Correspondence 0001193125-24-071827 from MidCap Financial Investment Corp (MFIC, MFICL) (CIK 0001278752) (MFIC)
MidCap Financial Investment Corp (MFIC, MFICL) (CIK 0001278752)
Date: March 19, 2024 · CIK: 0001278752 · Accession: 0001193125-24-071827
AI Filing Summary & Sentiment
File numbers found in text: 333-275640
Letter
VIA EDGAR Securities and Exchange Commission Division of Investment Management Washington, D.C. 20549 Attn: Christina DiAngelo Fettig, Christopher Carlson, Daniele Marchesani, Jay Williamson, Raymond Be and Thomas Ahmadifar Re: MidCap Financial Investment Corporation Registration Statement on Form N-14 (File No. 333-275640)
Dear Ms. Fettig and Messrs. Carlson, Marchesani, Williamson, Be and Ahmadifar:
On behalf of MidCap Financial Investment Corporation (the “Fund”), we hereby transmit to the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) the Pre-Effective Amendment No. 2 (“Amendment No. 2”) to the above referenced registration statement on Form N-14 initially filed with the SEC on November 17, 2023 (the “Initial Filing”) and as amended by the Pre-Effective Amendment No. 1 filed with the SEC on January 17, 2024 (“Amendment No. 1” and, together with the Initial Filing and Amendment No. 2, the “Registration Statement”) by the Fund and are providing the following responses to comments received by telephone from the Staff on January 30, 2024, February 14, 2024, February 16, 2024 and March 15, 2024. The responses and information described below are based upon information provided to us by the Fund. Please note that all page numbers in our responses are references to the page numbers of Amendment No. 2. All capitalized terms used but not defined in this letter have the meanings given to them in Amendment No. 2.
1. Comment: We note the Fund’s response to Comment 46 in the Fund’s letter responding to prior comments from the Staff, filed with the SEC on January 17, 2024 (the “Prior Comment Response Letter”). Please revise the response to confirm that in future filings, such as an annual report on Form 10-K, (i) any unrealized gains will be included as a separate line item on the statement of operations and (ii) include a reference to the note describing the unrealized gain and that the gain is not subject to incentive fee calculations.
Response: In response to the Staff’s comments, the Fund confirms that it will include the requested disclosure in future filings, such as an annual report on Form 10-K.
Securities and Exchange Commission
March 19, 2024
2. Comment: We note the Fund’s response to Comment 47 in the Prior Comment Response Letter. Please revise the response to confirm that in future filings, such as an annual report on Form 10-K, the Fund will include a footnote to the “Financial Highlights of MFIC” table for the net gains and losses per share explaining the unrealized gains related to the Mergers.
Response: In response to the Staff’s comments, the Fund confirms that it will include the requested disclosure in future filings, such as an annual report on Form 10-K.
3. Comment: The answer to the second question on page 12 of Amendment No. 1 (“Will MFIC, AFT and AIF incur expenses in soliciting proxies?”) states that “If both Mergers are not consummated, MFIC Adviser shall reimburse MFIC for all fees and expenses incurred and payable by MFIC up to a specified amount.” Please revise the disclosure to state the actual maximum amount that MFIC Adviser will reimburse MFIC.
Response: In response to the Staff’s comments, the Fund has revised the disclosure accordingly, including on page 12 of Amendment No. 2.
4. Comment: With respect to footnote 5 to the “Comparative Fees and Expenses” table on page 60 of Amendment No. 1, please confirm the file numbers for AFT and AIF are accurate.
Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly on page 58 of Amendment No. 2 to ensure that the file numbers are correct.
5. Comment: With respect to footnote 13 to the “Comparative Fees and Expenses” table on page 63 of Amendment No. 1, please consider revising footnote 13 to state “The MFIC Special Distribution is excluded from this pro-forma calculation as such distribution would affect the net assets of MFIC. The expenses relating to the Mergers are not included in these pro-forma calculations because MFIC Adviser will pay the transaction-related expenses if the Mergers are consummated. These pro-forma calculations assume that the AFT Mergers and AIF Mergers will occur”, which is the disclosure provided earlier on page 20.
Response: In response to the Staff’s comments, the Fund has revised the disclosure accordingly, including on page 61 of Amendment No. 2.
6. Comment: In the lead-in narrative to the “Examples” section on page 63 of Amendment No. 1, the disclosure states “In calculating the following expense amounts, each of MFIC, AFT, AIF has assumed that it would have no additional leverage and that its annual operating expenses would remain at the levels set forth in the tables above.” Please consider whether disclosure similar to the disclosure in footnote 6 to the “Capitalization” table on page 67 of Amendment No. 1 would also be applicable here.
Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly, including on page 61 of Amendment No. 2.
7. Comment: On page 63 of Amendment No. 1 in the section titled “Examples,” the disclosure states “You would pay the following expenses on a $1,000 investment: MFIC, assuming a 5% annual return (assumes return entirely from realized capital gains)”. Please revise the disclosure to include a numerical amount for these example figures, including with respect to the pro form examples.
Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly, including on pages 61 and 62 of Amendment No. 2.
Securities and Exchange Commission
March 19, 2024
8. Comment: On page 67 of Amendment No. 1 in the section titled “Capitalization,” MFIC’s capitalization figures as of September 30, 2023 and Pro Forma as of December 31, 2023 are identical. Please confirm these figures are accurate or update the figures accordingly.
Response: In response to the Staff’s comment, the Fund has deleted the “Pro Forma as of December 31, 2023” column from the capitalization table as it is no longer necessary in light of updating the Registration Statement to reflect a balance sheet date of December 31, 2023 and no material changes have occurred since such date.
9. Comment: On page 67 of Amendment No. 1 in the section titled “Capitalization,” the Pro Forma NAV per common share for MFIC/AFT/AIF is $25.63. Please confirm if this value is accurate or if this value should be $15.08.
Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly, including on page 65 of Amendment No. 2.
10. Comment: On pages 67 – 68 of Amendment No. 1 in the section titled “Capitalization,” please explain how the pro forma adjustments in footnotes 6, 7 and 8 are calculated.
Response: In response to the Staff’s comments, the Fund has included the below explanations for the pro forma adjustment calculations for footnotes 6, 7 and 8 to the Capitalization table.
AFT/AIF/MFIC Merger
The pro forma adjustments corresponding to the successful merger of both AFT and AIF with MFIC includes two adjustments. The first adjustment is to the shares outstanding to reflect the exchange of the outstanding AFT and AIF shares to newly issued MFIC shares. The outstanding AFT and AIF shares as of December 31, 2023 would be multiplied by their respective exchange ratios to MFIC. The sum of that calculation would then be added to the outstanding shares of MFIC as of December 31, 2023. This would calculate to a decrease adjustment of 981,699 shares, with a calculation table listed below.
All numbers as of 12/31/23
MFIC
MFIC NAV
15.41
A1
MFIC Shares Outstanding
65,253,275
A2
AFT
AIF
NAV
15.03
14.77
B
Exchange Ratio
97.56%
95.84%
C = B / A1
Shares Outstanding
15,573,575
14,464,026
D
MFIC Shares Received in Exchange
15,193,580
13,862,323
E = C * D
Merged Entity
Share Outstanding Pre-Merger
95,290,876
F = A2 + Sum of D
Share Outstanding Post-Merger
94,309,177
G = A2 + Sum of E
Total Adjustment
981,699
H = F - G
Securities and Exchange Commission
March 19, 2024
The second adjustment is to cash for the $0.20 special distribution paid to the shareholders of the merged entities. This would be calculated by multiplying the adjusted shares outstanding, as described above, by the $0.20 special distribution, totaling a reduction adjustment of $18.9 million (94,309,177 shares outstanding * $0.20 special distribution = $18,861,835).
AFT /MFIC Merger
The pro forma adjustments corresponding to the successful merger of only AFT with MFIC includes two adjustments. The first adjustment is to the shares outstanding to reflect the exchange of the outstanding AFT shares to newly issued MFIC shares. The outstanding AFT shares as of December 31, 2023 would be multiplied by an exchange ratio to MFIC. The sum of that calculation would then be added to the outstanding shares of MFIC as of December 31, 2023. This would calculate to a decrease adjustment of 379,995 shares, with a calculation table listed below.
All numbers as of 12/31/23
MFIC
MFIC NAV
15.41
A1
MFIC Shares Outstanding
65,253,275
A2
AFT
NAV
15.03
B
Exchange Ratio
97.56%
C = B / A1
Shares Outstanding
15,573,575
D
MFIC Shares Received in Exchange
15,193,580
E = C * D
Merged Entity
Share Outstanding Pre-Merger
80,826,850
F = A2 + D
Share Outstanding Post-Merger
80,446,855
G = A2 + E
Total Adjustment
379,995
H = F - G
The second adjustment is to cash for the $0.20 special distribution paid to the shareholders of the merged entities. This would be calculated by multiplying the adjusted shares outstanding, as described above, by the $0.20 special distribution, totaling a reduction adjustment of $15.8 million (80,446,855 shares outstanding * $0.20 special distribution = $16,089,370).
Securities and Exchange Commission
March 19, 2024
AIF /MFIC Merger
The pro forma adjustments corresponding to the successful merger of only AIF with MFIC includes two adjustments. The first adjustment is to the shares outstanding to reflect the exchange of the outstanding AIF shares to newly issued MFIC shares. The outstanding AIF shares as of December 31, 2023 would be multiplied by an exchange ratio to MFIC. The sum of that calculation would then be added to the outstanding shares of MFIC as of December 31, 2023. This would calculate to a decrease adjustment of 601,703 shares, with a calculation table listed below.
All numbers as of 12/31/23
MFIC
MFIC NAV
15.41
A1
MFIC Shares Outstanding
65,253,275
A2
AIF
NAV
14.77
B
Exchange Ratio
95.84%
C = B / A1
Shares Outstanding
14,464,026
D
MFIC Shares Received in Exchange
13,862,323
E = C * D
Merged Entity
Share Outstanding Pre-Merger
79,717,301
F = A2 + D
Share Outstanding Post-Merger
79,115,598
G = A2 + E
Total Adjustment
601,703
H = F - G
The second adjustment is to cash for the $0.20 special distribution paid to the shareholders of the merged entities. This would be calculated by multiplying the adjusted shares outstanding, as described above, by the $0.20 special distribution, totaling a reduction adjustment of $15.8 million (79,115,598 shares outstanding * $0.20 special distribution = $15,823,119).
11. Comment: With respect to the MFIC “Share Price Information” table on page 198 of Amendment No. 1, please revise the table to include the share price information for the quarter ended December 31, 2023.
Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly on page 194 of Amendment No. 2.
12. Comment: With respect to the AFT “Share Price Information” table on page 200 of Amendment No. 1, please revise the table to include the share price information for the quarter ended December 31, 2023.
Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly on page 196 of Amendment No. 2.
13. Comment: With respect to the AIF “Share Price Information” table on page 201 of Amendment No. 1, please revise the table to include the share price information for the quarter ended December 31, 2023.
Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly on page 197 of Amendment No. 2.
Securities and Exchange Commission
March 19, 2024
14. Comment: In the lead-in narrative to the senior securities table of MFIC on page 217 of the Registration Statement, the disclosure states that Deloitte’s report on the senior securities table is incorporated by reference. Please revise Deloitte’s consent to note that Deloitte also consents to the incorporation by reference of its report on the senior securities table.
Response: In response to the Staff’s comment, Deloitte has revised its consent accordingly and the Fund has filed the revised consent as an exhibit to Amendment No. 2.
15. Comment: With respect to the “Portfolio Companies of MFIC” table beginning on page 220 of Amendment No. 1, please ensure the information in the table is provided as of December 31, 2023 to the extent such information is available when the next amendment is filed.
Response: In response to the Staff’s comment, the Fund has revised the portfolio company table of MFIC to include the information as of December 31, 2023, beginning on page 217 of Amendment No. 2.
16. Comment: Please confirm if the consolidated financial statements of Merx Aviation Finance, LLC and its subsidiaries (“Merx Aviation”), which are referenced on page 293 of Amendment No. 1, were included in MFIC’s Transition Report on Form 10-KT for the transition period from April 1, 2022 to December 31, 2022 or if the reference in Amendment No. 1 should be to the actual document that included the financial statements of Merx Aviation.
Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly to reference the Fund’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the SEC on May 19, 2022.
17. Comment: The answer to the third question on page 19 of Amendment No. 2 (“What are the pro forma costs and expenses estimated to be incurred by the combined company in the first year following completion of the Mergers?”) includes a comparative fees and expenses table. Please confirm the “Total annual expenses” for AFT and AIF as a percentage of net assets attributable to common stock are accurate.
Response: In response to the Staff’s comments, the Fund has revised the disclosure accordingly, on page 19 of Amendment No. 2.
18. Comment: With respect to the “Comparative Fees and Expenses” table on page 61 of Amendment No. 2, please confirm the “Total annual expenses” for AFT and AIF as a percentage of net assets attributable to common stock are accurate.
Response: In response to the Staff’s comments, the Fund has revised the disclosure accordingly, on page 57 of Amendment No. 2.
19. Comment: On page 61 of Amendment No. 2 in the section titled “Examples,” the disclosure states “You would pay the following expenses on a $1,000 investment: MFIC, assuming a 5% annual return (assumes return entirely from realized capital gains)”. The Staff notes that these example calculations assume no incentive fees. Please revise the disclosure to assume that there is an incentive fee.
Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly, including on page 61 of Amendment No. 2.
Securities and Exchange Commission
March 19, 2024
20. Comment: On page 65 of Amendment No. 2 in the section titled “Capitalization,” the Actual “Debt less unamortized debt issuance costs” for MFIC is 1,442,832. Please confirm if this va
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CORRESP 1 filename1.htm CORRESP Simpson Thacher & Bartlett LLP 900 G STREET NW WASHINGTON, DC 20001 TELEPHONE: +1-202-636-5500 FACSIMILE: +1-202-636-5502 Direct Dial Number 202-636-5592 E-mail Address Steven.Grigoriou@stblaw.com March 19, 2024 VIA EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Attn: Christina DiAngelo Fettig, Christopher Carlson, Daniele Marchesani, Jay Williamson, Raymond Be and Thomas Ahmadifar Re: MidCap Financial Investment Corporation Registration Statement on Form N-14 (File No. 333-275640) Dear Ms. Fettig and Messrs. Carlson, Marchesani, Williamson, Be and Ahmadifar: On behalf of MidCap Financial Investment Corporation (the “Fund”), we hereby transmit to the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) the Pre-Effective Amendment No. 2 (“Amendment No. 2”) to the above referenced registration statement on Form N-14 initially filed with the SEC on November 17, 2023 (the “Initial Filing”) and as amended by the Pre-Effective Amendment No. 1 filed with the SEC on January 17, 2024 (“Amendment No. 1” and, together with the Initial Filing and Amendment No. 2, the “Registration Statement”) by the Fund and are providing the following responses to comments received by telephone from the Staff on January 30, 2024, February 14, 2024, February 16, 2024 and March 15, 2024. The responses and information described below are based upon information provided to us by the Fund. Please note that all page numbers in our responses are references to the page numbers of Amendment No. 2. All capitalized terms used but not defined in this letter have the meanings given to them in Amendment No. 2. 1. Comment: We note the Fund’s response to Comment 46 in the Fund’s letter responding to prior comments from the Staff, filed with the SEC on January 17, 2024 (the “Prior Comment Response Letter”). Please revise the response to confirm that in future filings, such as an annual report on Form 10-K, (i) any unrealized gains will be included as a separate line item on the statement of operations and (ii) include a reference to the note describing the unrealized gain and that the gain is not subject to incentive fee calculations. Response: In response to the Staff’s comments, the Fund confirms that it will include the requested disclosure in future filings, such as an annual report on Form 10-K. Securities and Exchange Commission March 19, 2024 2. Comment: We note the Fund’s response to Comment 47 in the Prior Comment Response Letter. Please revise the response to confirm that in future filings, such as an annual report on Form 10-K, the Fund will include a footnote to the “Financial Highlights of MFIC” table for the net gains and losses per share explaining the unrealized gains related to the Mergers. Response: In response to the Staff’s comments, the Fund confirms that it will include the requested disclosure in future filings, such as an annual report on Form 10-K. 3. Comment: The answer to the second question on page 12 of Amendment No. 1 (“Will MFIC, AFT and AIF incur expenses in soliciting proxies?”) states that “If both Mergers are not consummated, MFIC Adviser shall reimburse MFIC for all fees and expenses incurred and payable by MFIC up to a specified amount.” Please revise the disclosure to state the actual maximum amount that MFIC Adviser will reimburse MFIC. Response: In response to the Staff’s comments, the Fund has revised the disclosure accordingly, including on page 12 of Amendment No. 2. 4. Comment: With respect to footnote 5 to the “Comparative Fees and Expenses” table on page 60 of Amendment No. 1, please confirm the file numbers for AFT and AIF are accurate. Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly on page 58 of Amendment No. 2 to ensure that the file numbers are correct. 5. Comment: With respect to footnote 13 to the “Comparative Fees and Expenses” table on page 63 of Amendment No. 1, please consider revising footnote 13 to state “The MFIC Special Distribution is excluded from this pro-forma calculation as such distribution would affect the net assets of MFIC. The expenses relating to the Mergers are not included in these pro-forma calculations because MFIC Adviser will pay the transaction-related expenses if the Mergers are consummated. These pro-forma calculations assume that the AFT Mergers and AIF Mergers will occur”, which is the disclosure provided earlier on page 20. Response: In response to the Staff’s comments, the Fund has revised the disclosure accordingly, including on page 61 of Amendment No. 2. 6. Comment: In the lead-in narrative to the “Examples” section on page 63 of Amendment No. 1, the disclosure states “In calculating the following expense amounts, each of MFIC, AFT, AIF has assumed that it would have no additional leverage and that its annual operating expenses would remain at the levels set forth in the tables above.” Please consider whether disclosure similar to the disclosure in footnote 6 to the “Capitalization” table on page 67 of Amendment No. 1 would also be applicable here. Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly, including on page 61 of Amendment No. 2. 7. Comment: On page 63 of Amendment No. 1 in the section titled “Examples,” the disclosure states “You would pay the following expenses on a $1,000 investment: MFIC, assuming a 5% annual return (assumes return entirely from realized capital gains)”. Please revise the disclosure to include a numerical amount for these example figures, including with respect to the pro form examples. Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly, including on pages 61 and 62 of Amendment No. 2. 2 Securities and Exchange Commission March 19, 2024 8. Comment: On page 67 of Amendment No. 1 in the section titled “Capitalization,” MFIC’s capitalization figures as of September 30, 2023 and Pro Forma as of December 31, 2023 are identical. Please confirm these figures are accurate or update the figures accordingly. Response: In response to the Staff’s comment, the Fund has deleted the “Pro Forma as of December 31, 2023” column from the capitalization table as it is no longer necessary in light of updating the Registration Statement to reflect a balance sheet date of December 31, 2023 and no material changes have occurred since such date. 9. Comment: On page 67 of Amendment No. 1 in the section titled “Capitalization,” the Pro Forma NAV per common share for MFIC/AFT/AIF is $25.63. Please confirm if this value is accurate or if this value should be $15.08. Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly, including on page 65 of Amendment No. 2. 10. Comment: On pages 67 – 68 of Amendment No. 1 in the section titled “Capitalization,” please explain how the pro forma adjustments in footnotes 6, 7 and 8 are calculated. Response: In response to the Staff’s comments, the Fund has included the below explanations for the pro forma adjustment calculations for footnotes 6, 7 and 8 to the Capitalization table. AFT/AIF/MFIC Merger The pro forma adjustments corresponding to the successful merger of both AFT and AIF with MFIC includes two adjustments. The first adjustment is to the shares outstanding to reflect the exchange of the outstanding AFT and AIF shares to newly issued MFIC shares. The outstanding AFT and AIF shares as of December 31, 2023 would be multiplied by their respective exchange ratios to MFIC. The sum of that calculation would then be added to the outstanding shares of MFIC as of December 31, 2023. This would calculate to a decrease adjustment of 981,699 shares, with a calculation table listed below. All numbers as of 12/31/23 MFIC MFIC NAV 15.41 A1 MFIC Shares Outstanding 65,253,275 A2 AFT AIF NAV 15.03 14.77 B Exchange Ratio 97.56% 95.84% C = B / A1 Shares Outstanding 15,573,575 14,464,026 D MFIC Shares Received in Exchange 15,193,580 13,862,323 E = C * D Merged Entity Share Outstanding Pre-Merger 95,290,876 F = A2 + Sum of D Share Outstanding Post-Merger 94,309,177 G = A2 + Sum of E Total Adjustment 981,699 H = F - G 3 Securities and Exchange Commission March 19, 2024 The second adjustment is to cash for the $0.20 special distribution paid to the shareholders of the merged entities. This would be calculated by multiplying the adjusted shares outstanding, as described above, by the $0.20 special distribution, totaling a reduction adjustment of $18.9 million (94,309,177 shares outstanding * $0.20 special distribution = $18,861,835). AFT /MFIC Merger The pro forma adjustments corresponding to the successful merger of only AFT with MFIC includes two adjustments. The first adjustment is to the shares outstanding to reflect the exchange of the outstanding AFT shares to newly issued MFIC shares. The outstanding AFT shares as of December 31, 2023 would be multiplied by an exchange ratio to MFIC. The sum of that calculation would then be added to the outstanding shares of MFIC as of December 31, 2023. This would calculate to a decrease adjustment of 379,995 shares, with a calculation table listed below. All numbers as of 12/31/23 MFIC MFIC NAV 15.41 A1 MFIC Shares Outstanding 65,253,275 A2 AFT NAV 15.03 B Exchange Ratio 97.56% C = B / A1 Shares Outstanding 15,573,575 D MFIC Shares Received in Exchange 15,193,580 E = C * D Merged Entity Share Outstanding Pre-Merger 80,826,850 F = A2 + D Share Outstanding Post-Merger 80,446,855 G = A2 + E Total Adjustment 379,995 H = F - G The second adjustment is to cash for the $0.20 special distribution paid to the shareholders of the merged entities. This would be calculated by multiplying the adjusted shares outstanding, as described above, by the $0.20 special distribution, totaling a reduction adjustment of $15.8 million (80,446,855 shares outstanding * $0.20 special distribution = $16,089,370). 4 Securities and Exchange Commission March 19, 2024 AIF /MFIC Merger The pro forma adjustments corresponding to the successful merger of only AIF with MFIC includes two adjustments. The first adjustment is to the shares outstanding to reflect the exchange of the outstanding AIF shares to newly issued MFIC shares. The outstanding AIF shares as of December 31, 2023 would be multiplied by an exchange ratio to MFIC. The sum of that calculation would then be added to the outstanding shares of MFIC as of December 31, 2023. This would calculate to a decrease adjustment of 601,703 shares, with a calculation table listed below. All numbers as of 12/31/23 MFIC MFIC NAV 15.41 A1 MFIC Shares Outstanding 65,253,275 A2 AIF NAV 14.77 B Exchange Ratio 95.84% C = B / A1 Shares Outstanding 14,464,026 D MFIC Shares Received in Exchange 13,862,323 E = C * D Merged Entity Share Outstanding Pre-Merger 79,717,301 F = A2 + D Share Outstanding Post-Merger 79,115,598 G = A2 + E Total Adjustment 601,703 H = F - G The second adjustment is to cash for the $0.20 special distribution paid to the shareholders of the merged entities. This would be calculated by multiplying the adjusted shares outstanding, as described above, by the $0.20 special distribution, totaling a reduction adjustment of $15.8 million (79,115,598 shares outstanding * $0.20 special distribution = $15,823,119). 11. Comment: With respect to the MFIC “Share Price Information” table on page 198 of Amendment No. 1, please revise the table to include the share price information for the quarter ended December 31, 2023. Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly on page 194 of Amendment No. 2. 12. Comment: With respect to the AFT “Share Price Information” table on page 200 of Amendment No. 1, please revise the table to include the share price information for the quarter ended December 31, 2023. Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly on page 196 of Amendment No. 2. 13. Comment: With respect to the AIF “Share Price Information” table on page 201 of Amendment No. 1, please revise the table to include the share price information for the quarter ended December 31, 2023. Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly on page 197 of Amendment No. 2. 5 Securities and Exchange Commission March 19, 2024 14. Comment: In the lead-in narrative to the senior securities table of MFIC on page 217 of the Registration Statement, the disclosure states that Deloitte’s report on the senior securities table is incorporated by reference. Please revise Deloitte’s consent to note that Deloitte also consents to the incorporation by reference of its report on the senior securities table. Response: In response to the Staff’s comment, Deloitte has revised its consent accordingly and the Fund has filed the revised consent as an exhibit to Amendment No. 2. 15. Comment: With respect to the “Portfolio Companies of MFIC” table beginning on page 220 of Amendment No. 1, please ensure the information in the table is provided as of December 31, 2023 to the extent such information is available when the next amendment is filed. Response: In response to the Staff’s comment, the Fund has revised the portfolio company table of MFIC to include the information as of December 31, 2023, beginning on page 217 of Amendment No. 2. 16. Comment: Please confirm if the consolidated financial statements of Merx Aviation Finance, LLC and its subsidiaries (“Merx Aviation”), which are referenced on page 293 of Amendment No. 1, were included in MFIC’s Transition Report on Form 10-KT for the transition period from April 1, 2022 to December 31, 2022 or if the reference in Amendment No. 1 should be to the actual document that included the financial statements of Merx Aviation. Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly to reference the Fund’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the SEC on May 19, 2022. 17. Comment: The answer to the third question on page 19 of Amendment No. 2 (“What are the pro forma costs and expenses estimated to be incurred by the combined company in the first year following completion of the Mergers?”) includes a comparative fees and expenses table. Please confirm the “Total annual expenses” for AFT and AIF as a percentage of net assets attributable to common stock are accurate. Response: In response to the Staff’s comments, the Fund has revised the disclosure accordingly, on page 19 of Amendment No. 2. 18. Comment: With respect to the “Comparative Fees and Expenses” table on page 61 of Amendment No. 2, please confirm the “Total annual expenses” for AFT and AIF as a percentage of net assets attributable to common stock are accurate. Response: In response to the Staff’s comments, the Fund has revised the disclosure accordingly, on page 57 of Amendment No. 2. 19. Comment: On page 61 of Amendment No. 2 in the section titled “Examples,” the disclosure states “You would pay the following expenses on a $1,000 investment: MFIC, assuming a 5% annual return (assumes return entirely from realized capital gains)”. The Staff notes that these example calculations assume no incentive fees. Please revise the disclosure to assume that there is an incentive fee. Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly, including on page 61 of Amendment No. 2. 6 Securities and Exchange Commission March 19, 2024 20. Comment: On page 65 of Amendment No. 2 in the section titled “Capitalization,” the Actual “Debt less unamortized debt issuance costs” for MFIC is 1,442,832. Please confirm if this va