Horizon Technology Finance Corp Files Definitive Proxy Statement

TL;DR

HTFC just dropped its proxy statement for 2024 - shareholders need to review for voting and company info.

AI Summary

Horizon Technology Finance Corp filed its definitive proxy statement (DEF 14A) on December 30, 2024, for the fiscal year ending December 31, 2024. The filing outlines the company's governance and shareholder matters, including details relevant to its annual meeting and voting procedures.

Why It Matters

This filing provides shareholders with crucial information regarding company operations, executive compensation, and voting rights, enabling informed participation in corporate decisions.

Risk Assessment

Risk Level: low — A DEF 14A filing is a standard regulatory disclosure for public companies and does not inherently indicate new risks.

Key Numbers

• 20241231 — Fiscal Year End (The proxy statement covers the company's performance and governance up to this date.)
• 20241230 — Filing Date (The date the definitive proxy statement was submitted to the SEC.)

Key Players & Entities

• Horizon Technology Finance Corp (company) — Registrant
• Securities Exchange Act of 1934 (legal_document) — Governing Legislation

FAQ

Key Financial Figures

• $11.0 billion — stment companies in terms of size, with $11.0 billion in gross assets as of September 2024, t
• $13.9 billion — arket European private equity firm with $13.9 billion in assets under management as of Septem

Filing Documents

• hrzn20241224_def14a.htm (DEF 14A) — 326KB
• h01.jpg (GRAPHIC) — 8KB
• image1.jpg (GRAPHIC) — 120KB
• image2.jpg (GRAPHIC) — 122KB
• plogo01.jpg (GRAPHIC) — 5KB
• 0001437749-24-038527.txt ( ) — 1232KB
• hrzn-20241231.xsd (EX-101.SCH) — 3KB
• hrzn-20241231_def.xml (EX-101.DEF) — 2KB
• hrzn-20241231_lab.xml (EX-101.LAB) — 2KB
• hrzn-20241231_pre.xml (EX-101.PRE) — 1KB
• hrzn20241224_def14a_htm.xml (XML) — 1KB

From the Filing

hrzn20241224_def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Horizon Technology Finance Corporation (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Horizon Technology Finance Corporation 312 Farmington Avenue Farmington, CT 06032 December 30, 2024 Dear Stockholder: You are cordially invited to attend a Special Meeting of Stockholders (the " Meeting ") of Horizon Technology Finance Corporation (the " Company ") to be held on February 21, 2025, at 9:30 AM, Eastern Time, at the offices of Horizon Technology Finance Corporation, located at 312 Farmington Avenue, Farmington, Connecticut 06032. The Notice of Special Meeting of Stockholders and the Proxy Statement of the Board of Directors of the Company accompanying this letter provide an outline of the business to be conducted at the Meeting. At the Meeting, you will be asked to approve a new investment management agreement (the " New Investment Management Agreement ") between the Company and Horizon Technology Finance Management LLC (the " Adviser "), the Company's investment adviser. As discussed in more detail in the Proxy Statement accompanying this letter, Monroe Capital Investment Holdings, L.P. (" MCIH "), the indirect parent company of the Adviser, Monroe Capital Intermediate Holdings, LLC (" Intermediate Holdings ") and certain other affiliates of Monroe Capital LLC (collectively with MCIH and Intermediate Holdings and each such other affiliate party to the Transaction Agreement, " Monroe ") have entered into an Equity Purchase Agreement, dated as of October 21, 2024 (the " Transaction Agreement "), pursuant to which Momentum US Bidco, LLC (the " Acquiror "), an affiliate of Wendel SE (collectively with its affiliates and the Acquiror, " Wendel "), will acquire a 75% equity interest in Monroe, which shall constitute a change in control of the Adviser (the " Adviser Change in Control "). The consummation of the Adviser Change in Control will result in an assignment and the immediate termination of the current investment management agreement, effective as of June 30, 2023, between the Company and the Adviser (the " Current Investment Management Agreement "), in accordance with the requirements of the Investment Company Act of 1940, as amended (the " 1940 Act "). Although a change in control of the Adviser will occur in connection with the consummation of the Adviser Change in Control, it is important to note that management of the Adviser is not changing in connection with the Adviser Change in Control, nor are the terms of the New Investment Management Agreement compared to the Current Investment Management Agreement. If the New Investment Management Agreement is approved by the stockholders of the Company, the Adviser will continue to serve as the investment adviser to the Company. The proposed Adviser Change in Control is expected to close during the first quarter of 2025. Stockholders of the Company are being asked to approve the New Investment Management Agreement, the terms of which are identical to those contained in the Current Investment Management Agreement, as discussed in more detail in the Proxy Statement accompanying this letter. The 1940 Act requires that the New Investment Management Agreement be approved by both a majority of the Company's non-interested directors (the " Independent Directors ") and "a majority of the outstanding voting securities" of the Company, as that term is defined under the 1940 Act. While the Adviser Change in Control will result in the transfer of the controlling interest in Monroe (and, indirectly, in the Adviser) to the Acquiror, the Company's investment strategy and team, including the Company's and the Adviser's executive officers, are expected to remain unchanged, and the Adviser Change in Control is not expected to have a material impact on the Adviser's or the Company's operations. Accordingly, to prevent any disruption in the Adviser's ability to provide services to the Company once the assignment is deemed to occur as a result of the Adviser Change in Control, the Company is seeking stockholder approval of the New Investment Management Agreement. The Board of Directors, including the Independent Directors in attendance at the December 2024 Meeting (as define

View Full Filing

View this DEF 14A filing on SEC EDGAR