​

1,410

​

​

800

​

​

-

​

​

2,210

​

​

9.00% (L+8.00%, Floor 1.00%, Ceiling 1.50%) Secured Debt

​

(8)

​

​

-

​

​

-

​

​

308

​

​

4,519

​

​

-

​

​

-

​

​

4,519

Gulf Manufacturing, LLC

​

Member Units

​

(8)

​

​

-

​

​

1,130

​

​

1,210

​

​

4,510

​

​

1,130

​

​

-

​

​

5,640

Gulf Publishing Holdings, LLC

​

10.50% (5.25% Cash, 5.25% PIK) (L+9.50%, Floor 1.00%) Secured Debt

​

(8)

​

​

-

​

​

-

​

​

17

​

​

250

​

​

14

​

​

7

​

​

257

​

​

12.50% (6.25% Cash, 6.25% PIK) Secured Debt

​

(8)

​

​

-

​

​

(2,012)

​

​

1,065

​

​

12,044

​

​

849

​

​

2,431

​

​

10,462

Harrison Hydra-Gen, Ltd.

​

Common Stock

​

(8)

​

​

-

​

​

(1,920)

​

​

-

​

​

5,450

​

​

-

​

​

1,920

​

​

3,530

J&J Services, Inc.

​

Preferred Stock

​

(7)

​

​

-

​

​

2,720

​

​

-

​

​

12,680

​

​

2,720

​

​

-

​

​

15,400

​

​

11.50% Secured Debt

​

(7)

​

​

-

​

​

(30)

​

​

1,084

​

​

12,800

​

​

30

​

​

2,030

​

​

10,800

KBK Industries, LLC

​

Member Units

​

(5)

​

​

-

​

​

420

​

​

456

​

​

13,200

​

​

420

​

​

-

​

​

13,620

MS Private Loan Fund

​

LP Interests

​

(8)

​

​

-

​

​

-

​

​

-

​

​

-

​

​

1,000

​

​

-

​

​

1,000

​

​

5.00% Unsecured Debt

​

(8)

​

​

-

​

​

-

​

​

642

​

​

-

​

​

33,866

​

​

3,575

​

​

30,291

MSC Income Fund Inc.

​

5.00% Unsecured Debt

​

(8)

​

​

-

​

​

352

​

​

1,603

​

​

-

​

​

60,000

​

​

-

​

​

60,000

NAPCO Precast, LLC

​

Member Units

​

(8)

​

​

-

​

​

(2,540)

​

​

1,823

​

​

16,100

​

​

-

​

​

2,540

​

​

13,560

Nebraska Vet AcquireCo, LLC (NVS)

​

Preferred Member Units

​

(5)

​

​

-

​

​

-

​

​

-

​

​

6,500

​

​

-

​

​

-

​

​

6,500

​

​

12.00% Secured Debt

​

(5)

​

​

-

​

​

-

​

​

979

​

​

10,395

​

​

13

​

​

-

​

​

10,408

NexRev LLC

​

Preferred Member Units

​

(8)

​

​

-

​

​

1,810

​

​

60

​

​

1,470

​

​

1,810

​

​

-

​

​

3,280

​

​

11.00% Secured Debt

​

(8)

​

​

-

​

​

(1,351)

​

​

1,417

​

​

16,727

​

​

28

​

​

2,005

​

​

14,750

NRI Clinical Research, LLC

​

Member Units

​

(9)

​

​

8,786

​

​

(4,835)

​

​

2,805

​

​

5,600

​

​

-

​

​

5,600

​

​

-

​

​

Warrants

​

(9)

​

​

-

​

​

(1,238)

​

​

-

​

​

1,490

​

​

-

​

​

1,490

​

​

-

​

​

9.00% Secured Debt

​

(9)

​

​

-

​

​

(48)

​

​

380

​

​

5,620

​

​

48

​

​

5,668

​

​

-

NRP Jones, LLC

​

Member Units

​

(5)

​

​

-

​

​

3,619

​

​

(45)

​

​

2,821

​

​

3,619

​

​

-

​

​

6,440

​

​

12.00% Secured Debt

​

(5)

​

​

-

​

​

-

​

​

189

​

​

2,080

​

​

-

​

​

-

​

​

2,080

NuStep, LLC

​

Preferred Member Units

​

(5)

​

​

-

​

​

2,720

​

​

-

​

​

10,780

​

​

2,720

​

​

-

​

​

13,500

​

​

10.50% Secured Debt

​

(5)

​

​

-

​

​

17

​

​

1,507

​

​

17,193

​

​

47

​

​

-

​

​

17,240

​

​

7.50% (L+6.50%, Floor 1.00%) Secured Debt

​

(5)

​

​

-

​

​

-

​

​

25

​

​

-

​

​

2,000

​

​

400

​

​

1,600

Orttech Holdings, LLC

​

Preferred Stock

​

(5)

​

​

-

​

​

-

​

​

-

​

​

-

​

​

12,600

​

​

1,000

​

​

11,600

​

​

12.00% (L+11.00%, Floor 1.00%) Secured Debt

​

(5)

​

​

-

​

​

-

​

​

767

​

​

-

​

​

24,183

​

​

-

​

​

24,183

Pearl Meyer Topco LLC

​

Member Units

​

(6)

​

​

-

​

​

5,539

​

​

1,949

​

​

15,940

​

​

5,540

​

​

-

​

​

21,480

​

​

12.00% Secured Debt

​

(6)

​

​

-

​

​

258

​

​

3,223

​

​

37,202

​

​

310

​

​

3,838

​

​

33,674

Pegasus Research Group, LLC

​

Member Units

​

(8)

​

​

-

​

​

(1,550)

​

​

-

​

​

8,830

​

​

-

​

​

1,550

​

​

7,280

River Aggregates, LLC

​

Member Units

​

(8)

​

​

-

​

​

160

​

​

125

​

​

3,240

​

​

160

​

​

-

​

​

3,400

Tedder Industries, LLC

​

Preferred Member Units

​

(9)

​

​

-

​

​

-

​

​

-

​

​

8,136

​

​

-

​

​

-

​

​

8,136

​

​

12.00% Secured Debt

​

(9)

​

​

-

​

​

-

​

​

1,486

​

​

16,301

​

​

2,032

​

​

1,600

​

​

16,733

UnionRock Energy Fund II, LP

​

LP Interests

​

(9)

​

​

-

​

​

2,407

​

​

-

​

​

2,894

​

​

3,781

​

​

220

​

​

6,455

Vision Interests, Inc.

​

Series A Preferred Stock

​

(9)

​

​

-

​

​

(160)

​

​

-

​

​

3,160

​

​

-

​

​

160

​

​

3,000

​

​

13.00% Secured Debt

​

(9)

​

​

-

​

​

-

​

​

200

​

​

2,028

​

​

-

​

​

-

​

​

2,028

Other

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

92

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest,

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fees or

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of

​

Amount of

​

Dividends

​

December 31, 

​

​

​

​

​

​

​

September 30, 

​

​

​

​

​

​

Realized

​

Unrealized

​

Credited to

​

2020

​

Gross

​

Gross

​

2021

Company

    

Investment(1)(10)(11)

    

Geography

    

Gain/(Loss)

    

Gain/(Loss)

    

Income(2)

    

Fair Value

    

Additions(3)

    

Reductions(4)

    

Fair Value

Amounts related to investments transferred to or from other 1940 Act classification during the period

​

​

​

​

​

​

-

​

​

-

​

​

-

​

​

-

​

​

-

​

​

-

​

​

-

Total Control investments

​

​

​

​

​

$

(4,459)

​

$

65,756

​

$

85,904

​

$

1,113,725

​

$

340,046

​

$

117,553

​

$

1,336,218

Affiliate Investments

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

AAC Holdings, Inc.

​

Common Stock

​

(7)

​

$

-

​

$

(1,038)

​

$

-

​

$

3,148

​

$

-

​

$

1,038

​

$

2,110

​

​

Warrants

​

(7)

​

​

-

​

​

(968)

​

​

-

​

​

2,938

​

​

-

​

​

968

​

​

1,970

​

​

18.00% (10.00% Cash, 8.00% PIK) Secured Debt

​

(7)

​

​

-

​

​

(89)

​

​

1,329

​

​

9,187

​

​

744

​

​

223

​

​

9,708

AFG Capital Group, LLC

​

Preferred Member Units

​

(8)

​

​

-

​

​

1,570

​

​

200

​

​

5,810

​

​

1,570

​

​

-

​

​

7,380

​

​

10.00% Secured Debt

​

(8)

​

​

-

​

​

-

​

​

26

​

​

491

​

​

-

​

​

260

​

​

231

ATX Networks Corp.

​

10.00% PIK Unsecured Debt

​

(6)

​

​

-

​

​

-

​

​

-

​

​

-

​

​

1,963

​

​

-

​

​

1,963

​

​

8.50% (L+7.50%, Floor 1.00%) Secured Debt

​

(6)

​

​

-

​

​

-

​

​

-

​

​

-

​

​

7,092

​

​

-

​

​

7,092

​

​

8.75% (7.25% Cash, 1.50% PIK) (1.50% PIK + L+6.25%, Floor 1.00%) Secured Debt

​

(6)

​

​

(4,528)

​

​

1,133

​

​

-

​

​

12,263

​

​

1,521

​

​

13,784

​

​

-

BBB Tank Services, LLC

​

Member Units

​

(8)

​

​

-

​

​

(280)

​

​

-

​

​

280

​

​

-

​

​

280

​

​

-

​

​

12.00% (L+11.00%, Floor 1.00%) Unsecured Debt

​

(8)

​

​

-

​

​

(1,000)

​

​

464

​

​

4,722

​

​

27

​

​

1,001

​

​

3,748

​

​

15.00% PIK Preferred Stock (non-voting)

​

(8)

​

​

-

​

​

(162)

​

​

11

​

​

151

​

​

11

​

​

162

​

​

-

Boccella Precast Products LLC

​

Member Units

​

(6)

​

​

-

​

​

(1,210)

​

​

379

​

​

6,040

​

​

-

​

​

1,210

​

​

4,830

​

​

10.00% Secured Debt

​

(6)

​

​

-

​

​

-

​

​

1

​

​

-

​

​

320

​

​

-

​

​

320

Brightwood Capital Fund Investments - Fund V

​

LP Interests (Brightwood Capital Fund V, LP)

​

(6)

​

​

-

​

​

-

​

​

-

​

​

-

​

​

1,000

​

​

-

​

​

1,000

Buca C, LLC

​

10.25% (L+9.25%, Floor 1.00%) Secured Debt

​

(7)

​

​

-

​

​

(373)

​

​

1,264

​

​

14,256

​

​

487

​

​

373

​

​

14,370

CAI Software LLC

​

Member Units

​

(6)

​

​

-

​

​

7,321

​

​

1,900

​

​

7,190

​

​

7,321

​

​

1,921

​

​

12,590

​

​

12.50% Secured Debt

​

(6)

​

​

-

​

​

(1)

​

​

5,547

​

​

47,474

​

​

23,601

​

​

4,474

​

​

66,601

Chandler Signs Holdings, LLC

​

Class A Units

​

(8)

​

​

-

​

​

(810)

​

​

-

​

​

1,460

​

​

-

​

​

810

​

​

650

Charlotte Russe, Inc

​

Common Stock

​

(9)

​

​

(3,141)

​

​

3,141

​

​

-

​

​

-

​

​

3,141

​

​

3,141

​

​

-

Classic H&G Holdings, LLC

​

Preferred Member Units

​

(6)

​

​

-

​

​

4,110

​

​

820

​

​

9,510

​

​

4,110

​

​

-

​

​

13,620

​

​

7.00% (L+6.00%, Floor 1.00%) Secured Debt

​

(6)

​

​

-

​

​

-

​

​

26

​

​

-

​

​

1,400

​

​

-

​

​

1,400

​

​

8.00% Secured Debt

​

(6)

​

​

-

​

​

(73)

​

​

1,807

​

​

24,800

​

​

73

​

​

5,599

​

​

19,274

Congruent Credit Opportunities Funds

​

LP Interests (Congruent Credit Opportunities Fund
II, LP)

​

(8)

​

​

(4,449)

​

​

4,355

​

​

-

​

​

94

​

​

4,355

​

​

4,449

​

​

-

​

​

LP Interests (Congruent Credit Opportunities Fund
III, LP)

​

(8)

​

​

-

​

​

(96)

​

​

583

​

​

11,540

​

​

-

​

​

1,137

​

​

10,403

Copper Trail Energy Fund I, LP

​

LP Interests (Copper Trail Energy Fund I, LP)

​

(9)

​

​

(203)

​

​

379

​

​

378

​

​

1,782

​

​

379

​

​

2,161

​

​

-

Dos Rios Partners

​

LP Interests (Dos Rios Partners - A, LP)

​

(8)

​

​

-

​

​

1,450

​

​

-

​

​

1,720

​

​

1,450

​

​

-

​

​

3,170

​

​

LP Interests (Dos Rios Partners, LP)

​

(8)

​

​

-

​

​

4,567

​

​

-

​

​

5,417

​

​

4,567

​

​

-

​

​

9,984

Dos Rios Stone Products LLC

​

Class A Preferred Units

​

(8)

​

​

-

​

​

(340)

​

​

-

​

​

1,250

​

​

-

​

​

340

​

​

910

East Teak Fine Hardwoods, Inc.

​

Common Stock

​

(7)

​

​

(80)

​

​

180

​

​

100

​

​

300

​

​

180

​

​

480

​

​

-

EIG Fund Investments

​

LP Interests (EIG Global Private Debt Fund-A, L.P.)

​

(8)

​

​

9

​

​

92

​

​

35

​

​

526

​

​

125

​

​

177

​

​

474

Freeport Financial SBIC Fund LP

​

LP Interests (Freeport Financial SBIC Fund LP)

​

(5)

​

​

-

​

​

869

​

​

-

​

​

5,264

​

​

869

​

​

-

​

​

6,133

​

​

LP Interests (Freeport First Lien Loan Fund III LP)

​

(5)

​

​

-

​

​

66

​

​

613

​

​

10,321

​

​

66

​

​

3,156

​

​

7,231

GFG Group, LLC.

​

Preferred Member Units

​

(5)

​

​

-

​

​

2,090

​

​

460

​

​

-

​

​

6,990

​

​

-

​

​

6,990

​

​

12.00% Secured Debt

​

(5)

​

​

-

​

​

-

​

​

1,211

​

​

-

​

​

15,631

​

​

3,200

​

​

12,431

93

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest,

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fees or

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of

​

Amount of

​

Dividends

​

December 31, 

​

​

​

​

​

​

​

September 30, 

​

​

​

​

​

​

Realized

​

Unrealized

​

Credited to

​

2020

​

Gross

​

Gross

​

2021

Company

    

Investment(1)(10)(11)

    

Geography

    

Gain/(Loss)

    

Gain/(Loss)

    

Income(2)

    

Fair Value

    

Additions(3)

    

Reductions(4)

    

Fair Value

Hawk Ridge Systems, LLC

​

Preferred Member Units

​

(9)

​

​

-

​

​

270

​

​

-

​

​

420

​

​

270

​

​

-

​

​

690

​

​

Preferred Member Units

​

(9)

​

​

-

​

​

5,130

​

​

691

​

​

8,030

​

​

5,130

​

​

-

​

​

13,160

​

​

7.00% (L+6.00%, Floor 1.00%) Secured Debt

​

(9)

​

​

-

​

​

-

​

​

23

​

​

-

​

​

2,585

​

​

-

​

​

2,585

​

​

9.00% Secured Debt

​

(9)

​

​

-

​

​

(25)

​

​

1,366

​

​

18,400

​

​

25

​

​

25

​

​

18,400

Houston Plating and Coatings, LLC

​

Member Units

​

(8)

​

​

-

​

​

(1,620)

​

​

180

​

​

5,080

​

​

-

​

​

1,620

​

​

3,460

​

​

8.00% Unsecured Convertible Debt

​

(8)

​

​

-

​

​

-

​

​

182

​

​

2,900

​

​

-

​

​

-

​

​

2,900

HPEP 3, L.P.

​

LP Interests (HPEP 3, L.P.)

​

(8)

​

​

-

​

​

803

​

​

-

​

​

3,258

​

​

1,177

​

​

252

​

​

4,183

I-45 SLF LLC

​

Member Units (Fully diluted 20.0%; 24.40% profits
interest) (8)

​

(8)

​

​

-

​

​

413

​

​

1,386

​

​

15,787

​

​

1,215

​

​

2,000

​

​

15,002

Iron-Main Investments, LLC

​

Common Stock

​

(5)

​

​

-

​

​

-

​

​

-

​

​

-

​

​

1,027

​

​

-

​

​

1,027

​

​

12.50% Secured Debt

​

(5)

​

​

-

​

​

-

​

​

98

​

​

-

​

​

3,168

​

​

-

​

​

3,168

​

​

13.00% Secured Debt

​

(5)

​

​

-

​

​

-

​

​

191

​

​

-

​

​

4,555

​

​

-

​

​

4,555

L.F. Manufacturing Holdings, LLC

​

Member Units

​

(8)

​

​

-

​

​

50

​

​

-

​

​

2,050

​

​

50

​

​

-

​

​

2,100

​

​

14.00% PIK Preferred Member Units (non-voting)

​

(8)

​

​

-

​

​

-

​

​

10

​

​

93

​

​

10

​

​

-

​

​

103

Meisler Operating LLC

​

Common Stock

​

(5)

​

​

17,048

​

​

(7,414)

​

​

-

​

​

16,010

​

​

-

​

​

16,010

​

​

-

OnAsset Intelligence, Inc.

​

Common Stock

​

(8)

​

​

-

​

​

(830)

​

​

-

​

​

-

​

​

830

​

​

830

​

​

-

​

​

Warrants

​

(8)

​

​

-

​

​

830

​

​

-

​

​

-

​

​

830

​

​

830

​

​

-

​

​

10.00% PIK Unsecured Debt

​

(8)

​

​

-

​

​

-

​

​

6

​

​

64

​

​

129

​

​

6

​

​

187

​

​

12.00% PIK Secured Debt

​

(8)

​

​

-

​

​

-

​

​

685

​

​

7,301

​

​

686

​

​

-

​

​

7,987

Oneliance, LLC

​

Preferred Stock

​

(7)

​

​

-

​

​

-

​

​

-

​

​

-

​

​

1,056

​

​

-

​

​

1,056

​

​

12.00% (L+11.00%, Floor 1.00%) Secured Debt

​

(7)

​

​

-

​

​

-

​

​

162

​

​

-

​

​

5,545

​

​

-

​

​

5,545

PCI Holding Company, Inc.

​

Preferred Stock

​

(9)

​

​

-

​

​

(203)

​

​

2,852

​

​

4,130

​

​

-

​

​

4,130

​

​

-

Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)

​

12.00% Secured Debt

​

(8)

​

​

(694)

​

​

-

​

​

-

​

​

-

​

​

-

​

​

-

​

​

-

SI East, LLC (Stavig)

​

Preferred Member Units

​

(7)

​

​

-

​

​

5,422

​

​

2,102

​

​

9,780

​

​

5,422

​

​

4,782

​

​

10,420

​

​

10.25% Secured Debt

​

(7)

​

​

-

​

​

(74)

​

​

2,332

​

​

32,962

​

​

34,500

​

​

3,862

​

​

63,600

Slick Innovations, LLC

​

Common Stock

​

(6)

​

​

-

​

​

180

​

​

-

​

​

1,330

​

​

180

​

​

-

​

​

1,510

​

​

Warrants

​

(6)

​

​

-

​

​

40

​

​

-

​

​

360

​

​

40

​

​

-

​

​

400

​

​

13.00% Secured Debt

​

(6)

​

​

-

​

​

(33)

​

​

545

​

​

5,720

​

​

33

​

​

433

​

​

5,320

Sonic Systems International, LLC

​

Common Stock

​

(8)

​

​

-

​

​

-

​

​

26

​

​

-

​

​

1,070

​

​

-

​

​

1,070

​

​

8.50% (L+7.50%, Floor 1.00%) Secured Debt

​

(8)

​

​

-

​

​

-

​

​

111

​

​

-

​

​

11,747

​

​

-

​

​

11,747

Superior Rigging & Erecting Co.

​

Preferred Member Units

​

(7)

​

​

-

​

​

-

​

​

-

​

​

4,500

​

​

-

​

​

-

​

​

4,500

​

​

12.00% Secured Debt

​

(7)

​

​

-

​

​

-

​

​

1,982

​

​

21,298

​

​

25

​

​

-

​

​

21,323

The Affiliati Network, LLC

​

Preferred Stock

​

(9)

​

​

-

​

​

-

​

​

-

​

​

-

​

​

6,400

​

​

-

​

​

6,400

​

​

10.00% Secured Debt

​

(9)

​

​

-

​

​

-

​

​

2

​

​

-

​

​

381

​

​

-

​

​

381

​

​

11.83% Secured Debt

​

(9)

​

​

-

​

​

-

​

​

421

​

​

-

​

​

13,862

​

​

239

​

​

13,623

UniTek Global Services, Inc.

​

15.00% PIK Secured Convertible Debt

​

(6)

​

​

-

​

​

966

​

​

105

​

​

-

​

​

2,249

​

​

87

​

​

2,162

​

​

20.00% PIK Preferred Stock

​

(6)

​

​

-

​

​

737

​

​

-

​

​

375

​

​

737

​

​

-

​

​

1,112

​

​

20.00% PIK Preferred Stock

​

(6)

​

​

-

​

​

(230)

​

​

230

​

​

2,833

​

​

230

​

​

230

​

​

2,833

​

​

8.50% (6.50% cash, 2.00% PIK) (2.00% PIK, L+5.50% Floor 1.00%) Secured Debt

​

(6)

​

​

-

​

​

114

​

​

183

​

​

2,425

​

​

243

​

​

454

​

​

2,214

Volusion, LLC

​

Preferred Member Units

​

(8)

​

​

-

​

​

-

​

​

-

​

​

5,990

​

​

-

​

​

-

​

​

5,990

​

​

11.50% Secured Debt

​

(8)

​

​

-

​

​

991

​

​

1,736

​

​

19,243

​

​

991

​

​

2,800

​

​

17,434

​

​

8.00% Unsecured Convertible Debt

​

(8)

​

​

-

​

​

118

​

​

24

​

​

291

​

​

118

​

​

-

​

​

409

Other

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amounts related to investments transferred to or from other 1940 Act classification during the period

​

​

​

​

​

​

-

​

​

-

​

​

-

​

​

(12,263)

​

​

-

​

​

-

​

​

-

Total Affiliate investments

​

​

​

​

​

$

3,962

​

$

30,518

​

$

34,785

​

$

366,301

​

$

195,509

​

$

88,934

​

$

485,139

94

Table of Contents

​

​

​

​

​

​

(1)The principal amount, the ownership detail for equity investments and if the investment is income producing is included in the consolidated schedule of investments.
(2)Represents the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the category other than the one shown at period end is included in “Amounts from investments transferred from other 1940 Act classifications during the period.”
(3)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as well as the movement of an existing portfolio company into this category and out of a different category.
(4)Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.
(5)Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of September 30, 2021 for control investments located in this region was $297,953. This represented 22.3% of net assets as of September 30, 2021. The fair value as of September 30, 2021 for affiliate investments located in this region was $41,535. This represented 8.6% of net assets as of September 30, 2021.
(6)Portfolio company located in the Northeast region and Canada as determined by location of the corporate headquarters. The fair value as of September 30, 2021 for control investments located in this region was $117,017. This represented 8.8% of net assets as of September 30, 2021. The fair value as of September 30, 2021 for affiliate investments located in this region was $144,241. This represented 29.7% of net assets as of September 30, 2021.
(7)Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of September 30, 2021 for control investments located in this region was $44,538. This represented 3.3% of net assets as of September 30, 2021. The fair value as of September 30, 2021 for affiliate investments located in this region was $134,602. This represented 27.7% of net assets as of September 30, 2021.
(8)Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of September 30, 2021 for control investments located in this region was $573,437. This represented 42.9% of net assets as of September 30, 2021. The fair value as of September 30, 2021 for affiliate investments located in this region was $109,522. This represented 22.6% of net assets as of September 30, 2021.
(9)Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of September 30, 2021 for control investments located in this region was $303,273. This represented 22.7% of net assets as of September 30, 2021. The fair value as of September 30, 2021 for affiliate investments located in this region was $55,239. This represented 11.4% of net assets as of September 30, 2021.
(10)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities,” unless otherwise noted.
(11)This schedule should be read in conjunction with the consolidated schedule of investments and notes to the consolidated financial statements. Supplemental information can be located within the schedule of investments including end of period interest rate, preferred dividend rate, maturity date, investments not paid currently in cash and investments whose value was determined using significant unobservable inputs.

95

Table of Contents

(12)Investment has an unfunded commitment as of September 30, 2021 (see Note K). The fair value of the investment includes the impact of the fair value of any unfunded commitments.

​

96

Table of Contents

Schedule 12-14

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments inIn and Advances to Affiliates

(Continued)

September 30, 2020

2022

(dollars in thousands)

(unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest,

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fees or

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of

​

Amount of

​

Dividends

​

December 31, 

​

​

​

​

​

​

​

September 30, 

​

​

​

​

​

​

Realized

​

Unrealized

​

Credited to

​

2019

​

Gross

​

Gross

​

2020

Company

    

Investment(1)(10)(11)

    

Geography

    

Gain/(Loss)

    

Gain/(Loss)

    

Income(2)

    

Fair Value

    

Additions(3)

    

Reductions(4)

    

Fair Value

Majority‑owned investments

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Café Brazil, LLC

 

Member Units

 

(8)

​

$

—

​

$

(410)

​

$

38

​

$

2,440

​

$

—

​

$

410

​

$

2,030

California Splendor Holdings LLC

 

LIBOR Plus 8.00% (Floor 1.00%)

 

(9)

​

 

—

​

 

(40)

​

 

826

​

 

7,104

​

 

18,200

​

 

5,840

​

 

19,464

​

 

LIBOR Plus 10.00% (Floor 1.00%)

 

(9)

​

 

—

​

 

(65)

​

 

2,490

​

 

27,801

​

 

39

​

 

65

​

 

27,775

​

 

Preferred Member Units

 

(9)

​

 

—

​

 

—

​

 

818

​

 

7,163

​

 

818

​

 

1

​

 

7,980

​

 

Preferred Member Units

 

(9)

​

 

—

​

 

(1,141)

​

 

188

​

 

7,382

​

 

—

​

 

1,141

​

 

6,241

Clad-Rex Steel, LLC

 

LIBOR Plus 9.50% (Floor 1.00%)

 

(5)

​

 

—

​

 

49

​

 

897

​

 

10,781

​

 

66

​

 

—

​

 

10,847

​

 

Member Units

 

(5)

​

 

—

​

 

(1,020)

​

 

317

​

 

9,630

​

 

—

​

 

1,020

​

 

8,610

​

 

10% Secured Debt

 

(5)

​

 

—

​

 

(11)

​

 

85

​

 

1,137

​

 

—

​

 

30

​

 

1,107

​

 

Member Units

 

(5)

​

 

—

​

 

—

​

 

—

​

 

460

​

 

—

​

 

—

​

 

460

CMS Minerals Investments

 

Member Units

 

(9)

​

 

—

​

 

(69)

​

 

—

​

 

1,900

​

 

—

​

 

203

​

 

1,697

Cody Pools, Inc.

 

LIBOR Plus 10.50% (Floor 1.75%)

 

(8)

​

​

—

​

​

143

​

​

1,320

​

​

—

​

​

16,000

​

​

400

​

​

15,600

​

 

Preferred Member Units

 

(8)

​

​

—

​

​

3,523

​

​

58

​

​

—

​

​

11,840

​

​

—

​

​

11,840

CompareNetworks Topco, LLC

 

LIBOR Plus 11.00% (Floor 1.00%)

 

(9)

​

 

—

​

 

—

​

 

826

​

 

8,288

​

 

2,019

​

 

910

​

 

9,397

​

 

Preferred Member Units

 

(9)

​

 

—

​

 

2,350

​

 

—

​

 

3,010

​

 

2,350

​

 

—

​

 

5,360

Direct Marketing Solutions, Inc.

 

LIBOR Plus 11.00% (Floor 1.00%)

 

(9)

​

 

—

​

 

(18)

​

 

1,464

​

 

15,707

​

 

36

​

 

653

​

 

15,090

​

 

Preferred Stock

 

(9)

​

 

—

​

 

(140)

​

 

—

​

 

20,200

​

 

—

​

 

140

​

 

20,060

Gamber-Johnson Holdings, LLC

 

LIBOR Plus 6.50% (Floor 2.00%)

 

(5)

​

 

—

​

 

(26)

​

 

1,303

​

 

19,022

​

 

1,626

​

 

810

​

 

19,838

​

 

Member Units

 

(5)

​

 

—

​

 

(170)

​

 

3,054

​

 

53,410

​

 

—

​

 

170

​

 

53,240

GRT Rubber Technologies LLC

 

LIBOR Plus 7.00%

 

(8)

​

 

—

​

 

—

​

 

988

​

 

15,016

​

 

1,759

​

 

—

​

 

16,775

​

 

Member Units

 

(8)

​

 

—

​

 

(2,020)

​

 

2,593

​

 

47,450

​

 

—

​

 

2,020

​

 

45,430

Guerdon Modular Holdings, Inc.

 

16.00% Secured Debt

 

(9)

​

 

(12,776)

​

 

12,588

​

 

—

​

 

—

​

 

12,776

​

 

12,776

​

 

—

​

 

LIBOR Plus 8.50% (Floor 1.00%)

 

(9)

​

 

(993)

​

 

1,010

​

 

—

​

 

—

​

 

993

​

 

993

​

 

—

​

 

Preferred Stock

 

(9)

​

 

(1,140)

​

 

1,140

​

 

—

​

 

—

​

 

1,140

​

 

1,140

​

 

—

​

 

Common Stock

 

(9)

​

 

(2,849)

​

 

2,983

​

 

—

​

 

—

​

 

2,849

​

 

2,849

​

 

—

​

 

Warrants

 

(9)

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

Harborside Holdings, LLC

 

Member Units

 

(8)

​

 

—

​

 

(4,640)

​

 

—

​

 

9,560

​

 

100

​

 

4,640

​

 

5,020

IDX Broker, LLC

 

11.00% Secured Debt

 

(9)

​

 

—

​

 

(42)

​

 

711

​

 

13,400

​

 

42

​

 

13,442

​

 

—

​

 

Preferred Member Units

 

(9)

​

 

9,337

​

 

(9,088)

​

 

1,193

​

 

15,040

​

 

—

​

 

15,040

​

 

—

Jensen Jewelers of Idaho, LLC

 

Prime Plus 6.75% (Floor 2.00%)

 

(9)

​

 

—

​

 

(56)

​

 

324

​

 

4,000

​

 

10

​

 

356

​

 

3,654

​

 

Member Units

 

(9)

​

 

—

​

 

(1,000)

​

 

236

​

 

8,270

​

 

—

​

 

1,000

​

 

7,270

Kickhaefer Manufacturing Company, LLC

 

9.50% Current/2.00% PIK Secured Debt

 

(5)

​

 

—

​

 

—

​

 

2,247

​

 

24,982

​

 

1,414

​

 

2,947

​

 

23,449

​

 

Member Units

 

(5)

​

 

—

​

 

(90)

​

 

—

​

 

12,240

​

 

—

​

 

90

​

 

12,150

​

 

9.00% Secured Debt

 

(5)

​

 

—

​

 

—

​

 

268

​

 

3,939

​

 

—

​

 

22

​

 

3,917

​

 

Member Units

 

(5)

​

 

—

​

 

—

​

 

68

​

 

1,160

​

 

—

​

 

—

​

 

1,160

Market Force Information, LLC

 

12.00% PIK Secured Debt

 

(9)

​

 

—

​

 

(11,612)

​

 

242

​

 

22,621

​

 

2,795

​

 

11,704

​

 

13,712

​

 

LIBOR Plus 11.00% (Floor 1.00%)

 

(9)

​

 

—

​

 

—

​

 

78

​

 

2,695

​

 

1,091

​

 

2,886

​

 

900

​

 

Member Units

 

(9)

​

 

—

​

 

(5,280)

​

 

—

​

 

5,280

​

 

—

​

 

5,280

​

 

—

MH Corbin Holding LLC

 

13.00% Secured Debt

 

(5)

​

 

—

​

 

(76)

​

 

888

​

 

8,890

​

 

24

​

 

316

​

 

8,598

​

 

Preferred Member Units

 

(5)

​

 

—

​

 

(20)

​

 

—

​

 

20

​

 

—

​

 

20

​

 

—

​

 

Preferred Member Units

 

(5)

​

 

—

​

 

(1,810)

​

 

—

​

 

4,770

​

 

—

​

 

1,810

​

 

2,960

Mid-Columbia Lumber Products, LLC

 

10.00% Secured Debt

 

(9)

​

 

—

​

 

148

​

 

44

​

 

1,602

​

 

148

​

 

1,750

​

 

—

​

 

12.00% Secured Debt

 

(9)

​

 

—

​

 

256

​

 

119

​

 

3,644

​

 

256

​

 

3,900

​

 

—

​

 

Member Units

 

(9)

​

 

(1)

​

 

(1,000)

​

 

1

​

 

—

​

 

101

​

 

101

​

 

—

​

 

9.50% Secured Debt

 

(9)

​

 

—

​

 

—

​

 

30

​

 

701

​

 

19

​

 

720

​

 

—

​

 

Member Units

 

(9)

​

 

—

​

 

(959)

​

 

20

​

 

1,640

​

 

709

​

 

959

​

 

1,390

MSC Adviser I, LLC

 

Member Units

 

(8)

​

 

—

​

 

(3,440)

​

 

1,394

​

 

74,520

​

 

—

​

 

3,440

​

 

71,080

Mystic Logistics Holdings, LLC

 

12.00% Secured Debt

 

(6)

​

 

—

​

 

—

​

 

605

​

 

6,253

​

 

988

​

 

520

​

 

6,721

​

 

Common Stock

 

(6)

​

 

—

​

 

1,760

​

 

—

​

 

8,410

​

 

1,760

​

 

—

​

 

10,170

OMi Holdings, Inc.

 

Common Stock

 

(8)

​

 

—

​

 

2,480

​

 

543

​

 

16,950

​

 

2,480

​

 

—

​

 

19,430

Pearl Meyer Topco LLC

 

12.00% Secured Debt

 

(6)

​

 

—

​

 

—

​

 

2,243

​

 

—

​

 

34,676

​

 

—

​

 

34,676

​

 

Member Units

 

(6)

​

 

—

​

 

—

​

 

269

​

 

—

​

 

13,800

​

 

800

​

 

13,000

CompanyTotal RateBase RateSpreadPIK RateType of Investment(1) (10) (11)GeographyAmount of
Realized
Gain/(Loss)		Amount of
Unrealized
Gain/(Loss)		Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)		December 31,
2021 Fair Value (13)		Gross
Additions(3)		Gross
Reductions(4)		September 30,
2022 Fair Value (13)
Member Units(9)— — — — — — — 
MH Corbin Holding LLC13.00%Secured Debt(5)— (1,220)795 5,934 9 3,234 2,709 
Preferred Member Units(5)— — — — — — — 
Preferred Member Units(5)— — — — — — — 
MSC Adviser I, LLCMember Units(8)— (27,910)5,620 140,400 — 27,910 112,490 
Mystic Logistics Holdings, LLC10.00%Secured Debt(6)— — 3 — — — — 
10.00%Secured Debt(6)— (1)460 6,378 1 633 5,746 
Common Stock(6)— 11,860 2,860 8,840 11,860 — 20,700 
OMi Topco, LLC12.00%Secured Debt(8)— (41)1,625 18,000 41 1,791 16,250 
Preferred Member Units(8)— 470 1,676 20,210 470 — 20,680 
PPL RVs, Inc.L+7.00%Secured Debt(8)— — 79 727 1,264 2,000 (9)
8.75%L+7.00%Secured Debt(8)— 239 1,155 11,655 8,000 — 19,655 
Common Stock(8)— 5,150 908 14,360 5,150 — 19,510 
Common Stock(8)— — — — 157 — 157 
Principle Environmental, LLCSecured Debt(8)— — 104 1,465 9 1,474 — 
13.00%Secured Debt(8)— — 602 5,808 18 26 5,800 
Preferred Member Units(8)— 1,070 656 11,160 1,070 — 12,230 
Common Stock(8)— 80 — 710 80 — 790 
Quality Lease Service, LLCMember Units(7)— 76 — 2,148 76 1,599 625 
Robbins Bros. Jewelry, Inc.13.63%L+11.00%Secured Debt(9)— — 24 (44)6 — (38)
13.63%L+11.00%Secured Debt(9)— — 3,465 36,000 59 450 35,609 
Preferred Equity(9)— 4,140 558 11,070 4,140 — 15,210 
Trantech Radiator Topco, LLC8.00%Secured Debt(7)— — 5 (8)3 — (5)
12.00%Secured Debt(7)— (17)785 8,720 17 417 8,320 
Common Stock(7)— (1,240)87 8,660 — 1,240 7,420 
Ziegler’s NYPD, LLC12.00%Secured Debt(8)— — 57 625 — 175 450 
6.50%Secured Debt(8)— — 49 1,000 — — 1,000 
14.00%Secured Debt(8)— (74)292 2,750 — 74 2,676 
Preferred Member Units(8)— (940)— 2,130 — 940 1,190 
Warrants(8)— — — — — — — 
Other controlled investments
2717 MH, L.P.LP Interests (2717 MH, L.P.)(8)— 1,979 — 3,971 3,171 — 7,142 
LP Interests (2717 HPP-MS, L.P.)(8)— — — — 244 — 244 
ASC Interests, LLC13.00%Secured Debt(8)— — 24 200 130 30 300 
13.00%Secured Debt(8)— — 211 1,636 12 — 1,648 
Member Units(8)— 80 — 720 80 — 800 
ATS Workholding, LLC5.00%Secured Debt(9)— (411)— 1,088 147 435 800 
5.00%Secured Debt(9)— (576)— 1,917 — 619 1,298 
Preferred Member Units(9)— — — — — — — 
Barfly Ventures, LLC7.00%Secured Debt(5)— — 38 710 1 — 711 
Member Units(5)— 1,390 — 1,930 1,390 — 3,320 
Batjer TopCo, LLCSecured Debt(8)— — 4 — 451 459 (8)

97

101

Table of Contentscontents

Schedule 12-14
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments In and Advances to Affiliates (Continued)
September 30, 2022
(dollars in thousands)
(unaudited)
CompanyTotal RateBase RateSpreadPIK RateType of Investment(1) (10) (11)GeographyAmount of
Realized
Gain/(Loss)		Amount of
Unrealized
Gain/(Loss)		Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)		December 31,
2021 Fair Value (13)		Gross
Additions(3)		Gross
Reductions(4)		September 30,
2022 Fair Value (13)
11.00%Secured Debt(8)— — — — — — — 
11.00%Secured Debt(8)— — 824 — 10,927 — 10,927 
Preferred Stock(8)— — — — 4,095 — 4,095 
Bolder Panther Group, LLCL+8.00%Secured Debt(9)— — 19 — — — — 
12.63%L+10.00%Secured Debt(9)— 266 5,780 39,000 60,194 — 99,194 
8.00%Class B Preferred Member Units(9)— 3,840 558 23,170 3,840 — 27,010 
Bridge Capital Solutions Corporation13.00%Secured Debt(6)— — 869 8,813 — — 8,813 
13.00%Secured Debt(6)— — 99 1,000 — — 1,000 
Preferred Member Units(6)— — 75 1,000 — — 1,000 
Warrants(6)— 83 — 1,712 83 — 1,795 
Warrants(6)— 117 — 2,348 117 — 2,465 
CBT Nuggets, LLCMember Units(9)— (2,370)2,471 50,620 — 2,370 48,250 
Centre Technologies Holdings, LLCL+9.00%Secured Debt(8)— — 25 — 1,440 1,440 — 
11.63%L+9.00%Secured Debt(8)— 507 1,271 8,864 6,470 387 14,947 
Preferred Member Units(8)— 2,038 90 5,840 2,320 — 8,160 
Chamberlin Holding LLC8.63%L+6.00%Secured Debt(8)— — 6 — — — — 
10.63%L+8.00%Secured Debt(8)— (51)1,314 17,817 51 402 17,466 
Member Units(8)— (1,810)1,335 24,140 — 1,810 22,330 
Member Units(8)— — 55 1,540 451 — 1,991 
Charps, LLC10.00%Unsecured Debt(5)— (36)461 5,694 36 36 5,694 
Preferred Member Units(5)— (780)425 13,990 — 780 13,210 
Colonial Electric Company LLCSecured Debt(6)— — 46 — 1,600 1,600 — 
12.00%Secured Debt(6)— — 2,224 24,351 45 945 23,451 
Preferred Member Units(6)— 80 1,287 9,130 80 — 9,210 
Copper Trail Energy Fund I, LP - CTMHLP Interests (CTMH, LP)(9)— — — 710 — — 710 
Digital Products Holdings LLC12.63%L+10.00%Secured Debt(5)— — 1,436 16,801 33 990 15,844 
Preferred Member Units(5)— — 150 9,835 — — 9,835 
Flame King Holdings, LLC9.25%L+6.50%Secured Debt(9)— 64 464 6,324 1,276 — 7,600 
13.75%L+11.00%Secured Debt(9)— 173 2,035 20,996 204 — 21,200 
Preferred Equity(9)— 3,440 909 10,400 3,440 — 13,840 
Garreco, LLC9.50%L+8.00%Secured Debt(8)— — 290 4,196 — 370 3,826 
Member Units(8)— (280)321 2,270 — 280 1,990 
Gulf Manufacturing, LLCMember Units(8)— 170 1,365 5,640 170 — 5,810 
Gulf Publishing Holdings, LLCL+9.50%Secured Debt(8)— — 7 257 — 257 — 
Secured Debt(8)(5,822)3,848 503 9,717 — 9,717 — 
12.50%Secured Debt(8)— (116)— — 2,400 116 2,284 
Member Units(8)— — — — — — — 
Member Units(8)— (1,680)— — 5,600 1,680 3,920 
Harrison Hydra-Gen, Ltd.Common Stock(8)— (250)— 3,530 — 250 3,280 
Johnson Downie Opco, LLC14.13%L+11.50%Secured Debt(8)— — 10 (18)3 — (15)
14.13%L+11.50%Secured Debt(8)— 84 1,109 11,362 114 1,477 9,999 
Preferred Equity(8)— 2,730 808 3,150 2,730 — 5,880 
JorVet Holdings, LLC12.00%Secured Debt(9)— — 1,881 — 25,419 — 25,419 
102

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest,

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fees or

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of

​

Amount of

​

Dividends

​

December 31, 

​

​

​

​

​

​

​

September 30, 

​

​

​

​

​

​

Realized

​

Unrealized

​

Credited to

​

2019

​

Gross

​

Gross

​

2020

Company

    

Investment(1)(10)(11)

    

Geography

    

Gain/(Loss)

    

Gain/(Loss)

    

Income(2)

    

Fair Value

    

Additions(3)

    

Reductions(4)

    

Fair Value

PPL RVs, Inc.

 

LIBOR Plus 8.75% PIK (Floor 0.50%)

 

(8)

 

​

—

 

​

—

 

​

964

 

​

12,118

 

​

149

 

​

500

 

​

11,767

​

 

Common Stock

 

(8)

 

​

—

 

​

1,210

 

​

—

 

​

9,930

 

​

1,210

 

​

—

 

​

11,140

Principle Environmental, LLC
(d/b/a TruHorizon
Environmental Solutions)

 

13.00% Secured Debt

 

(8)

 

​

—

 

​

50

 

​

658

 

​

6,397

 

​

—

 

​

—

 

​

6,397

​

 

Preferred Member Units

 

(8)

 

​

—

 

​

(2,160)

 

​

—

 

​

13,390

 

​

—

 

​

2,160

 

​

11,230

​

 

Warrants

 

(8)

 

​

—

 

​

(160)

 

​

—

 

​

1,090

 

​

—

 

​

160

 

​

930

Quality Lease Service, LLC

 

Member Units

 

(7)

 

​

—

 

​

(4,880)

 

​

—

 

​

9,289

 

​

301

 

​

4,880

 

​

4,710

Trantech Radiator Topco, LLC

 

12.00% Secured Debt

 

(7)

 

​

—

 

​

69

 

​

832

 

​

9,102

 

​

86

 

​

480

 

​

8,708

​

 

Common Stock

 

(7)

 

​

—

 

​

3,115

 

​

87

 

​

4,655

 

​

3,115

 

​

1

 

​

7,769

Vision Interests, Inc.

 

13.00% Secured Debt

 

(9)

 

​

—

 

​

—

 

​

201

 

​

2,028

 

​

—

 

​

—

 

​

2,028

​

 

Series A Preferred Stock

 

(9)

 

​

—

 

​

(630)

 

​

—

 

​

4,089

 

​

—

 

​

630

 

​

3,459

​

 

Common Stock

 

(9)

 

​

(3,586)

 

​

3,296

 

​

—

 

​

409

 

​

3,296

 

​

3,705

 

​

—

Ziegler’s NYPD, LLC

 

6.50% Secured Debt

 

(8)

 

​

—

 

​

(21)

 

​

49

 

​

1,000

 

​

—

 

​

21

 

​

979

​

 

12.00% Secured Debt

 

(8)

 

​

—

 

​

—

 

​

57

 

​

625

 

​

—

 

​

—

 

​

625

​

 

14.00% Secured Debt

 

(8)

 

​

—

 

​

(35)

 

​

293

 

​

2,750

 

​

—

 

​

35

 

​

2,715

​

 

Warrants

 

(8)

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

​

 

Preferred Member Units

 

(8)

 

​

—

 

​

(130)

 

​

—

 

​

1,269

 

​

—

 

​

130

 

​

1,139

Other controlled investments

 

​

 

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

Access Media Holdings, LLC

 

10.00% PIK Secured Debt

 

(5)

 

​

—

 

​

(2,449)

 

​

38

 

​

6,387

 

​

—

 

​

2,449

 

​

3,938

​

 

Preferred Member Units

 

(5)

 

​

—

 

​

—

 

​

—

 

​

(284)

 

​

—

 

​

—

 

​

(284)

​

 

Member Units

 

(5)

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

Analytical Systems Keco, LLC

 

LIBOR Plus 10.00% (Floor 2.00%)

 

(8)

 

​

—

 

​

—

 

​

546

 

​

5,210

 

​

55

 

​

340

 

​

4,925

​

 

Preferred Member Units

 

(8)

 

​

—

 

​

—

 

​

—

 

​

3,200

 

​

—

 

​

—

 

​

3,200

​

 

Warrants

 

(8)

 

​

—

 

​

34

 

​

—

 

​

316

 

​

34

 

​

—

 

​

350

ASC Interests, LLC

 

13.00% Secured Debt

 

(8)

 

​

—

 

​

—

 

​

176

 

​

1,639

 

​

—

 

​

28

 

​

1,611

​

 

Member Units

 

(8)

 

​

—

 

​

(240)

 

​

—

 

​

1,290

 

​

—

 

​

240

 

​

1,050

ATS Workholding, LLC

 

5.00% Secured Debt

 

(9)

 

​

—

 

​

(1,230)

 

​

282

 

​

4,521

 

​

136

 

​

1,250

 

​

3,407

​

 

Preferred Member Units

 

(9)

 

​

—

 

​

(939)

 

​

—

 

​

939

 

​

—

 

​

939

 

​

—

Bond-Coat, Inc.

 

15.00% Secured Debt

 

(8)

 

​

—

 

​

—

 

​

1,399

 

​

11,473

 

​

123

 

​

11,596

 

​

—

​

 

Common Stock

 

(8)

 

​

—

 

​

(4,990)

 

​

—

 

​

8,300

 

​

—

 

​

4,990

 

​

3,310

Brewer Crane Holdings, LLC

 

LIBOR Plus 10.00% (Floor 1.00%)

 

(9)

 

​

—

 

​

—

 

​

767

 

​

8,989

 

​

15

 

​

372

 

​

8,632

​

 

Preferred Member Units

 

(9)

 

​

—

 

​

1,330

 

​

90

 

​

4,280

 

​

1,330

 

​

—

 

​

5,610

Bridge Capital Solutions Corporation

 

13.00% Secured Debt

 

(6)

 

​

—

 

​

—

 

​

1,316

 

​

7,797

 

​

443

 

​

—

 

​

8,240

​

 

Warrants

 

(6)

 

​

—

 

​

(500)

 

​

—

 

​

3,500

 

​

—

 

​

500

 

​

3,000

​

 

13.00% Secured Debt

 

(6)

 

​

—

 

​

—

 

​

101

 

​

996

 

​

2

 

​

—

 

​

998

​

 

Preferred Member Units

 

(6)

 

​

—

 

​

—

 

​

75

 

​

1,000

 

​

—

 

​

—

 

​

1,000

CBT Nuggets, LLC

 

Member Units

 

(9)

 

​

—

 

​

(5,120)

 

​

954

 

​

50,850

 

​

—

 

​

5,120

 

​

45,730

Centre Technologies Holdings, LLC

 

LIBOR Plus 10.00% (Floor 2.00%)

 

(8)

 

​

—

 

​

—

 

​

1,114

 

​

12,136

 

​

19

 

​

459

 

​

11,696

​

 

Preferred Member Units

 

(8)

 

​

—

 

​

220

 

​

90

 

​

5,840

 

​

220

 

​

—

 

​

6,060

Chamberlin Holding LLC

 

LIBOR Plus 10.00% (Floor 1.00%)

 

(8)

 

​

—

 

​

(35)

 

​

1,551

 

​

17,773

 

​

35

 

​

1,835

 

​

15,973

​

 

Member Units

 

(8)

 

​

—

 

​

3,960

 

​

2,915

 

​

24,040

 

​

3,960

 

​

—

 

​

28,000

​

 

Member Units

 

(8)

 

​

—

 

​

(530)

 

​

51

 

​

1,450

 

​

—

 

​

530

 

​

920

Charps, LLC

 

15.00% Secured Debt

 

(5)

 

​

—

 

​

—

 

​

223

 

​

2,000

 

​

—

 

​

154

 

​

1,846

​

 

8.67% Current / 1.33% PIK

 

(5)

 

​

—

 

​

596

 

​

186

 

​

—

 

​

8,507

 

​

—

 

​

8,507

​

 

Preferred Member Units

 

(5)

 

​

—

 

​

2,480

 

​

455

 

​

6,920

 

​

2,480

 

​

—

 

​

9,400

Copper Trail Fund Investments

 

LP Interests (CTMH, LP)

 

(9)

 

​

—

 

​

—

 

​

—

 

​

872

 

​

—

 

​

125

 

​

747

Datacom, LLC

 

8.00% Secured Debt

 

(8)

 

​

—

 

​

—

 

​

—

 

​

1,615

 

​

—

 

​

—

 

​

1,615

​

 

10.50% PIK Secured Debt

 

(8)

 

​

—

 

​

—

 

​

—

 

​

10,142

 

​

—

 

​

—

 

​

10,142

​

 

Class A Preferred Member Units

 

(8)

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

​

 

Class B Preferred Member Units

 

(8)

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

Digital Products Holdings LLC

 

LIBOR Plus 10.00% (Floor 1.00%)

 

(5)

 

​

—

 

​

643

 

​

1,655

 

​

18,452

 

​

678

 

​

1,117

 

​

18,013

​

 

Preferred Member Units

 

(5)

 

​

—

 

​

1,734

 

​

150

 

​

5,174

 

​

1,734

 

​

—

 

​

6,908

Garreco, LLC

 

LIBOR Plus 8.00% (Floor 1.00%, Ceiling 1.50%)

 

(8)

 

​

—

 

​

—

 

​

324

 

���

4,515

 

​

4

 

​

—

 

​

4,519

​

 

Member Units

 

(8)

 

​

—

 

​

(860)

 

​

—

 

​

2,560

 

​

—

 

​

860

 

​

1,700

Gulf Manufacturing, LLC

 

Member Units

 

(8)

 

​

—

 

​

(3,030)

 

​

135

 

​

7,430

 

​

—

 

​

3,030

 

​

4,400

Gulf Publishing Holdings, LLC

 

LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 5.25% / 5.25% PIK

 

(8)

 

​

—

 

​

—

 

​

21

 

​

280

 

​

10

 

​

43

 

​

247

​

 

6.25% Current / 6.25% PIK

 

(8)

 

​

—

 

​

(1,091)

 

​

1,226

 

​

12,493

 

​

630

 

​

1,295

 

​

11,828

​

 

Member Units

 

(8)

 

​

—

 

​

(2,420)

 

​

—

 

​

2,420

 

​

—

 

​

2,420

 

​

—

Harris Preston Fund Investments

 

LP Interests (2717 MH, L.P.)

 

(8)

 

​

—

 

​

120

 

​

—

 

​

3,157

 

​

172

 

​

52

 

​

3,277

Harrison Hydra-Gen, Ltd.

 

Common Stock

 

(8)

 

​

—

 

​

(2,330)

 

​

104

 

​

7,970

 

​

—

 

​

2,330

 

​

5,640

J&J Services, Inc.

 

11.50% Secured Debt

 

(7)

 

​

—

 

​

122

 

​

1,508

 

​

17,430

 

​

170

 

​

3,200

 

​

14,400

​

 

Preferred Stock

 

(7)

 

​

—

 

​

4,835

 

​

—

 

​

7,160

 

​

4,835

 

​

75

 

​

11,920

KBK Industries, LLC

 

Member Units

 

(5)

 

​

—

 

​

(2,330)

 

​

446

 

​

15,470

 

​

—

 

​

2,330

 

​

13,140

NAPCO Precast, LLC

 

Member Units

 

(8)

 

​

—

 

​

(2,280)

 

​

425

 

​

14,760

 

​

—

 

​

2,280

 

​

12,480

NexRev LLC

 

11.00% PIK Secured Debt

 

(8)

 

​

—

 

​

(596)

 

​

1,483

 

​

17,469

 

​

191

 

​

1,032

 

​

16,628

​

 

Preferred Member Units

 

(8)

 

​

—

 

​

(5,360)

 

​

(55)

 

​

6,310

 

​

—

 

​

5,360

 

​

950

98

Table of Contentscontents

Schedule 12-14
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments In and Advances to Affiliates (Continued)
September 30, 2022
(dollars in thousands)
(unaudited)
CompanyTotal RateBase RateSpreadPIK RateType of Investment(1) (10) (11)GeographyAmount of
Realized
Gain/(Loss)		Amount of
Unrealized
Gain/(Loss)		Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)		December 31,
2021 Fair Value (13)		Gross
Additions(3)		Gross
Reductions(4)		September 30,
2022 Fair Value (13)
Common Stock(9)— — 468 — 10,741 — 10,741 
KBK Industries, LLCMember Units(5)— 770 1,007 13,620 770 — 14,390 
MS Private Loan FundLP Interests(8)— 20 437 2,581 11,770 — 14,351 
MSC Income Fund, Inc.Common Equity(8)— 11 15 — 761 — 761 
NAPCO Precast, LLCMember Units(8)— (2,380)4 13,560 — 2,380 11,180 
Nebraska Vet AcquireCo, LLC (NVS)8.71%L+7.00%Secured Debt(5)— — 7 — — — — 
12.00%Secured Debt(5)— 121 1,146 4,829 13,452 — 18,281 
12.00%Secured Debt(5)— 71 972 10,412 88 — 10,500 
Preferred Member Units(5)— — — 7,700 — — 7,700 
NexRev LLC11.00%Secured Debt(8)— — 26 800 — 640 160 
11.00%Secured Debt(8)— (928)1,560 13,245 — 4,192 9,053 
Preferred Member Units(8)— (2,913)60 2,690 1,333 2,913 1,110 
NRP Jones, LLC12.00%Secured Debt(5)— — 189 2,080 — — 2,080 
Member Units(5)— (1,585)449 6,200 — 1,585 4,615 
Member Units(5)— (65)13 240 — 65 175 
NuStep, LLC9.13%L+6.50%Secured Debt(5)— — 208 1,720 2,679 — 4,399 
12.00%Secured Debt(5)— (4)1,612 17,240 1,175 4 18,411 
Preferred Member Units(5)— (3,300)— 13,500 — 3,300 10,200 
Orttech Holdings, LLCL+11.00%Secured Debt(5)— — 16 175 — 175 — 
13.63%L+11.00%Secured Debt(5)— — 2,305 23,976 41 600 23,417 
Preferred Stock(5)— — 579 10,000 — — 10,000 
Pearl Meyer Topco LLCSecured Debt(6)— — 24 — 1,500 1,500 — 
12.00%Secured Debt(6)— — — — — — — 
12.00%Secured Debt(6)— (76)2,819 32,674 76 4,069 28,681 
Member Units(6)— 14,850 5,754 26,970 14,850 — 41,820 
River Aggregates, LLCMember Units(8)— 180 — 3,280 180 — 3,460 
Tedder Industries, LLC12.00%Secured Debt(9)— — 158 1,040 800 — 1,840 
12.00%Secured Debt(9)— (71)1,431 15,141 47 71 15,117 
Preferred Member Units(9)— (1,933)— 8,579 488 1,930 7,137 
Televerde, LLCMember Units(8)— (2,076)— 7,280 — 2,076 5,204 
Preferred Stock(8)— 1,076 — — 1,794 — 1,794 
Vision Interests, Inc.Series A Preferred Stock(9)— — 144 3,000 — — 3,000 
VVS Holdco LLC8.63%L+6.00%Secured Debt(5)— — 45 1,169 805 1,201 773 
11.50%Secured Debt(5)— — 2,697 30,100 46 — 30,146 
Preferred Equity(5)— 240 300 11,840 238 — 12,078 
— — — — — — — 
— — — — — — — 
Other— — — — — — — 
Amounts related to investments transferred from other 1940 Act classification during the period— — 985 41,748 — — — 
Total Control investments$(5,822)$20,618 $110,751 $1,489,257 $280,134 $128,214 $1,599,429 
Affiliate Investments
AAC Holdings, Inc.18.00%18.00%Secured Debt(7)$— $143 $1,492 $9,794 $1,182 $— $10,976 
Common Stock(7)— (2,004)— 2,079 — 2,004 75 
103

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest,

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fees or

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of

​

Amount of

​

Dividends

​

December 31, 

​

​

​

​

​

​

​

September 30, 

​

​

​

​

​

​

Realized

​

Unrealized

​

Credited to

​

2019

​

Gross

​

Gross

​

2020

Company

    

Investment(1)(10)(11)

    

Geography

    

Gain/(Loss)

    

Gain/(Loss)

    

Income(2)

    

Fair Value

    

Additions(3)

    

Reductions(4)

    

Fair Value

NRI Clinical Research, LLC

 

10.50% Secured Debt

 

(9)

 

​

—

 

​

(35)

 

​

598

 

​

5,981

 

​

1,554

 

​

1,415

 

​

6,120

​

 

Warrants

 

(9)

 

​

—

 

​

160

 

​

—

 

​

1,230

 

​

160

 

​

—

 

​

1,390

​

 

Member Units

 

(9)

 

​

—

 

​

333

 

​

377

 

​

4,988

 

​

710

 

​

377

 

​

5,321

NRP Jones, LLC

 

12.00% Secured Debt

 

(5)

 

​

—

 

​

—

 

​

582

 

​

6,376

 

​

—

 

​

—

 

​

6,376

​

 

Member Units

 

(5)

 

​

—

 

​

(1,400)

 

​

25

 

​

4,710

 

​

—

 

​

1,400

 

​

3,310

NuStep, LLC

 

12.00% Secured Debt

 

(5)

 

​

—

 

​

—

 

​

1,832

 

​

19,703

 

​

32

 

​

160

 

​

19,575

​

 

Preferred Member Units

 

(5)

 

​

—

 

​

—

 

​

—

 

​

10,200

 

​

—

 

​

—

 

​

10,200

Pegasus Research Group, LLC

 

Member Units

 

(8)

 

​

—

 

​

1,530

 

​

491

 

​

8,170

 

​

1,530

 

​

—

 

​

9,700

River Aggregates, LLC

 

Zero Coupon Secured Debt

 

(8)

 

​

—

 

​

28

 

​

—

 

​

722

 

​

28

 

​

750

 

​

—

​

 

Member Units

 

(8)

 

​

4,015

 

​

(3,840)

 

​

187

 

​

4,990

 

​

—

 

​

4,990

 

​

—

​

 

Member Units

 

(8)

 

​

—

 

​

221

 

​

—

 

​

3,169

 

​

221

 

​

—

 

​

3,390

Tedder Industries, LLC

 

12.00% Secured Debt

 

(9)

 

​

—

 

​

—

 

​

1,582

 

​

16,912

 

​

22

 

​

—

 

​

16,934

​

 

Preferred Member Units

 

(9)

 

​

—

 

​

—

 

​

—

 

​

8,136

 

​

—

 

​

—

 

​

8,136

UnionRock Energy Fund II, LP

 

LP Interests

 

(9)

 

​

—

 

​

—

 

​

—

 

​

—

 

​

2,894

 

​

—

 

​

2,894

Other

 

​

 

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

Amounts related to investments transferred to or from other 1940 Act classification during the period

 

​

 

​

 

​

(7,832)

 

​

4,252

 

​

3

 

​

4,564

 

​

—

 

​

—

 

​

—

Total Control investments

 

​

 

​

 

$

(15,825)

 

$

(35,096)

 

$

57,357

 

$

1,032,721

 

$

174,015

 

$

181,459

 

$

1,020,713

Affiliate Investments

 

​

 

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

AFG Capital Group, LLC

 

10.00% Secured Debt

 

(8)

 

$

—

 

$

—

 

$

53

 

$

838

 

$

—

 

$

260

 

$

578

​

 

Preferred Member Units

 

(8)

 

​

—

 

​

180

 

​

—

 

​

5,180

 

​

180

 

​

—

 

​

5,360

American Trailer Rental Group LLC

 

LIBOR Plus 7.25% (Floor 1.00%)

 

(5)

 

​

—

 

​

(182)

 

​

1,119

 

​

27,087

 

​

182

 

​

27,269

 

​

—

​

 

Member Units

 

(5)

 

​

—

 

​

1,269

 

​

—

 

​

8,540

 

​

5,010

 

​

—

 

​

13,550

BBB Tank Services, LLC

 

LIBOR Plus 11.00% (Floor 1.00%)

 

(8)

 

​

—

 

​

(51)

 

​

501

 

​

4,698

 

​

55

 

​

51

 

​

4,702

​

 

Preferred Member Units

 

(8)

 

​

—

 

​

—

 

​

15

 

​

131

 

​

15

 

​

—

 

​

146

​

 

Member Units

 

(8)

 

​

—

 

​

(80)

 

​

—

 

​

290

 

​

—

 

​

80

 

​

210

Boccella Precast Products LLC

 

LIBOR Plus 10.00% (Floor 1.00%)

 

(6)

 

​

—

 

​

(138)

 

​

982

 

​

13,244

 

​

138

 

​

13,382

 

​

—

​

 

Member Units

 

(6)

 

​

—

 

​

(670)

 

​

424

 

​

6,270

 

​

—

 

​

670

 

​

5,600

Buca C, LLC

 

LIBOR Plus 9.25% (Floor 1.00%)

 

(7)

 

​

—

 

​

(1,326)

 

​

1,534

 

​

18,794

 

​

23

 

​

1,326

 

​

17,491

​

 

Preferred Member Units

 

(7)

 

​

—

 

​

(4,005)

 

​

69

 

​

4,701

 

​

69

 

​

4,005

 

​

765

CAI Software LLC

 

12.50% Secured Debt

 

(6)

 

​

—

 

​

84

 

​

1,897

 

​

9,160

 

​

19,500

 

​

2,053

 

​

26,607

​

 

Member Units

 

(6)

 

​

—

 

​

369

 

​

10

 

​

5,210

 

​

720

 

​

—

 

​

5,930

Chandler Signs Holdings, LLC

 

Class A Units

 

(8)

 

​

—

 

​

(690)

 

​

(91)

 

​

2,740

 

​

—

 

​

690

 

​

2,050

Charlotte Russe, Inc

 

Common Stock

 

(9)

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

Classic H&G Holdings, LLC

 

12.00% Secured Debt

 

(6)

 

​

—

 

​

227

 

​

2,338

 

​

—

 

​

26,000

 

​

1,200

 

​

24,800

​

 

Preferred Member Units

 

(6)

 

​

—

 

​

2,790

 

​

259

 

​

—

 

​

8,550

 

​

—

 

​

8,550

Congruent Credit Opportunities Funds

 

LP Interests (Fund II)

 

(8)

 

​

—

 

​

—

 

​

—

 

​

855

 

​

—

 

​

—

 

​

855

​

 

LP Interests (Fund III)

 

(8)

 

​

—

 

​

(399)

 

​

576

 

​

13,915

 

​

—

 

​

1,819

 

​

12,096

Copper Trail Fund Investments

 

LP Interests (Copper Trail Energy Fund I, LP)

 

(9)

 

​

—

 

​

(672)

 

​

597

 

​

2,362

 

​

—

 

​

508

 

​

1,854

Dos Rios Partners

 

LP Interests (Dos Rios Partners, LP)

 

(8)

 

​

—

 

​

(759)

 

​

—

 

​

7,033

 

​

759

 

​

759

 

​

7,033

​

 

LP Interests (Dos Rios Partners - A, LP)

 

(8)

 

​

—

 

​

(241)

 

​

—

 

​

2,233

 

​

241

 

​

241

 

​

2,233

East Teak Fine Hardwoods, Inc.

 

Common Stock

 

(7)

 

​

—

 

​

(100)

 

​

4

 

​

400

 

​

—

 

​

100

 

​

300

EIG Fund Investments

 

LP Interests (EIG Global Private Debt fund-A, L.P.)

 

(8)

 

​

6

 

​

(165)

 

​

104

 

​

720

 

​

110

 

​

304

 

​

526

Freeport Financial Funds

 

LP Interests (Freeport Financial SBIC Fund LP)

 

(5)

 

​

—

 

​

(697)

 

​

—

 

​

5,778

 

​

—

 

​

697

 

​

5,081

​

 

LP Interests (Freeport First Lien Loan Fund III LP)

 

(5)

 

​

—

 

​

(204)

 

​

631

 

​

9,696

 

​

989

 

​

364

 

​

10,321

Harris Preston Fund Investments

 

LP Interests (HPEP 3, L.P.)

 

(8)

 

​

—

 

​

—

 

​

—

 

​

2,474

 

​

597

 

​

—

 

​

3,071

Hawk Ridge Systems, LLC

 

LIBOR Plus 6.00% (Floor 1.00%)

 

(9)

 

​

—

 

​

—

 

​

41

 

​

600

 

​

384

 

​

—

 

​

984

​

 

11.00% Secured Debt

 

(9)

 

​

—

 

​

(23)

 

​

1,230

 

​

13,400

 

​

3,023

 

​

23

 

​

16,400

​

 

Preferred Member Units

 

(9)

 

​

—

 

​

130

 

​

69

 

​

7,900

 

​

130

 

​

—

 

​

8,030

​

 

Preferred Member Units

 

(9)

 

​

—

 

​

—

 

​

—

 

​

420

 

​

—

 

​

—

 

​

420

Houston Plating and Coatings, LLC

 

8.00% Unsecured Convertible Debt

 

(8)

 

​

—

 

​

(1,260)

 

​

183

 

​

4,260

 

​

—

 

​

1,260

 

​

3,000

​

 

Member Units

 

(8)

 

​

—

 

​

(4,270)

 

​

163

 

​

10,330

 

​

—

 

​

4,270

 

​

6,060

I-45 SLF LLC

 

Member Units

 

(8)

 

​

—

 

​

(2,215)

 

​

1,803

 

​

14,407

 

​

3,200

 

​

2,215

 

​

15,392

L.F. Manufacturing Holdings, LLC

 

Preferred Member Units

 

(8)

 

​

—

 

​

—

 

​

9

 

​

81

 

​

9

 

​

—

 

​

90

​

 

Member Units

 

(8)

 

​

—

 

​

—

 

​

—

 

​

2,050

 

​

—

 

​

—

 

​

2,050

OnAsset Intelligence, Inc.

 

12.00% PIK Secured Debt

 

(8)

 

​

—

 

​

—

 

​

609

 

​

6,474

 

​

710

 

​

100

 

​

7,084

​

 

10.00% PIK Secured Debt

 

(8)

 

​

—

 

​

—

 

​

4

 

​

58

 

​

6

 

​

1

 

​

63

​

 

Preferred Stock

 

(8)

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

​

 

Warrants

 

(8)

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

PCI Holding Company, Inc.

 

12.00% Current Secured Debt

 

(9)

 

​

—

 

​

—

 

​

1,037

 

​

11,356

 

​

—

 

​

—

 

​

11,356

​

 

Preferred Stock

 

(9)

 

​

—

 

​

1,750

 

​

—

 

​

2,680

 

​

1,750

 

​

—

 

​

4,430

99

Table of Contentscontents

Schedule 12-14
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments In and Advances to Affiliates (Continued)
September 30, 2022
(dollars in thousands)
(unaudited)
CompanyTotal RateBase RateSpreadPIK RateType of Investment(1) (10) (11)GeographyAmount of
Realized
Gain/(Loss)		Amount of
Unrealized
Gain/(Loss)		Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)		December 31,
2021 Fair Value (13)		Gross
Additions(3)		Gross
Reductions(4)		September 30,
2022 Fair Value (13)
Warrants(7)— (1,865)— 1,940 — 1,865 75 
AFG Capital Group, LLCPreferred Member Units(8)— — 2 144 — 144 — 
Preferred Member Units(8)— 1,040 200 7,740 1,040 — 8,780 
ATX Networks Corp.11.14%L+7.50%Secured Debt(6)— 403 562 7,092 631 1,016 6,707 
10.00%10.00%Unsecured Debt(6)— 260 242 1,963 502 — 2,465 
Common Stock(6)— — — — — — — 
BBB Tank Services, LLC13.56%L+11.00%Unsecured Debt(8)— — 75 800 — — 800 
13.56%L+11.00%Unsecured Debt(8)— (209)377 1,707 — 209 1,498 
Member Units(8)— — — — — — — 
15.00%15.00%Preferred Stock (non-voting)(8)— — — — — — — 
Boccella Precast Products LLC10.00%Secured Debt(6)— — 24 320 — — 320 
Member Units(6)— (1,510)73 4,830 — 1,510 3,320 
Buca C, LLC9.00%Secured Debt(7)— 1,604 1,488 14,370 1,602 1,966 14,006 
6.00%6.00%Preferred Member Units(7)— — — — — — — 
Career Team Holdings, LLC8.63%L+6.00%Secured Debt(6)— — 5 — — — — 
12.50%Secured Debt(6)— — 1,950 20,050 30 — 20,080 
Common Stock(6)— — — 4,500 — — 4,500 
Chandler Signs Holdings, LLCClass A Units(8)— 510 — 460 510 — 970 
Classic H&G Holdings, LLC8.38%L+6.00%Secured Debt(6)— — 455 4,000 11,720 7,960 7,760 
8.00%Secured Debt(6)— (32)1,201 19,274 32 32 19,274 
Preferred Member Units(6)— 8,530 1,294 15,260 8,530 — 23,790 
Congruent Credit Opportunities FundsLP Interests (Congruent Credit Opportunities Fund
  III, LP)		(8)— (63)427 9,959 — 2,105 7,854 
DMA Industries, LLC12.00%Secured Debt(7)— 175 1,961 20,993 207 — 21,200 
Preferred Equity(7)— 1,316 — 5,944 1,316 — 7,260 
Dos Rios PartnersLP Interests (Dos Rios Partners - A, LP)(8)— (1,147)— 10,329 — 1,147 9,182 
LP Interests (Dos Rios Partners, LP)(8)— (364)— 3,280 — 364 2,916 
Dos Rios Stone Products LLCClass A Preferred Units(8)— (290)— 640 — 290 350 
EIG Fund InvestmentsLP Interests (EIG Global Private Debt Fund-A, L.P.)(8)11 — 46 547 1,093 170 1,470 
Freeport Financial SBIC Fund LPLP Interests (Freeport Financial SBIC Fund LP)(5)— (52)2 6,078 — 1,962 4,116 
LP Interests (Freeport First Lien Loan Fund III LP)(5)— (57)309 7,231 — 1,056 6,175 
GFG Group, LLC.9.00%Secured Debt(5)— (25)969 12,545 25 825 11,745 
Preferred Member Units(5)— 150 417 6,990 150 — 7,140 
Hawk Ridge Systems, LLC8.38%L+6.00%Secured Debt(9)— — 150 2,585 597 — 3,182 
8.00%Secured Debt(9)— (4)2,145 34,800 3,004 4 37,800 
Preferred Member Units(9)— 4,400 803 14,680 4,400 — 19,080 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest,

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fees or

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of

​

Amount of

​

Dividends

​

December 31, 

​

​

​

​

​

​

​

September 30, 

​

​

​

​

​

​

Realized

​

Unrealized

​

Credited to

​

2019

​

Gross

​

Gross

​

2020

Company

    

Investment(1)(10)(11)

    

Geography

    

Gain/(Loss)

    

Gain/(Loss)

    

Income(2)

    

Fair Value

    

Additions(3)

    

Reductions(4)

    

Fair Value

​

 

Preferred Stock

 

(9)

 

​

—

 

​

—

 

​

—

 

​

4,350

 

​

—

 

​

—

 

​

4,350

Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)

 

12.00% Secured Debt

 

(8)

 

​

(413)

 

​

—

 

​

—

 

​

—

 

​

413

 

​

413

 

​

—

​

 

Preferred Member Units

 

(8)

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

Salado Stone Holdings, LLC

 

Class A Preferred Units

 

(8)

 

​

—

 

​

200

 

​

—

 

​

570

 

​

200

 

​

—

 

​

770

SI East, LLC

 

9.50% Current, Secured Debt

 

(7)

 

​

—

 

​

(55)

 

​

2,459

 

​

32,963

 

​

54

 

​

55

 

​

32,962

​

 

Preferred Member Units

 

(7)

 

​

—

 

​

1,520

 

​

1,292

 

​

8,200

 

​

1,520

 

​

—

 

​

9,720

Slick Innovations, LLC

 

14.00% Current, Secured Debt

 

(6)

 

​

—

 

​

131

 

​

701

 

​

6,197

 

​

163

 

​

280

 

​

6,080

​

 

Warrants

 

(6)

 

​

—

 

​

40

 

​

—

 

​

290

 

​

40

 

​

—

 

​

330

​

 

Common Stock

 

(6)

 

​

—

 

​

170

 

​

—

 

​

1,080

 

​

170

 

​

—

 

​

1,250

Superior Rigging & Erecting Co.

 

12.00% Current, Secured Debt

 

(7)

 

​

—

 

​

—

 

​

443

 

​

—

 

​

21,290

 

​

—

 

​

21,290

​

 

Preferred Member Units

 

(7)

 

​

—

 

​

—

 

​

—

 

​

—

 

​

4,500

 

​

—

 

​

4,500

UniTek Global Services, Inc.

 

LIBOR Plus 6.50% (Floor 1.00%)

 

(6)

 

​

—

 

​

(283)

 

​

178

 

​

2,962

 

​

15

 

​

306

 

​

2,671

​

 

Preferred Stock

 

(6)

 

​

—

 

​

(2,684)

 

​

—

 

​

2,684

 

​

—

 

​

2,684

 

​

—

​

 

Preferred Stock

 

(6)

 

​

—

 

​

(771)

 

​

212

 

​

2,282

 

​

212

 

​

771

 

​

1,723

​

 

Preferred Stock

 

(6)

 

​

—

 

​

382

 

​

185

 

​

1,889

 

​

945

 

​

1

 

​

2,833

​

 

Preferred Stock

 

(6)

 

​

—

 

​

(3,667)

 

​

—

 

​

3,667

 

​

—

 

​

3,667

 

​

—

​

 

Common Stock

 

(6)

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

Universal Wellhead Services Holdings, LLC

 

Preferred Member Units

 

(8)

 

​

—

 

​

(800)

 

​

—

 

​

800

 

​

—

 

​

800

 

​

—

​

 

Member Units

 

(8)

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

—

Volusion, LLC

 

11.50% Secured Debt

 

(8)

 

​

—

 

​

(181)

 

​

1,843

 

​

19,352

 

​

72

 

​

181

 

​

19,243

​

 

8.00% Unsecured Convertible Debt

 

(8)

 

​

—

 

​

—

 

​

25

 

​

291

 

​

—

 

​

1

 

​

290

​

 

Preferred Member Units

 

(8)

 

​

—

 

​

(9,050)

 

​

—

 

​

14,000

 

​

—

 

​

9,050

 

​

4,950

​

 

Warrants

 

(8)

 

​

—

 

​

(150)

 

​

—

 

​

150

 

​

—

 

​

150

 

​

—

Other

 

​

 

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

Amounts related to investments transferred to or from other
1940 Act classification during the period

 

​

 

​

 

​

—

 

​

(337)

 

​

118

 

​

2,195

 

​

—

 

​

—

 

​

—

Total Affiliate investments

 

​

 

​

 

$

(407)

 

$

(26,883)

 

$

23,626

 

$

330,287

 

$

101,944

 

$

82,006

 

$

348,030

104

​

(1)The principal amount, the ownership detail for equity investments and if the investment is income producing is included in the consolidated schedule of investments.
(2)Represents the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the category other than the one shown at period end is included in “Amounts from investments transferred from other 1940 Act classifications during the period.”
(3)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as well as the movement of an existing portfolio company into this category and out of a different category.
(4)Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.
(5)Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of September 30, 2020 for control investments located in this region was $247,265. This represented 17.4% of net assets as of September 30, 2020. The fair value as of September 30, 2020 for affiliate investments located in this region was $28,952. This represented 2.0% of net assets as of September 30, 2020.

100

Table of Contentscontents

Schedule 12-14
(6)Portfolio company located in the Northeast region as determined by location of the corporate headquarters. The fair value as of September 30, 2020 for control investments located in this region was $77,805. This represented 5.5% of net assets as of September 30, 2020. The fair value as of September 30, 2020 for affiliate investments located in this region was $86,374. This represented 6.1% of net assets as of September 30, 2020.
(7)Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of September 30, 2020 for control investments located in this region was $47,507. This represented 3.3% of net assets as of September 30, 2020. The fair value as of September 30, 2020 for affiliate investments located in this region was $87,028. This represented 6.1% of net assets as of September 30, 2020.
(8)Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of September 30, 2020 for control investments located in this region was $397,738. This represented 27.9% of net assets as of September 30, 2020. The fair value as of September 30, 2020 for affiliate investments located in this region was $97,852. This represented 6.9% of net assets as of September 30, 2020.
(9)Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of September 30, 2020 for control investments located in this region was $250,398. This represented 17.6% of net assets as of September 30, 2020. The fair value as of September 30, 2020 for affiliate investments located in this region was $47,824. This represented 3.4% of net assets as of September 30, 2020.
(10)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities,” unless otherwise noted.
(11)This schedule should be read in conjunction with the consolidated schedule of investments and notes to the consolidated financial statements. Supplemental information can be located within the schedule of investments including end of period interest rate, preferred dividend rate, maturity date, investments not paid currently in cash and investments whose value was determined using significant unobservable inputs.
(12)Investment has an unfunded commitment as of September 30, 2020 (see Note K). The fair value of the investment includes the impact of the fair value of any unfunded commitments.

​

​

MAIN STREET CAPITAL CORPORATION

101

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)
September 30, 2022
(dollars in thousands)
(unaudited)
CompanyTotal RateBase RateSpreadPIK RateType of Investment(1) (10) (11)GeographyAmount of
Realized
Gain/(Loss)		Amount of
Unrealized
Gain/(Loss)		Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)		December 31,
2021 Fair Value (13)		Gross
Additions(3)		Gross
Reductions(4)		September 30,
2022 Fair Value (13)
Preferred Member Units(9)— 230 — 770 230 — 1,000 
Houston Plating and Coatings, LLC8.00%Unsecured Convertible Debt(8)— (210)182 2,960 — 210 2,750 
Member Units(8)— (990)17 3,210 — 990 2,220 
HPEP 3, L.P.LP Interests (HPEP 3, L.P.)(8)779 254 (80)4,712 1,033 1,414 4,331 
LP Interests (HPEP 4, L.P.)(8)— — — — 1,896 — 1,896 
LP Interests (423 COR, LP)(8)— — — — 1,400 — 1,400 
I-45 SLF LLC
Member Units (Fully diluted 20.0%; 21.75% profits
  interest)
(8)— (1,880)1,499 14,387 — 1,880 12,507 
Iron-Main Investments, LLC12.50%Secured Debt(5)— — 443 4,557 7 — 4,564 
12.50%Secured Debt(5)— — 308 3,170 4 — 3,174 
12.50%Secured Debt(5)— — 848 8,944 — — 8,944 
12.50%Secured Debt(5)— — 1,926 19,805 30 — 19,835 
Common Stock(5)— — — 1,798 — — 1,798 
L.F. Manufacturing Holdings, LLCPreferred Member Units (non-voting)(8)— — 9 107 10 117 — 
Member Units(8)617 (541)224 2,560 617 3,177 — 
OnAsset Intelligence, Inc.12.00%12.00%Secured Debt(8)— (273)28 935 28 273 690 
12.00%12.00%Secured Debt(8)— (280)29 954 29 280 703 
12.00%12.00%Secured Debt(8)— (602)62 2,055 62 602 1,515 
12.00%12.00%Secured Debt(8)— (1,255)129 4,285 130 1,255 3,160 
10.00%10.00%Unsecured Debt(8)— — 5 192 5 — 197 
7.00%7.00%Preferred Stock(8)— — — — — — — 
Common Stock(8)— — — — — — — 
Warrants(8)— — — — — — — 
Oneliance, LLC13.56%L+11.00%Secured Debt(7)— — — — — — — 
13.56%L+11.00%Secured Debt(7)— — 536 5,547 9 — 5,556 
Preferred Stock(7)— — — 1,056 — — 1,056 
Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)12.00%Secured Debt(8)(67)— — — — — — 
Preferred Member Units(8)— — — — — — — 
SI East, LLC (Stavig)10.25%Secured Debt(7)— — 195 2,250 3,750 3,750 2,250 
10.25%Secured Debt(7)— — 6,068 63,600 31,125 1,489 93,236 
Preferred Member Units(7)— 3,380 568 11,570 3,380 — 14,950 
Slick Innovations, LLC11.00%Secured Debt(6)— (41)481 5,320 41 1,121 4,240 
Common Stock(6)— 130 — 1,510 130 — 1,640 
Warrants(6)— 40 — 400 40 — 440 
Sonic Systems International, LLC9.75%L+7.50%Secured Debt(8)— 102 966 11,757 3,856 — 15,613 
Common Stock(8)— 64 32 1,070 350 — 1,420 
Superior Rigging & Erecting Co.12.00%Secured Debt(7)— — 1,991 21,332 35 — 21,367 
Preferred Member Units(7)— — — 4,500 — — 4,500 
105

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Schedule 12-14

​

​

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)
September 30, 2022
(dollars in thousands)
(unaudited)
CompanyTotal RateBase RateSpreadPIK RateType of Investment(1) (10) (11)GeographyAmount of
Realized
Gain/(Loss)		Amount of
Unrealized
Gain/(Loss)		Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)		December 31,
2021 Fair Value (13)		Gross
Additions(3)		Gross
Reductions(4)		September 30,
2022 Fair Value (13)
The Affiliati Network, LLCSecured Debt(9)— — 28 262 3,523 3,800 (15)
13.00%Secured Debt(9)— — 1,166 12,834 35 1,720 11,149 
Preferred Stock(9)— — 339 6,400 — — 6,400 
UnionRock Energy Fund II, LPLP Interests(9)— (64)194 6,123 1,880 2,649 5,354 
UniTek Global Services, Inc.10.76%SF+5.50%2.00%Secured Debt(6)— 3 29 371 9 — 380 
10.76%SF+5.50%2.00%Secured Debt(6)— 26 146 1,852 61 212 1,701 
15.00%15.00%Secured Convertible Debt(6)— 782 167 2,375 1,896 — 4,271 
20.00%20.00%Preferred Stock(6)— (280)280 2,832 281 280 2,833 
20.00%20.00%Preferred Stock(6)— 153 — 1,498 153 — 1,651 
19.00%19.00%Preferred Stock(6)— — — — — — — 
13.50%13.50%Preferred Stock(6)— — — — — — — 
Common Stock(6)— — — — — — — 
Volusion, LLC11.50%Secured Debt(8)— (104)1,490 17,434 — 804 16,630 
8.00%Unsecured Convertible Debt(8)— — 24 409 — — 409 
Preferred Member Units(8)— (5,989)— 5,990 — 5,990 — 
Warrants(8)— — — — — — — 
Other— — — — — — — 
Amounts related to investments transferred from other 1940 Act classification during the period— 139 1,302 32,597 — — — 
Total Affiliate investments$1,340 $3,703 $38,300 $549,214 $92,606 $56,642 $552,581 
____________________
(1)The principal amount, the ownership detail for equity investments and if the investment is income producing is included in the Consolidated Schedule of Investments included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
(2)Represents the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the category other than the one shown at period end is included in “Amounts related to investments transferred from other 1940 Act classifications during the period.”
(3)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as well as the movement of an existing portfolio company into this category and out of a different category.
(4)Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.
106
Table of contentsSchedule 12-14
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments In and Advances to Affiliates (Continued)
September 30, 2022
(dollars in thousands)
(unaudited)
(5)Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of September 30, 2022 for control investments located in this region was $346,535. This represented 21.7% of net assets as of September 30, 2022. The fair value as of September 30, 2022 for affiliate investments located in this region was $67,491. This represented 12.2% of net assets as of September 30, 2022.
(6)Portfolio company located in the Northeast region and Canada as determined by location of the corporate headquarters. The fair value as of September 30, 2022 for control investments located in this region was $144,681. This represented 9.0% of net assets as of September 30, 2022. The fair value as of September 30, 2022 for affiliate investments located in this region was $105,372. This represented 19.1% of net assets as of September 30, 2022.
(7)Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of September 30, 2022 for control investments located in this region was $16,360. This represented 1.0% of net assets as of September 30, 2022. The fair value as of September 30, 2022 for affiliate investments located in this region was $196,507. This represented 35.6% of net assets as of September 30, 2022.
(8)Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of September 30, 2022 for control investments located in this region was $593,513. This represented 37.1% of net assets as of September 30, 2022. The fair value as of September 30, 2022 for affiliate investments located in this region was $99,261. This represented 18.0% of net assets as of September 30, 2022.
(9)Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of September 30, 2022 for control investments located in this region was $498,340. This represented 31.2% of net assets as of September 30, 2022. The fair value as of September 30, 2022 for affiliate investments located in this region was $83,950. This represented 15.2% of net assets as of September 30, 2022.
(10)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities,” unless otherwise noted.
(11)This schedule should be read in conjunction with the Consolidated Schedule of Investments and Notes to the Consolidated Financial Statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q. Supplemental information can be located within the Consolidated Schedule of Investments including end of period interest rate, preferred dividend rate, maturity date, investments not paid currently in cash and investments whose value was determined using significant unobservable inputs.
(12)Investment has an unfunded commitment as of September 30, 2022 (see Note K). The fair value of the investment includes the impact of the fair value of any unfunded commitments.
(13)Negative fair value is the result of the capitalized discount being greater than the principal amount outstanding on the loan.
107
Table of contentsSchedule 12-14
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments In and Advances to Affiliates
September 30, 2021
(dollars in thousands)
(unaudited)
CompanyTotal RateBase RateSpreadPIK RateType of Investment(1)(10)(11)GeographyAmount of
Realized
Gain/(Loss)		Amount of
Unrealized
Gain/(Loss)		Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)		December 31,
2020
Fair Value		Gross
Additions(3)		Gross
Reductions(4)		September 30,
2021
Fair Value
Majority-owned investments
ASK (Analytical Systems Keco Holdings, LLC)Preferred Member Units(8)$— $(3,200)$— $3,200 $— $3,200 $— 
Preferred Member Units(8)— 2,356 — — 4,783 — 4,783 
Warrants(8)— (10)— 10 — 10 — 
12.00%L+10.00%Secured Debt(8)— — 520 4,873 134 220 4,787 
Café Brazil, LLCMember Units(8)— 540 470 2,030 540 — 2,570 
California Splendor Holdings LLCPreferred Member Units(9)— 4,564 188 6,241 4,564 — 10,805 
11.00%L+10.00%Secured Debt(9)— 36 2,579 35,832 196 8,129 27,899 
15.00%15.00%Preferred Member Units(9)— — 939 8,255 939 — 9,194 
Clad-Rex Steel, LLCMember Units(5)— — — 530 — — 530 
Member Units(5)— 1,640 2,181 8,610 1,640 — 10,250 
10.00%Secured Debt(5)— — 83 1,100 — 22 1,078 
10.50%L+9.50%Secured Debt(5)— — 878 10,853 — 460 10,393 
CMS Minerals InvestmentsMember Units(9)— 453 22 1,624 454 195 1,883 
Cody Pools, Inc.Preferred Member Units(8)— 15,450 1,602 14,940 15,450 — 30,390 
12.25%L+10.50%Secured Debt(8)— 6 1,400 14,216 8,000 4,169 18,047 
Datacom, LLC8.00%Secured Debt(8)(1,800)185 — 1,615 185 1,800 — 
Preferred Member Units(8)(1,294)1,294 — — 1,294 1,294 — 
Preferred Member Units(8)(6,030)6,030 — — 6,030 6,030 — 
10.50%10.50%Secured Debt(8)(1,801)1,945 1 10,531 1,945 12,476 — 
Preferred Member Units(8)— — — — 2,610 — 2,610 
5.00%Secured Debt(8)— — 564 — 8,288 81 8,207 
Direct Marketing Solutions, Inc.Preferred Stock(9)— (2,230)672 19,380 — 2,230 17,150 
12.00%L+11.00%Secured Debt(9)— — 1,401 15,006 28 235 14,799 
Gamber-Johnson Holdings, LLCMember Units(5)— 32 3,744 52,490 2,880 — 55,370 
9.00%L+7.00%Secured Debt(5)— (31)1,435 19,838 830 30 20,638 
GRT Rubber Technologies LLCMember Units(8)— — 3,636 44,900 — — 44,900 
7.10%L+7.00%Secured Debt(8)— — 904 16,775 — — 16,775 
Jensen Jewelers of Idaho, LLCMember Units(9)— 3,640 1,264 7,620 3,640 — 11,260 
10.00%P+6.75%Secured Debt(9)— (10)244 3,400 10 660 2,750 
Kickhaefer Manufacturing Company, LLCMember Units(5)— 50 75 1,160 50 — 1,210 
Member Units(5)— — — 12,240 — — 12,240 
11.50%Secured Debt(5)— — 1,915 22,269 44 2,000 20,313 
9.00%Secured Debt(5)— — 266 3,909 — 24 3,885 
Market Force Information, LLC12.00%L+11.00%Secured Debt(9)— — 282 1,600 1,800 — 3,400 
12.00%12.00%Secured Debt(9)— (2,403)— 13,562 — 2,403 11,159 
MH Corbin Holding LLCPreferred Member Units(5)— (2,370)— 2,370 — 2,370 — 
13.00%Secured Debt(5)— (2,059)854 8,280 25 2,299 6,006 
MSC Adviser I, LLCMember Units(8)— 11,320 3,908 116,760 11,320 — 128,080 
Mystic Logistics Holdings, LLCCommon Stock(6)— (1,820)548 8,990 — 1,820 7,170 
12.00%Secured Debt(6)— — 622 6,723 7 24 6,706 
OMi Holdings, Inc.Preferred Member Units(8)— (170)1,330 20,380 — 170 20,210 
12.00%Secured Debt(8)— 176 550 — 18,000 — 18,000 
PPL RVs, Inc.Common Stock(8)— 2,190 805 11,500 2,190 — 13,690 
108
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MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments In and Advances to Affiliates (Continued)
September 30, 2021
(dollars in thousands)
(unaudited)
CompanyTotal RateBase RateSpreadPIK RateType of Investment(1)(10)(11)GeographyAmount of
Realized
Gain/(Loss)		Amount of
Unrealized
Gain/(Loss)		Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)		December 31,
2020
Fair Value		Gross
Additions(3)		Gross
Reductions(4)		September 30,
2021
Fair Value
7.50%L+7.00%Secured Debt(8)— (21)708 11,806 790 221 12,375 
Principle Environmental, LLCWarrants(8)— 330 — 870 330 1,200 — 
Common Stock(8)— (490)— — 1,200 490 710 
Preferred Member Units(8)— (920)— 10,500 — 920 9,580 
13.00%Secured Debt(8)— (62)649 6,397 18 63 6,352 
Quality Lease Service, LLCMember Units(7)— (180)— 4,460 — 1,430 3,030 
Trantech Radiator Topco, LLCCommon Stock(7)— 620 87 6,030 620 — 6,650 
12.00%Secured Debt(7)— — 811 8,644 14 — 8,658 
Ziegler’s NYPD, LLCPreferred Member Units(8)— 350 — 1,780 350 — 2,130 
12.00%Secured Debt(8)— — 57 625 — — 625 
14.00%Secured Debt(8)— — 292 2,750 — — 2,750 
6.50%Secured Debt(8)— 21 49 979 21 — 1,000 
Other controlled investments
2717 MH, L.P.LP Interests (2717 HPP-MS, L.P.)(8)— — — 250 — 250 — 
LP Interests (2717 MH, L.P.)(8)— 585 — 2,702 689 — 3,391 
ASC Interests, LLCMember Units(8)— (400)— 1,120 — 400 720 
13.00%Secured Debt(8)— — 193 1,715 116 — 1,831 
ATS Workholding, LLC5.00%Secured Debt(9)— (304)— 3,347 — 472 2,875 
Barfly Ventures, LLCMember Units(5)— 346 — 1,584 346 — 1,930 
7.00%Secured Debt(5)— — 58 343 367 — 710 
Bolder Panther Group, LLC10.50%L+9.00%Secured Debt(9)— 329 2,582 27,225 11,775 — 39,000 
14.00%Class A Preferred Member Units(9)— — 1,067 10,194 — — 10,194 
8.00%Class B Preferred Member Units(9)— 6,310 2,087 14,000 6,310 — 20,310 
9.50%L+8.00%Secured Debt(9)— — 36 — 500 500 — 
Bond-Coat, Inc.Common Stock(8)(2,320)4,310 — 2,040 4,310 6,350 — 
Brewer Crane Holdings, LLCPreferred Member Units(9)— (1,570)397 5,850 — 1,570 4,280 
11.00%L+10.00%Secured Debt(9)— — 708 8,513 15 372 8,156 
Bridge Capital Solutions CorporationPreferred Member Units(6)— — 75 1,000 — — 1,000 
Warrants(6)— 840 — 3,220 840 — 4,060 
13.00%Secured Debt(6)— — 100 998 2 — 1,000 
13.00%Secured Debt(6)— — 1,279 8,403 410 — 8,813 
CBT Nuggets, LLCMember Units(9)— 6,540 1,901 46,080 6,540 — 52,620 
Centre Technologies Holdings, LLCPreferred Member Units(8)— (320)90 6,160 — 320 5,840 
12.00%L+10.00%Secured Debt(8)— — 969 11,549 28 2,059 9,518 
Chamberlin Holding LLCMember Units(8)— 160 51 1,270 160 — 1,430 
Member Units(8)— (3,930)3,707 28,070 — 3,930 24,140 
9.00%L+8.00%Secured Debt(8)— 18 1,117 15,212 4,000 1,395 17,817 
Charps, LLCPreferred Member Units(5)— 3,720 2,120 10,520 3,720 — 14,240 
10.00%Unsecured Debt(5)— (382)846 8,475 282 3,723 5,034 
15.00%Secured Debt(5)— — 4 669 — 669 — 
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MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments In and Advances to Affiliates (Continued)
September 30, 2021
(dollars in thousands)
(unaudited)
CompanyTotal RateBase RateSpreadPIK RateType of Investment(1)(10)(11)GeographyAmount of
Realized
Gain/(Loss)		Amount of
Unrealized
Gain/(Loss)		Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)		December 31,
2020
Fair Value		Gross
Additions(3)		Gross
Reductions(4)		September 30,
2021
Fair Value
Colonial Electric Company LLCPreferred Member Units(6)— 780 200 — 8,460 — 8,460 
12.00%Secured Debt(6)— — 1,938 — 24,969 315 24,654 
CompareNetworks Topco, LLCPreferred Member Units(9)— 5,220 316 6,780 5,220 — 12,000 
10.00%L+9.00%Secured Debt(9)— (16)609 7,954 15 1,492 6,477 
Copper Trail Energy Fund I, LP - CTMHLP Interests (CTMH, LP)(9)— — — 747 — 37 710 
Digital Products Holdings LLCPreferred Member Units(5)— — 150 9,835 — — 9,835 
11.00%L+10.00%Secured Debt(5)— — 1,494 18,077 33 990 17,120 
Garreco, LLCMember Units(8)— 800 — 1,410 800 — 2,210 
9.00%L+8.00%Secured Debt(8)— — 308 4,519 — — 4,519 
Gulf Manufacturing, LLCMember Units(8)— 1,130 1,210 4,510 1,130 — 5,640 
Gulf Publishing Holdings, LLC10.50%L+9.50%5.25%Secured Debt(8)— — 17 250 14 7 257 
12.50%6.25%Secured Debt(8)— (2,012)1,065 12,044 849 2,431 10,462 
Harrison Hydra-Gen, Ltd.Common Stock(8)— (1,920)— 5,450 — 1,920 3,530 
J&J Services, Inc.Preferred Stock(7)— 2,720 — 12,680 2,720 — 15,400 
11.50%Secured Debt(7)— (30)1,084 12,800 30 2,030 10,800 
KBK Industries, LLCMember Units(5)— 420 456 13,200 420 — 13,620 
MS Private Loan FundLP Interests(8)— — — — 1,000 — 1,000 
5.00%Unsecured Debt(8)— — 642 — 33,866 3,575 30,291 
MSC Income Fund Inc.5.00%Unsecured Debt(8)— 352 1,603 — 60,000 — 60,000 
NAPCO Precast, LLCMember Units(8)— (2,540)1,823 16,100 — 2,540 13,560 
Nebraska Vet AcquireCo, LLC (NVS)Preferred Member Units(5)— — — 6,500 — — 6,500 
12.00%Secured Debt(5)— — 979 10,395 13 — 10,408 
NexRev LLCPreferred Member Units(8)— 1,810 60 1,470 1,810 — 3,280 
11.00%Secured Debt(8)— (1,351)1,417 16,727 28 2,005 14,750 
NRI Clinical Research, LLCMember Units(9)8,786 (4,835)2,805 5,600 — 5,600 — 
Warrants(9)— (1,238)— 1,490 — 1,490 — 
9.00%Secured Debt(9)— (48)380 5,620 48 5,668 — 
NRP Jones, LLCMember Units(5)— 3,619 (45)2,821 3,619 — 6,440 
12.00%Secured Debt(5)— — 189 2,080 — — 2,080 
NuStep, LLCPreferred Member Units(5)— 2,720 — 10,780 2,720 — 13,500 
10.50%Secured Debt(5)— 17 1,507 17,193 47 — 17,240 
7.50%L+6.50%Secured Debt(5)— — 25 — 2,000 400 1,600 
Orttech Holdings, LLCPreferred Stock(5)— — — — 12,600 1,000 11,600 
12.00%L+11.00%Secured Debt(5)— — 767 — 24,183 — 24,183 
Pearl Meyer Topco LLCMember Units(6)— 5,539 1,949 15,940 5,540 — 21,480 
12.00%Secured Debt(6)— 258 3,223 37,202 310 3,838 33,674 
Pegasus Research Group, LLCMember Units(8)— (1,550)— 8,830 — 1,550 7,280 
River Aggregates, LLCMember Units(8)— 160 125 3,240 160 — 3,400 
Tedder Industries, LLCPreferred Member Units(9)— — — 8,136 — — 8,136 
12.00%Secured Debt(9)— — 1,486 16,301 2,032 1,600 16,733 
UnionRock Energy Fund II, LPLP Interests(9)— 2,407 — 2,894 3,781 220 6,455 
Vision Interests, Inc.Series A Preferred Stock(9)— (160)— 3,160 — 160 3,000 
13.00%Secured Debt(9)— — 200 2,028 — — 2,028 
Other
110
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MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments In and Advances to Affiliates (Continued)
September 30, 2021
(dollars in thousands)
(unaudited)
CompanyTotal RateBase RateSpreadPIK RateType of Investment(1)(10)(11)GeographyAmount of
Realized
Gain/(Loss)		Amount of
Unrealized
Gain/(Loss)		Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)		December 31,
2020
Fair Value		Gross
Additions(3)		Gross
Reductions(4)		September 30,
2021
Fair Value
Amounts related to investments transferred from other 1940 Act classification during the period— — — — — — — 
Total Control investments$(4,459)$65,756 $85,904 $1,113,725 $340,046 $117,553 $1,336,218 
Affiliate Investments
AAC Holdings, Inc.Common Stock(7)$— $(1,038)$— $3,148 $— $1,038 $2,110 
Warrants(7)— (968)— 2,938 — 968 1,970 
18.00%8.00%Secured Debt(7)— (89)1,329 9,187 744 223 9,708 
AFG Capital Group, LLCPreferred Member Units(8)— 1,570 200 5,810 1,570 — 7,380 
10.00%Secured Debt(8)— — 26 491 — 260 231 
ATX Networks Corp.10.00%10.00%Secured Debt(6)— — — — 1,963 — 1,963 
8.50%L+7.50%Secured Debt(6)— — — — 7,092 — 7,092 
8.75%L+6.25%1.50%Secured Debt(6)(4,528)1,133 — 12,263 1,521 13,784 — 
BBB Tank Services, LLCMember Units(8)— (280)— 280 — 280 — 
12.00%L+11.00%Unsecured Debt(8)— (1,000)464 4,722 27 1,001 3,748 
15.00%15.00%Preferred Stock (non-voting)(8)— (162)11 151 11 162 — 
Boccella Precast Products LLCMember Units(6)— (1,210)379 6,040 — 1,210 4,830 
10.00%Secured Debt(6)— — 1 — 320 — 320 
Brightwood Capital Fund Investments - Fund VLP Interests (Brightwood Capital Fund V, LP)(6)— — — — 1,000 — 1,000 
Buca C, LLC10.25%L+9.25%Secured Debt(7)— (373)1,264 14,256 487 373 14,370 
CAI Software LLCMember Units(6)— 7,321 1,900 7,190 7,321 1,921 12,590 
12.50%Secured Debt(6)— (1)5,547 47,474 23,601 4,474 66,601 
Chandler Signs Holdings, LLCClass A Units(8)— (810)— 1,460 — 810 650 
Charlotte Russe, IncCommon Stock(9)(3,141)3,141 — — 3,141 3,141 — 
Classic H&G Holdings, LLCPreferred Member Units(6)— 4,110 820 9,510 4,110 — 13,620 
7.00%L+6.00%Secured Debt(6)— — 26 — 1,400 — 1,400 
8.00%Secured Debt(6)— (73)1,807 24,800 73 5,599 19,274 
Congruent Credit Opportunities FundsLP Interests (Congruent Credit Opportunities Fund
 II, LP)		(8)(4,449)4,355 — 94 4,355 4,449 — 
LP Interests (Congruent Credit Opportunities Fund
 III, LP)		(8)— (96)583 11,540 — 1,137 10,403 
Copper Trail Energy Fund I, LPLP Interests (Copper Trail Energy Fund I, LP)(9)(203)379 378 1,782 379 2,161 — 
Dos Rios PartnersLP Interests (Dos Rios Partners - A, LP)(8)— 1,450 — 1,720 1,450 — 3,170 
LP Interests (Dos Rios Partners, LP)(8)— 4,567 — 5,417 4,567 — 9,984 
Dos Rios Stone Products LLCClass A Preferred Units(8)— (340)— 1,250 — 340 910 
East Teak Fine Hardwoods, Inc.Common Stock(7)(80)180 100 300 180 480 — 
EIG Fund InvestmentsLP Interests (EIG Global Private Debt Fund-A, L.P.)(8)9 92 35 526 125 177 474 
Freeport Financial SBIC Fund LPLP Interests (Freeport Financial SBIC Fund LP)(5)— 869 — 5,264 869 — 6,133 
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MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments In and Advances to Affiliates (Continued)
September 30, 2021
(dollars in thousands)
(unaudited)
CompanyTotal RateBase RateSpreadPIK RateType of Investment(1)(10)(11)GeographyAmount of
Realized
Gain/(Loss)		Amount of
Unrealized
Gain/(Loss)		Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)		December 31,
2020
Fair Value		Gross
Additions(3)		Gross
Reductions(4)		September 30,
2021
Fair Value
LP Interests (Freeport First Lien Loan Fund III LP)(5)— 66 613 10,321 66 3,156 7,231 
GFG Group, LLC.Preferred Member Units(5)— 2,090 460 — 6,990 — 6,990 
12.00%12.00% Secured Debt(5)— — 1,211 — 15,631 3,200 12,431 
Hawk Ridge Systems, LLCPreferred Member Units(9)— 270 — 420 270 — 690 
Preferred Member Units(9)— 5,130 691 8,030 5,130 — 13,160 
7.00%L+6.00%Secured Debt(9)— — 23 — 2,585 — 2,585 
9.00%Secured Debt(9)— (25)1,366 18,400 25 25 18,400 
Houston Plating and Coatings, LLCMember Units(8)— (1,620)180 5,080 — 1,620 3,460 
8.00%Unsecured Convertible Debt(8)— — 182 2,900 — — 2,900 
HPEP 3, L.P.LP Interests (HPEP 3, L.P.)(8)— 803 — 3,258 1,177 252 4,183 
I-45 SLF LLC
Member Units (Fully diluted 20.0%; 24.40% profits
 interest) (8)
(8)— 413 1,386 15,787 1,215 2,000 15,002 
Iron-Main Investments, LLCCommon Stock(5)— — — — 1,027 — 1,027 
12.50%Secured Debt(5)— — 98 — 3,168 — 3,168 
13.00%Secured Debt(5)— — 191 — 4,555 — 4,555 
L.F. Manufacturing Holdings, LLCMember Units(8)— 50 — 2,050 50 — 2,100 
14.00%14.00%Preferred Member Units (non-voting)(8)— — 10 93 10 — 103 
Meisler Operating LLCCommon Stock(5)17,048 (7,414)— 16,010 — 16,010 — 
OnAsset Intelligence, Inc.Common Stock(8)— (830)— — 830 830 — 
Warrants(8)— 830 — — 830 830 — 
10.00%10.00%Unsecured Debt(8)— — 6 64 129 6 187 
12.00%12.00%Secured Debt(8)— — 685 7,301 686 — 7,987 
Oneliance, LLCPreferred Stock(7)— — — — 1,056 — 1,056 
12.00%L+11.00%Secured Debt(7)— — 162 — 5,545 — 5,545 
PCI Holding Company, Inc.Preferred Stock(9)— (203)2,852 4,130 — 4,130 — 
Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)12.00%Secured Debt(8)(694)— — — — — — 
SI East, LLC (Stavig)Preferred Member Units(7)— 5,422 2,102 9,780 5,422 4,782 10,420 
10.25%Secured Debt(7)— (74)2,332 32,962 34,500 3,862 63,600 
Slick Innovations, LLCCommon Stock(6)— 180 — 1,330 180 — 1,510 
Warrants(6)— 40 — 360 40 — 400 
13.00%Secured Debt(6)— (33)545 5,720 33 433 5,320 
Sonic Systems International, LLCCommon Stock(8)— — 26 — 1,070 — 1,070 
8.50%L+7.50%Secured Debt(8)— — 111 — 11,747 — 11,747 
Superior Rigging & Erecting Co.Preferred Member Units(7)— — — 4,500 — — 4,500 
12.00%Secured Debt(7)— — 1,982 21,298 25 — 21,323 
The Affiliati Network, LLCPreferred Stock(9)— — — — 6,400 — 6,400 
10.00%Secured Debt(9)— — 2 — 381 — 381 
11.83%Secured Debt(9)— — 421 — 13,862 239 13,623 
UniTek Global Services, Inc.15.00%15.00%Secured Convertible Debt(6)— 966 105 — 2,249 87 2,162 
20.00%20.00%Preferred Stock(6)— 737 — 375 737 — 1,112 
20.00%20.00%Preferred Stock(6)— (230)230 2,833 230 230 2,833 
8.50%L+5.50%2.00%Secured Debt(6)— 114 183 2,425 243 454 2,214 
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MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments In and Advances to Affiliates (Continued)
September 30, 2021
(dollars in thousands)
(unaudited)
CompanyTotal RateBase RateSpreadPIK RateType of Investment(1)(10)(11)GeographyAmount of
Realized
Gain/(Loss)		Amount of
Unrealized
Gain/(Loss)		Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)		December 31,
2020
Fair Value		Gross
Additions(3)		Gross
Reductions(4)		September 30,
2021
Fair Value
Volusion, LLCPreferred Member Units(8)— — — 5,990 — — 5,990 
11.50%Secured Debt(8)— 991 1,736 19,243 991 2,800 17,434 
8.00%Unsecured Convertible Debt(8)— 118 24 291 118 — 409 
Other— — — — — — — 
Amounts related to investments transferred from other 1940 Act classification during the period— — — (12,263)— — — 
Total Affiliate investments$3,962 $30,518 $34,785 $366,301 $195,509 $88,934 $485,139 
________________
(1)The principal amount, the ownership detail for equity investments and if the investment is income producing is included in the Consolidated Schedule of Investments included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
(2)Represents the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the category other than the one shown at period end is included in “Amounts from investments transferred from other 1940 Act classifications during the period.”
(3)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as well as the movement of an existing portfolio company into this category and out of a different category.
(4)Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.
(5)Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of September 30, 2021 for control investments located in this region was $297,953. This represented 25.9% of net assets as of September 30, 2021. The fair value as of September 30, 2021 for affiliate investments located in this region was $41,535. This represented 13.9% of net assets as of September 30, 2021.
(6)Portfolio company located in the Northeast region as determined by location of the corporate headquarters. The fair value as of September 30, 2021 for control investments located in this region was $117,017. This represented 10.8% of net assets as of September 30, 2021. The fair value as of September 30, 2021 for affiliate investments located in this region was $144,241. This represented 21.7% of net assets as of September 30, 2021.
(7)Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of September 30, 2021 for control investments located in this region was $44,538. This represented 1.2% of net assets as of September 30, 2021. The fair value as of September 30, 2021 for affiliate investments located in this region was $134,602. This represented 40.5% of net assets as of September 30, 2021.
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MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments In and Advances to Affiliates (Continued)
September 30, 2021
(dollars in thousands)
(unaudited)
(8)Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of September 30, 2021 for control investments located in this region was $573,437. This represented 44.4% of net assets as of September 30, 2021. The fair value as of September 30, 2021 for affiliate investments located in this region was $109,522. This represented 20.5% of net assets as of September 30, 2021.
(9)Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of September 30, 2021 for control investments located in this region was $303,273. This represented 37.3% of net assets as of September 30, 2021. The fair value as of September 30, 2021 for affiliate investments located in this region was $55,239. This represented 17.3% of net assets as of September 30, 2021.
(10)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities,” unless otherwise noted.
(11)This schedule should be read in conjunction with the Consolidated Schedule of Investments and Notes to the Consolidated Financial Statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q. Supplemental information can be located within the Consolidated Schedule of Investments including end of period interest rate, preferred dividend rate, maturity date, investments not paid currently in cash and investments whose value was determined using significant unobservable inputs.
(12)Investment has an unfunded commitment as of September 30, 2021 (see Note K). The fair value of the investment includes the impact of the fair value of any unfunded commitments.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains forward-looking statements regarding the plans and objectives of management for future operations and which relate to future events or our future performance or financial condition. Any such forward-looking statements may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and we cannot assure you that the projections included in these forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors, including, without limitation: changes in laws and regulations and adverse changes inlimitation the economy generally or in the industries in which our portfolio companies operate, including with respect to changes from the impact of the COVID-19 pandemic, and the resulting impacts on our and our portfolio companies’ business and operations, liquidity and access to capital; and such other factors referenced in Item 1A entitled “Risk Factors” below in Part 2II of this Quarterly Report on Form 10-Q, if any, and discussed in Item 1A entitled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2020,2021, filed with the Securities and Exchange Commission (“SEC”) on February 26, 202125, 2022 and elsewhere in this Quarterly Report on Form 10-Q and our other SEC filings.

Other factors that could cause actual results to differ materially include changes in the economy and future changes in laws or regulations and conditions in our operating areas.

We have based the forward-looking statements included in this Quarterly Report on Form 10-Q on information available to us on the date of this Quarterly Report on Form 10-Q, and we assume no obligation to update any such forward-looking statements, unless we are required to do so by applicable law. However, you are advised to refer to any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including subsequent periodic and current reports.

This discussion should be read in conjunction with our consolidated financial statements as of December 31, 2021, and for the year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in our Annual Report on Form 10-K for the year ended December 31, 2021, as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report.
ORGANIZATION

Main Street Capital Corporation (“MSCC” or “Main Street”) is a principal investment firm. MSCC wholly owns several investment funds, including Main Street Mezzanine Fund, LP (“MSMF”) and Main Street Capital III, LP (“MSC III” and, collectivelytogether with MSMF, the “Funds”), and each of their general partners.

COVID-19 MSCC has certain direct and indirect wholly-owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The primary purpose of the Taxable Subsidiaries is to permit MSCC to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes.

ECONOMIC UPDATE


The COVID-19 pandemic, and the related effect onrecent disruption of the U.S. and global economies, including supply chain delays, labor and material availability constraints, price increases and other impacts of inflation, cost and availability of capital and the effects of the COVID-19 pandemic and geopolitical events, has had, and threatens to continue to have, adverse consequences for our business and operating results, and the businesses and operating results of our portfolio companies. During the quarter ended September 30, 2021,2022, we continued to work collectively with our employees and portfolio companies to navigate thethese significant challenges created by the COVID-19 pandemic and the labor and supply constraints, rising costs, and supply chain disruptions. We remain focused on ensuring the safety of our employees and the employees of our portfolio companies, while also managing our ongoing business activities. In this regard, we remain heavily engaged with our portfolio companies. As discussed below under “Discussion and Analysis of Results of Operations,” our investment income, principally our interest and dividend income, was negatively impacted by the economic effects of the COVID-19 pandemic in 2020. We continue to maintain access to multiple sources of liquidity, including cash, unused capacity under our Credit Facility and, as discussed under Liquidity and Capital Resources, access to capital markets for both equity and unsecured note issuances. As of September 30, 2021, we were in compliance with all debt covenants and do not anticipate any issues with our ability to comply with all covenants in the future. Refer to “—Liquidity and Capital Resources” below for further discussion as of September 30, 2021.challenges. Neither our management team nor our Board of Directors is able to predict the full impact of the COVID-19 pandemic,economic disruption, including its duration and the magnitude of its economic and societal impact.magnitude. As such, while we will continue to monitor the evolving situation, and guidance from U.S. authorities, including federal, state and local public health authorities, we are unable to predict with any certainty the extent to which the outbreakthese events, or any future impacts, will negatively affect our portfolio companies’ operating

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results and financial condition or the impact that such disruptions may have on our results of operations and financial condition in the future.

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OVERVIEW

OF OUR BUSINESS

Our principal investment objective is to maximize our portfolio’s total return by generating current income from our debt investments and current income and capital appreciation from our equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. We seek to achieve thisour investment objective by primarily focusing on providing customized debt and equity financing tothrough our lower middle market (“LMM”) companies, Private Loan (as defined below) and debt capital to middle market (“Middle Market”) companies.investment strategies. Our LMM investment strategy involves investments in companies that generally have annual revenues between $10 million and $150 million and our LMM portfolio investments generally range in size from $5 million to $50$75 million. Our private loan (“Private Loan”) investment strategy involves investments in companies that are consistent with the size of the companies in our LMM and Middle Market investment strategies, and our Private Loan investments generally range in size from $10 million to $75 million. Our Middle Market investment strategy involves investments are made in businessescompanies that are generally larger in size than our LMM portfolio companies, with annual revenues typically between $150 million and $1.5 billion, and our Middle Market investments generally range in size from $3 million to $20$25 million. Our private loan (“Private Loan”) portfolio investments are primarily debt securities in privately held companies that have been originated through strategic relationships with other investment funds on a collaborative basis and are often referred to in the debt markets as “club deals.” Private Loan investments are typically similar in size, structure, terms and conditions to investments we hold in our LMM portfolio and Middle Market portfolio.

We seek to fill the financing gap for LMM businesses, which, historically, have had limited access to financing from commercial banks and other traditional sources. The underserved nature of the LMM creates the opportunity for us to meet the financing needs of LMM companies while also negotiating favorable transaction terms and equity participations. Our ability to invest across a company’s capital structure, from secured loans to equity securities, allows us to offer portfolio companies a comprehensive suite of financing options, or a “one stop” financing solution. Providing customized, “one stop” financing solutions is important to LMM portfolio companies. We generally seek to partner directly with entrepreneurs, management teams and business owners in making our investments. Our LMM portfolio debt investments are generally secured by a first lien on the assets of the portfolio company and typically have a term of between five and seven years from the original investment date.

Private Loan investments generally consist of loans that have been originated directly by us or through strategic relationships with other investment funds on a collaborative basis and are often referred to in the debt markets as “club deals.” Our Private Loan portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date. We may also invest alongside the sponsor in the equity securities of our Private Loan portfolio companies.
Our Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of interest-bearing syndicated loans or debt securities in privately held companies based in the United States that are generally larger in size than the companies included in our LMM portfolio. Our Middle Market portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.

Private Loan investments are typically similar in size, structure, terms and conditions to investments we hold in our LMM portfolio and Middle Market portfolio. Our Private Loan portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

Our other portfolio (“Other Portfolio”) investments primarily consist of investments that are not consistent with the typical profiles for our LMM, Private Loan or Middle Market or Private Loan portfolio investments, including investments which may be managed by third parties. In our Other Portfolio, we may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.

Subject to changes in our cash and overall liquidity, as well as our capital structure management activities, our Investment Portfolio may also include short-term portfolio investments that are atypical of our LMM, Private Loan and Middle Market and Private Loan portfolio investments in that they are intended to be a short-term deployment of capital. These assets are typically expected to be liquidated in one year or less and are not expected to be a significant portion of the overall Investment Portfolio.

Our external asset management business is conducted through MSC Adviser I, LLC (the “External Investment Manager”). The External Investment Manager earns management fees based on the assets under management for external parties and may earn incentive fees, or a carried interest, based on the performance of the assets managed. We have entered into an agreement with the External Investment Manager to share employees in connection with its asset management business generally, and specifically for its relationship with MSC Income Fund, Inc. (“MSC Income”), formerly known as HMS Income Fund, Inc., and its other investment advisory clients. Through this agreement, we share

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employees with the External Investment Manager, including their related infrastructure, business relationships, management expertise and capital raising capabilities.

During May 2012, we entered into an investment sub advisory agreement with HMS Adviser, LP (“HMS Adviser”), which was the investment adviser to MSC Income at the time, to provide certain investment advisory services to HMS Adviser. In December 2013, after obtaining required no action relief from the SEC to allow us to own a registered investment adviser, we assigned the sub advisory agreement to the External Investment Manager since the fees received from such arrangement could otherwise have negative consequences on our ability to meet the source of income requirement necessary for us to maintain our RIC tax treatment. Under the investment sub advisory agreement, the External Investment Manager was entitled to 50% of the annual base management fee and the incentive fees earned by HMS Adviser under its advisory agreement with MSC Income. Effective October 30, 2020, the External Investment Manager and HMS Adviser consummated the transactions contemplated by that certain asset purchase agreement by and among the External Investment Manager, HMS Adviser and the other parties thereto whereby the External Investment Manager became the sole investment adviser and administrator to MSC Income pursuant to an Investment Advisory and Administrative Services Agreement entered into between the External Investment Manager and MSC Income (the “Advisory Agreement”). The Advisory Agreement includes a 1.75% annual management fee, reduced from 2.00% previously, and the same incentive fee as under MSC Income’s prior advisory agreement with HMS Adviser, with the External Investment Manager receiving 100% of such fee income (increased from 50% previously).

In April 2014, we received an exemptive order from the SEC permitting co-investments by us and MSC Income in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. During December 2020, we received an amended exemptive order from the SEC permitting co-investments by us, MSC Income and other funds advised by the External Investment Manager in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. We have made co-investments with MSC Income and the Private Loan Fund (as defined below), and in the future intend to make co-investments with MSC Income, the Private Loan Fund and other funds advised by the External Investment Manager, in accordance with the conditions of the order. The order requires, among other things, that we and the External Investment Manager consider whether each such investment opportunity is appropriate for us and the External Investment Manager’s advised clients, including MSC Income, as applicable, and if it is appropriate, to propose an allocation of the investment opportunity between such parties. Because the External Investment Manager may receive performance-based fee compensation from funds advised by the External Investment Manager, including MSC Income and the Private Loan Fund, this may provide the Company and the External Investment Manager an incentive to allocate opportunities to other participating funds instead of us. However, both we and the External Investment Manager have policies and procedures in place to manage this conflict, including oversight by the independent members of our Board of Directors.

The External Investment Manager launched its first private fund, MS Private Loan Fund I, LP, a private investment fund with a strategy to co-invest with Main Street in Private Loan portfolio investments (the “Private Loan Fund”), in December 2020. The External Investment Manager entered into an Investment Management Agreement in December 2020 with the Private Loan Fund, pursuant to which the External Investment Manager provides investment advisory and management services to the Private Loan Fund in exchange for an asset-based fee and certain incentive fees.

The External Investment Manager earned base management fee income of $4.6 million and $2.3 million during the three months ended September 30, 2021 and 2020, respectively, and $12.7 million and $7.2 million during the nine months ended September 30, 2021 and 2020, respectively. During the three and nine months ended September 30, 2021, an insignificant amount of incentive fee income was earned, while no incentive fee income was earned in the three and nine months ended September 30, 2020.

We allocate certain expenses to the External Investment Manager pursuant to the sharing agreement between it and MSCC. Our total expenses are net of expenses allocated to the External Investment Manager for the three months ended September 30, 2021 and 2020 of $2.7 million and $1.9 million, respectively, and for the nine months ended September 30, 2021 and 2020 of $7.7 million and $5.3 million, respectively. The total contribution of the External Investment Manager to our net investment income consists of the combination of the expenses allocated to the External Investment Manager and the dividend income earned from the External Investment Manager. The total contribution to our net investment income was $4.2 million and $2.2 million for the three months ended September 30, 2021 and 2020, respectively, and $11.6 million and $6.7 million for the nine months ended September 30, 2021 and 2020, respectively.

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See “Note C – Fair Value Hierarchy for Investments and Debentures – Portfolio Composition – Investment Portfolio Composition” in the notes to consolidated financial statements for a summary of Main Street’s investments in the LMM, Middle Market and Private Loan portfolios as of September 30, 2021 and December 31, 2020.

Our portfolio investments are generally made through MSCC, the Taxable Subsidiaries and the Funds. MSCC, the Taxable Subsidiaries and the Funds share the same investment strategies and criteria, although they are subject to different regulatory regimes. An investor’s return in MSCC will depend, in part, on the Taxable Subsidiaries’ and the Funds’ investment returns as they are wholly ownedwholly-owned subsidiaries of MSCC.

The level of new portfolio investment activity will fluctuate from period to period based upon our view of the current economic fundamentals, our ability to identify new investment opportunities that meet our investment criteria,
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and our ability to consummate the identified opportunities. The level of new investment activity, and associated interest and fee income, will directly impact future investment income. In addition, the level of dividends paid by portfolio companies and the portion of our portfolio debt investments on non-accrual status will directly impact future investment income. While we intend to grow our portfolio and our investment income over the long term, our growth and our operating results may be more limited during depressed economic periods. However, we intend to appropriately manage our cost structure and liquidity position based on applicable economic conditions and our investment outlook. The level of realized gains or losses and unrealized appreciation or depreciation on our investments will also fluctuate depending upon portfolio activity, economic conditions and the performance of our individual portfolio companies. The changes in realized gains and losses and unrealized appreciation orand depreciation could have a material impact on our operating results.

Because we are internally managed, we do not pay any external investment advisory fees, but instead directly incur the operating costs associated with employing investment and portfolio management professionals. We believe that our internally managed structure provides us with a better alignment of interests between our management team, our employees and our shareholders, and a beneficial operating expense structure when compared to other publicly traded and privately held investment firms which are externally managed, and ourmanaged. Our internally managed structure allows us the opportunity to leverage our non-interest operating expenses as we grow our Investment Portfolio and our External Investment Manager’s asset management business. The ratio of our total operating expenses, excluding interest expense, as a percentage of our quarterly average total assets was 1.5%1.4% and 1.3%1.5%, respectively, for the trailing twelve months ended September 30, 2022 and 2021, respectively, and 2020, and 1.3%1.5% for the year ended December 31, 2020.2021. The ratio of our total operating expenses, including interest expense, as a percentage of our quarterly average total assets was 3.4% and 3.2%, respectively,3.3% for each of the trailing twelve months ended September 30, 2022 and 2021, and 2020, and 3.2%3.4% for the year ended December 31, 2020.2021. Our ratio of expenses as a percentage of our average net asset value is described in greater detail in Note F – Financial Highlights to the consolidated financial statements included in “ItemItem 1. Consolidated Financial Statements”Statements of this Quarterly Report on Form 10-Q.

The External Investment Manager serves as the investment adviser and administrator to MSC Income pursuant to an Investment Advisory and Administrative Services Agreement entered into in October 2020 between the External Investment Manager and MSC Income (the “Advisory Agreement”). Under the Advisory Agreement, the External Investment Manager earns a 1.75% annual base management fee on MSC Income’s average total assets, an incentive fee equal to 20% of pre-investment fee net investment income above a specified investment return hurdle rate and a 20% incentive fee on cumulative net realized capital gains in exchange for providing advisory services to MSC Income.
Additionally, the External Investment Manager has entered into an Investment Management Agreement with MS Private Loan Fund I, LP, a private investment fund with a strategy to co-invest with Main Street in Private Loan portfolio investments (the “Private Loan Fund”), pursuant to which the External Investment Manager provides investment advisory and management services to the Private Loan Fund in exchange for an asset-based fee and certain incentive fees. The External Investment Manager may also advise other clients, including funds and separately managed accounts, pursuant to advisory and services agreements with such clients in exchange for asset-based and incentive fees.
The External Investment Manager provides administrative services for certain External Party clients that, to the extent not waived, are reported as administrative services fees. The administrative services fees generally represent expense reimbursements for a portion of the compensation, overhead and related expenses for certain professionals directly attributable to performing administrative services for clients. These fees are recognized as other revenue in the period in which the related services are rendered.
The External Investment Manager earns management fees based on the assets of the funds and accounts under management and may earn incentive fees, or a carried interest, based on the performance of the funds and accounts managed. The total contribution of the External Investment Manager to our net investment income consists of the combination of the expenses allocated to the External Investment Manager and the dividend income earned from the External Investment Manager. The total contribution to our net investment income was $5.0 million and $4.2 million for the three months ended September 30, 2022 and 2021, respectively. The External Investment Manager earned base management fee income of $5.5 million and $4.6 million during the three months ended September 30, 2022 and 2021, respectively. During the three months ended September 30, 2022, the External Investment Manager did not earn incentive fee income. Incentive fee income earned in the three months ended September 30, 2021 was not significant. During the three months ended September 30, 2022, the External Investment Manager earned $0.2 million in administrative services fee income. No administrative services fee income was earned in the three months ended September 30, 2021. Our total expenses are net of expenses allocated to the External Investment Manager for the three months ended September 30, 2022 and 2021 of $3.3 million and $2.7 million, respectively. The total contribution to our net investment income was $15.2 million and $11.6 million for the nine months ended September 30, 2022 and 2021,
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respectively. The External Investment Manager earned base management fee income of $16.3 million and $12.7 million during the nine months ended September 30, 2022 and 2021, respectively. Incentive fee income earned during the nine months ended September 30, 2022 and 2021, respectively, was not significant. During the nine months ended September 30, 2022, the External Investment Manager earned $0.5 million in administrative services fee income. No administrative services fee income was earned in the nine months ended September 30, 2021. Our total expenses are net of expenses allocated to the External Investment Manager for the nine months ended September 30, 2022 and 2021 of $9.6 million and $7.7 million, respectively.
We have received an exemptive order from the SEC permitting co-investments among us, MSC Income and other funds and clients advised by the External Investment Manager in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. We have made co-investments with, and in the future intend to continue to make co-investments with MSC Income, the Private Loan Fund and other clients advised by the External Investment Manager, in accordance with the conditions of the order. The order requires, among other things, that we and the External Investment Manager consider whether each such investment opportunity is appropriate for us and the External Investment Manager’s advised clients, as applicable, and if it is appropriate, to propose an allocation of the investment opportunity between such parties. Because the External Investment Manager may receive performance-based fee compensation from funds and clients advised by the External Investment Manager, this may provide the Company and the External Investment Manager an incentive to allocate opportunities to other participating funds and clients instead of us. However, both we and the External Investment Manager have policies and procedures in place to manage this conflict, including oversight by the independent members of our Board of Directors. Additional information regarding the operation of the co-investment program is set forth in the order granting exemptive relief, which may be reviewed on the SEC’s website at www.sec.gov. In addition to the co-investment program described above, we also co-invest in syndicated deals and other transactions where only price is negotiated by us and our affiliates.
INVESTMENT PORTFOLIO SUMMARY
The following tables provide a summary of our investments in the LMM, Private Loan and Middle Market portfolios as of September 30, 2022 and December 31, 2021 (this information excludes the Other Portfolio investments, short-term portfolio investments and the External Investment Manager which are discussed further below):
As of September 30, 2022
LMM (a)Private LoanMiddle Market
(dollars in millions)
Number of portfolio companies75 87 33 
Fair value$1,910.9 $1,476.9 $354.3 
Cost$1,593.7 $1,523.8 $419.4 
Debt investments as a % of portfolio (at cost)73.0 %97.1 %94.4 %
Equity investments as a % of portfolio (at cost)27.0 %2.9 %5.6 %
% of debt investments at cost secured by first priority lien99.1 %99.9 %98.8 %
Weighted-average annual effective yield (b)11.8 %9.9 %9.6��%
Average EBITDA (c)$7.7 $41.9 $70.7 
____________________
(a)At September 30, 2022, we had equity ownership in all of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 41%.
(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of September 30, 2022, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield on our debt portfolio as of September 30, 2022 including debt investments on non-accrual status was 11.1% for our LMM portfolio, 9.6% for our Private Loan portfolio and 9.1% for our Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.
(c)The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Private Loan and Middle Market portfolios. These calculations exclude certain portfolio companies, including three LMM portfolio companies and two Private Loan portfolio companies, as EBITDA is not a meaningful valuation
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metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.
As of December 31, 2021
LMM (a)Private LoanMiddle Market
(dollars in millions)
Number of portfolio companies737536
Fair value$1,716.4$1,141.8$395.2
Cost$1,455.7$1,157.5$440.9
Debt investments as a % of portfolio (at cost)70.9 %95.7 %93.3 %
Equity investments as a % of portfolio (at cost)29.1 %4.3 %6.7 %
% of debt investments at cost secured by first priority lien99.0 %98.7 %98.7 %
Weighted-average annual effective yield (b)11.2 %8.2 %7.5 %
Average EBITDA (c)$6.2$41.3$76.0
____________________
(a)At December 31, 2021, we had equity ownership in all of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 40%.
(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2021, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield on our debt portfolio as of December 31, 2021 including debt investments on non-accrual status was 10.6% for our LMM portfolio, 8.0% for our Private Loan portfolio and 6.9% for our Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.
(c)The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Private Loan and Middle Market portfolios. These calculations exclude certain portfolio companies, including three LMM portfolio companies, three Private Loan portfolio companies and one Middle Market portfolio company, as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.
For the three months ended September 30, 2022 and 2021, we achieved an annualized total return on investments of 10.5% and 18.0%, respectively. For the nine months ended September 30, 2022 and 2021, we achieved an annualized total return on investments of 9.6% and 16.6%, respectively. For the year ended December 31, 2021, we achieved a total return on investments of 16.6%. Total return on investments is calculated using the interest, dividend and fee income, as well as the realized and unrealized change in fair value of the Investment Portfolio for the specified period. Our total return on investments is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.
As of September 30, 2022, we had Other Portfolio investments in 14 companies, collectively totaling $117.0 million in fair value and $121.3 million in cost basis and which comprised 2.9% and 3.3% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2021, we had Other Portfolio investments in 13 companies, collectively totaling $166.1 million in fair value and $173.7 million in cost basis and which comprised 4.7% and 5.3% of our Investment Portfolio at fair value and cost, respectively.
As previously discussed, the External Investment Manager is a wholly-owned subsidiary that is treated as a portfolio investment. As of September 30, 2022, this investment had a fair value of $112.5 million and a cost basis of $29.5 million, which comprised 2.8% and 0.8% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2021, this investment had a fair value of $140.4 million and a cost basis of $29.5 million, which comprised 3.9% and 0.9% of our Investment Portfolio at fair value and cost, respectively.
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CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. Critical accounting policies are those that require management to make subjective or complex judgments about the effect of matters that are inherently uncertain and may change in subsequent periods. Changes that may be required in the underlying assumptions or estimates in these areas could have a material impact on our current and future financial condition and results of operations.

Management has discussed the development and selection of each critical accounting policy and estimate with the Audit Committee of the Board of Directors. Our critical accounting policies and estimates include the Investment Portfolio Valuation and Revenue Recognition policies described below. Our significant accounting policies are described in greater detail in Note B B—Summary of Significant Accounting Policies to the consolidated financial statements included in “ItemItem 1. Consolidated Financial Statements”Statements of this Quarterly Report on Form 10-Q.

Investment Portfolio Valuation

The most significant determination inherent in the preparation of our consolidated financial statements is the valuation of our Investment Portfolio and the related amounts of unrealized appreciation and depreciation. We consider

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this determination to be a critical accounting estimate, given the significant judgments and subjective measurements required. As of both September 30, 20212022 and December 31, 20202021, our Investment Portfolio valued at fair value represented approximately 96% and 97% of our total assets, respectively.assets. We are required to report our investments at fair value. We follow the provisions of FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires us to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact. See “NoteNote B.1.—Valuation of the Investment Portfolio”Portfolio included in the notes to consolidated financial statementsItem 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for a detailed discussion of our investment portfolio valuation process and procedures.

Due to the inherent uncertainty in the valuation process, our determination of fair value for our Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. We determine the fair value of each individual investment and record changes in fair value as unrealized appreciation or depreciation.

The

In December 2020, the SEC recently adopted new Rule 2a-5 under the 1940 Act, which permits a BDC’s board of directors to designate its executive officers or investment adviser as a valuation designee to determine the fair value for its investment portfolio, subject to the active oversight of the board. Our boardBoard of directorsDirectors has approved policies and procedures pursuant to Rule 2a-5 (the “Valuation Procedures”) and has designated a group of our executive officers to serve as the Board’sBoard of Directors’ valuation designee. We adopted the Valuation Procedures effective April 1, 2021. We believe our investment portfolioInvestment Portfolio as of September 30, 20212022 and December 31, 20202021 approximates fair value as of those dates based on the markets in which we operate and other conditions in existence on those reporting dates.

Revenue Recognition

Interest and Dividend Income

We record interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. In accordance with our valuation policies, we evaluate accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service all of its debt or other obligations,obligation, we will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security’s status significantly
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improves regarding the debtor’s ability to service the debt or other obligations,obligation, or if a loan or debt security is sold or written off, we remove it from non-accrual status.

Fee Income

We may periodically provide services, including structuring and advisory services to our portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are deferred and accreted into income over the life of the financing.

Payment-in-Kind (“PIK”) Interest and Cumulative Dividends

We hold certain debt and preferred equity instruments in our Investment Portfolio that contain PIK interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of

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these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed below)in Note B.9.—Summary of Significant Accounting Policies—Income Taxes included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though we may not have collected the PIK interest and cumulative dividends in cash. We stop accruing PIK interest and cumulative dividends and write off any accrued and uncollected interest and dividends in arrears when we determine that such PIK interest and dividends in arrears are no longer collectible. For the three months ended September 30, 2022 and 2021, (i) 1.2% and 2020, (i) approximately 2.1% and 3.7%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately0.3% and 0.6% and 0.7%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash. For the nine months ended September 30, 2022 and 2021, and 2020, (i) approximately 3.0%1.3% and 3.0%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 0.6%0.5% and 0.6%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash.

INVESTMENT PORTFOLIO COMPOSITION

The following tables summarize the composition of our total combined LMM portfolio investments, Middle MarketPrivate Loan portfolio investments and Private LoanMiddle Market portfolio investments at cost and fair value by type of investment as a percentage of the total combined LMM portfolio investments, Middle MarketPrivate Loan portfolio investments and Private LoanMiddle Market portfolio investments as of September 30, 20212022 and December 31, 20202021 (this information excludes the Other Portfolio, short-term portfolio investments and the External Investment Manager).

​

​

​

​

​

​

​

Cost:

 

September 30, 2021

 

December 31, 2020

​

Cost:September 30, 2022December 31, 2021

First lien debt

 

80.5

%  

77.0

%

​

First lien debt85.4 %82.5 %

Equity

 

17.6

%  

19.0

%

​

Equity13.9 16.2 

Second lien debt

 

1.1

%  

2.7

%

​

Second lien debt0.1 0.6 

Equity warrants

 

0.3

%  

0.5

%

​

Equity warrants0.2 0.3 

Other

 

0.5

%  

0.8

%

​

Other0.4 0.4 

​

 

100.0

%  

100.0

%

​

100.0 %100.0 %

​

​

​

​

​

​

​

Fair Value:

 

September 30, 2021

 

December 31, 2020

​

 

Fair Value:September 30, 2022December 31, 2021

First lien debt

 

71.6

%  

70.0

%

 

First lien debt76.1 %74.3 %

Equity

 

26.7

%  

26.4

%

 

Equity23.2 24.6 

Second lien debt

 

1.0

%  

2.4

%

 

Second lien debt0.2 0.5 

Equity warrants

 

0.3

%  

0.4

%

 

Equity warrants0.1 0.2 

Other

 

0.4

%  

0.8

%

 

Other0.4 0.4 

​

 

100.0

%  

100.0

%

 

100.0 %100.0 %

​

Our LMM portfolio investments, Middle MarketPrivate Loan portfolio investments and Private LoanMiddle Market portfolio investments carry a number of risks including: (1) investing in companies which may have limited operating histories and financial
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resources; (2) holding investments that generally are not publicly traded and which may be subject to legal and other restrictions on resale; and (3) other risks common to investing in below investment gradeinvestment-grade debt and equity investments in our Investment Portfolio. Please see “Risk“Item 1A. Risk Factors—Risks Related to Ourour Investments” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202021 for a more complete discussion of the risks involved with investing in our Investment Portfolio.

PORTFOLIO ASSET QUALITY

We utilize an internally developed investment rating system to rate the performance of each LMM, Private Loan and Middle Market portfolio company and to monitor our expected level of returns on each of our LMM, Private Loan and Middle Market investments in relation to our expectations for the portfolio company. The investment rating system takes into consideration various factors, including each investment’s expected level of returns, the collectability of our debt investments and the ability to receive a return of the invested capital in our equity investments, comparisons to competitors and other industry participants, the portfolio company’s future outlook and other factors that are deemed to be significant to the portfolio company.

As of September 30, 2021,2022, our total Investment Portfolio had eight11 investments on non-accrual status, which comprised approximately 0.9%0.8% of its fair value and 3.5%3.7% of its cost. As of December 31, 2020,2021, our total Investment

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Portfolio had sevennine investments on non-accrual status, which comprised approximately 1.3%0.7% of its fair value and 3.6%3.3% of its cost.

The operating results of our portfolio companies are impacted by changes in the broader fundamentals of the United States economy. In periods during which the United States economy contracts, as it did due to the impact of COVID-19, it is likely that the financial results of small to mid-sized companies, like those in which we invest, could experience deterioration or limited growth from current levels, which could ultimately lead to difficulty in meeting their debt service requirements, to an increase in defaults on our debt investments or in realized losses on our investments and to difficulty in maintaining historical dividend payment rates and unrealized appreciation on our equity investments. Consequently, we can provide no assurance that the performance of certain portfolio companies will not be negatively impacted by future economic cycles or other conditions, which could also have a negative impact on our future results.

DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

Comparison of the three months ended September 30, 20212022 and September 30, 2020

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

​

​

​

 

​

​

​

September 30, 

​

Net Change

​

​

    

2021

    

2020

    

Amount

    

%

    

​

​

(dollars in thousands)

​

Total investment income

​

$

76,779

​

$

51,954

​

$

24,825

 

48

%

​

Total expenses

​

 

(27,475)

​

 

(21,492)

​

 

(5,983)

 

28

%

​

Net investment income

​

 

49,304

​

 

30,462

​

 

18,842

 

62

%

​

Net realized gain (loss) from investments

​

 

8,305

​

 

(13,874)

​

 

22,179

​

NM

​

​

Net unrealized appreciation (depreciation) from investments

​

 

38,631

​

 

63,114

​

 

(24,483)

​

NM

​

​

Income tax benefit (provision)

​

 

(12,284)

​

 

(1,507)

​

 

(10,777)

​

NM

​

​

Net increase in net assets resulting from operations

​

$

83,956

​

$

78,195

​

$

5,761

 

7

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

​

​

​

 

​

​

​

September 30, 

​

Net Change

​

​

    

2021

    

2020

    

Amount

    

%

    

​

​

(dollars in thousands, except per share amounts)

​

Net investment income

​

$

49,304

​

$

30,462

​

$

18,842

 

62

%

​

Share‑based compensation expense

​

 

2,869

​

 

2,561

​

 

308

 

12

%

​

Distributable net investment income(a)

​

$

52,173

​

$

33,023

​

$

19,150

 

58

%

​

Net investment income per share—Basic and diluted

​

$

0.71

​

$

0.46

​

$

0.25

 

54

%

​

Distributable net investment income per share—Basic and diluted(a)

​

$

0.76

​

$

0.50

​

$

0.26

 

52

%

​

2021

NM

Not Meaningful

(a)Distributable net investment income is net investment income as determined in accordance with U.S. GAAP, excluding the impact of share-based compensation expense which is non-cash in nature. We believe presenting distributable net investment income and related per share amounts is useful and appropriate supplemental disclosure of information for analyzing our financial performance since share-based compensation does not require settlement in cash. However, distributable net investment income is a non-U.S. GAAP measure and should not be considered as a replacement to net investment income and other earnings measures presented in accordance with U.S. GAAP. Instead, distributable net investment income should be reviewed only in connection with such U.S. GAAP measures in analyzing our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment income is presented in the table above.
Set forth below is a comparison of the results of operations, and a reconciliation of net investment income to distributable net investment income, for the three months ended September 30, 2022 and September 30, 2021.

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Three Months Ended
September 30,		Net Change
20222021Amount%
(dollars in thousands)
Total investment income$98,387 $76,779 $21,608 28 %
Total expenses(35,939)(27,475)(8,464)31 %
Net investment income62,448 49,304 13,144 27 %
Net realized gain from investments5,031 8,305 (3,274)NM
Net unrealized appreciation (depreciation) from investments(10,081)38,631 (48,712)NM
Income tax provision(2,060)(12,284)10,224 NM
Net increase in net assets resulting from operations$55,338 $83,956 $(28,618)(34)%
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Three Months Ended
September 30,		Net Change
20222021Amount%
(dollars in thousands, except per share amounts)
Net investment income$62,448 $49,304 $13,144 27 %
Share‑based compensation expense3,617 2,869 748 26 %
Deferred compensation benefit(298)(22)(276)NM
Distributable net investment income (a)$65,767 $52,151 $13,616 26 %
Net investment income per share—Basic and diluted$0.83 $0.71 $0.12 17 %
Distributable net investment income per share—Basic and diluted (a)$0.88 $0.76 $0.12 16 %
____________________
NM    Net change % not meaningful
(a)Distributable net investment income is net investment income as determined in accordance with U.S. GAAP, excluding the impacts of share-based compensation expense and deferred compensation expense or benefit. We believe presenting distributable net investment income and the related per share amounts is useful and appropriate supplemental disclosure for analyzing our financial performance since share-based compensation does not require settlement in cash and deferred compensation expense or benefit does not result in a net cash impact to Main Street upon settlement. However, distributable net investment income is a non-U.S. GAAP measure and should not be considered as a replacement for net investment income or other earnings measures presented in accordance with U.S. GAAP and should be reviewed only in connection with such U.S. GAAP measures in analyzing our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment income is detailed in the table above.
Investment Income

Total investment income for the three months ended September 30, 20212022 was $76.8$98.4 million, a 48%28% increase from the $52.0$76.8 million of total investment income for the corresponding period of 2020.2021. The following table provides a summary of the changes in the comparable period activity.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

​

​

​

​

​

​

​

September 30, 

​

Net Change

​

​

​

2021

​

2020

​

Amount

​

%

​

​

​

​

(dollars in thousands)

​

​

Interest income

​

$

50,468

​

$

42,138

​

$

8,330

​

20

%

(a)

Dividend income

​

​

23,012

​

​

8,106

​

​

14,906

​

184

%

(b)

Fee income

​

​

3,299

​

​

1,710

​

​

1,589

​

93

%

(c)

Total investment income

​

$

76,779

​

$

51,954

​

$

24,825

​

48

%

(d)

Three Months Ended
September 30,		Net Change
20222021Amount%
(dollars in thousands)
Interest income$75,023 $50,468 $24,555 49 %(a)
Dividend income19,424 23,012 (3,588)(16)%(b)
Fee income3,940 3,299 641 19 %(c)
Total investment income$98,387 $76,779 $21,608 28 %(d)

​

(a)The increase in interest income is primarily related to (i) a $5.8 million increase related to higher average levels of Investment Portfolio debt investments and (ii) a $2.5 million increase related to repayment, repricing and other activities related to certain Investment Portfolio debt investments.
(b)The increase in dividend income from Investment Portfolio equity investments is primarily a result of (i) improved operating results, financial condition and liquidity positions of certain of our portfolio companies following the impacts from the COVID-19 pandemic in 2020 and (ii) a $4.7 million increase related to elevated dividend income considered to be less consistent or non-recurring.
(c)The increase in fee income is primarily related to (i) a $0.9 million increase related to elevated repricing and prepayment activity related to certain Investment Portfolio debt investments and (ii) a $0.7 million increase related to higher originations of Investment Portfolio investments.
(d)The increase in total investment income includes the impact of (i) a $4.7 million increase in dividend income considered less consistent or non-recurring and (ii) a $3.5 million increase in accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments.
____________________

(a)The increase in interest income was primarily due to (i) higher average levels of Investment Portfolio debt investments primarily from (a) net origination activity in the fourth quarter of 2021 of $209.7 million and $290.4 million in our LMM and Private Loan portfolios, respectively, and (b) net origination activity of $136.9 million and $360.8 million in our LMM and Private Loan portfolios, respectively, for the nine months ended September 30, 2022 and (ii) an increase in floating interest rates on Investment Portfolio debt investments based upon the increase in market index rates to which such floating interest rates are indexed. These increases were partially offset by a $3.3 million decrease in accelerated, prepayment, repricing and other activity related to certain investment portfolio debt investments.
(b)The decrease in dividend income from Investment Portfolio equity investments was primarily a result of a $4.7 million decrease related to dividend income considered to be less consistent or non-recurring, partially offset by continued strong dividend income from a variety of portfolio companies and the improved operating results, financial condition and liquidity positions of certain of our portfolio companies.
(c)The increase in fee income was primarily related to a $1.5 million increase related to higher originations of Investment Portfolio investments as discussed above, partially offset by a $0.8 million decrease from refinancing and prepayment of debt investments.
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(d)The increase in total investment income includes a net reduction of $8.0 million in the impact of certain income considered less consistent or non-recurring, including a $4.7 million decrease in dividend income and a $3.3 million decrease in total accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments.
Expenses

Total expenses for the three months ended September 30, 2021 was $27.52022 were $35.9 million, a 28%31% increase from the $21.5$27.5 million in the corresponding period of 2020.2021. The following table provides a summary of the changes in the comparable period activity.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

​

​

​

​

​

​

​

September 30, 

​

Net Change

​

​

​

2021

​

2020

​

Amount

​

%

​

​

​

​

(dollars in thousands)

​

​

Employee compensation expenses

​

$

9,598

​

$

4,407

​

$

5,191

​

118

%

(a)

Deferred compensation plan expense

​

​

(22)

​

​

573

​

​

(595)

​

(104)

%

(b)

Total compensation expense

​

​

9,576

​

​

4,980

​

​

4,596

​

92

%

​

G&A expense

​

​

3,047

​

​

3,354

​

​

(307)

​

(9)

%

​

Interest expense

​

​

14,711

​

​

12,489

​

​

2,222

​

18

%

(c)

Share-based compensation expense

​

​

2,869

​

​

2,561

​

​

308

​

12

%

​

Gross expenses

​

​

30,203

​

​

23,384

​

​

6,819

​

29

%

​

Allocation of expenses to the External Investment Manager

​

​

(2,728)

​

​

(1,892)

​

​

(836)

​

44

%

(d)

Total expenses

​

$

27,475

​

$

21,492

​

$

5,983

​

28

%

​

​

(a)The increase in employee compensation expenses was primarily due to incentive compensation accruals generally corresponding with our improved operating results.
(b)The change in the non-cash deferred compensation plan expense is due to changes in the fair value of our deferred compensation plan assets, which are correlated with changes in the overall stock market and is not directly attributable to our operating activities or results.

109

Three Months Ended
September 30,		Net Change
20222021Amount%
(dollars in thousands)
Cash compensation$10,702 $9,599 $1,104 11 %(a)
Deferred compensation plan expense (benefit)(298)(22)(276)NM(b)
Compensation10,404 9,576 828 9 %
General and administrative4,018 3,047 971 32 %
Interest21,234 14,711 6,523 44 %(c)
Share-based compensation3,617 2,869 748 26 %
Gross expenses39,273 30,204 9,070 30 %
Expenses allocated to the External Investment Manager(3,334)(2,728)(606)22 %
Total expenses$35,939 $27,476 $8,464 31 %
____________________
(a)The increase in cash compensation was primarily related to increased headcount, base compensation rates and incentive compensation accruals.

Table(b)The change in the non-cash deferred compensation plan expense was due to the comparable period reduction to compensation expense resulting from a decrease in the fair value of Contents

deferred compensation plan assets and corresponding liabilities of the Main Street Capital Corporation Deferred Compensation plan (see “Related Party Transactions and Agreements” below) (the “Deferred Compensation Plan”) in the third quarter of 2022 compared to an increase in such fair values in the corresponding period of 2021.
(c)The increase in interest expense is primarily related to greater amounts of borrowings due to our 3.00% Notes (as defined in “—Liquidity and Capital Resources—Capital Resources” below) issued in January 2021.
(d)The increase in the allocation of expenses to the External Investment Manager primarily relates to the impact of the transaction in October 2020, whereby the External Investment Manager became the sole investment adviser to MSC Income.
(c)The increase in interest expense was primarily related to (i) increased borrowings to support our investment activity, including borrowings under our multi-year revolving credit facility (our “Credit Facility”) and an aggregate of $200.0 million in principal amount of our 3.00% Notes (as defined in “—Liquidity and Capital Resources—Capital Resources” below) issued in October 2021 and (ii) the increased interest rate under our Credit Facility as a result of increases to market index rates.

Net Investment Income

Net investment income for the three months ended September 30, 20212022 increased 62%27% to $49.3$62.4 million, or $0.71$0.83 per share, compared to net investment income of $30.5$49.3 million, or $0.46$0.71 per share, for the corresponding period of 2020.2021. The increase in net investment income and net investment income per share was principally attributable to the 48% increase in total investment income, partially offset by the 28% increase in totalhigher operating expenses, both as discussed above,above. The increase in net investment income per share reflects these changes and the 4%impact of the increase in weighted average shares outstanding to 69.0 million for the three months ended September 30, 2021,2022, primarily due to (i) shares issued through theour our public offering in August 2022 and our ATM Program (as defined in “—Liquidity and Capital Resources—Capital Resources” below), (ii) shares issued pursuant tothrough our equity incentive plans and (iii) shares issued pursuant tothrough our dividend reinvestment plan.plan, in each case over the last twelve months. The increase in net investment income on a per share basis includes (i) an increase of $0.07a $0.12 per share decrease in investment income from dividend income activity considered to be less consistent or non-recurring, and (ii) an increase of $0.05 per share related to higher accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments, as discussed above, and (iii) an increase of $0.01 per share due to the decrease in compensation expense related to our deferred compensation plan, primarily attributable to changes in the fair value of the deferred compensation plan assets.

above.

Distributable Net Investment Income

Distributable net investment income for the three months ended September 30, 20212022 increased 58%26% to $65.8 million, or $0.88 per share, compared with $52.2 million, or $0.76 per share, compared with $33.0 million, or $0.50 per share, in the corresponding period of 2020.2021. The
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Table of contents

increase in distributable net investment income and distributable net investment income per share was primarily due to the increased level of total investment income, partially offset by (i)higher operating expenses, excluding the increase in total expenses, excludingimpact of share-based compensation expense and (ii) a greater number of average shares outstanding compared to the corresponding period in 2020, alldeferred compensation expense (benefit), both as describeddiscussed above. The increase in distributable net investment income per share includesreflects the impactsnet impact of (i) the increase in weighted average shares outstanding for the three months ended September 30, 2022, primarily due to (i) shares issued through our our public offering in August 2022 and our ATM Program, (ii) shares issued through our equity incentive plans and (iii) shares issued through our dividend reinvestment plan, in each case over the last twelve months. The increase in distributable net investment income from dividend activityon a per share basis includes a $0.12 per share decrease in investment income considered to be less consistent or non-recurring, and an increase in accelerated prepayment, repricing and other income activity related to certain Investment Portfolio debt investments and (ii) the decrease in compensation expense attributable to the change in the fair value of the deferred compensation plan assets during the third quarter of 2021, both as discussed above.

Net Realized Gain (Loss) from Investments

The following table provides a summary of the primary components of the total net realized gain on investments of $8.3$5.0 million for the three months ended September 30, 2021:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 2021

​

​

Full Exits

​

Partial Exits

​

Restructures

​

Other (a)

​

Total (a)

​

​

Net Gain/(Loss)

​

# of Investments

​

Net Gain/(Loss)

​

# of Investments

​

Net Gain/(Loss)

​

# of Investments

​

Net Gain/(Loss)

​

Net Gain/(Loss)

​

​

(dollars in thousands)

LMM Portfolio

​

$

13,275

​

2

​

$

-

​

-

​

$

-

​

-

​

$

(362)

​

$

12,913

Middle Market Portfolio

​

​

-

​

-

​

​

-

​

-

​

​

(4,528)

​

1

​

​

43

​

​

(4,485)

Private Loan Portfolio

​

​

-

​

-

​

​

-

​

-

​

​

-

​

-

​

​

(31)

​

��

(31)

Other Portfolio

​

​

-

​

-

​

​

-

​

-

​

​

-

​

-

​

​

(101)

​

​

(101)

Short-term Portfolio

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

9

​

​

9

Total net realized gain/(loss)

​

$

13,275

​

2

​

$

-

​

-

​

$

(4,528)

​

1

​

$

(442)

​

$

8,305

​

(a)Other activity includes realized gains and losses from transactions involving 16 portfolio companies which are not considered to be significant individually or in the aggregate.

​

2022:

110

Table of Contents

Three Months Ended September 30, 2022
Full ExitsPartial ExitsRestructuresOther (a)Total
Net Gain/(Loss)# of InvestmentsNet Gain/(Loss)# of InvestmentsNet Gain/(Loss)# of InvestmentsNet Gain/(Loss)Net Gain/(Loss)
(dollars in thousands)
LMM portfolio$— —$— —$(5,822)1$— $(5,822)
Private Loan portfolio8,855 3— —— —257 9,112 
Middle Market portfolio1,038 1— —— —153 1,191 
Other Portfolio— —550 1— —— 550 
Short-term portfolio— —— —— —— — 
Total net realized gain/(loss)$9,893 4$550 1$(5,822)1$410 $5,031 

____________________

(a)Other activity includes realized gains and losses from transactions involving eight portfolio companies which are not considered to be significant individually or in the aggregate.
Net Unrealized Appreciation (Depreciation)

​

The following table provides a summary of the total net unrealized appreciationdepreciation of $38.6$10.1 million for the three months ended September 30, 2021:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 2021

​

​

​

​

​

Middle

​

Private

​

​

​

​

​

​

​

    

LMM(a)

    

Market

    

Loan

    

Other

​

Total

​

 

(dollars in millions)

Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized during the current period

​

$

(9.6)

​

$

(0.3)

​

$

(1.4)

​

$

0.2

​

$

(11.1)

Net unrealized appreciation relating to investments

​

 

27.9

​

 

2.9

​

 

3.2

​

 

15.7

(b)

 

49.7

Total net unrealized appreciation relating to investments

​

$

18.3

​

$

2.6

​

$

1.8

​

$

15.9

​

$

38.6

2022:
Three Months Ended September 30, 2022
LMM(a)Private
Loan		Middle
Market		OtherTotal
(dollars in millions)
Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized during the current period$5.8 $(9.0)$(1.0)$(0.6)$(4.8)
Net unrealized appreciation (depreciation) relating to portfolio investments4.1 1.6 (8.6)(2.4)(b)(5.3)
Total net unrealized appreciation (depreciation) relating to portfolio investments$9.9 $(7.4)$(9.6)$(3.0)$(10.1)
____________________
(a)Includes unrealized appreciation on 28 LMM portfolio investments and unrealized depreciation on 28 LMM portfolio investments.
(b)Other includes (i) $5.8 million of unrealized depreciation relating to the External Investment Manager and (ii) $0.3 million of unrealized depreciation relating to the assets of the Deferred Compensation Plan, partially offset by $3.6 million of net unrealized appreciation relating to the Other Portfolio.
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Table of contents
(a)LMM includes unrealized appreciation on 33 LMM portfolio investments and unrealized depreciation on 16 LMM portfolio investments.
(b)Other includes (i) $9.4 million of net unrealized appreciation relating to the Other Portfolio and (ii) $6.4 million of appreciation relating to the External Investment Manager.

Income Tax Benefit (Provision)

The income tax provision for the three months ended September 30, 2022 of $2.1 million principally consisted of (i) a current tax provision of $1.6 million, related to a $1.0 million provision for excise tax on our estimated undistributed taxable income and a $0.6 million provision for current U.S. federal and state income taxes and (ii) a deferred tax provision of $0.5 million, which is primarily the result of the net activity relating to our portfolio investments held in our Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation/depreciation and other temporary book-tax differences. The income tax provision for the three months ended September 30, 2021 of $12.3 million principally consisted of (i) a deferred tax provision of $11.3 million, which is primarily the result of the net activity relating to our portfolio investments held in our wholly owned taxable subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation/depreciation and other temporary book-tax differences, and (ii) a current tax provision of $1.0 million related to a $0.9 million provision for current U.S. federal and state income taxes, and a $0.1 million provision for excise tax on our estimated undistributed taxable income. The income tax provision for the three months ended September 30, 2020 of $1.5 million principally consisted of (i) a current tax provision of $1.2 million related to a $0.8 million provision for current U.S. federal and state income taxes, and a $0.4 million provision for excise tax on our estimated undistributed taxable income and (ii) a deferred tax provision of $0.3 million.

Net Increase (Decrease) in Net Assets Resulting from Operations

The net increase in net assets resulting from operations for the three months ended September 30, 20212022 was $55.3 million, or $0.74 per share, compared with $84.0 million, or $1.22 per share, compared with $78.2 million, or $1.18 per share, during the three months ended September 30, 2020.2021. The tables above provide a summary of the reasons for the change in net increase in net assets resulting from operations for the three months ended September 30, 2022 as compared to the three months ended September 30, 2021.

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Table of Contents

Comparison of the nine months ended September 30, 20212022 and September 30, 2020

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

​

​

​

​

 

​

​

September 30, 

​

Net Change

​

    

2021

    

2020

    

Amount

    

%

​

​

(dollars in thousands)

Total investment income

​

$

206,881

​

$

160,109

​

$

46,772

 

29

%

Total expenses

​

 

(75,424)

​

 

(61,809)

​

 

(13,615)

 

22

%

Net investment income

​

 

131,457

​

 

98,300

​

 

33,157

 

34

%

Net realized gain (loss) from investments

​

 

10,575

​

 

(44,323)

​

 

54,898

​

NM

​

Net realized loss on extinguishment of debt

​

 

—

​

 

(534)

​

 

534

​

NM

​

Net unrealized appreciation (depreciation) from:

​

​

​

​

​

​

​

​

​

​

​

​

Investments

​

 

117,072

​

 

(118,030)

​

 

235,102

​

NM

​

SBIC debentures

​

 

—

​

 

460

​

 

(460)

​

NM

​

Total net unrealized appreciation (depreciation)

​

 

117,072

​

 

(117,570)

​

 

234,642

​

NM

​

Income tax benefit (provision)

​

 

(22,691)

​

 

14,253

​

 

(36,944)

​

NM

​

Net increase (decrease) in net assets resulting from operations

​

$

236,413

​

$

(49,874)

​

$

286,287

 

NM

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

​

​

​

​

 

​

​

September 30, 

​

Net Change

​

    

2021

    

2020

    

Amount

    

%

​

​

(dollars in thousands, except per share amounts)

Net investment income

​

$

131,457

​

$

98,300

​

$

33,157

 

34

%

Share‑based compensation expense

​

 

7,961

​

 

8,215

​

 

(254)

 

(3)

%

Distributable net investment income(a)

​

$

139,418

​

$

106,515

​

$

32,903

 

31

%

Net investment income per share—Basic and diluted

​

$

1.92

​

$

1.50

​

$

0.42

 

28

%

Distributable net investment income per share—Basic and diluted(a)

​

$

2.03

​

$

1.63

​

$

0.40

 

25

%

​

NM

Not Meaningful

(b)Distributable net investment income is net investment income as determined in accordance with U.S. GAAP, excluding the impact of share-based compensation expense which is non-cash in nature. We believe presenting distributable net investment income and related per share amounts is useful and appropriate supplemental disclosure of information for analyzing our financial performance since share-based compensation does not require settlement in cash. However, distributable net investment income is a non-U.S. GAAP measure and should not be considered as a replacement to net investment income and other earnings measures presented in accordance with U.S. GAAP. Instead, distributable net investment income should be reviewed only in connection with such U.S. GAAP measures in analyzing our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment income is presented in the table above.
2021

112

Set forth below is a comparison of the results of operations, and a reconciliation of net investment income to distributable net investment income, for the nine months ended September 30, 2022 and September 30, 2021.
Nine Months Ended
September 30,		Net Change
20222021Amount%
(dollars in thousands)
Total investment income$262,981 $206,881 $56,100 27 %
Total expenses(93,597)(75,424)(18,173)24 %
Net investment income169,384 131,457 37,927 29 %
Net realized gain from investments3,302 10,575 (7,273)NM
Net unrealized appreciation (depreciation) from investments(19,922)117,072 (136,994)NM
Income tax provision(17,477)(22,691)5,214 NM
Net increase in net assets resulting from operations$135,287 $236,413 $(101,126)(43)%
Nine Months Ended
September 30,		Net Change
20222021Amount%
(dollars in thousands, except per share amounts)
Net investment income$169,384 $131,457 $37,927 29 %
Share‑based compensation expense10,031 7,961 2,070 26 %
Deferred compensation expense (benefit)(1,899)706 (2,605)NM
Distributable net investment income (a)$177,516 $140,124 $37,392 27 %
Net investment income per share—Basic and diluted$2.31 $1.92 $0.39 20 %
Distributable net investment income per share—Basic and diluted (a)$2.42 $2.04 $0.38 19 %
____________________
NM    Net change % not meaningful
(a)Distributable net investment income is net investment income as determined in accordance with U.S. GAAP, excluding the impacts of share-based compensation expense and deferred compensation expense or benefit. We believe presenting distributable net investment income and the related per share amounts is useful and appropriate supplemental disclosure for analyzing our financial performance since share-based compensation does not require settlement in cash and deferred compensation expense or benefit does not result in a net cash impact to Main Street
126

Table of Contentscontents


upon settlement. However, distributable net investment income is a non-U.S. GAAP measure and should not be considered as a replacement for net investment income or other earnings measures presented in accordance with U.S. GAAP and should be reviewed only in connection with such U.S. GAAP measures in analyzing our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment income is detailed in the table above.
Investment Income

Total investment income for the nine months ended September 30, 20212022 was $206.9$263.0 million, a 29%27% increase from the $160.1$206.9 million of total investment income for the corresponding period of 2020.2021. The following table provides a summary of the changes in the comparable period activity.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

​

​

​

​

​

​

​

​

September 30, 

​

Net Change

​

​

​

2021

​

2020

​

Amount

​

%

​

​

​

​

(dollars in thousands)

​

​

Interest Income

​

$

139,882

​

$

128,587

​

$

11,295

​

9

%

(a)

Dividend Income

​

​

59,328

​

​

23,942

​

​

35,386

​

148

%

(b)

Fee Income

​

​

7,671

​

​

7,580

​

​

91

​

1

%

​

Total Investment Income

​

$

206,881

​

$

160,109

​

$

46,772

​

29

%

(c)

Nine Months Ended
September 30,		Net Change
20222021Amount%
(dollars in thousands)
Interest income$198,446 $139,882 $58,564 42 %(a)
Dividend income53,959 59,328 (5,369)(9)%(b)
Fee income10,576 7,671 2,905 38 %(c)
Total investment income$262,981 $206,881 $56,100 27 %(d)

​

(a)The increase in interest income is primarily related to (i) a $7.8 million increase related to higher average levels of Investment Portfolio debt investments and (ii) a $2.2 million increase related to prepayment, repricing and other activities related to certain Investment Portfolio debt investments.
(b)The increase in dividend income from Investment Portfolio equity investments is primarily a result of (i) improved operating results, financial condition and liquidity positions of certain of our portfolio companies following the impacts from the COVID-19 pandemic in 2020, and (ii) a $10.2 million increase related to elevated dividend income considered to be less consistent or non-recurring.
(c)The increase in total investment income includes the impact of (i) a $10.2 million increase in dividend income considered less consistent or non-recurring and (ii) a $1.6 million increase in accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments.
____________________

(a)The increase in interest income was primarily due to (i) higher average levels of Investment Portfolio debt investments primarily from (a) net origination activity in the fourth quarter of 2021 of $209.7 million and $290.4 million in our LMM and Private Loan portfolios, respectively, and (b) net origination activity of $136.9 million and $360.8 million in our LMM and Private Loan portfolios, respectively, for the nine months ended September 30, 2022 and (ii) an increase in floating interest rates on Investment Portfolio debt investments based upon the increases in market index rates to which such floating interest rates are indexed. These increases were partially offset by a $0.3 million decrease in accelerated, prepayment, repricing and other activity related to certain investment portfolio debt investments.
(b)The decrease in dividend income from Investment Portfolio equity investments was primarily a result of an $11.3 million decrease related to dividend income considered to be less consistent or non-recurring, partially offset by growth in dividend income from a variety of portfolio companies resulting from the improved operating results, financial condition and liquidity positions of certain of our portfolio companies.
(c)The increase in fee income was primarily related to (i) a $2.7 million increase related to higher originations of Investment Portfolio investments as discussed above and (ii) a $0.2 million increase from refinancing and prepayment of debt investments.
(d)The increase in total investment income includes a net reduction of $11.1 million in the impact of certain income considered less consistent or non-recurring, including (i) an $11.3 million decrease in dividend income and (ii) a $0.3 million decrease in accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments.
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Expenses

Total expenses for the nine months ended September 30, 2021 was $75.42022 were $93.6 million, a 22%24% increase from the $61.8$75.4 million in the corresponding period of 2020.2021. The following table provides a summary of the changes in the comparable period activity.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

​

​

​

​

​

​

​

​

September 30, 

​

Net Change

​

​

​

2021

​

2020

​

Amount

​

%

​

​

​

​

(dollars in thousands)

​

​

Employee compensation expenses

​

$

21,834

​

$

11,589

​

$

10,245

​

88

%

(a)

Deferred compensation plan expense

​

​

956

​

​

691

​

​

265

​

38

%

​

Total compensation expense

​

​

22,790

​

​

12,280

​

​

10,510

​

86

%

​

G&A expense

​

​

9,439

​

​

9,827

​

​

(388)

​

(4)

%

​

Interest expense

​

​

42,914

​

​

36,827

​

​

6,087

​

17

%

(b)

Share-based compensation expense

​

​

7,961

​

​

8,215

​

​

(254)

​

(3)

%

​

Gross expenses

​

​

83,104

​

​

67,149

​

​

15,955

​

24

%

​

Allocation of expenses to the external investment manager

​

​

(7,680)

​

​

(5,340)

​

​

(2,340)

​

44

%

(c)

Total expenses

​

$

75,424

​

$

61,809

​

$

13,615

​

22

%

​

​

(a)The increase in employee compensation expenses was primarily due to incentive compensation accruals generally corresponding with our improved operating results.
(b)The increase in interest expense is primarily related to elevated borrowings under (i) our 3.00% Notes issued in January 2021 and (ii) an additional $125.0 million aggregate principal amount which we issued under our 5.20% Notes in July 2020, partially offset by decreased interest expense relating to our Credit Facility due to the lower average balance outstanding and the lower average interest rate.

113

Nine Months Ended
September 30,		Net Change
20222021Amount%
(dollars in thousands)
Cash compensation$28,379 $22,084 $6,295 29 %(a)
Deferred compensation plan expense (benefit)(1,899)706 (2,605)(369)%(b)
Compensation26,480 22,790 3,690 16 %
General and administrative11,483 9,439 2,044 22 %
Interest55,216 42,914 12,302 29 %(c)
Share-based compensation10,031 7,961 2,070 26 %
Gross expenses103,209 83,104 20,105 24 %
Expenses allocated to the External Investment Manager(9,613)(7,680)(1,933)25 %
Total expenses$93,596 $75,424 $18,172 24 %
____________________
(a)The increase in compensation expense was primarily related to increased headcount, base compensation rates and incentive compensation accruals.

Table(b)The change in the non-cash deferred compensation plan expense was due to the comparable period reduction to compensation expense resulting from a decrease in the fair value of Contents

Deferred Compensation Plan assets and corresponding liabilities in the third quarter of 2022 compared to an increase in such fair values in the corresponding period of 2021.
(c)The increase in the allocation of expenses to the External Investment Manager primarily relates to the impact of the transaction in October 2020, whereby the External Investment Manager became the sole investment adviser to MSC Income.
(c)The increase in interest expense was primarily related to (i) increased borrowings to support our investment activity, including borrowings under our Credit Facility and an aggregate of $200.0 million in principal amount of our 3.00% Notes issued in October 2021 and (ii) the increased interest rate under our Credit Facility as a result of increases to market index rates.

Net Investment Income

Net investment income for the nine months ended September 30, 20212022 increased 34%29% to $131.5$169.4 million, or $1.92$2.31 per share, compared to net investment income of $98.3$131.5 million, or $1.50$1.92 per share, for the corresponding period of 2020.2021. The increase in net investment income and net investment income per share was principally attributable to the 29% increase in total investment income, partially offset by the 22% increase in totalhigher operating expenses, both as discussed above, and the 5% increase in weighted average shares outstanding to 68.6 million for the nine months ended September 30, 2021, primarily due to shares issued through the ATM Program, shares issued pursuant to our equity incentive plans and shares issued pursuant to our dividend reinvestment plan.above. The increase in net investment income per share reflects these changes and the impact of the increase in weighted average shares outstanding for the nine months ended September 30, 2022, primarily due to (i) shares issued through our our public offering in August 2022 and our ATM Program, (ii) shares issued through our equity incentive plans and (iii) shares issued through our dividend reinvestment plan, in each case over the last twelve months. The increase in net investment income on a per share basis includes (i) an increase of $0.15a $0.17 per share decrease in investment income from dividend income activity considered to be less consistent or non-recurring and (ii) an increasea decrease in compensation expense of $0.02$0.04 per share related to higher accelerated prepayment, repricingresulting from the comparable period difference in the fair value of Deferred Compensation Plan assets and other activity related to certain Investment Portfolio debt investments.

corresponding liabilities, both of which are discussed above.

Distributable Net Investment Income

Distributable net investment income for the nine months ended September 30, 20212022 increased 31%27% to $139.4$177.5 million, or $2.03$2.42 per share, compared with $106.5$140.1 million, or $1.63$2.04 per share, in the corresponding period of 2020.2021. The increase in distributable net investment income and distributable net investment income per share was primarily due to the increased level of total investment income, partially offset by (i)higher operating expenses, excluding the increase in total expenses, excludingimpact of share-based compensation expense and (ii) a greater number of average shares outstanding compared to the corresponding period in 2020, alldeferred compensation expense (benefit), both as describeddiscussed above. The increase in distributable net investment income per share includesreflects the impactsnet impact of the increase in weighted average shares outstanding for the nine months ended September 30, 2022, primarily due to (i) shares issued through our our public offering in August 2022 and our ATM Program, (ii) shares issued through our equity incentive plans and (iii) shares issued through our dividend reinvestment plan, in each
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case over the last twelve months. The increase in distributable net investment income from dividendon a per share basis includes a $0.17 per share decrease in investment income activity considered to be less consistent or non-recurring, and the increase in accelerated prepayment, repricing and other income activity related to certain Investment Portfolio debt investments, as discussed above.

Net Realized Gain (Loss) from Investments

The following table provides a summary of the primary components of the total net realized gain on investments of $10.6$3.3 million for the nine months ended September 30, 2021:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 2021

​

​

Full Exits

​

Partial Exits

​

Restructures

​

Other (a)

​

Total (a)

​

​

Net Gain/(Loss)

​

# of Investments

​

Net Gain/(Loss)

​

# of Investments

​

Net Gain/(Loss)

​

# of Investments

​

Net Gain/(Loss)

​

Net Gain/(Loss)

​

​

(dollars in thousands)

LMM Portfolio

​

$

28,004

​

4

​

$

-

​

-

​

$

(10,925)

​

1

​

$

(569)

​

$

16,510

Middle Market Portfolio

​

​

(4,243)

​

2

​

​

6,153

​

1

​

​

(4,528)

​

1

​

​

43

​

​

(2,575)

Private Loan Portfolio

​

​

-

​

-

​

​

-

​

-

​

​

-

​

-

​

​

(48)

​

​

(48)

Other Portfolio

​

​

(4,449)

​

1

​

​

777

​

1

​

​

-

​

-

​

​

351

​

​

(3,321)

Short-term Portfolio

​

​

-

​

-

​

​

-

​

-

​

​

-

​

-

​

​

9

​

​

9

Total net realized gain/(loss)

​

$

19,312

​

7

​

$

6,930

​

2

​

$

(15,453)

​

2

​

$

(214)

​

$

10,575

​

(a)Other activity includes realized gains and losses from transactions involving 21 portfolio companies which are not considered to be significant individually or in the aggregate.
2022:

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Nine Months Ended September 30, 2022
Full ExitsPartial ExitsRestructuresOther (a)Total
Net Gain/(Loss)# of InvestmentsNet Gain/(Loss)# of InvestmentsNet Gain/(Loss)# of InvestmentsNet Gain/(Loss)Net Gain/(Loss)
(dollars in thousands)
LMM portfolio$— —$— —$(5,822)1$(458)$(6,280)
Private Loan portfolio10,415 4— —— —441 10,856 
Middle Market portfolio(5,031)2— —— —153 (4,878)
Other Portfolio— —3,119 2— —441 3,560 
Short-term portfolio— —— —— —44 44 
Total net realized gain/(loss)$5,384 6$3,119 2$(5,822)1$621 $3,302 

____________________

(a)Other activity includes realized gains and losses from transactions involving 12 portfolio companies which are not considered to be significant individually or in the aggregate.
Net Unrealized Appreciation (Depreciation)

​

The following table provides a summary of the total net unrealized appreciationdepreciation of $117.1$19.9 million for the nine months ended September 30, 2021:

2022:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 2021

​

​

​

​

​

Middle

​

Private

​

​

​

​

​

​

​

    

LMM(a)

    

Market

    

Loan

    

Other

​

Total

​

 

(dollars in millions)

Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized during the current period

​

$

(5.9)

​

$

1.4

​

$

(1.4)

​

$

4.6

​

$

(1.3)

Net unrealized appreciation relating to investments

​

 

73.7

​

 

6.4

​

 

10.9

​

 

27.4

(b)

 

118.4

Total net unrealized appreciation relating to investments

​

$

67.8

​

$

7.8

​

$

9.5

​

$

32.0

​

$

117.1

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 2022
LMM(a)Private
Loan		Middle
Market		OtherTotal
(dollars in millions)
Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized during the current period$6.8 $(11.5)$4.9 $(3.3)$(3.1)
Net unrealized appreciation (depreciation) relating to portfolio investments49.8 (18.8)(24.3)(23.5)(b)(16.8)
Total net unrealized appreciation (depreciation) relating to portfolio investments$56.6 $(30.3)$(19.4)$(26.8)$(19.9)

​

____________________
(a)LMM includes unrealized appreciation on 42 LMM portfolio investments and unrealized depreciation on 21 LMM portfolio investments.
(b)Other includes (i) $16.1 million of net unrealized appreciation relating to the Other Portfolio and (ii) $11.4 million of net appreciation relating to the External Investment Manager.
(a)Includes unrealized appreciation on 34 LMM portfolio investments and unrealized depreciation on 31 LMM portfolio investments.

(b)Other includes (i) $27.9 million of unrealized depreciation relating to the External Investment Manager and (ii) $2.2 million of net unrealized depreciation relating to the assets of the Deferred Compensation Plan, partially offset by $6.6 million of net unrealized appreciation relating to the Other Portfolio.
Income Tax Benefit (Provision)

The income tax provision for the nine months ended September 30, 2022 of $17.5 million principally consisted of (i) a deferred tax provision of $13.8 million, which is primarily the result of the net activity relating to our portfolio investments held in our Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation/depreciation and other temporary book-tax differences and (ii) a current tax provision of $3.7 million
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related to a $2.4 million provision for excise tax on our estimated undistributed taxable income and a $1.3 million provision for current U.S. federal and state income taxes. The income tax provision for the nine months ended September 30, 2021 of $22.7 million principally consisted of (i) a deferred tax provision of $20.4 million which is primarily the result of the net activity relating to our portfolio investments held in our wholly owned taxable subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation/depreciation and other temporary book-tax differences and (ii) a current tax provision of $2.2 million primarily related to a $1.6 million provision for current U.S. federal and state income taxes and a $0.6 million provision for excise tax onin our estimated undistributed taxable income. The income tax benefit for the nine months ended September 30, 2020 of $14.3 million principally consisted of a deferred tax benefit of $15.7 million, partially offset by a current tax provision of $1.4 million, primarily related to a $1.1 million provision for excise tax on our estimated undistributed taxable income and $0.3 million provision for current U.S. federal and state income taxes.

Net Increase (Decrease) in Net Assets Resulting from Operations

The net increase in net assets resulting from operations for the nine months ended September 30, 20212022 was $135.3 million, or $1.84 per share, compared with $236.4 million, or $3.45 per share, compared with a net decrease of $49.9 million, or $0.76 per share, during the nine months ended September 30, 2020.2021. The tables above provide a summary of the reasons for the change in net increase in net assets resulting from operations for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021.

Liquidity and Capital Resources

This “Liquidity and Capital Resources” section should be read in conjunction with the “COVID-19“Economic Update” section above.

Cash Flows

For the nine months ended September 30, 2021,2022, we realized a net increase in cash and cash equivalents of $27.7$28.5 million, which is the net result of $158.7$285.9 million of cash provided by our financing activities, partially offset by $257.3 million of cash used in our operating activities and $186.4 million of cash provided by our financing activities.

The $158.7$257.3 million of cash used in our operating activities resulted primarily from (i) cash uses totaling $911.1$911.3 million for the funding of new and follow-on portfolio company investments and settlement of accruals for portfolio investments existing as of December 31, 2020,2021 and (ii) cash payments of $18.8 million related to changes in other assets and liabilities, partially offset by (i) cash proceeds totaling $614.4$506.0 million from the sales and repayments of debt investments and sales of and return on capital from equity investments and (ii) cash flows that we

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generated from the operating profits earned totaling $123.1$166.7 million, which is our distributable net investment income, excluding the non-cash effects of the accretion of unearned income, payment-in-kind interest income, cumulative dividends and the amortization expense for deferred financing costs, and (iii) cash proceeds of $14.9 million related to changes in other assets and liabilities.

costs.

The $186.4$285.9 million of cash provided by our financing activities principally consisted of (i) $300.0 million in cash proceeds from the issuance of the 3.00% Notes, (ii) $80.2 million in cash proceeds from the issuance of SBIC debentures and (iii) $44.8$194.5 million in net cash proceeds from equity offerings from our ATM Program (describedand Equity Offering (both as described below) and direct stock purchase plan and (ii) $241.0 million in net proceeds from the Credit Facility, partially offset by (i) $114.5$143.1 million in cash dividends paid to stockholders and (ii) $69.0 million in net repayments on the Credit Facility, (iii) $40.0 million in repayment of SBIC debentures, (iv) $10.2 million for debt issuance costs, SBIC debenture fees and other costs, and (v) $5.0$4.9 million for purchases of vested restricted stock from employees to satisfy their tax withholding requirements upon the vesting of such restricted stock.

Capital Resources

As of September 30, 2021,2022, we had $59.6$61.2 million in cash and cash equivalents and $655.0$359.0 million of unused capacity under the Credit Facility before considering the accordion feature discussed below, which we maintain to support our investment and operating activities. As of September 30, 2021,2022, our net asset value totaled $1,684.3$1,979.4 million, or $24.27$25.94 per share.

The Credit Facility provides additional liquidity to support our investment and operational activities. As of September 30, 2021,2022, the Credit Facility included total commitments of $855.0$920.0 million from a diversified group of 18 lenders, held a maturity date in April 2026August 2027 and contained an accordion feature which allowed uswith the right to request an increase the totalin commitments under the facility to up to $1,200.0 million from new and existing lenders on the same terms and conditions as the existing commitments.commitments up to a total of $1.4 billion. As of September 30, 2021,2022, borrowings under the Credit Facility bore interest, subject to our election and resetting on a monthly basis on the first of each month, on a per annum basis at a rate equal to the applicable LIBORSOFR rate (0.1% asplus an applicable credit spread adjustment of September 30, 2021)0.10% plus (i) 1.875% (or the applicable base rate (PrimePrime Rate of 3.25% as of September 30, 2021) plus 0.875%) as long as we meet certain agreed upon excess collateral and maximum leverage requirements or (ii) 2.0% (or the applicable base ratePrime Rate plus 1.0%) otherwise. We pay unused commitment fees of 0.25% per annum on the unused lender commitments under the Credit Facility. The Credit Facility is secured by a first lien on the assets of MSCC and its subsidiaries, excluding the equity ownership or assets of the Funds and the External Investment Manager. As of September 30, 2021,2022, the Credit Facility contained certain affirmative and negative covenants, including but not limited to: (i) maintaining minimum liquidity, (ii) maintaining an interest coverage ratio of at least 2.0 to 1.0, (iii) maintaining ana 1940 Act asset coverage ratio (tangible net worth to Credit Facility borrowings) of at least 1.5 to 1.0, (iv) maintaining a minimum tangible net worth and
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(v) maintaining a minimum asset coverage ratio of 200% with respect to the consolidated assets (with certain limitations on the contribution of equity in financing subsidiaries as specified therein) of MSCC and the guarantors under the Credit Facility to the secured debt of MSCC and the guarantors. As of September 30, 2021,2022, we had $200.0$561.0 million in borrowings outstanding under the Credit Facility, the interest rate on the Credit Facility was 2.0% (based on the LIBOR rate of 0.1% as of the most recent reset date of September 1, 2021 plus 1.875%)4.5% and we were in compliance with all financial covenants of the Credit Facility.

Through the Funds, we have the ability to issue SBIC debentures guaranteed by the SBA at favorable interest rates and favorable terms and conditions. Under existing SBIC regulations, SBA-approved SBICs under common control have the ability to issue debentures guaranteed by the SBA up to a regulatory maximum amount of $350.0 million. Under existing SBA-approved commitments, we had $350.0 million of outstanding SBIC debentures guaranteed by the SBA as of September 30, 20212022 through our wholly ownedwholly-owned SBICs, which bear a weighted-average annual fixed interest rate of approximately 2.9%, paid semiannually, and mature ten years from issuance. The first maturity related to our SBIC debentures occurs in 2023, and the weighted-average remaining duration is approximately 6.45.4 years as of September 30, 2021. During the nine months ended September 30, 2021, Main Street issued $80.2 million of SBIC debentures and opportunistically prepaid $40.0 million of existing SBIC debentures that were scheduled to mature over the next year as part of an effort to manage the maturity dates of the oldest SBIC debentures.2022. Debentures guaranteed by the SBA have fixed interest rates that equal prevailing 10-year Treasury Note rates plus a market spread and have a maturity of ten years with interest payable semiannually. The principal amount of the debentures is not required to be paid before maturity, but may be pre-paid at any time with no prepayment penalty. We expect to maintain SBIC debentures under the SBIC program in the future, subject to periodic repayments and borrowings, in an amount up to the regulatory maximum amount for affiliated SBIC funds.

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In November 2017, we issued $185.0 million in aggregate principal amount of 4.50% unsecured notes due December 1, 2022 (the “4.50% Notes due 2022”Notes”) at an issue price of 99.16%. The 4.50% Notes due 2022 are unsecured obligations and rank pari passu with our current and future unsecured indebtedness; senior to any of our future indebtedness that expressly provides it is subordinated to the 4.50% Notes due 2022;Notes; effectively subordinated to all of our existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under our Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation, the indebtedness of the Funds. The 4.50% Notes due 2022 may be redeemed in whole or in part at any time at our option subject to certain make-whole provisions. The 4.50% Notes due 2022 bear interest at a rate of 4.50% per year payable semiannually on June 1 and December 1 of each year. We may from time to time repurchase the 4.50% Notes due 2022 in accordance with the 1940 Act and the rules promulgated thereunder. As of September 30, 2021,2022, the outstanding principal balance of the 4.50% Notes due 2022 was $185.0 million.

The indenture governing the 4.50% Notes due 2022 (the “4.50% Notes Indenture”) contains certain covenants, including covenants requiring our compliance with (regardless of whether we are subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring us to provide financial information to the holders of the 4.50% Notes due 2022 and the trustee if we cease to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 4.50% Notes Indenture. As of September 30, 2021,2022, we were in compliance with these covenants.

In April 2019, we issued $250.0 million in aggregate principal amount of 5.20% unsecured Notesnotes due May 1, 2024 (the “5.20% Notes”) at an issue price of 99.125%. Subsequently, in December 2019, we issued an additional $75.0 million in aggregate principal amount of the 5.20% Notes at an issue price of 105.0%. Also, in July 2020, we issued an additional $125.0 million in aggregate principal amount of the 5.20% Notes at an issue price of 102.674%. The 5.20% Notes issued in December 2019 and July 2020 have identical terms as, and are a part of a single series with, the 5.20% Notes issued in April 2019. The aggregate net proceeds from the 5.20% Notes Notes issuances were used to repay a portion of the borrowings outstanding under the Credit Facility. The 5.20% Notes Notes are unsecured obligations and rank pari passu with our current and future unsecured indebtedness; senior to any of our future indebtedness that expressly provides it is subordinated to the 5.20% Notes; effectively subordinated to all of our existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under our Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation, the indebtedness of the Funds. The 5.20% Notes may be redeemed in whole or in part at any time at our option subject to certain make-whole provisions. The 5.20% Notes bear interest at a rate of 5.20% per year payable semiannually on May 1 and November 1 of each year. We may from time to time repurchase the 5.20% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of September 30, 2021,2022, the outstanding principal balance of the 5.20% Notes was $450.0 million.

The indenture governing the 5.20% Notes (the “5.20% Notes Indenture”) contains certain covenants, including covenants requiring our compliance with (regardless of whether we are subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring us to provide financial information to the holders of the 5.20% Notes and the trustee if we cease to be subject to the reporting
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requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 5.20% Notes Indenture. As of September 30, 2021,2022, we were in compliance with these covenants.

In January 2021, we issued $300.0 million in aggregate principal amount of 3.00% unsecured notes due July 14, 2026 (the “3.00% Notes”) at an issue price of 99.004%. The total net proceeds fromIn October 2021, we issued an additional $200.0 million in aggregate principal amount of the 3.00% Notes resulting from theat an issue price of 101.741%. The 3.00% Notes issued in October 2021 have identical terms as, and after underwriting discounts and estimated offering expenses payable, were approximately $294.8 million.are a part of a single series with, the 3.00% Notes issued in January 2021. The 3.00% Notes are unsecured obligations and rank pari passu with our current and future unsecured indebtedness; senior to any of itsour future indebtedness that expressly provides it is subordinated to the 3.00% Notes; effectively subordinated to all of itsour existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under itsour Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of itsour subsidiaries, including without limitation, the indebtedness of the Funds. The 3.00% Notes may be redeemed in whole or in part at any time at our option subject to certain make whole provisions. The 3.00% Notes bear interest at a rate of 3.00% per year payable semiannually on January 14 and July 14 of each year. We may from time to time repurchase the 3.00% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of September 30, 2021,2022, the outstanding principal balance of the 3.00% Notes was

$500.0 million.

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$300.0 million. In October 2021, we issued an additional $200.0 million in aggregate principal amount of the 3.00% Notes at an issue price of 101.741%. See Recent Developments for further discussion.

The indenture governing the 3.00% Notes (the “3.00% Notes Indenture”) contains certain covenants, including covenants requiring our compliance with (regardless of whether we are subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring us to provide financial information to the holders of the 3.00% Notes and the trustee if we cease to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 3.00% Notes Indenture. As of September 30, 2021,2022, we were in compliance with these covenants.

We maintain a program with certain selling agents through which we can sell shares of our common stock by means of at-the-market offerings from time to time (the “ATM Program”). During the nine months ended September 30, 2021,2022, we sold 1,111,1943,429,904 shares of our common stock at a weighted-average price of $40.59$40.99 per share and raised $45.1$140.6 million of gross proceeds under the ATM Program. Net proceeds were $44.5$139.2 million after commissions to the selling agents on shares sold and offering costs. As of September 30, 2021, 4,602,1782022, sales transactions representing 73,124 shares had not settled and are not included in shares issued and outstanding on the face of the Consolidated Balance Sheets but are included in the weighted average shares outstanding in the Consolidated Statements of Operations and in the shares used to calculate the net asset value per share. In March 2022, we entered into new distribution agreements to sell up to 15,000,000 shares through the ATM Program. As of September 30, 2022, 12,440,162 shares remained available for sale under the ATM Program.

During the year ended December 31, 2020,2021, we sold 2,645,7782,332,795 shares of our common stock at a weighted-average price of $32.10$42.71 per share and raised $84.9$99.6 million of gross proceeds under the ATM Program. Net proceeds were $83.8$98.4 million after commissions to the selling agents on shares sold and offering costs.

As of December 31, 2021, sales transactions representing 36,136 shares had not settled and are not included in shares issued and outstanding on the face of the Consolidated Balance Sheets but are included in the weighted average shares outstanding in the Consolidated Statements of Operations and in the shares used to calculate the net asset value per share.


During August 2022, we completed a public equity offering (the “Equity Offering”) of 1,345,500 shares of common stock at a public offering price of $42.85 per share, including the underwriters’ full exercise of their option to purchase 175,500 additional shares, resulting in total net proceeds, including exercise of the underwriters’ option to purchase additional shares and after deducting underwriting discounts and estimated offering expenses payable by us, of approximately $55.1 million.
We anticipate that we will continue to fund our investment activities through existing cash and cash equivalents, cash flows generated through our ongoing operating activities, utilization of available borrowings under our Credit Facility, and a combination of future issuances of debt and equity capital. Our primary uses of funds will be investments in portfolio companies, operating expenses, and cash distributions to holders of our common stock.

stock and repayments of note and debenture obligations as they come due.

We periodically invest excess cash balances into marketable securities and idle funds investments. The primary investment objective of marketable securities and idle funds investments is to generate incremental cash returns on excess cash balances prior to utilizing those funds for investment in our LMM, Private Loan and Middle Market and Private Loan portfolio investments. Marketable securities and idle funds investments generally consist of debt investments, independently rated debt investments, certificates of deposit with financial institutions, diversified bond funds and publicly traded debt and equity investments. We may also invest in short-term portfolio investments that are atypical of
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our LMM, Private Loan and Middle Market and Private Loan portfolio investments in that they are intended to be a short-term deployment of capital and are more liquid than investments within the other portfolios. Short-term portfolio investments consist primarily of investments in secured debt investments and independently rated debt investments.

If our common stock trades below our net asset value per share, we will generally not be able to issue additional common stock at the market price, unless our stockholders approve such a sale and our Board of Directors makes certain determinations. We did not seek stockholder authorization to sell shares of our common stock below the then current net asset value per share of our common stock at our 20212022 annual meeting of stockholders, and have not sought such authorization since 2012, because our common stock price per share has generally traded significantly above the net asset value per share of our common stock since 2011. We would therefore need future approval from our stockholders to issue shares below the then current net asset value per share.

In order to satisfy the Code requirements applicable to a RIC, we intend to distribute to our stockholders, after consideration and application of our ability under the Code to carry forward certain excess undistributed taxable income from one tax year into the next tax year, substantially all of our taxable income.

In addition, as a BDC, we generally are required to meet a coverage ratio, or BDC asset coverage ratio, of total assets to total senior securities, which include borrowings and any preferred stock we may issue in the future, of at least 200% (or 150% if certain requirements are met). This requirement limits the amount that we may borrow. In January 2008, we received an exemptive order from the SEC to exclude SBA-guaranteed debt securities issued by the Funds and any other wholly ownedwholly-owned subsidiaries of ours which operate as SBICs from the BDC asset coverage requirements of the 1940 Act as applicable to us,ratio which, in turn, enables us to fund more investments with debt capital.

In May 2022, our stockholders also approved the application of the reduced BDC asset coverage ratio. As a result, the BDC asset coverage ratio applicable to us decreased from 200% to 150% effective May 3, 2022. As of September 30, 2022, our BDC asset coverage ratio was 216%.

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Although we have been able to secure access to additional liquidity, including through the Credit Facility, public debt issuances, leverage available through the SBIC program and equity offerings, there is no assurance that debt or equity capital will be available to us in the future on favorable terms, or at all.

Recently Issued or Adopted Accounting Standards

See “Note B.13 – Recently Issued or Adopted Accounting Standards” to the consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of recently issued or adopted accounting standards.

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by us as of the specified effective date. We believe that the impact of recently issued standards and any that are not yet effective will not have a material impact on our consolidated financial statements upon adoption.

For a description of recently issued or adopted accounting standards, see Note B.13 – Recently Issued or Adopted Accounting Standards included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Inflation

Inflation has not historically had a significant effect on our results of operations in any of the reporting periods presented herein. However, our portfolio companies have experienced, specifically including over the last few quarters as a result of the COVID 19COVID-19 pandemic, recent geopolitical events and the related supply chain and labor issues, and may continue to experience, the increasing impacts of inflation on their operating results, including periodic escalations in their costs for labor, raw materials and third-party services and required energy consumption. These issues and challenges related to inflation are receiving significant attention from our investment teams and the management teams of our portfolio companies as we work to manage these growing challenges. Prolonged or more severe impacts of inflation to our portfolio companies could continue to impact their operating profits and, thereby, increase their borrowing costs, and as a result negatively impact their ability to service their debt obligations and/or reduce their available cash for distributions whichdistributions. In addition, these factors could have a negative impact on the fair value of our investments in these portfolio companies. The combined impacts of these impacts in turn could negatively affect our results of operations.

Off-Balance Sheet Arrangements

We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments include commitments to extend credit and fund equity capital and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet.Consolidated Balance Sheets. At September 30, 2021,2022, we had a total of $175.1$294.9 million in outstanding commitments comprised of (i) fifty-one78 investments with commitments to fund revolving loans that had not been fully drawn or term loans
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with additional commitments not yet funded and (ii) ten investments with equity capital commitments that had not been fully called.

Contractual Obligations

As of September 30, 2021,2022, the future fixed commitments for cash payments in connection with our SBIC debentures, the 4.50% Notes, due 2022, the 5.20% Notes, the 3.00% Notes and rent obligations under our office lease for each of the next five years and thereafter are as follows (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

2021

    

2022

    

2023

    

2024

    

2025

    

Thereafter

    

Total

SBIC debentures

​

$

—

​

$

—

​

$

16,000

​

$

63,800

​

$

—

​

$

270,200

​

$

350,000

Interest due on SBIC debentures

​

​

-

​

​

10,209

​

​

9,899

​

​

8,455

​

​

7,228

​

​

22,793

​

​

58,584

4.50% Notes due 2022

​

​

—

​

​

185,000

​

​

—

​

​

—

​

​

—

​

​

—

​

​

185,000

Interest due on 4.50% Notes due 2022

​

​

4,163

​

​

8,325

​

​

—

​

​

—

​

​

—

​

​

—

​

​

12,488

5.20% Notes due 2024

​

​

—

​

​

—

​

​

—

​

​

450,000

​

​

—

​

​

—

​

​

450,000

Interest due on 5.20% Notes due 2024

​

​

11,700

​

​

23,400

​

​

23,400

​

​

11,700

​

​

—

​

​

—

​

​

70,200

3.00% Notes due 2026

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

300,000

​

​

300,000

Interest due on 3.00% Notes due 2026

​

​

-

​

​

9,050

​

​

9,000

​

​

9,000

​

​

9,000

​

​

9,000

​

​

45,050

Operating Lease Obligation (1)

​

​

194

​

​

790

​

​

804

​

​

818

​

​

832

​

​

1,779

​

​

5,217

Total

​

$

16,057

​

$

236,774

​

$

59,103

​

$

543,773

​

$

17,060

​

$

603,772

​

$

1,476,539

20222023202420252026ThereafterTotal
3.00% Notes due 2026$— $— $— $— $500,000 $— $500,000 
Interest due on 3.00% Notes due 2026— 15,017 15,000 15,000 15,000 — 60,017 
5.20% Notes due 2024— — 450,000 — — — 450,000 
Interest due on 5.20% Notes due 202411,700 23,400 11,700 — — — 46,800 
SBIC debentures— 16,000 63,800 — — 270,200 350,000 
Interest due on SBIC debentures— 9,960 8,455 7,228 7,228 15,565 48,436 
4.50% Notes due 2022185,000 — — — — — 185,000 
Interest due on 4.50% Notes due 20224,163 — — — — — 4,163 
Operating Lease Obligation (1)197 804 818 832 846 933 4,430 
Total$201,060 $65,181 $549,773 $23,060 $523,074 $286,698 $1,648,846 
(1)Operating Lease Obligation means a rent payment obligation under a lease classified as an operating lease and disclosed pursuant to ASC 842, as may be modified or supplemented.
____________________

(1)Operating Lease Obligation means a rent payment obligation under a lease classified as an operating lease and disclosed pursuant to ASC 842, as may be modified or supplemented.
As of September 30, 2021,2022, we had $200.0$561.0 million in borrowings outstanding under our Credit Facility, and the Credit Facility is scheduled to mature in April 2026.

August 2027.

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Related Party Transactions

As discussed further above, and Agreements

We have entered into agreements and transactions with the External Investment Manager, is treated as a wholly owned portfolio company of MSCC and is included as part of our Investment Portfolio. At September 30, 2021, we had a receivable of $4.7 million due from the External Investment Manager, which included $3.2 million related primarily to operating expenses incurred by us as required to support the External Investment Manager’s business and amounts due from the External Investment Manager to Main Street under a tax sharing agreement (see further discussion in Note B.9 and Note D in the notes to consolidated financial statements) and $1.5 million of dividends declared but not paid by the External Investment Manager.

From time to time, we may make investments in clients of the External Investment Manager in the form of debt or equity capital on terms approved by our Board of Directors. In January 2021, we entered into a Term Loan Agreement with MSC Income (the “Term Loan Agreement”). The Term Loan Agreement was unanimously approved by our Board, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act and the board of directors of MSC Income, including each director who is not an “interested person” of MSC Income or the External Investment Manager. The Term Loan Agreement provides for a term loan of $75.0 million to MSC Income, bearing interest at a fixed rate of 5.00% per annum, and matures in January 2026. Borrowings under the Term Loan Agreement are expressly subordinated and junior in right of payment to all secured indebtedness of MSC Income. In October 2021, MSC Income fully repaid all borrowings outstanding under the Term Loan Agreement and the Term Loan Agreement was terminated.

​

In December 2020, the External Investment Manager entered into an Investment Management Agreement with the Private Loan Fund, pursuant to which thewhereby we have made debt and equity investments and receive certain fees, expense reimbursements and investment income. See Note D – External Investment Manager provides investment advisory and management services to the Private Loan Fund Note L—Related Party Transactions included in exchangeItem 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for an asset-based fee and certain incentive fees. The Private Loan Fund is a private investment fund exempt from registration under the 1940 Act that invests in debt investments in middle market companies generally with EBITDA between $7.5 million and $50 million and generally owned by a private equity sponsor, which we generally refer to as Private Loan investments. In connection with the Private Loan Fund’s initial closing in December 2020, we committed to contribute up to $10.0 million as a limited partner and will be entitled to distributions on such interest. additional information regarding these related party transactions.


In addition, certain of our officers and employees (and certain of their immediate family members) made capital commitments to the Private Loan Fund as limited partners and therefore have direct pecuniary interests in the Private Loan Fund. Additionally, we have provided the Private Loan Fund with a revolving line of credit pursuant to an Unsecured Revolving Promissory Note, dated February 5, 2021 (the “Private Loan Fund Loan”), in an aggregate amount equal to the amount of limited partner capital commitments to the Private Loan Fund up to $50.0 million. Borrowings under the Private Loan Fund Loan bear interest at a fixed rate of 5.00% per annum and will mature on the earlier of June 30, 2022 and the date of the Private Loan Fund’s final closing. The Private Loan Fund Loan was unanimously approved by our Board, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act and the board of directors of the Private Loan Fund, including each director who is not an “interested person” of the Private Loan Fund or the External Investment Manager.

In November 2015, our Board of Directors approved and adopted the Main Street Capital Corporation Deferred Compensation Plan (the “2015 Deferred Compensation Plan”). The 2015 Deferred Compensation Plan became effective on January 1, 2016 and replaced the Deferred Compensation Plan for Non-Employee Directors previously adopted by the Board of Directors in June 2013 (the “2013 Deferred Compensation Plan”). Under the 2015 Deferred Compensation Plan,deferred compensation plan, whereby non-employee directors and certain key employees may defer receipt of some or all of their cash compensation and directors’ fees, subject to certain limitations. Individuals participating in the 2015 Deferred Compensation Plan receive distributions of their respective balances based on predetermined payout schedules or other events as defined by the plan and are also able to direct investments made on their behalf among investment alternatives permitted from time to time under the plan, including phantom Main Street stock units. As of September 30, 2021, $14.6 million of compensation and dividend reinvestments net of unrealized gains and losses and distributions had been deferred under the 2015 Deferred Compensation Plan (including amounts previously deferred under the 2013 Deferred Compensation Plan). Of this amount, $6.6 million had been deferred into phantom Main Street stock units, representing 159,369 shares of Main Street’s common stock. Any amounts deferred under the plan represented by phantom Main Street stock units will not be issued or included as outstanding on the consolidated statements of changes in net assets until such shares are actually distributed to the participant in accordance with the plan, but the related phantom stock units areSee Note K—Related Party Transactions included in weighted-average shares outstanding withItem 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for additional information regarding the related dollar amount of the deferral included in total expenses in Main

deferred compensation plan.

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Street’s consolidated statements of operations as earned. The dividend amounts related to additional phantom stock units are included in the statements of changes in net assets as an increase to dividends to stockholders offset by a corresponding increase to additional paid-in capital.

Recent Developments

In October 2021, we issued an additional $200.0 million in aggregate principal amount of the 3.00% Notes at an issue price of 101.741%, resulting in an effective interest rate of 2.60%. The total net proceeds from the offering of the 3.00% Notes, resulting from the public issue price and after underwriting discounts and estimated offering expenses payable, were approximately $203.5 million. We used the proceeds from this debt issuance to repay outstanding borrowings under our Credit Facility, providing significant additional liquidity for our ongoing investment activities and to facilitate future availability for the repayment of our existing 4.50% Notes due 2022.

In November 2021,2022, we declared a supplemental cash dividend of $0.10 per share payable in December 2021.2022. This supplemental cash dividend is in addition to the previously announced regular monthly cash dividends that we declared for the fourth quarter of 20212022 of $0.210$0.215 per share for each of October, November and December 2021.

​

During2022 or total monthly cash dividends of $0.645 per share for the quarter.

In November 2021,2022, we declared regular monthly dividends of $0.215$0.225 per share for each month of January, February and March of 2022.2023. These regular monthly dividends equal a total of $0.645$0.675 per share for the first quarter of 2022, representing a 4.9%4.7% increase from the regular monthly dividends paid in the first quarter of 2021.2022. Including the regular monthly and supplemental dividends declared for the fourth quarter of 20212022 and first quarter of 2022,2023 we will have paid $32.820$35.795 per share in cumulative dividends since our October 2007 initial public offering.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including changes in interest rates, and changes in interest rates may affect both our interest expense on the debt outstanding under our Credit Facility and our interest income from portfolio investments. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. Our investment income will be affected by changes in various interest rates,rate indices, including LIBOR, SOFR and primePrime rates, to the extent that any debt investments include floating interest rates. See “Risk Factors—Risks RelatingRelated to Ourour Investments — Changes relating to the LIBOR calculation process, the phase-out of LIBOR and the use of replacement rates for LIBOR may adversely affect the value of our portfolio securities.”, “Risk Factors — Risks RelatingRelated to Ourour Investments — ChangesWe are subject to risks associated with the current interest rate environment and changes in interest rates maywill affect our cost of capital, net investment income and the value of our investments.” and “Risk Factors — Risks RelatingRelated to Our Debt FinancingLeverage — Because we borrow money, the potential for gain or loss on amounts invested in us is magnified and may increase the risk of investing in us.” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202021 for more information regarding risks associated with our debt investments and borrowings that utilize LIBOR, SOFR or Prime as a reference rate.

The majority of our debt investments are made with either fixed interest rates or floating rates that are subject to contractual minimum interest rates for the term of the investment. As of September 30, 2021, approximately 67.4%2022, 76% of our debt investment portfolio (at cost) bore interest at floating rates, 89.2%92% of which were subject to contractual minimum interest rates. As of September 30, 2022, 73% of our debt obligations bore interest at fixed rates. Our interest expense will be affected by changes in the published LIBORSOFR rate in connection with our Credit Facility; however, the interest rates on our outstanding SBIC debentures, 3.00% Notes, 4.50% Notes, due 20225.20% Notes and 5.20%3.00% Notes, which collectively comprise the majority of our outstanding debt, are fixed for the life of such debt. As of September 30, 2021,2022, we had not entered into any interest rate hedging arrangements. Due to our limited use of derivatives, we have claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and, therefore, are not subject to registration or regulation as a pool operator under such Act. The following table shows the approximate annualized increase or decrease in the components of net investment income

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due to hypothetical base rate changes in interest rates, assuming no changes in our investments and borrowings as of September 30, 2021.

​

2022.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Increase

    

(Increase)

    

Increase

    

Increase

​

​

(Decrease)

​

Decrease

​

(Decrease) in Net

​

(Decrease) in Net

​

​

in Interest

​

in Interest

​

Investment

​

Investment

Basis Point Change

    

Income

    

Expense

    

Income

    

Income per Share

Basis Point ChangeIncrease
(Decrease)
in Interest
Income		(Increase)
Decrease
in Interest
Expense		Increase
(Decrease) in Net
Investment
Income		Increase
(Decrease) in Net
Investment
Income per Share
(dollars in thousands, except per share amounts)

​

​

(dollars in thousands, except per share amounts)

​

​

​

(200)(200)$(46,228)$11,220 $(35,008)$(0.46)
(175)(175)$(40,828)$9,818 $(31,010)$(0.41)

(150)

​

$

(222)

​

$

180

​

$

(42)

​

$

—

(150)$(35,227)$8,415 $(26,812)$(0.35)
(125)(125)(29,492)7,013 (22,479)(0.29)

(100)

​

 

(215)

​

 

180

​

 

(35)

​

 

—

(100)(23,687)5,610 (18,077)(0.24)
(75)(75)(17,835)4,208 (13,627)(0.18)

(50)

​

 

(201)

​

 

180

​

 

(21)

​

 

—

(50)(11,982)2,805 (9,177)(0.12)

(25)

​

 

(194)

​

 

180

​

 

(14)

​

 

—

(25)(6,130)1,403 (4,727)(0.06)

25

​

 

436

​

 

(500)

​

 

(64)

​

 

—

255,576 

(1,403)

4,173 

0.05 

50

​

 

888

​

 

(1,000)

​

 

(112)

​

 

—

5011,427 

(2,805)

8,622 

0.11 

75

​

​

1,496

​

​

(1,500)

​

​

(4)

​

​

—

7517,280 

(4,208)

13,072 

0.17 

100

​

 

3,358

​

 

(2,000)

​

 

1,358

​

 

0.02

10023,132 

(5,610)

17,522 

0.23 

125

​

​

6,583

​

​

(2,500)

​

​

4,083

​

​

0.06

12528,984 

(7,013)

21,971 

0.29 

150

​

​

10,029

​

​

(3,000)

​

​

7,029

​

​

0.10

15034,837 

(8,415)

26,422 

0.35 
17517540,689 (9,818)30,871 0.40 
20020046,541 (11,220)35,321 0.46 
30030069,951 (16,830)53,121 0.70 
40040093,360 (22,440)70,920 0.93 

​

Although we believe that this analysis is indicative of the impact of interest rate changes to our Net Investment Income as of September 30, 2022, the analysis does not take into consideration future changes in the credit market, credit quality or other business or economic developments that could affect our Net Investment Income. Accordingly, we can offer no assurances that actual results would not differ materially from the analysis above. The hypothetical results
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assume that all LIBOR, SOFR and prime ratePrime Rate changes would be effective on the first day of the period. However, the contractual LIBOR, SOFR and prime ratePrime Rate reset dates would vary throughout the period, on either a monthly or quarterly basis, for bothperiod. The majority of our investments andare based on contracts which reset quarterly while our Credit Facility.Facility resets monthly. The hypothetical results would also be impacted by the changes in the amount of debt outstanding under our Credit Facility (with an increase (decrease) in the debt outstanding under the Credit Facility resulting in an (increase) decrease in the hypothetical interest expense).

​

Item 4. Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, President, Chief Financial Officer, Chief Compliance Officer and Chief Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act). Based on that evaluation, our Chief Executive Officer, President, Chief Financial Officer, Chief Compliance Officer and Chief Accounting Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to us that is required to be disclosed in the reports we file or submit under the Exchange Act. There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 20212022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

​

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings


We may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, we do not expect any current matters will materially affect our financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.

​

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors described in Part I, Item“Item 1A. “RiskRisk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2021 that we filed with the SEC on February 25, 2022, which could materially affect our business, financial condition and/or operating results. There have been no material changes to the risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

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2021.

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The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202021 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended September 30, 2021,2022, we issued 95,364164,216 shares of our common stock under our dividend reinvestment plan. These issuances were not subject to the registration requirements of the Securities Act of 1933, as amended. The aggregate value of the shares of common stock issued during the three months ended September 30, 20212022 under the dividend reinvestment plan was approximately $4.0$6.6 million.


Upon vesting of restricted stock awarded pursuant to our employee equity compensation plan, shares may be withheld to meet applicable tax withholding requirements. Any withheld shares are treated as common stock purchases by the Company in our consolidated financial statements as they reduce the number of shares received by employees upon vesting (see “Purchase of vested stock for employee payroll tax withholding” in the consolidated statementsConsolidated Statements of changesChanges in net assetsNet Assets for share amounts withheld).

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Item 6. Exhibits

Listed below are the exhibits which are filed as part of this report (according to the number assigned to them in Item 601 of Regulation S-K):

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Exhibit
Number

Description of Exhibit

31.1

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31.2

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32.1

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32.2

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101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

*

Exhibit previously filed with the Securities and Exchange Commission, as indicated, and incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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Main Street Capital Corporation

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/s/ DWAYNE L. HYZAK

Date: November 5, 2021

4, 2022

Dwayne L. Hyzak

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Chief Executive Officer

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(principal executive officer)

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/s/ JESSE E. MORRIS

Date: November 5, 2021

4, 2022

Jesse E. Morris

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Chief Financial Officer and Chief Operating Officer

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(principal financial officer)

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/s/ LANCE A. PARKER

Date: November 5, 2021

4, 2022

Lance A. Parker

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Vice President and Chief Accounting Officer

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(principal accounting officer)

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