MidCap FinCo D Indefinite amount in equity / debt, sold $1B, 4 investors

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:	3235-0076
Estimated average burden
hours per response:	4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001625382

	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
X	Other (Specify)

private limited company

Name of Issuer

MidCap FinCo Ltd

Jurisdiction of Incorporation/Organization

IRELAND

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2014
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
MidCap FinCo Ltd
Street Address 1		Street Address 2
C/O MAPLES FS, 2ND FLOOR		BEAUX LANE HOUSE, MERCER STREET LOWER
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
DUBLIN 2	IRELAND	NONE	35316973200

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001625383

	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
X	Other (Specify)

private limited company

Name of Issuer

MidCap FinCo Holdings Ltd

Jurisdiction of Incorporation/Organization

IRELAND

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2014
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
MidCap FinCo Holdings Ltd
Street Address 1		Street Address 2
C/O MAPLES FS, 2ND FLOOR		BEAUX LANE HOUSE, MERCER STREET LOWER
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
DUBLIN 2	IRELAND	NONE	35316973200

3. Related Persons

Last Name	First Name	Middle Name
Goggin	Brian
Street Address 1	Street Address 2
c/o Maples FS, 2nd Floor	Beaux Lane House, Mercer Street Lower
City	State/Province/Country	ZIP/PostalCode
Dublin 2	IRELAND	None

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Glatt	Joseph	D.
Street Address 1	Street Address 2
c/o Maples FS, 2nd Floor	Beaux Lane House, Mercer Street Lower
City	State/Province/Country	ZIP/PostalCode
Dublin 2	IRELAND	None

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Leat	Chad
Street Address 1	Street Address 2
c/o Maples FS, 2nd Floor	Beaux Lane House, Mercer Street Lower
City	State/Province/Country	ZIP/PostalCode
Dublin 2	IRELAND	None

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Apollo Capital Management, L.P.	Apollo Capital Management, L.P.
Street Address 1	Street Address 2
9 West 57th Street
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10019

Relationship: Executive Officer Director X Promoter

Clarification of Response (if Necessary):

Investment Manager for MidCap FinCo Limited

Last Name	First Name	Middle Name
Black	Leon
Street Address 1	Street Address 2
9 West 57th Street
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10019

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer for the Investment Manager of MidCap FinCo Limited

Last Name	First Name	Middle Name
Civale	Anthony
Street Address 1	Street Address 2
9 West 57th Street
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10019

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer for the Investment Manager of MidCap FinCo Limited

Last Name	First Name	Middle Name
Harris	Joshua
Street Address 1	Street Address 2
9 West 57th Street
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10019

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer for the Investment Manager of MidCap FinCo Limited

Last Name	First Name	Middle Name
Kelly	Martin	B.
Street Address 1	Street Address 2
9 West 57th Street
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10019

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer for the Investment Manager of MidCap FinCo Limited

Last Name	First Name	Middle Name
Michel	Cindy	Z.
Street Address 1	Street Address 2
9 West 57th Street
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10019

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer for the Investment Manager of MidCap FinCo Limited

Last Name	First Name	Middle Name
Rowan	Marc	J.
Street Address 1	Street Address 2
9 West 57th Street
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10019

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer for the Investment Manager of MidCap FinCo Limited

Last Name	First Name	Middle Name
Suydam	John	J.
Street Address 1	Street Address 2
9 West 57th Street
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10019

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer for the Investment Manager of MidCap FinCo Limited

Last Name	First Name	Middle Name
Travers	George
Street Address 1	Street Address 2
9 West 57th Street
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10019

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer for the Investment Manager of MidCap FinCo Limited

Last Name	First Name	Middle Name
Vershell	Shari
Street Address 1	Street Address 2
9 West 57th Street
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10019

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer for the Investment Manager of MidCap FinCo Limited

Last Name	First Name	Middle Name
Zelter	James
Street Address 1	Street Address 2
9 West 57th Street
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10019

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Officer for the Investment Manager of MidCap FinCo Limited

4. Industry Group

Agriculture

Banking & Financial Services

	Commercial Banking
	Insurance
	Investing
	Investment Banking
	Pooled Investment Fund
	Is the issuer registered as an investment company under the Investment Company Act of 1940?
	Yes No
X	Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care

Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care

Manufacturing

Real Estate

Commercial

Construction

REITS & Finance

Residential

Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
		Rule 505
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

X Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)  

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

X Section 3(c)(7)

7. Type of Filing

X	New Notice	Date of First Sale	2014-11-01	First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity	Pooled Investment Fund Interests
X	Debt	Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security	Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? X Yes No

Clarification of Response (if Necessary):

A portion of the securities to be issued by MidCap FinCo Limited in this offering will be issued in respect of the transfer of assets to MidCap FinCo Limited.

11. Minimum Investment

Minimum investment accepted from any outside investor $1,000,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount		USD	or X Indefinite
Total Amount Sold	$1,000,895,069	USD
Total Remaining to be Sold		USD	or X Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

4

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Certain management fees will be paid to Apollo Capital Management, L.P., an entity that may be directly controlled by certain individuals listed in Item 3 above.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

X I also am a duly authorized representative of the other issuer(s) identified in Item 1 above and authorized to sign on their behalf.

Issuer	Signature	Name of Signer	Title	Date
MidCap FinCo Ltd	Joseph D. Glatt	Joseph D. Glatt	Director	2014-11-13

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.