Ares Capital Corporation has agreed to acquire MidCap Financial Investment Corporation in a stock-and-cash transaction valued at approximately $2.6 billion in enterprise value.
The deal is expected to strengthen Ares Capital’s position as the largest publicly traded business development company and expand Ares Management’s U.S. direct lending platform.
Under the agreement, MidCap Financial Investment stockholders are expected to receive total consideration of $10.88 per fully diluted share.
That consideration consists of approximately $1.21 per share in cash provided by a subsidiary of Ares Management and approximately $9.67 per share in Ares Capital common stock, subject to adjustments related to a special dividend expected to be paid by MFIC before closing.
The $10.88 per-share consideration represents a premium of approximately 30.1% to MFIC’s closing price on October 26, 2026 and approximately 25.8% to its 30-day volume-weighted average share price.
MFIC’s preliminary net asset value was approximately $12.86 per share as of September 30, 2026.
The combination is expected to increase Ares Capital’s pro forma investment portfolio to more than 800 portfolio companies and more than $31 billion of investments at fair value.
MFIC is also expected to add more than 200 incumbent borrower positions and expand Ares Capital’s sponsor relationships to more than 600.
Ares Capital expects the transaction to be modestly accretive to core earnings per share and supportive of future dividends.
The company may issue up to approximately 41 million shares to MFIC investors, although the final number is expected to be lower after adjustments associated with the special dividend.
Existing Ares Capital stockholders are expected to own approximately 95% of the combined company, with existing MFIC stockholders owning approximately 5%, excluding the impact of the special dividend.
Wells Fargo has agreed to provide up to $750 million of additional secured financing to support the transaction.
Closing is expected during the first half of 2027, subject to MFIC stockholder approval, regulatory approvals, and other customary closing conditions.
KEY QUOTES:
“We’re excited to announce our acquisition of MFIC, which we believe reinforces our leading competitive position, advances our strategic goals and enhances the earnings power of our company.”
Kort Schnabel, CEO Of Ares Capital
“We expect the transaction to be accretive to core earnings and supportive of our future dividends, while preserving the balance sheet strength and financial flexibility that have been central to Ares Capital’s long-term performance.”
Scott Lem, CFO And Treasurer Of Ares Capital
“This agreement with Ares Capital represents a value-maximizing transaction that we are pleased to deliver for MFIC stockholders.”
Tanner Powell, Executive Chairman And CEO Of MidCap Financial Investment Corporation
“Apollo will continue to invest in and grow our middle-market direct lending franchise, including through the MidCap Financial platform.”
John Zito, Co-President Of Apollo Asset Management
