# MONROE CAPITAL Corp (MRCC) — merger/definitive [completed] Source: SEC API (secapi.ai) · situation sit_0886fe89376a3ad68aa0 · retrieved 2026-08-11T16:03:47.438Z ## Overview Monroe Capital Corporation is an externally managed, publicly traded BDC (NASDAQ: MRCC) that primarily invests in senior, unitranche and junior secured debt of U.S. middle-market companies. Monroe Capital Corporation announced an increase of $13.0 million ($0.61 per share) to its final special distribution to legacy MRCC stockholders, bringing the total pre-merger closing distribution to $15.9 million ($0.75 per share). The distribution is contingent upon MRCC stockholder approval of the previously announced merger with Horizon Technology Finance Corporation (HRZN), with HRZN to be the surviving public entity trading on NASDAQ under the symbol "HRZN". Additionally, HRZN's Board announced its intent to supplement regular monthly distributions to combined company stockholders for two quarters post-closing using HRZN's $27.6 million in undistributed taxable earnings as of December 31, 2025, with anticipated supplemental distributions of at least $0.02 to $0.04 per share per month in the first quarter post-closing. The MRCC special meeting of stockholders is scheduled for March 13, 2026. ## Terms - Counterparty: Horizon Technology Finance Corporation · Consideration: cash · Price/share: $0.75 ## Key dates - Announced 2026-01-20 · Record 2026-01-15 · Vote 2026-03-13 · Completed 2026-04-14 ## Timeline - 2026-01-20 · DEFM14A (0001140361-26-001670): DEFM14A - MONROE CAPITAL Corp — *Monroe Capital Corporation is an externally managed, closed-end, non-diversified business development company focused on providing customized financing solutions primarily to lower middle-market companies in the United States and Canada, with a focus on senior secured, junior secured, and unitranche secured debt and, to a lesser extent, unsecured subordinated debt and equity investments.* Horizon Technology Finance Corporation (HRZN) and Monroe Capital Corporation (MRCC) have agreed to combine pursuant to an Agreement and Plan of Merger dated August 7, 2025. The transaction involves two sequential mergers: first, HRZN's subsidiary HMMS, Inc. will merge with and into MRCC, with MRCC surviving as a wholly owned subsidiary of HRZN; immediately thereafter, MRCC will merge with and into HRZN, with HRZN as the surviving entity. Each MRCC stockholder will receive a number of shares of HRZN Common Stock equal to the Exchange Ratio, determined based on the net asset values of each company as of a date no earlier than 48 hours prior to the merger's effective time. Upon completion of the merger, the HRZN Advisor will waive $4.0 million of Base Management Fees and/or Incentive Fees at the rate of $1.0 million per quarter for four quarters commencing at the end of the first full fiscal quarter following closing. The merger is contingent on approval by HRZN and MRCC stockholders, consummation of an Asset Sale (whereby MRCC will sell its investment assets to Monroe Capital Income Plus Corporation for cash), and satisfaction of other closing conditions. https://www.sec.gov/Archives/edgar/data/1512931/0001140361-26-001670.txt - 2026-01-23 · 425 (0001140361-26-002089): 425 - MONROE CAPITAL Corp — *Monroe Capital Corporation is a business development company that provides venture debt and other financing to sponsor-backed private companies in technology, healthcare, life sciences, and sustainability sectors.* Monroe Capital Corporation (MRCC), a Maryland corporation, proposes to sell substantially all of its assets to Monroe Capital Income Plus Corporation (MCIP) and subsequently merge with Horizon Technology Finance Corporation (HRZN). The two transactions are contingent upon each other and require shareholder approval at a special meeting scheduled for March 13, 2026. The combined company is expected to have more than $475 million of net assets (based on September 30, 2025 financials) and will benefit from approximately $160 million of additional equity capital before leverage. Horizon Technology Finance Management LLC (HTFM) will continue to manage the combined company post-closing and has agreed to waive an aggregate of $4 million of advisory fees over the first four full fiscal quarters following closing, at a rate of up to $1 million per quarter. https://www.sec.gov/Archives/edgar/data/1512931/0001140361-26-002089.txt - 2026-01-28 · 425 (0001140361-26-002692): 425 - MONROE CAPITAL Corp — *Monroe Capital Corporation is a business development company that provides debt and equity financing to growth-stage companies in the technology and life sciences sectors.* Monroe Capital Corporation (MRCC) has proposed a merger with Horizon Technology Finance Corporation (HRZN), with MRCC also proposing to sell assets to Monroe Capital Income Plus Corporation (MCIP). The transaction is subject to shareholder approval, with a special meeting scheduled for March 13, 2026. A joint proxy statement and registration statement on Form N-14 have been filed with the SEC. The filing does not disclose specific deal value, consideration type, or expected closing date. https://www.sec.gov/Archives/edgar/data/1512931/0001140361-26-002692.txt - 2026-01-29 · 425 (0001140361-26-002803): 425 - MONROE CAPITAL Corp — *Monroe Capital Corporation is a business development company that invests in middle-market companies.* Monroe Capital Corporation (MRCC) is pursuing a merger with Horizon Technology Finance Corporation (HRZN) and a related asset sale to Monroe Capital Income Plus Corporation (MCIP). The transaction will enable MRCC stockholders to exchange their shares into HRZN shares in a tax-efficient manner. A special stockholder meeting is scheduled for March 13, 2026, to vote on both proposals. The Board believes the transactions will unlock immediate value for stockholders and position them to participate in HRZN's larger platform with a significant capital infusion to support future growth. https://www.sec.gov/Archives/edgar/data/1512931/0001140361-26-002803.txt - 2026-01-29 · 425 (0001140361-26-002804): 425 - MONROE CAPITAL Corp — *Monroe Capital Corporation is a business development company that provides capital to middle-market companies.* Monroe Capital Corporation (MRCC) has proposed to merge with and into Horizon Technology Finance Corporation (HRZN), with MRCC also proposing to sell assets to Monroe Capital Income Plus Corporation (MCIP). The transaction is subject to shareholder approval, with a special meeting of shareholders scheduled for March 13, 2026. The combined company is expected to benefit from improved operations, enhanced revenues and cash flow, and increased market profile and financial strength. The transaction is contingent on various closing conditions, including regulatory approvals and shareholder votes from both MRCC and HRZN shareholders. https://www.sec.gov/Archives/edgar/data/1512931/0001140361-26-002804.txt - 2026-02-04 · 425 (0001140361-26-003692): 425 - MONROE CAPITAL Corp — *Monroe Capital Corporation is a business development company that provides debt and equity financing to portfolio companies.* Monroe Capital Corporation (MRCC) has proposed a merger with Horizon Technology Finance Corporation (HRZN), with MRCC to be merged into HRZN. In connection with the merger, MRCC is also proposing to sell assets to Monroe Capital Income Plus Corporation (MCIP). The transaction is subject to shareholder approval at a special meeting of stockholders. A joint proxy statement and registration statement on Form N-14 have been filed with the SEC. https://www.sec.gov/Archives/edgar/data/1512931/0001140361-26-003692.txt - 2026-02-11 · 425 (0001140361-26-004798): 425 - MONROE CAPITAL Corp — *Monroe Capital Corporation is a business development company that provides capital to growth-stage companies.* Monroe Capital Corporation (MRCC) has agreed to merge with Horizon Technology Finance Corporation (HRZN), with MRCC also proposing to sell assets to Monroe Capital Income Plus Corporation (MCIP). The transaction is being submitted to shareholders of both MRCC and HRZN for approval via a joint proxy statement and registration statement on Form N-14 (File No. 333-290114) filed with the SEC. The combined company will be led by Horizon Technology Finance Management LLC (HTFM). No specific deal value, consideration type, or closing date is disclosed in this filing. https://www.sec.gov/Archives/edgar/data/1512931/0001140361-26-004798.txt - 2026-03-03 · 425 (0001140361-26-007601): 425 - MONROE CAPITAL Corp — *Monroe Capital Corporation is a business development company that provides venture debt and other financing solutions to private companies.* Monroe Capital Corporation (MRCC) shareholders are being asked to vote on a proposed asset sale to Monroe Capital Income Plus Corporation (MCIP) and a subsequent merger with Horizon Technology Finance Corporation (HRZN). The two transactions are contingent upon each other. Based on September 30, 2025 financials, the combined company is expected to have more than $475 million of net assets, including approximately $160 million of additional equity capital before adding permitted leverage. Horizon Technology Finance Management LLC (HTFM) has agreed to waive an aggregate of $4 million of advisory fees over the first four full fiscal quarters following the closing, at a rate of up to $1 million per quarter. The special shareholder meeting is scheduled for March 13, 2026. https://www.sec.gov/Archives/edgar/data/1512931/0001140361-26-007601.txt - 2026-03-06 · 425 (0001140361-26-008281): 425 - MONROE CAPITAL Corp — *Monroe Capital Corporation is a business development company that invests in portfolio companies; it is party to a proposed merger with Horizon Technology Finance Corporation following the sale of its investment assets.* On August 7, 2025, Horizon Technology Finance Corporation (HRZN) entered into an Agreement and Plan of Merger with Monroe Capital Corporation (MRCC) and related parties. The transaction structure involves two steps: first, MRCC will sell all of its investment assets and related liabilities to Monroe Capital Income Plus Corporation (MCIP) for cash under an Asset Purchase Agreement; second, HRZN's wholly owned subsidiary HMMS, Inc. will merge with and into MRCC, with MRCC surviving as a wholly owned subsidiary of HRZN, followed immediately by MRCC merging into HRZN with HRZN as the surviving company. A special meeting of HRZN stockholders is scheduled for March 13, 2026 at 2:30 p.m. Eastern Time to vote on the merger stock issuance proposal and director election proposal. https://www.sec.gov/Archives/edgar/data/1512931/0001140361-26-008281.txt - 2026-03-10 · 425 (0001140361-26-008649): 425 - MONROE CAPITAL Corp — *Monroe Capital Corporation is an externally managed, publicly traded BDC (NASDAQ: MRCC) that primarily invests in senior, unitranche and junior secured debt of U.S. middle-market companies.* Monroe Capital Corporation announced an increase of $13.0 million ($0.61 per share) to its final special distribution to legacy MRCC stockholders, bringing the total pre-merger closing distribution to $15.9 million ($0.75 per share). The distribution is contingent upon MRCC stockholder approval of the previously announced merger with Horizon Technology Finance Corporation (HRZN), with HRZN to be the surviving public entity trading on NASDAQ under the symbol "HRZN". Additionally, HRZN's Board announced its intent to supplement regular monthly distributions to combined company stockholders for two quarters post-closing using HRZN's $27.6 million in undistributed taxable earnings as of December 31, 2025, with anticipated supplemental distributions of at least $0.02 to $0.04 per share per month in the first quarter post-closing. The MRCC special meeting of stockholders is scheduled for March 13, 2026. https://www.sec.gov/Archives/edgar/data/1512931/0001140361-26-008649.txt - 2026-04-14 · 8-K (0001140361-26-014615): 8-K 8-K https://www.sec.gov/Archives/edgar/data/1512931/000114036126014615/ef20070437_8k.htm ## Citations - 0001140361-26-001670 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126001670 - 0001140361-26-002089 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126002089 - 0001140361-26-002692 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126002692 - 0001140361-26-002803 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126002803 - 0001140361-26-002804 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126002804 - 0001140361-26-003692 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126003692 - 0001140361-26-004798 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126004798 - 0001140361-26-007601 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126007601 - 0001140361-26-008281 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126008281 - 0001140361-26-008649 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126008649 - 0001140361-26-014615 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126014615