Monroe Capital Special Meeting: Merger Vote Jan 24

TL;DR

MRCC shareholders vote Jan 24 on merger w/ GECC. Big deal for your shares.

AI Summary

Monroe Capital Corporation (NASDAQ: MRCC) is holding a special meeting on January 24, 2025, to vote on a proposed merger with Great Elm Capital Corp. (NASDAQ: GECC). The merger, announced on December 18, 2024, aims to create a larger, more diversified company. Stockholders will vote on the merger agreement and related matters.

Why It Matters

This special meeting is crucial for Monroe Capital stockholders as it determines the future of the company through a potential merger with Great Elm Capital Corp., impacting their investment.

Risk Assessment

Risk Level: medium — The merger introduces integration risks and potential changes in management and strategy, which could affect the combined entity's performance.

Key Numbers

• 2025 — Special Meeting Year (The special meeting is scheduled for January 24, 2025, to vote on the proposed merger.)

Key Players & Entities

• Monroe Capital Corporation (company) — Registrant and subject of the proxy statement
• Great Elm Capital Corp. (company) — Proposed merger partner
• Ted Koenig (person) — Chairman of Monroe Capital Corporation
• January 24, 2025 (date) — Date of the special meeting
• December 18, 2024 (date) — Date of the merger announcement

FAQ

Key Financial Figures

• $1 billion — ti vely "Wendel") have committ ed up to $1 billion in capital to Monroe to support new str

Filing Documents

• tm2432345d1_defa14a.htm (DEFA14A) — 24KB
• tm2432345d1_defa14aimg001.jpg (GRAPHIC) — 275KB
• tm2432345d1_defa14aimg002.jpg (GRAPHIC) — 146KB
• tm2432345d1_defa14aimg003.jpg (GRAPHIC) — 174KB
• tm2432345d1_defa14aimg004.jpg (GRAPHIC) — 86KB
• tm2432345d1_defa14aimg005.jpg (GRAPHIC) — 79KB
• tm2432345d1_defa14aimg006.jpg (GRAPHIC) — 68KB
• 0001104659-24-132876.txt ( ) — 1160KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE14A (RULE14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE14A INFORMATION Proxy Statement Pursuant to Section14(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 Monroe Capital 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 all boxes that apply): 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 Monroe Capital Corporation Proxy Campaign - 2025 Special Meeting Executive Message to Stockholders Full Length Video Script Hello,I’m Ted Koenig, Chairman and Chief Executive Officer of Monroe Capital Corporation. I want to thank you for being a stockholder for your continued support of the company. By now, you should have received proxy materials in the mail or by email for the upcoming special meeting of stockholders. It is important that your voice be heard, and you vote your shares at the upcoming Special Meeting on February 21, 2025, at Noon Central Time, regardless of the number of shares you own. At the Special Meeting, the Stockholders will be asked to vote on one proposal - to approve the New Advisory Agreement between Monroe Capital Corporation and its current investment advisor, Monroe Capital BDC Advisors. In connection with the new advisory proposal, there will not be any changes to the terms, including the fees and structure to be, and services to be provided of the Existing Advisory Agreement. No fees or expenses currently paid by the company will change pursuant to the New Advisory Agreement. The advisor will continue to serve as the investment advisor to the company. In connection with the New Advisory Agreement Proposal, there will not be any changes to the terms, including the fee structure and services to be provided, of the Existing Advisory Agreement compared to the New Advisory Agreement, other than the date and term of the New Advisory Agreement. No fees or expenses currently paid by the Company will change pursuant to the New Advisory Agreement. The Adviser will continue to serve as the investment adviser to the Company. It is extremely important that we achieve a quorum of stockholders to vote on the proposal. Whether or not you plan to participate in the Special Meeting, please vote your shares as described in the instructions for the proxy card and the voting materials. The Board of Directors and I recommend strongly that you vote “FOR” the proposal being presented. Thank you in advance for your cooperation and your participation. Your support is greatly appreciated as we continue to grow the company and support the interests of our shareholders and create long term value for all. Abbreviated Video Script Hello,I’m Ted Koenig, Chairman and Chief Executive Officer of Monroe Capital Corporation. I encourage you to join me in casting your vote as soon as possible for the proposal being presented at our upcoming stockholder meeting to be held virtually on February 21, 2025, at Noon Central Time. Your vote is very important, regardless of how many shares you own, and please make an important contribution to the successful outcome of our meeting. Thank you for your continued support and participation. Dear Fellow Stockholder: We are pleased to inform you that we are preparing for a Special Stockholder Meeti ng (the "Special Meeti ng"), which will be held on February 21, 2025 at 12:00 p.m. Central Time. At the Special Meeti ng, you will be asked to approve a new investment advisory and management agreement (“New Investment Advisory and Management Agreement”) between Monroe Capital Corporati on (the "Company") and Monroe Capital BDC Advisors, LLC, the Company’s investment advisor (“MC Advisors”) the terms of which are identi cal to those contained in the existi ng advisory agreement between the Company and MC Advisors (the "Existi ng Advisory Agreement"), as described in the enclosed proxy statement. The Board believes that the Company and its stockholders will benefit because of the features outlined below while providing MC Advisors and its affiliates (collectively, "Monroe") the autonomy to continue to manage the day-to-day operations of the business, including full control over the investment process. •Consistency in leadership: Following the Adviser Change in Control (as defined in the enclosed proxy statement), it is anticipated that there will be no changes to MC Ad

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