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Table of Contents





UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q



(Mark One)ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2020ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from:            to


Commission File Number: 001-33723

Main Street Capital Corporation(Exact name of registrant as specified in its charter)



Maryland(State or other jurisdiction of
incorporation or organization)

41-2230745(I.R.S. Employer
Identification No.)1300 Post Oak Boulevard, 8th Floor
Houston, TX(Address of principal executive offices)

77056(Zip Code)


(713) 350-6000(Registrant's telephone number including area code)

n/a(Former name, former address and former fiscal year, if changed since last report)

Securities
registered pursuant to Section 12(b) of the Act:



Title of Each Class

Trading Symbol

Name of Each Exchange on Which
RegisteredCommon Stock, par value $0.01 per share

MAIN

New York Stock Exchange


Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes o    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer ý

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o Emerging growth company o


If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

The number of shares outstanding of the issuer's common stock as of August 6, 2020 was 65,865,341.





---





Table of Contents



TABLE OF CONTENTS

PART I  FINANCIAL INFORMATION





Item 1.

Consolidated Financial StatementsConsolidated Balance SheetsJune 30, 2020 (unaudited) and December 31, 2019

1Consolidated Statements of Operations (unaudited)Three and six months ended June 30, 2020 and 2019

2Consolidated Statements of Changes in Net Assets (unaudited)Six months ended June 30, 2020 and 2019

3Consolidated Statements of Cash Flows (unaudited)Six months ended June 30, 2020 and 2019

4Consolidated Schedule of Investments (unaudited)June 30, 2020

5Consolidated Schedule of InvestmentsDecember 31, 2019

30Notes to Consolidated Financial Statements (unaudited)

56Consolidated Schedules of Investments in and Advances to Affiliates (unaudited)Six months ended June 30, 2020 and
2019

98Item 2.

Management's Discussion and Analysis of Financial Condition and Results of
Operations

108Item 3.

Quantitative and Qualitative Disclosures about Market Risk

132Item 4.

Controls and Procedures

133


PART II  OTHER INFORMATION





Item 1.

Legal Proceedings

134Item 1A.

Risk Factors

134Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

134Item 6.

Exhibits

135Signatures

136


---



Table of Contents



MAIN STREET CAPITAL CORPORATION

Consolidated Balance Sheets

(dollars in thousands, except shares and per share amounts)



June 30,
2020

December 31,
2019(Unaudited)ASSETSInvestments at fair value:Control investments (cost: $796,019 and $778,367 as of June 30, 2020 and December 31, 2019, respectively)

$
1,008,139

$
1,032,721Affiliate investments (cost: $372,475 and $351,764 as of June 30, 2020 and December 31, 2019, respectively)


321,709


330,287Non-Control/Non-Affiliate investments (cost: $1,257,360 and $1,297,587 as of June 30, 2020 and December 31, 2019, respectively)


1,089,705


1,239,316​
​
​
​
​
​
​
​Total investments (cost: $2,425,854 and $2,427,718 as of June 30, 2020 and December 31, 2019, respectively)


2,419,553


2,602,324Cash and cash equivalents


68,539


55,246Interest receivable and other assets


48,865


50,458Receivable for securities sold


5,650


Deferred financing costs (net of accumulated amortization of $7,981 and $7,501 as of June 30, 2020 and December 31, 2019, respectively)


3,188


3,521​
​
​
​
​
​
​
​Total assets

$
2,545,795

$
2,711,549​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​LIABILITIESCredit facility

$
315,000

$
300,000SBIC debentures (par: $314,800 ($50,000 due within one year) and $311,800 as of June 30, 2020 and December 31, 2019, respectively)


308,814


306,1885.20% Notes due 2024 (par: $325,000 as of both June 30, 2020 and December 31, 2019)


324,541


324,5954.50% Notes due 2022 (par: $185,000 as of both June 30, 2020 and December 31, 2019)


183,533


183,229Accounts payable and other liabilities


17,038


24,532Payable for securities purchased


4,568


Interest payable


7,494


7,292Dividend payable


13,474


13,174Deferred tax liability, net


389


16,149​
​
​
​
​
​
​
​Total liabilities


1,174,851


1,175,159Commitments and contingencies (Note K)NET ASSETSCommon stock, $0.01 par value per share (150,000,000 shares authorized; 65,748,805 and 64,241,341 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively)


658


643Additional paid-in capital


1,554,928


1,512,435Total undistributed (overdistributed) earnings


(184,642
)

23,312​
​
​
​
​
​
​
​Total net assets


1,370,944


1,536,390​
​
​
​
​
​
​
​Total liabilities and net assets

$
2,545,795

$
2,711,549​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​NET ASSET VALUE PER SHARE

$
20.85

$
23.91​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​




The accompanying notes are an integral part of these consolidated financial statements

1

---



Table of Contents



MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Operations

(dollars in thousands, except shares and per share amounts)

(Unaudited)



Three Months Ended
June 30,

Six Months Ended
June 30,2020

2019

2020

2019INVESTMENT INCOME:Interest, fee and dividend income:Control investments

$
19,327

$
23,617

$
38,800

$
47,308Affiliate investments


7,207


8,346


15,371


17,417Non-Control/Non-Affiliate investments


25,473


29,330


53,985


57,932​
​
​
​
​
​
​
​
​
​
​
​
​
​Total investment income


52,007


61,293


108,156


122,657EXPENSES:Interest


(11,898
)

(12,329
)

(24,338
)

(24,245
)Compensation


(4,802
)

(5,516
)

(7,300
)

(11,585
)General and administrative


(3,000
)

(3,160
)

(6,473
)

(6,363
)Share-based compensation


(2,817
)

(2,378
)

(5,654
)

(4,707
)Expenses allocated to the External Investment Manager


1,804


1,707


3,448


3,350​
​
​
​
​
​
​
​
​
​
​
​
​
​Total expenses


(20,713
)

(21,676
)

(40,317
)

(43,550
)​
​
​
​
​
​
​
​
​
​
​
​
​
​NET INVESTMENT INCOME


31,294


39,617


67,839


79,107NET REALIZED GAIN (LOSS):Control investments


1,606


(756
)

(19,866
)

(943
)Affiliate investments





789


(235
)

(2,452
)Non-Control/Non-Affiliate investments


(10,190
)

(2,587
)

(10,348
)

(4,892
)Realized loss on extinguishment of debt








(534
)

(5,689
)​
​
​
​
​
​
​
​
​
​
​
​
​
​Total net realized loss


(8,584
)

(2,554
)

(30,983
)

(13,976
)​
​
​
​
​
​
​
​
​
​
​
​
​
​NET UNREALIZED APPRECIATION (DEPRECIATION):Control investments


(6,825
)

10,137


(42,235
)

15,083Affiliate investments


(8,123
)

(568
)

(29,289
)

1,808Non-Control/Non-Affiliate investments


28,112


(4,712
)

(109,620
)

(810
)SBIC debentures





(233
)

460


4,945​
​
​
​
​
​
​
​
​
​
​
​
​
​Total net unrealized appreciation (depreciation)


13,164


4,624


(180,684
)

21,026​
​
​
​
​
​
​
​
​
​
​
​
​
​INCOME TAXES:Federal and state income, excise and other taxes


(550
)

(963
)

(255
)

(1,665
)Deferred taxes


8,045


(2,470
)

16,015


(4,837
)​
​
​
​
​
​
​
​
​
​
​
​
​
​Income tax benefit (provision)


7,495


(3,433
)

15,760


(6,502
)​
​
​
​
​
​
​
​
​
​
​
​
​
​NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

$
43,369

$
38,254

$
(128,068
)
$
79,655​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​NET INVESTMENT INCOME PER SHAREBASIC AND DILUTED

$
0.48

$
0.63

$
1.04

$
1.27​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER SHAREBASIC AND DILUTED

$
0.66

$
0.61

$
(1.97
)
$
1.28​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​WEIGHTED AVERAGE SHARES OUTSTANDINGBASIC AND DILUTED


65,303,580


62,880,035


64,920,025


62,375,166




The accompanying notes are an integral part of these consolidated financial statements

2

---



Table of Contents



MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Changes in Net Assets

(dollars in thousands, except shares)

(Unaudited)



Common StockTotal
Undistributed
(Overdistributed)
EarningsNumber
of Shares

Par
Value

Additional
Paid-In
Capital

Total Net
Asset ValueBalances at December 31, 2018


61,264,861

$
613

$
1,409,945

$
65,491

$
1,476,049Public offering of common stock, net of offering costs


960,684


9


35,376





35,385Share-based compensation








2,329





2,329Dividend reinvestment


96,189


1


3,595





3,596Amortization of directors' deferred compensation








216





216Issuance of restricted stock


52,043


1


(1
)




Dividends to stockholders








70


(36,549
)

(36,479
)Net increase resulting from operations











41,401


41,401​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Balances at March 31, 2019


62,373,777

$
624

$
1,451,530

$
70,343

$
1,522,497​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Public offering of common stock, net of offering costs


245,989


2


9,416





9,418Share-based compensation








2,378





2,378Purchase of vested stock for employee payroll tax withholding


(90,404
)

(1
)

(3,364
)




(3,365
)Dividend reinvestment


133,128


1


5,392





5,393Amortization of directors' deferred compensation








216





216Issuance of restricted stock, net of forfeited shares


262,642


3


(3
)




Dividends to stockholders








114


(53,823
)

(53,709
)Net increase resulting from operations











38,254


38,254​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Balances at June 30, 2019


62,925,132

$
629

$
1,465,679

$
54,774

$
1,521,082​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Balances at December 31, 2019


64,252,937

$
643

$
1,512,435

$
23,312

$
1,536,390Public offering of common stock, net of offering costs


91,458


1


3,854





3,855Share-based compensation








2,837





2,837Purchase of vested stock for employee payroll tax withholding


(851
)




(29
)




(29
)Dividend reinvestment


108,722


1


3,929





3,930Amortization of directors' deferred compensation








238





238Issuance of restricted stock, net of forfeited shares


10,383











Dividends to stockholders








93


(39,706
)

(39,613
)Net decrease resulting from operations











(171,438
)

(171,438
)​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Balances at March 31, 2020


64,462,649

$
645

$
1,523,357

$
(187,832
)
$
1,336,170​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Public offering of common stock, net of offering costs


824,968


9


26,007





26,016Share-based compensation








2,817





2,817Purchase of vested stock for employee payroll tax withholding


(84,094
)

(1
)

(1,730
)




(1,731
)Dividend reinvestment


146,229


1


4,158





4,159Amortization of directors' deferred compensation








224





224Issuance of restricted stock, net of forfeited shares


414,053


4


(4
)




Dividends to stockholders








99


(40,179
)

(40,080
)Net increase resulting from operations











43,369


43,369​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Balances at June 30, 2020


65,763,805

$
658

$
1,554,928

$
(184,642
)
$
1,370,944​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​




The accompanying notes are an integral part of these consolidated financial statements

3

---



Table of Contents



MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Cash Flows

(dollars in thousands)



Six Months Ended
June 30,2020

2019CASH FLOWS FROM OPERATING ACTIVITIESNet increase (decrease) in net assets resulting from operations

$
(128,068
)
$
79,655Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating
activities:Investments in portfolio companies


(264,289
)

(301,298
)Proceeds from sales and repayments of debt investments in portfolio companies


220,339


220,925Proceeds from sales and return of capital of equity investments in portfolio companies


15,341


18,169Net unrealized (appreciation) depreciation


180,684


(21,026
)Net realized loss


30,983


13,976Accretion of unearned income


(5,959
)

(5,997
)Payment-in-kind interest


(1,883
)

(2,502
)Cumulative dividends


(1,022
)

(1,350
)Share-based compensation expense


5,654


4,707Amortization of deferred financing costs


1,353


1,790Deferred tax (benefit) provision


(16,015
)

4,837Changes in other assets and liabilities:Interest receivable and other assets


7,626


(6,792
)Interest payable


202


2,115Accounts payable and other liabilities


(7,032
)

4,085Deferred fees and other


1,791


1,226​
​
​
​
​
​
​
​Net cash provided by operating activities


39,705


12,520CASH FLOWS FROM FINANCING ACTIVITIESProceeds from public offering of common stock, net of offering costs


29,871


44,803Proceeds from public offering of 5.20% Notes due 2024





250,000Dividends paid


(71,305
)

(80,247
)Proceeds from issuance of SBIC debentures


25,000


Repayments of SBIC debentures


(22,000
)

(24,000
)Proceeds from credit facility


184,000


201,000Repayments on credit facility


(169,000
)

(380,000
)Payment of deferred issuance costs and SBIC debenture fees


(1,218
)

(4,344
)Purchases of vested stock for employee payroll tax withholding


(1,760
)

(3,365
)​
​
​
​
​
​
​
​Net cash provided by (used in) financing activities


(26,412
)

3,847​
​
​
​
​
​
​
​Net increase in cash and cash equivalents


13,293


16,367CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD


55,246


54,181​
​
​
​
​
​
​
​CASH AND CASH EQUIVALENTS AT END OF PERIOD

$
68,539

$
70,548​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​Supplemental cash flow disclosures:Interest paid

$
22,722

$
20,279Taxes paid

$
1,783

$
1,672Operating non-cash activities:Right-of-use assets obtained in exchange for operating lease liabilities

$


$
5,240Non-cash financing activities:Shares issued pursuant to the DRIP

$
8,089

$
8,989




The accompanying notes are an integral part of these consolidated financial statements

4

---



Table of Contents



MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Control Investments(5)Access Media Holdings, LLC(10)

July 22, 2015

Private Cable Operator10.00% PIK Secured Debt (MaturityJuly 22, 2020)(14)(19)

$
23,828

$
23,828

$
3,937Preferred Member Units (9,481,500 units)(24)





9,375


(284
)Member Units (45 units)





1


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​33,204


3,653ASC Interests, LLC

August 1, 2013

Recreational and Educational Shooting Facility13.00% Secured Debt (MaturityJuly 31, 2022)


1,650


1,606


1,606Member Units (1,500 units)





1,500


1,050​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​3,106


2,656Analytical Systems Keco, LLC

August 16, 2019

Manufacturer of Liquid and Gas AnalyzersLIBOR Plus 10.00% (Floor 2.00%), Current Coupon 12.00%, Secured Debt (MaturityAugust 16, 2024)(9)


5,295


4,976


4,976Preferred Member Units (3,200 units)





3,200


3,890Warrants (420 equivalent shares; ExpirationAugust 16, 2029; Strike price$0.01 per share)





316


510​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​8,492


9,376ATS Workholding, LLC(10)

March 10, 2014

Manufacturer of Machine Cutting Tools and Accessories5% Secured Debt (MaturityNovember 16, 2021)


4,919


4,729


3,965Preferred Member Units (3,725,862 units)





3,726


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​8,455


3,965Bond-Coat, Inc.

December 28, 2012

Casing and Tubing Coating ServicesCommon Stock (57,508 shares)





6,350


6,830Brewer Crane Holdings, LLC

January 9, 2018

Provider of Crane Rental and Operating ServicesLIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, Secured Debt (MaturityJanuary 9, 2023)(9)


8,804


8,751


8,751Preferred Member Units (2,950 units)(8)





4,280


4,280​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​13,031


13,031Bridge Capital Solutions Corporation

April 18, 2012

Financial Services and Cash Flow Solutions Provider13.00% Secured Debt (MaturityDecember 11, 2024)


8,813


8,085


8,085Warrants (82 equivalent shares; ExpirationJuly 25, 2026; Strike price$0.01 per share)





2,132


3,32013.00% Secured Debt (Mercury Service Group, LLC) (MaturityDecember 11, 2024)


1,000


997


997Preferred Member Units (Mercury Service Group, LLC) (17,742 units)(8)





1,000


1,000​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​12,214


13,402Café Brazil, LLC

April 20, 2004

Casual Restaurant GroupMember Units (1,233 units)(8)





1,742


2,180


5

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)California Splendor Holdings LLC

March 30, 2018

Processor of Frozen FruitsLIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (MaturityMarch 30, 2023)(9)


15,679


15,573


15,534LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.50%, Secured Debt (MaturityMarch 30, 2023)(9)


28,000


27,827


27,762Preferred Member Units (6,725 units)(8)





7,706


7,706Preferred Member Units (6,157 units)(8)





10,775


5,781​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​61,881


56,783CBT Nuggets, LLC ("CBT")

June 1, 2006

Produces and Sells IT Training Certification VideosMember Units (416 units)(8)





1,300


46,060Centre Technologies Holdings, LLC

January 4, 2019

Provider of IT Hardware Services and Software SolutionsLIBOR Plus 10.00% (Floor 2.00%), Current Coupon 12.00%, Secured Debt (MaturityJanuary 4, 2024)(9)


11,934


11,843


11,843Preferred Member Units (12,696 units)





5,840


5,840​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​17,683


17,683Chamberlin Holding LLC

February 26, 2018

Roofing and Waterproofing Specialty ContractorLIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, Secured Debt (MaturityFebruary 26, 2023)(9)


17,773


17,666


17,773Member Units (4,347 units)(8)





11,440


24,150Member Units (Chamberlin Langfield Real Estate, LLC) (1,047,146 units)(8)





1,047


920​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​30,153


42,843Charps, LLC

February 3, 2017

Pipeline Maintenance and Construction15.00% Secured Debt (MaturityJune 5, 2022)


2,000


2,000


2,000Preferred Member Units (1,600 units)(8)





400


8,130​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​2,400


10,130Clad-Rex Steel, LLC

December 20, 2016

Specialty Manufacturer of Vinyl-Clad MetalLIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (MaturityDecember 20, 2021)(9)


10,880


10,841


10,841Member Units (717 units)(8)





7,280


8,61010.00% Secured Debt (Clad-Rex Steel RE Investor, LLC) (MaturityDecember 20, 2036)


1,124


1,113


1,113Member Units (Clad-Rex Steel RE Investor, LLC) (800 units)





210


460​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​19,444


21,024CMS Minerals Investments

January 30, 2015

Oil & Gas Exploration & ProductionMember Units (CMS Minerals II, LLC) (100 units)(8)





2,260


1,638


6

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Cody Pools, Inc.

March 6, 2020

Designer of Residential and Commercial PoolsLIBOR Plus 10.50% (Floor 1.75%), Current Coupon 12.25%, Secured Debt (MaturityMarch 6, 2025)(9)


15,800


15,650


15,650Preferred Member Units (587 units)





8,317


8,317​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​23,967


23,967CompareNetworks Topco, LLC

January 29, 2019

Internet Publishing and Web Search PortalsLIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.00%, Secured Debt (MaturityJanuary 29, 2024)(9)


8,014


7,950


7,950Preferred Member Units (1,975 units)





1,975


4,080​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​9,925


12,030Copper Trail Fund Investments(12)(13)

July 17, 2017

Investment PartnershipLP Interests (CTMH, LP) (Fully diluted 38.8%)





762


762Datacom, LLC

May 30, 2014

Technology and Telecommunications Provider8.00% Secured Debt (MaturityMay 31, 2021)(14)


1,800


1,800


1,61510.50% PIK Secured Debt (MaturityMay 31, 2021)(14)(19)


12,507


12,475


10,142Class A Preferred Member Units





1,294


Class B Preferred Member Units (6,453 units)





6,030


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​21,599


11,757Digital Products Holdings LLC

April 1, 2018

Designer and Distributor of Consumer ElectronicsLIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, Secured Debt (MaturityApril 1, 2023)(9)


18,960


18,841


18,165Preferred Member Units (3,857 shares)(8)





9,501


4,595​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​28,342


22,760Direct Marketing Solutions, Inc.

February 13, 2018

Provider of Omni-Channel Direct Marketing ServicesLIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.00%, Secured Debt (MaturityFebruary 13, 2023)(9)


15,247


15,146


15,247Preferred Stock (8,400 shares)





8,400


20,060​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​23,546


35,307Gamber-Johnson Holdings, LLC ("GJH")

June 24, 2016

Manufacturer of Ruggedized Computer Mounting SystemsLIBOR Plus 6.50% (Floor 2.00%), Current Coupon 8.50%, Secured Debt (MaturityJune 24, 2021)(9)


19,838


19,777


19,838Member Units (8,619 units)(8)





14,844


53,240​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​34,621


73,078


7

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Garreco, LLC

July 15, 2013

Manufacturer and Supplier of Dental ProductsLIBOR Plus 8.00% (Floor 1.00%, Ceiling 1.50%), Current Coupon 9.43%, Secured Debt (MaturityJanuary 31, 2021)(9)


4,519


4,519


4,519Member Units (1,200 units)





1,200


1,700​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​5,719


6,219GRT Rubber Technologies LLC ("GRT")

December 19, 2014

Manufacturer of Engineered Rubber ProductsLIBOR Plus 7.00%, Current Coupon 7.17%, Secured Debt (MaturityDecember 31, 2023)


16,775


16,775


16,775Member Units (5,879 units)(8)





13,065


45,430​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​29,840


62,205Gulf Manufacturing, LLC

August 31, 2007

Manufacturer of Specialty Fabricated Industrial Piping ProductsMember Units (438 units)(8)





2,980


4,800Gulf Publishing Holdings, LLC

April 29, 2016

Energy Industry Focused Media and PublishingLIBOR Plus 9.50% (Floor 1.00%), Current Coupon 5.25% / 5.25% PIK, Current Coupon Plus PIK 10.50%, Secured Debt
(MaturitySeptember 30, 2020)(9)(19)


243


243


2436.25% Current / 6.25% PIK Secured Debt (MaturityApril 29, 2021)(19)


12,735


12,707


11,616Member Units (3,681 units)





3,681


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​16,631


11,859Harborside Holdings, LLC

March 20, 2017

Real Estate Holding CompanyMember units (100 units)





6,606


7,660Harris Preston Fund Investments(12)(13)

October 1, 2017

Investment PartnershipLP Interests (2717 MH, L.P.) (Fully diluted 49.3%)





2,735


2,977Harrison Hydra-Gen, Ltd.

June 4, 2010

Manufacturer of Hydraulic GeneratorsCommon Stock (107,456 shares)(8)





718


5,640Jensen Jewelers of Idaho, LLC

November 14, 2006

Retail Jewelry StorePrime Plus 6.75% (Floor 2.00%), Current Coupon 10.00%, Secured Debt (MaturityNovember 14, 2023)(9)


3,850


3,816


3,800Member Units (627 units)(8)





811


7,270​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​4,627


11,070J&J Services, Inc.

October 31, 2019

Provider of Dumpster and Portable Toilet Rental Services11.50% Secured Debt (MaturityOctober 31, 2024)


15,200


15,065


15,200Preferred Stock (2,814 shares)





7,085


9,900​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​22,150


25,100KBK Industries, LLC

January 23, 2006

Manufacturer of Specialty Oilfield and Industrial ProductsMember Units (325 units)(8)





783


13,140


8

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Kickhaefer Manufacturing Company, LLC

October 31, 2018

Precision Metal Parts Manufacturing9.50% Current / 2.00% PIK Secured Debt (MaturityOctober 31, 2023)(19)


25,488


25,297


25,297Member Units (581 units)





12,240


11,4509.00% Secured Debt (MaturityOctober 31, 2048)


3,964


3,924


3,924Member Units (KMC RE Investor, LLC) (800 units)(8)





992


1,160​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​42,453


41,831Market Force Information, LLC

July 28, 2017

Provider of Customer Experience Management Services12.00% PIK Secured Debt (MaturityJuly 28, 2023)(14)(19)


26,079


25,952


14,255Member Units (743,921 units)





16,642


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​42,594


14,255MH Corbin Holding LLC

August 31, 2015

Manufacturer and Distributor of Traffic Safety Products13.00% Secured Debt (MaturityMarch 31, 2022)


8,730


8,671


8,670Preferred Member Units (66,000 shares)





4,400


3,430Preferred Member Units (4,000 shares)





6,000


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​19,071


12,100Mid-Columbia Lumber Products, LLC

December 18, 2006

Manufacturer of Finger-Jointed Lumber ProductsMember Units (7,874 units)





4,239


Member Units (Mid-Columbia Real Estate, LLC) (500 units)(8)





1,499


2,130​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​5,738


2,130MSC Adviser I, LLC(16)

November 22, 2013

Third Party Investment Advisory ServicesMember Units (Fully diluted 100.0%)(8)








69,080Mystic Logistics Holdings, LLC

August 18, 2014

Logistics and Distribution Services Provider for Large Volume Mailers10.00% Secured Debt (MaturityJanuary 17. 2022)


6,974


6,959


6,959Common Stock (5,873 shares)(8)





2,720


10,390​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​9,679


17,349NAPCO Precast, LLC

January 31, 2008

Precast Concrete ManufacturingMember Units (2,955 units)(8)





2,975


10,930NexRev LLC

February 28, 2018

Provider of Energy Efficiency Products & Services11.00% Secured Debt (MaturityFebruary 28, 2023)


17,533


17,433


15,732Preferred Member Units (86,400,000 units)





6,880


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​24,313


15,732


9

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)NRI Clinical Research, LLC

September 8, 2011

Clinical Research Service Provider10.50% Secured Debt (MaturityJune 8, 2022)


7,000


6,921


7,000Warrants (251,723 equivalent units; ExpirationJune 8, 2027; Strike price$0.01 per unit)





252


1,390Member Units (1,454,167 units)(8)





765


5,321​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​7,938


13,711NRP Jones, LLC

December 22, 2011

Manufacturer of Hoses, Fittings and Assemblies12.00% Secured Debt (MaturityMarch 20, 2023)


6,376


6,376


6,376Member Units (65,962 units)(8)





3,717


3,120​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​10,093


9,496NuStep, LLC

January 31, 2017

Designer, Manufacturer and Distributor of Fitness Equipment12.00% Secured Debt (MaturityJanuary 31, 2022)


19,640


19,564


19,564Preferred Member Units (406 units)





10,200


10,200​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​29,764


29,764OMi Holdings, Inc.

April 1, 2008

Manufacturer of Overhead CranesCommon Stock (1,500 shares)(8)





1,080


18,030Pearl Meyer Topco LLC

April 27, 2020

Provider of Executive Compensation Consulting Services12.00% Secured Debt (MaturityApril 27, 2025)


35,000


34,663


34,663Member Units (13,800 units)(8)





13,000


13,000​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​47,663


47,663Pegasus Research Group, LLC

January 6, 2011

Provider of Telemarketing and Data ServicesMember Units (460 units)(8)





1,290


9,960PPL RVs, Inc.

June 10, 2010

Recreational Vehicle DealerLIBOR Plus 8.75% (Floor 0.50%), Current Coupon 10.18% Secured Debt (MaturityNovember 15, 2022)(9)


12,105


12,004


12,004Common Stock (1,962 shares)





2,150


11,140​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​14,154


23,144Principle Environmental, LLC (d/b/a TruHorizon Environmental Solutions)

February 1, 2011

Noise Abatement Service Provider13.00% Secured Debt (MaturityApril 30, 2023)


6,397


6,324


6,397Preferred Member Units (19,631 units)(8)





4,600


12,910Warrants (1,018 equivalent units; ExpirationJanuary 31, 2021; Strike price$0.01 per unit)





1,200


1,070​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​12,124


20,377Quality Lease Service, LLC

June 8, 2015

Provider of Rigsite Accommodation Unit Rentals and Related ServicesMember Units (1,000 units)





11,313


5,780


10

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)River Aggregates, LLC

March 30, 2011

Processor of Construction AggregatesZero Coupon Secured Debt (MaturityJune 30, 2018)(17)


750


750


722Member Units (1,150 units)(8)





1,150


6,160Member Units (RA Properties, LLC) (1,500 units)





369


3,320​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​2,269


10,202Tedder Industries, LLC

August 31, 2018

Manufacturer of Firearm Holsters and Accessories12.00% Secured Debt (MaturityAugust 31, 2020)


640


640


64012.00% Secured Debt (MaturityAugust 31, 2023)


16,400


16,286


16,286Preferred Member Units (479 units)





8,136


8,136​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​25,062


25,062Trantech Radiator Topco, LLC

May 31, 2019

Transformer Cooling Products and Services12.00% Secured Debt (MaturityMay 31, 2024)


8,880


8,794


8,867Common Stock (615 shares)(8)





4,655


7,680​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​13,449


16,547UnionRock Energy Fund II, LP(12)(13)

June 15, 2020

Oil & Gas Exploration & ProductionLP Interests (Fully diluted 49.6%)





2,894


2,894Vision Interests, Inc.

June 5, 2007

Manufacturer / Installer of Commercial Signage13.00% Secured Debt (MaturitySeptember 30 2019)(17)


2,028


2,028


2,028Series A Preferred Stock (3,000,000 shares)





3,000


3,460​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​5,028


5,488Ziegler's NYPD, LLC

October 1, 2008

Casual Restaurant Group6.50% Secured Debt (MaturityOctober 1, 2020)


1,000


1,000


89912.00% Secured Debt (MaturityOctober 1, 2020)


625


625


62514.00% Secured Debt (MaturityOctober 1, 2020)


2,750


2,750


2,366Warrants (587 equivalent units; ExpirationOctober 1, 2020; Strike price$0.01 per unit)





600


Preferred Member Units (10,072 units)





2,834


1,139​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​7,809


5,029​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Subtotal Control Investments (73.5% of net assets at fair value)










$
796,019

$
1,008,139​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


11

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Affiliate Investments(6)AFG Capital Group, LLC

November 7, 2014

Provider of Rent-to-Own Financing Solutions and Services10.00% Secured Debt (MaturityMay 25, 2022)


664


664


664Preferred Member Units (186 units)





1,200


5,170​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​1,864


5,834American Trailer Rental Group LLC

June 7, 2017

Provider of Short-term Trailer and Container RentalMember Units (Milton Meisler Holdings LLC) (73,493 units)





8,596


13,060BBB Tank Services, LLC

April 8, 2016

Maintenance, Repair and Construction Services to the Above-Ground Storage Tank MarketLIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.00%, (MaturityApril 8, 2021)(9)


4,800


4,734


4,684Preferred Stock (non-voting)(8)





141


141Member Units (800,000 units)





800


210​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​5,675


5,035Boccella Precast Products LLC

June 30, 2017

Manufacturer of Precast Hollow Core ConcreteMember Units (2,160,000 units)(8)





2,256


5,980Buca C, LLC

June 30, 2015

Casual Restaurant GroupLIBOR Plus 9.25% (Floor 1.00%), Current Coupon 10.25%, Secured Debt (MaturityJune 30, 2020)(9)(17)


19,004


19,004


17,104Preferred Member Units (6 units; 6% cumulative)(8)(19)





4,770


765​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​23,774


17,869CAI Software LLC

October 10, 2014

Provider of Specialized Enterprise Resource Planning Software12.50% Secured Debt (MaturityDecember 7, 2023)


28,644


28,452


28,644Member Units (70,764 units)(8)





1,102


5,930​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​29,554


34,574Chandler Signs Holdings, LLC(10)

January 4, 2016

Sign ManufacturerClass A Units (1,500,000 units)





1,500


2,540Charlotte Russe, Inc(11)

May 28, 2013

Fast-Fashion Retailer to Young WomenCommon Stock (19,041 shares)





3,141


Classic H&G Holdings, LLC

March 12, 2020

Provider of Engineered Packaging Solutions12.00% Secured Debt (MaturityMarch 12, 2025)


26000


25,753


25,753Preferred Member Units (154 units)





5,760


5,760​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​31,513


31,513Congruent Credit Opportunities Funds(12)(13)

January 24, 2012

Investment PartnershipLP Interests (Congruent Credit Opportunities Fund II, LP) (Fully diluted 19.8%)





5,210


855LP Interests (Congruent Credit Opportunities Fund III, LP) (Fully diluted 17.4%)(8)





12,589


12,504​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​17,799


13,359


12

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Copper Trail Fund Investments(12)(13)

July 17, 2017

Investment PartnershipLP Interests (Copper Trail Energy Fund I, LP) (Fully diluted 12.4%)(8)





2,248


1,822Dos Rios Partners(12)(13)

April 25, 2013

Investment PartnershipLP Interests (Dos Rios Partners, LP) (Fully diluted 20.2%)





6,605


7,288LP Interests (Dos Rios PartnersA, LP) (Fully diluted 6.4%)





2,097


2,314​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​8,702


9,602East Teak Fine Hardwoods, Inc.

April 13, 2006

Distributor of Hardwood ProductsCommon Stock (6,250 shares)





480


300EIG Fund Investments(12)(13)

November 6, 2015

Investment PartnershipLP Interests (EIG Global Private Debt Fund-A, L.P.) (Fully diluted 11.1%)(8)





756


595Freeport Financial Funds(12)(13)

June 13, 2013

Investment PartnershipLP Interests (Freeport Financial SBIC Fund LP) (Fully diluted 9.3%)





5,974


5,154LP Interests (Freeport First Lien Loan Fund III LP) (Fully diluted 6.0%)(8)





10,785


10,571​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​16,759


15,725Fuse, LLC(11)

June 30, 2019

Cable Networks Operator12% Secured Debt (MaturityJune 28, 2024)


1,939


1,939


1,601Common Stock (10,429 shares)





256


256​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​2,195


1,857Harris Preston Fund Investments(12)(13)

August 9, 2017

Investment PartnershipLP Interests (HPEP 3, L.P.) (Fully diluted 8.2%)





2,819


2,819Hawk Ridge Systems, LLC(13)

December 2, 2016

Value-Added Reseller of Engineering Design and Manufacturing SolutionsLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (MaturityDecember 2, 2021)(9)


600


600


60011.00% Secured Debt (MaturityDecember 2, 2021)


13,400


13,350


13,400Preferred Member Units (226 units)(8)





2,850


7,320Preferred Member Units (HRS Services, ULC) (226 units)





150


390​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​16,950


21,710Houston Plating and Coatings, LLC

January 8, 2003

Provider of Plating and Industrial Coating Services8.00% Unsecured Convertible Debt (MaturityMay 1, 2022)


3,000


3,000


3,260Member Units (322,297 units)(8)





2,352


7,220​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​5,352


10,480I-45 SLF LLC(12)(13)

October 20, 2015

Investment PartnershipMember Units (Fully diluted 20.0%; 24.4% profits interest)(8)





20,200


13,953


13

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)L.F. Manufacturing Holdings, LLC(10)

December 23, 2013

Manufacturer of Fiberglass ProductsPreferred Member Units (non-voting; 14% cumulative)(8)(19)





87


87Member Units (2,179,001 units)





2,019


2,050​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​2,106


2,137OnAsset Intelligence, Inc.

April 18, 2011

Provider of Transportation Monitoring / Tracking Products and Services12.00% PIK Secured Debt (MaturityJune 30, 2021)(19)


6,873


6,873


6,87310.00% PIK Unsecured Debt (MaturityJune 30, 2021)(19)


61


61


61Preferred Stock (912 shares)





1,981


Warrants (5,333 equivalent shares; ExpirationApril 18, 2021; Strike price$0.01 per share)





1,919


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​10,834


6,934PCI Holding Company, Inc.

December 18, 2012

Manufacturer of Industrial Gas Generating Systems12.00% Current, Secured Debt (MaturityJuly 1, 2020)


11,356


11,356


11,356Preferred Stock (1,740,000 shares) (non-voting)





1,740


4,350Preferred Stock (1,500,000 shares)





3,927


4,130​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​17,023


19,836Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)

January 8, 2013

Provider of Rigsite Accommodation Unit Rentals and Related Services12.00% Secured Debt (MaturityJanuary 8, 2018)(14)(15)


30,369


29,865


Preferred Member Units (250 units)





2,500


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​32,365


Salado Stone Holdings, LLC(10)

June 27, 2016

Limestone and Sandstone Dimension Cut Stone Mining QuarriesClass A Preferred Units (Salado Acquisition, LLC) (2,000,000 units)





2,000


430Slick Innovations, LLC

September 13, 2018

Text Message Marketing Platform14.00% Current, Secured Debt (MaturitySeptember 13, 2023)


6,280


6,136


6,136Common Stock (70,000 shares)(8)





700


1,130Warrants (18,084 equivalent units; ExpirationSeptember 13, 2028; Strike price$0.01 per unit)





181


300​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​7,017


7,566SI East, LLC

August 31, 2018

Rigid Industrial Packaging Manufacturing9.50% Current, Secured Debt (MaturityAugust 31, 2023)


32,963


32,723


32,963Preferred Member Units (157 units)(8)





6,000


9,310​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​38,723


42,273


14

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)UniTek Global Services, Inc.(11)

April 15, 2011

Provider of Outsourced Infrastructure ServicesLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (MaturityAugust 20, 2024)(9)


2,963


2,939


2,677Preferred Stock (1,133,102 shares; 20% cumulative)(8)(19)





1,305


2,833Preferred Stock (1,521,122 shares; 20% cumulative)(8)(19)





2,188


2,282Preferred Stock (2,281,682 shares; 19% cumulative)(8)(19)





3,667


658Preferred Stock (4,336,866 shares; 13.50% cumulative)(19)





7,924


4Common Stock (945,507 shares)








​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​18,023


8,454Universal Wellhead Services Holdings, LLC(10)

October 30, 2014

Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas IndustryPreferred Member Units (UWS Investments, LLC) (716,949 units; 14% cumulative)(8)(19)





1,032


240Member Units (UWS Investments, LLC) (4,000,000 units)





4,000


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​5,032


240Volusion, LLC

January 26, 2015

Provider of Online Software-as-a-Service eCommerce Solutions11.50% Secured Debt (MaturityJanuary 26, 2020)(17)


20,234


20,234


19,2438.00% Unsecured Convertible Debt (MaturityNovember 16, 2023)


409


409


291Preferred Member Units (4,876,670 units)





14,000


5,678Warrants (1,831,355 equivalent units; ExpirationJanuary 26, 2025; Strike price$0.01 per unit)





2,576


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​37,219


25,212​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Subtotal Affiliate Investments (23.5% of net assets at fair value)










$
372,475

$
321,709​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


15

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Non-Control/Non-Affiliate Investments(7)AAC Holdings, Inc.(11)

June 30, 2017

Substance Abuse Treatment Service Provider10.00% Current / 8.00% PIK Secured Debt (MaturityMarch 24, 2021)(19)


2,264


2,196


2,196Prime Plus 13.50% (Floor 1.00%), Current Coupon 16.75%, Secured Debt (MaturityApril 17, 2020)(9)(17)


3,121


2,961


2,887Prime Plus 9.75% (Floor 1.00%), Current Coupon 13.00%, Secured Debt (MaturityJune 30, 2023)(9)(14)


14,396


14,030


6,442​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​19,187


11,525Adams Publishing Group, LLC(10)

November 19, 2015

Local Newspaper OperatorLIBOR Plus 7.50% (Floor 1.75%), Current Coupon 9.25%, Secured Debt (MaturityJuly 3, 2023)(9)


6,301


6,162


6,054ADS Tactical, Inc.(10)

March 7, 2017

Value-Added Logistics and Supply Chain Provider to the Defense IndustryLIBOR Plus 6.25% (Floor 0.75%), Current Coupon 7.00%, Secured Debt (MaturityJuly 26, 2023)(9)


19,738


19,616


19,444Aethon United BR LP(10)

September 8, 2017

Oil & Gas Exploration & ProductionLIBOR Plus 6.75% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (MaturitySeptember 8, 2023)(9)


9,750


9,644


9,002Affordable Care Holding Corp.(10)

May 9, 2019

Dental Service OrganizationLIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.75%, Secured Debt (MaturityOctober 22, 2022)(9)


14,321


14,095


12,746ALKU, LLC.(11)

October 18, 2019

Specialty National Staffing OperatorLIBOR Plus 5.50%, Current Coupon 6.38%, Secured Debt (MaturityJuly 29, 2026)(9)


9,975


9,883


9,676American Nuts, LLC(10)

April 10, 2018

Roaster, Mixer and Packager of Bulk Nuts and SeedsLIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.43%, Secured Debt (MaturityApril 10, 2023)(9)


12,186


11,977


11,605American Teleconferencing Services, Ltd.(11)

May 19, 2016

Provider of Audio Conferencing and Video Collaboration SolutionsLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.66%, Secured Debt (MaturityJune 8, 2023)(9)


17,374


16,531


11,276APTIM Corp.(11)

August 17, 2018

Engineering, Construction & Procurement7.75% Secured Debt (MaturityJune 15, 2025)


12,452


10,947


4,919


16

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Arcus Hunting LLC(10)

January 6, 2015

Manufacturer of Bowhunting and Archery Products and AccessoriesLIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.45%, Secured Debt (MaturityMarch 31, 2021)(9)


13,423


13,423


13,423ASC Ortho Management Company, LLC(10)

August 31, 2018

Provider of Orthopedic ServicesLIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.93%, Secured Debt (MaturityAugust 31, 2023)(9)


5,264


5,194


4,92413.25% PIK Secured Debt (MaturityDecember 1, 2023)(19)


1,980


1,951


1,919​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​7,145


6,843ATX Networks Corp.(11)(13)(21)

June 30, 2015

Provider of Radio Frequency Management EquipmentLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.45% / 1.00% PIK, Current Coupon Plus PIK 8.45%, Secured Debt (MaturityJune 11,
2021)(9)(19)


13,530


13,419


12,380Barfly Ventures, LLC(10)

August 31, 2015

Casual Restaurant Group9.00% PIK Secured Debt (MaturityMarch 23, 2021)(14)(19)


110


110


11012.00% Secured Debt (MaturityAugust 31, 2020)(14)


10,185


10,073


1,111Options (3 equivalent units)





607


Warrant (2 equivalent unit; ExpirationAugust 31, 2025; Strike price$1.00 per unit)





473


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​11,263


1,221Berry Aviation, Inc.(10)

July 6, 2018

Charter Airline Services10.50% Current / 1.5% PIK, Secured Debt (Maturity January 6, 2024)(19)


4,588


4,556


4,522Preferred Member Units (Berry Acquisition, LLC) (122,416 units; 16% cumulative)(8)(19)





135


135Preferred Member Units (Berry Acquisition, LLC) (1,548,387 units; 8% cumulative)(19)





1,671


804​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​6,362


5,461BigName Commerce, LLC(10)

May 11, 2017

Provider of Envelopes and Complimentary Stationery ProductsLIBOR Plus 7.25% (Floor 1.00%), Current Coupon 4.35% / 4.35% PIK, Current Coupon plus PIK 8.70%, Secured Debt (MaturityMay 11,
2022)(9)(19)


2,233


2,222


2,134Binswanger Enterprises, LLC(10)

March 10, 2017

Glass Repair and Installation Service ProviderLIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (MaturityMarch 9, 2022)(9)


13,538


13,312


13,313Member Units (1,050,000 units)





1,050


730​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​14,362


14,043


17

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Bluestem Brands, Inc.(11)

December 19, 2013

Multi-Channel Retailer of General MerchandiseLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (MaturitySeptember 9, 2020)(9)


635


635


635Prime Plus 6.50% (Floor 1.00%), Current Coupon 9.75%, Secured Debt (MaturityNovember 6, 2020)(9)(14)


10,622


10,571


3,983​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​11,206


4,618Bojangles', Inc.(11)

February 5, 2019

Quick Service Restaurant GroupLIBOR Plus 4.75%, Current Coupon 4.93%, Secured Debt (MaturityJanuary 28, 2026)


7,723


7,593


7,498LIBOR Plus 8.50%, Current Coupon 8.68%, Secured Debt (MaturityJanuary 28, 2027)


5,000


4,912


4,575​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​12,505


12,073Brainworks Software, LLC(10)

August 12, 2014

Advertising Sales and Newspaper Circulation SoftwarePrime Plus 9.25% (Floor 3.25%), Current Coupon 12.50%, Secured Debt (MaturityJuly 22, 2019)(9)(14)(17)


6,733


6,733


4,915Brightwood Capital Fund Investments(12)(13)

July 21, 2014

Investment PartnershipLP Interests (Brightwood Capital Fund III, LP) (Fully diluted 1.6%)(8)





10,920


8,075LP Interests (Brightwood Capital Fund IV, LP) (Fully diluted 0.6%)(8)





4,750


4,384​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​15,670


12,459Cadence Aerospace LLC(10)

November 14, 2017

Aerostructure ManufacturingLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (MaturityNovember 14, 2023)(9)


26,868


26,678


24,545California Pizza Kitchen, Inc.(11)

August 29, 2016

Casual Restaurant GroupLIBOR Plus 10.00% (Floor 1.50%), Current Coupon 11.50%, Secured Debt (MaturityAugust 23, 2022)(9)


3,929


3,882


3,857LIBOR Plus 6.00% PIK (Floor 1.00%), Current Coupon 7.00% PIK, Secured Debt (MaturityAugust 23, 2022)(9)(19)


12,064


11,990


3,534​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​15,872


7,391Central Security Group, Inc.(11)

December 4, 2017

Security Alarm Monitoring Service ProviderLIBOR Plus 5.63% (Floor 1.00%), Current Coupon 6.63%, Secured Debt (MaturityOctober 6, 2021)(9)


13,667


13,637


5,768


18

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Cenveo Corporation(11)

September 4, 2015

Provider of Digital Marketing Agency ServicesLibor Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (MaturityJune 7, 2023)(9)


5,674


5,520


5,107Common Stock (177,130 shares)





5,309


2,657​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​10,829


7,764Chisholm Energy Holdings, LLC(10)

May 15, 2019

Oil & Gas Exploration & ProductionLIBOR Plus 6.25% (Floor 1.50%), Current Coupon 7.75%, Secured Debt (MaturityMay 15, 2026)(9)


3,571


3,493


3,278Clarius BIGS, LLC(10)

September 23, 2014

Prints & Advertising Film Financing15.00% PIK Secured Debt (MaturityJanuary 5, 2015)(14)(17)


2,841


2,841


45Clickbooth.com, LLC(10)

December 5, 2017

Provider of Digital Advertising Performance Marketing SolutionsLIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.95%, Secured Debt (MaturityJanuary 31, 2025)(9)


8,407


8,283


8,191Coastal Television Broadcasting Holdings LLC(10)

June 4, 2020

Operator of Television Broadcasting NetworksLIBOR Plus 10.00% (Floor 2.00%), Current Coupon 12.00%, Secured Debt (MaturityJune 4, 2025)(9)


8,900


8,714


8,714Construction Supply Investments, LLC(10)

December 29, 2016

Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry ContractorsMember Units (50,687 units)





5,637


7,700Corel Corporation(11)(13)(21)

July 24, 2019

Publisher of Desktop and Cloud-based SoftwareLIBOR Plus 5.00%, Current Coupon 5.36%, Secured Debt (MaturityJuly 2, 2026)(9)


19,652


18,761


18,620CTVSH, PLLC(10)

August 3, 2017

Emergency Care and Specialty Service Animal HospitalLIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.00%, Secured Debt (MaturityAugust 3, 2022)(9)


9,399


9,352


9,264Darr Equipment LP(10)

April 15, 2014

Heavy Equipment Dealer11.5% Current / 1% PIK Secured Debt (MaturityJune 22, 2023)(19)


5,929


5,929


5,929Warrants (915,734 equivalent units; ExpirationDecember 23, 2023; Strike price$1.50 per unit)





474


110​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​6,403


6,039


19

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Digital River, Inc.(11)

February 24, 2015

Provider of Outsourced e-Commerce Solutions and ServicesLIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (MaturityFebruary 12, 2023)(9)


13,628


13,379


13,492DTE Enterprises, LLC(10)

April 13, 2018

Industrial Powertrain Repair and ServicesLIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.00%, Secured Debt (MaturityApril 13, 2023)(9)


10,992


10,849


10,691Class AA Preferred Member Units (non-voting; 10% cumulative)(8)(19)





904


904Class A Preferred Member Units (776,316 units)





776


1,260​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​12,529


12,855Dynamic Communities, LLC(10)

July 17, 2018

Developer of Business Events and Online Community GroupsLIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (MaturityJuly 17, 2023)(9)


5,390


5,316


5,045Echo US Holdings, LLC.(10)

November 12, 2019

Developer and Manufacturer of PVC and Polypropylene MaterialsLIBOR Plus 6.25% (Floor 1.63%), Current Coupon 7.88%, Secured Debt (MaturityOctober 25, 2024)(9)


22,851


22,740


21,750EnCap Energy Fund Investments(12)(13)

December 28, 2010

Investment PartnershipLP Interests (EnCap Energy Capital Fund VIII, L.P.) (Fully diluted 0.1%)





3,635


678LP Interests (EnCap Energy Capital Fund VIII Co-Investors, L.P.) (Fully diluted 0.4%)





2,097


346LP Interests (EnCap Energy Capital Fund IX, L.P.) (Fully diluted 0.1%)(8)





4,359


1,245LP Interests (EnCap Energy Capital Fund X, L.P.) (Fully diluted 0.1%)(8)





8,555


5,792LP Interests (EnCap Flatrock Midstream Fund II, L.P.) (Fully diluted 0.8%)





7,473


3,931LP Interests (EnCap Flatrock Midstream Fund III, L.P.) (Fully diluted 0.2%)(8)





6,974


5,797​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​33,093


17,789Encino Acquisition Partners Holdings, Inc.(11)

November 16, 2018

Oil & Gas Exploration & ProductionLIBOR Plus 6.75% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (MaturityOctober 29, 2025)(9)


9,000


8,926


6,570EPIC Y-Grade Services, LP(11)

June 22, 2018

NGL Transportation & StorageLIBOR Plus 6.00%, (Floor 1.00%), Current Coupon 7.00%, Secured Debt (MaturityJune 13, 2024)


6,875


6,777


5,145


20

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Fortna, Inc.(10)

July 23, 2019

Process, Physical Distribution and Logistics Consulting ServicesLIBOR Plus 5.00%, Current Coupon 5.18%, Secured Debt (MaturityApril 8, 2025)


9,739


9,592


8,795GeoStabilization International (GSI)(11)

December 31, 2018

Geohazard Engineering Services & MaintenanceLIBOR Plus 5.25%, Current Coupon 5.43%, Secured Debt (MaturityDecember 19, 2025)


16,294


16,158


15,642GoWireless Holdings, Inc.(11)

December 31, 2017

Provider of Wireless Telecommunications Carrier ServicesLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (MaturityDecember 22, 2024)(9)


17,868


17,727


15,061Grupo Hima San Pablo, Inc.(11)

March 7, 2013

Tertiary Care HospitalsLIBOR Plus 7.00% (Floor 1.50%), Current Coupon 9.69%, Secured Debt (MaturityApril 30, 2019)(9)(17)


4,504


4,504


3,08413.75% Secured Debt (MaturityOctober 15, 2018)(17)


2,055


2,040


167​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​6,544


3,251GS HVAM Intermediate, LLC(10)

October 18, 2019

Specialized Food DistributorLIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (MaturityOctober 2, 2024)(9)


13,580


13,463


12,635Gexpro Services(10)

February 24, 2020

Distributor of Industrial and Specialty PartsLIBOR Plus 6.50% (Floor 1.50%), Current Coupon 8.00%, Secured Debt (MaturityFebruary 24, 2025)(9)


29,327


28,779


27,148HDC/HW Intermediate Holdings(10)

December 21, 2018

Managed Services and Hosting ProviderLIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (MaturityDecember 21, 2023)(9)


3,482


3,430


3,159Hoover Group, Inc.(10)(13)

October 21, 2016

Provider of Storage Tanks and Related Products to the Energy and Petrochemical MarketsLIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (MaturityJanuary 28, 2021)(9)


20,694


20,344


15,728Hunter Defense Technologies, Inc.(10)

March 29, 2018

Provider of Military and Commercial Shelters and SystemsLIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.07%, Secured Debt (MaturityMarch 29, 2023)(9)


31,161


30,790


30,559HW Temps LLC

July 2, 2015

Temporary Staffing Solutions12.00% Current Secured Debt (MaturityMarch 29, 2023)


10,001


9,875


8,912


21

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Hydrofarm Holdings LLC(10)

May 18, 2017

Wholesaler of Horticultural ProductsLIBOR Plus 8.50%, Current Coupon 8.68% Secured Debt (MaturityMay 12, 2022)


6,907


6,825


5,610Hyperion Materials & Technologies, Inc.(11)(13)

September 12, 2019

Manufacturer of Cutting and Machine Tools & Speciality Polishing CompoundsLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (MaturityAugust 28, 2026)(9)


22,388


21,979


19,883iEnergizer Limited(10)(13)(21)

April 17, 2019

Provider of Business Outsourcing SolutionsLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (MaturityApril 17, 2024)(9)


11,438


11,340


11,137Implus Footcare, LLC(10)

June 1, 2017

Provider of Footwear and Related AccessoriesLIBOR Plus 2.50% (Floor 1.00%), Current Coupon 3.50% / PIK 5.25%, Current Coupon Plus PIK 8.75%, Secured Debt (MaturityApril 30,
2024)(9)(19)


18,732


18,372


17,185Independent Pet Partners Intermediate Holdings, LLC(10)

November 20, 2018

Omnichannel Retailer of Specialty Pet ProductsLIBOR Plus 9.00% (Floor 1.00%), Current Coupon 11.31%, Secured Debt (MaturityNovember 19, 2023)(9)


19,514


19,071


16,503Member Units (1,558,333 units)





1,558


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​20,629


16,503Industrial Services Acquisition, LLC(10)

June 17, 2016

Industrial Cleaning Services6% Current / 7% PIK Unsecured Debt (MaturityDecember 17, 2022)(19)


5,428


5,371


5,428Preferred Member Units (Industrial Services Investments, LLC) (144 units; 10% cumulative)(8)(19)





107


107Preferred Member Units (Industrial Services Investments, LLC) (80 units; 20% cumulative)(8)(19)





65


65Member Units (Industrial Services Investments, LLC) (900 units)





900


530​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​6,443


6,130Inn of the Mountain Gods Resort and Casino(11)

October 30, 2013

Hotel & Casino Owner & Operator9.25% Secured Debt (MaturityNovember 30, 2020)


7,176


7,099


6,028Interface Security Systems, L.L.C(10)

August 7, 2019

Commercial Security & Alarm ServicesLIBOR Plus 7.00% (Floor 1.75%), Current Coupon 8.75% / 3.00% PIK, Secured Debt (MaturityAugust 7, 2023)(9)(19)


7,557


7,435


7,557


22

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Intermedia Holdings, Inc.(11)

August 3, 2018

Unified Communications as a ServiceLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (MaturityJuly 19, 2025)(9)


20,050


19,961


19,681Invincible Boat Company, LLC.(10)

August 28, 2019

Manufacturer of Sport Fishing BoatsLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (MaturityAugust 28, 2025)(9)


9,538


9,445


8,993Isagenix International, LLC(11)

June 21, 2018

Direct Marketer of Health & Wellness ProductsLIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (MaturityJune 14, 2025)(9)


5,777


5,732


2,302JAB Wireless, Inc.(10)

May 2, 2018

Fixed Wireless Broadband ProviderLIBOR Plus 8.00% (Floor 1.00%), Current Coupon 8.17%, Secured Debt (MaturityMay 2, 2023)(9)


14,700


14,608


14,180Jackmont Hospitality, Inc.(10)

May 26, 2015

Franchisee of Casual Dining RestaurantsLIBOR Plus 6.75% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (MaturityMay 26, 2021)(9)


4,033


4,030


3,303Joerns Healthcare, LLC(11)

April 3, 2013

Manufacturer and Distributor of Health Care Equipment & SuppliesLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00% Secured Debt (MaturityAugust 21, 2024)(9)


4,016


3,948


3,784Common Stock (472,579 shares)





4,429


2,480​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​8,377


6,264Kemp Technologies Inc.(10)

June 27, 2019

Provider of Application Delivery ControllersLIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (MaturityMarch 29, 2024)(9)


7,425


7,302


7,139Kore Wireless Group Inc.(11)

December 31, 2018

Mission Critical Software PlatformLIBOR Plus 5.50%, Current Coupon 5.81%, Secured Debt (MaturityDecember 20, 2024)


19,236


19,139


18,034Larchmont Resources, LLC(11)

August 13, 2013

Oil & Gas Exploration & ProductionLIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (MaturityAugust 7, 2021)(9)


2,145


2,145


1,180Member Units (Larchmont Intermediate Holdco, LLC) (2,828 units)





353


353​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​2,498


1,533Laredo Energy VI, LP(10)

January 15, 2019

Oil & Gas Exploration & ProductionMember Units (1,155,952 units)





11,560


11,560


23

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Lightbox Holdings, L.P.(11)

May 23, 2019

Provider of Commercial Real Estate SoftwareLIBOR Plus 5.00%, Current Coupon 5.18%, Secured Debt (MaturityMay 9, 2026)


14,888


14,687


13,771LKCM Headwater Investments I, L.P.(12)(13)

January 25, 2013

Investment PartnershipLP Interests (Fully diluted 2.3%)(8)





1,746


3,354LL Management, Inc.(10)

May 2, 2019

Medical Transportation Service ProviderLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.56%, Secured Debt (MaturitySeptember 25, 2023)(9)


13,650


13,537


12,976Logix Acquisition Company, LLC(10)

June 24, 2016

Competitive Local Exchange CarrierLIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (MaturityDecember 22, 2024)(9)


26,272


24,534


22,200Looking Glass Investments, LLC(12)(13)

July 1, 2015

Specialty Consumer FinanceMember Units (2.6 units)





125


25Member Units (LGI Predictive Analytics LLC) (190,712 units)





41


8​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​166


33LSF9 Atlantis Holdings, LLC(11)

May 17, 2017

Provider of Wireless Telecommunications Carrier ServicesLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (MaturityMay 1, 2023)(9)


9,275


9,275


7,914Lulu's Fashion Lounge, LLC(10)

August 31, 2017

Fast Fashion E-Commerce RetailerLIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.07% / 2.50% PIK, Current Coupon Plus PIK 12.57%, Secured Debt
(MaturityAugust 28, 2022)(9)(19)


11,335


11,115


9,692Lynx FBO Operating LLC(10)

September 30, 2019

Fixed Based Operator in the General Aviation IndustryLIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (MaturitySeptember 30, 2024)(9)


13,647


13,375


12,656Member Units (3,704 units)





500


445​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​13,875


13,101Mac Lean-Fogg Company(10)

April 22, 2019

Manufacturer and Supplier for Auto and Power MarketsLIBOR Plus 5.00%, Current Coupon 5.00%, Secured Debt (MaturityDecember 22, 2025)


16,564


16,453


15,141Preferred Stock (1,516 shares; 4.50% Cash / 9.25% PIK cumulative)(8)(19)


1,809


1,809


1,806​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​18,262


16,947


24

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)MHVC Acquisition Corp.(11)

May 8, 2017

Provider of Differentiated Information Solutions, Systems Engineering, and AnalyticsLIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.25%, Secured Debt (MaturityApril 29, 2024)(9)


19,899


19,813


19,203Mills Fleet Farm Group, LLC(10)

October 24, 2018

Omnichannel Retailer of Work, Farm and Lifestyle MerchandiseLIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.84% / 0.75% PIK, Current Coupon Plus PIK 8.59%, Secured Debt
(MaturityOctober 24, 2024)(9)(19)


13,959


13,663


12,425NBG Acquisition Inc(11)

April 28, 2017

Wholesaler of Home Décor ProductsLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.57%, Secured Debt (MaturityApril 26, 2024)(9)


4,153


4,111


1,910NinjaTrader, LLC(10)

December 18, 2019

Operator of Futures Trading PlatformLIBOR Plus 6.00% (Floor 1.50%), Current Coupon 7.50%, Secured Debt (MaturityDecember 18, 2024)(9)


9,125


8,955


8,877NNE Partners, LLC(10)

March 2, 2017

Oil & Gas Exploration & ProductionLIBOR Plus 8.00%, Current Coupon 8.34%, Secured Debt (MaturityMarch 2, 2022)


23,417


23,287


20,701Novetta Solutions, LLC (11)

June 21, 2017

Provider of Advanced Analytics Solutions for Defense AgenciesLIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (MaturityOctober 17, 2022)(9)


20,950


20,628


20,548NTM Acquisition Corp.(11)

July 12, 2016

Provider of B2B Travel Information ContentLIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (MaturityJune 7, 2022)(9)


4,793


4,793


4,314Ospemifene Royalty Sub LLC (QuatRx)(10)

July 8, 2013

Estrogen-Deficiency Drug Manufacturer and Distributor11.50% Secured Debt (MaturityNovember 15, 2026)(14)


4,814


4,814


261PaySimple, Inc.(10)

September 9, 2019

Leading Technology Services Commerce PlatformLIBOR Plus 5.50%, Current Coupon 5.69%, Secured Debt (MaturityAugust 23, 2025)(9)


24,135


23,890


21,721Permian Holdco 2, Inc.(11)

February 12, 2013

Storage Tank Manufacturer14.00% PIK Unsecured Debt (MaturityOctober 15, 2021)(19)


488


488


9318.00% PIK Unsecured Debt (MaturityJune 30, 2022)(19)


348


348


348Preferred Stock (Permian Holdco 1, Inc.) (154,558 units)





799


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​1,635


441


25

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Point.360(10)

July 8, 2015

Fully Integrated Provider of Digital Media ServicesWarrants (65,463 equivalent shares; ExpirationJuly 7, 2020; Strike price$0.75 per share)





69


Common Stock (163,658 shares)





273


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​342


PricewaterhouseCoopers Public Sector LLP(11)

May 24, 2018

Provider of Consulting Services to GovernmentsLIBOR Plus 8.00%, Current Coupon 8.18%, Secured Debt (MaturityMay 1, 2026)


9,000


8,967


8,235PT Network, LLC(10)

November 1, 2013

Provider of Outpatient Physical Therapy and Sports Medicine ServicesLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.73% / 2.00% PIK, Current Coupon Plus PIK 8.73%, Secured Debt
(MaturityNovember 30, 2023)(9)(19)


8,555


8,555


8,074Research Now Group, Inc. and Survey Sampling International, LLC(11)

December 31, 2017

Provider of Outsourced Online SurveyingLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (MaturityDecember 20, 2024)(9)


18,023


17,543


16,736RM Bidder, LLC(10)

November 12, 2015

Scripted and Unscripted TV and Digital Programming ProviderWarrants (327,532 equivalent units; ExpirationOctober 20, 2025; Strike price$14.28 per unit)





425


Member Units (2,779 units)





46


13​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​471


13SAFETY Investment Holdings, LLC

April 29, 2016

Provider of Intelligent Driver Record Monitoring Software and ServicesMember Units (2,000,000 units)





2,000


2,060Salient Partners L.P.(11)

June 25, 2015

Provider of Asset Management ServicesLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (MaturityAugust 31, 2021)(9)


6,450


6,438


5,876Staples Canada ULC(10)(13)(21)

September 14, 2017

Office Supplies RetailerLIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (MaturitySeptember 12, 2024)(9)(22)


13,828


13,665


11,685TE Holdings, LLC(11)

December 5, 2013

Oil & Gas Exploration & ProductionMember Units (97,048 units)





970





26

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)TEAM Public Choices, LLC(10)

October 28, 2019

Home-Based Care Employment Service ProviderLIBOR Plus 6.00% (Floor 1.50%), Current Coupon 7.50%, Secured Debt (MaturitySeptember 20, 2024)(9)


17,372


17,214


16,615Tectonic Financial, Inc.

May 15, 2017

Financial Services OrganizationCommon Stock (200,000 shares)





2,000


2,600TGP Holdings III LLC(11)

September 30, 2017

Outdoor Cooking & AccessoriesLIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (MaturitySeptember 25, 2025)(9)


5,500


5,444


4,922The Pasha Group(11)

February 2, 2018

Diversified Logistics and Transportation ProvidedLIBOR Plus 7.50% (Floor 1.00%), Current Coupon 7.77%, Secured Debt (MaturityJanuary 26, 2023)(9)


12,279


11,578


11,358USA DeBusk LLC(10)

October 22, 2019

Provider of Industrial Cleaning ServicesLIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (MaturityOctober 22, 2024)(9)


25,137


24,702


23,119U.S. TelePacific Corp.(11)

September 14, 2016

Provider of Communications and Managed ServicesLIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.07%, Secured Debt (MaturityMay 2, 2023)(9)


17,088


16,916


13,719Vida Capital, Inc(11)

October 10, 2019

Alternative Asset ManagerLIBOR Plus 6.00%, Current Coupon 6.76%, Secured Debt (MaturityOctober 1, 2026)


18,338


18,090


18,292VIP Cinema Holdings, Inc.(11)

March 9, 2017

Supplier of Luxury Seating to the Cinema IndustryPrime Plus 7.00% (Floor 2.00%), Current Coupon 10.25%, Secured Debt (MaturityMay 18, 2020)(9)(17)


994


994


994Prime Plus 7.00% (Floor 2.00%), Current Coupon 10.25%, Secured Debt (MaturityMarch 1, 2023)(9)(14)


10,063


10,030


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​11,024


994Vistar Media, Inc.(10)

February 17, 2017

Operator of Digital Out-of-Home Advertising PlatformLIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (MaturityApril 3, 2023)(9)


4,670


4,529


4,536Preferred Stock (70,207 shares)





767


1,600Warrants (69,675 equivalent shares; ExpirationApril 3, 2029; Strike price$10.92 per share)








1,620​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​5,296


7,756


27

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Wireless Vision Holdings, LLC(10)

September 29, 2017

Provider of Wireless Telecommunications Carrier ServicesLIBOR Plus 8.94% (Floor 1.00%), Current Coupon 9.84% / 1.00% PIK, Current Coupon Plus PIK 10.84%, Secured Debt
(MaturitySeptember 29, 2022)(9)(19)(23)


6,985


6,874


6,984LIBOR Plus 8.91% (Floor 1.00%), Current Coupon 9.91% / 1.00% PIK, Current Coupon Plus PIK 10.91%, Secured Debt
(MaturitySeptember 29, 2022)(9)(19)(23)


6,070


6,001


6,070​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​12,875


13,054YS Garments, LLC(11)

August 22, 2018

Designer and Provider of Branded ActivewearLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.31% Secured Debt (MaturityAugust 9, 2024)(9)


14,278


14,171


13,064Zilliant Incorporated

June 15, 2012

Price Optimization and Margin Management SolutionsPreferred Stock (186,777 shares)





154


260Warrants (952,500 equivalent shares; ExpirationJune 15, 2022; Strike price$0.001 per share)





1,071


1,190​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​1,225


1,450​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Subtotal Non-Control/Non-Affiliate Investments (79.5% of net assets at fair value)

$
1,257,360

$
1,089,705​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total Portfolio Investments, June 30, 2020

$
2,425,854

$
2,419,553​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


(1)All
investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note B for a description of Lower Middle Market portfolio
investments. All of the Company's investments, unless otherwise noted, are encumbered either as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the
Funds.(2)Debt
investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted.(3)See
Note C and Schedule 12-14 for a summary of geographic location of portfolio companies.(4)Principal
is net of repayments. Cost is net of repayments and accumulated unearned income.(5)Control
investments are defined by the Investment Company Act of 1940, as amended ("1940 Act"), as investments in which more than 25% of the voting securities are
owned or where the ability to nominate greater than 50% of the board representation is maintained.(6)Affiliate
investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are
not classified as Control investments.(7)Non-Control/Non-Affiliate
investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.(8)Income
producing through dividends or distributions.(9)Index
based floating interest rate is subject to contractual minimum interest rate. A majority of the variable rate loans in the Company's investment portfolio bear
interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually,
quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each such loan, the Company has provided the weighted average
annual stated interest rate in effect at June 30, 2020. As noted in this schedule, 60% of the loans (based on the par amount) contain LIBOR floors which range between 0.50% and 2.00%, with a
weighted-average LIBOR floor of approximately 1.09%.(10)Private
Loan portfolio investment. See Note B for a description of Private Loan portfolio investments.(11)Middle
Market portfolio investment. See Note B for a description of Middle Market portfolio investments.(12)Other
Portfolio investment. See Note B for a description of Other Portfolio investments.(13)Investment
is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the
time of acquisition of any additional non-qualifying assets.(14)Non-accrual
and non-income producing investment.(15)Portfolio
company is in a bankruptcy process and, as such, the maturity date of our debt investment in this portfolio company will not be finally determined until
such process is complete. As noted in footnote (14), our debt investment in this portfolio company is on non-accrual status.


28

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020

(dollars in thousands)

(16)External
Investment Manager. Investment is not encumbered as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the
Funds.(17)Maturity
date is under on-going negotiations with the portfolio company and other lenders, if applicable.(18)Investment
fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C for further discussion.(19)PIK
interest income and cumulative dividend income represent income not paid currently in cash.(20)All
portfolio company headquarters are based in the United States, unless otherwise noted.(21)Portfolio
company headquarters are located outside of the United States.(22)In
connection with the Company's debt investment in Staples Canada ULC and in an attempt to mitigate any potential adverse change in foreign exchange rates
during the term of the Company's investment, the Company maintains a forward foreign currency contract with Cadence Bank to lend $16.7 million Canadian Dollars and receive $12.8 million
U.S. Dollars with a settlement date of September 14, 2020. The unrealized appreciation on the forward foreign currency contract is $0.4 million as of June 30, 2020.(23)The
Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out"
tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate
than the contractual stated interest rate of LIBOR plus 8.50% (Floor 1.00%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.(24)Investment
has an unfunded commitment as of June 30, 2020 (see Note K). The fair value of the investment includes the impact of the fair value of any
unfunded commitments.(25)All
of the Company's portfolio investments are generally subject to restrictions on resale as "restricted securities."(26)Investment
date represents the date of initial investment in the portfolio company.


29

---



Table of Contents



MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Control Investments(5)Access Media Holdings, LLC(10)

July 22, 2015

Private Cable Operator10% PIK Secured Debt (MaturityJuly 22, 2020)(14)(19)

$
23,828

$
23,828

$
6,387Preferred Member Units (9,481,500 units)(27)





9,375


(284
)Member Units (45 units)





1


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​33,204


6,103ASC Interests, LLC

August 1, 2013

Recreational and Educational Shooting Facility11.00% Secured Debt (MaturityJuly 31, 2020)


1,650


1,639


1,639Member Units (1,500 units)





1,500


1,290​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​3,139


2,929Analytical Systems Keco, LLC

August 16, 2019

Manufacturer of Liquid and Gas AnalyzersLIBOR Plus 10.00% (Floor 2.00%), Current Coupon 12.13%, Secured Debt (MaturityAugust 16, 2024)(9)


5,565


5,210


5,210Preferred Member Units (3,200 units)





3,200


3,200Warrants (420 equivalent shares; ExpirationAugust 16, 2029; Strike price$0.01 per share)





316


316​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​8,726


8,726ATS Workholding, LLC(10)

March 10, 2014

Manufacturer of Machine Cutting Tools and Accessories5% Secured Debt (MaturityNovember 16, 2021)


4,919


4,666


4,521Preferred Member Units (3,725,862 units)





3,726


939​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​8,392


5,460Bond-Coat, Inc.

December 28, 2012

Casing and Tubing Coating Services15.00% Secured Debt (MaturityDecember 28, 2020)


11,596


11,473


11,473Common Stock (57,508 shares)





6,350


8,300​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​17,823


19,773Brewer Crane Holdings, LLC

January 9, 2018

Provider of Crane Rental and Operating ServicesLIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.71%, Secured Debt (MaturityJanuary 9, 2023)(9)


9,052


8,989


8,989Preferred Member Units (2,950 units)(8)





4,280


4,280​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​13,269


13,269Bridge Capital Solutions Corporation

April 18, 2012

Financial Services and Cash Flow Solutions Provider13.00% Secured Debt (MaturityDecember 11, 2024)


8,813


7,797


7,797Warrants (82 equivalent shares; ExpirationJuly 25, 2026; Strike price$0.01 per share)





2,132


3,50013.00% Secured Debt (Mercury Service Group, LLC) (MaturityDecember 11, 2024)


1,000


996


996Preferred Member Units (Mercury Service Group, LLC) (17,742 units)(8)





1,000


1,000​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​11,925


13,293


30

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Café Brazil, LLC

April 20, 2004

Casual Restaurant GroupMember Units (1,233 units)(8)





1,742


2,440California Splendor Holdings LLC

March 30, 2018

Processor of Frozen FruitsLIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.13%, Secured Debt (MaturityMarch 30, 2023)(9)


7,229


7,104


7,104LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.13%, Secured Debt (MaturityMarch 30, 2023)(9)


28,000


27,801


27,801Preferred Member Units (6,725 units)(8)





7,163


7,163Preferred Member Units (6,157 units)(8)





10,775


7,382​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​52,843


49,450CBT Nuggets, LLC ("CBT")

June 1, 2006

Produces and Sells IT Training Certification VideosMember Units (416 units)(8)





1,300


50,850Centre Technologies Holdings, LLC

January 4, 2019

Provider of IT Hardware Services and Software SolutionsLIBOR Plus 9.00% (Floor 2.00%), Current Coupon 10.75%, Secured Debt (MaturityJanuary 4, 2024)(9)


12,240


12,136


12,136Preferred Member Units (12,696 units)





5,840


5,840​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​17,976


17,976Chamberlin Holding LLC

February 26, 2018

Roofing and Waterproofing Specialty ContractorLIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.00%, Secured Debt (MaturityFebruary 26, 2023)(9)


17,773


17,649


17,773Member Units (4,347 units)(8)





11,440


24,040Member Units (Chamberlin Langfield Real Estate, LLC) (1,047,146 units)(8)





1,047


1,450​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​30,136


43,263Charps, LLC

February 3, 2017

Pipeline Maintenance and Construction15.00% Secured Debt (MaturityJune 5, 2022)


2,000


2,000


2,000Preferred Member Units (1,600 units)(8)





400


6,920​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​2,400


8,920Clad-Rex Steel, LLC

December 20, 2016

Specialty Manufacturer of Vinyl-Clad MetalLIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.71%, Secured Debt (MaturityDecember 20, 2021)(9)


10,880


10,830


10,781Member Units (717 units)(8)





7,280


9,63010.00% Secured Debt (Clad-Rex Steel RE Investor, LLC) (MaturityDecember 20, 2036)


1,137


1,126


1,137Member Units (Clad-Rex Steel RE Investor, LLC) (800 units)





210


460​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​19,446


22,008CMS Minerals Investments

January 30, 2015

Oil & Gas Exploration & ProductionMember Units (CMS Minerals II, LLC) (100 units)(8)





2,386


1,900


31

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)CompareNetworks Topco, LLC

January 29, 2019

Internet Publishing and Web Search PortalsLIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.75%, Secured Debt (MaturityJanuary 29, 2024)(9)


8,364


8,288


8,288Preferred Member Units (1,975 units)





1,975


3,010​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​10,263


11,298Copper Trail Fund Investments(12)(13)

July 17, 2017

Investment PartnershipLP Interests (CTMH, LP) (Fully diluted 38.8%)





872


872Datacom, LLC

May 30, 2014

Technology and Telecommunications Provider8.00% Secured Debt (MaturityMay 31, 2021)(14)


1,800


1,800


1,61510.50% PIK Secured Debt (MaturityMay 31, 2021)(14)(19)


12,507


12,475


10,142Class A Preferred Member Units





1,294


Class B Preferred Member Units (6,453 units)





6,030


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​21,599


11,757Digital Products Holdings LLC

April 1, 2018

Designer and Distributor of Consumer ElectronicsLIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.75%, Secured Debt (MaturityApril 1, 2023)(9)


19,620


19,478


18,452Preferred Member Units (3,857 shares)(8)





9,501


5,174​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​28,979


23,626Direct Marketing Solutions, Inc.

February 13, 2018

Provider of Omni-Channel Direct Marketing ServicesLIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.75%, Secured Debt (MaturityFebruary 13, 2023)(9)


15,717


15,597


15,707Preferred Stock (8,400 shares)





8,400


20,200​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​23,997


35,907Gamber-Johnson Holdings, LLC ("GJH")

June 24, 2016

Manufacturer of Ruggedized Computer Mounting SystemsLIBOR Plus 6.50% (Floor 2.00%), Current Coupon 8.50%, Secured Debt (MaturityJune 24, 2021)(9)


19,022


18,949


19,022Member Units (8,619 units)(8)





14,844


53,410​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​33,793


72,432


32

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Garreco, LLC

July 15, 2013

Manufacturer and Supplier of Dental ProductsLIBOR Plus 8.00% (Floor 1.00%, Ceiling 1.50%), Current Coupon 9.50%, Secured Debt (MaturityMarch 31, 2020)(9)


4,519


4,515


4,515Member Units (1,200 units)





1,200


2,560​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​5,715


7,075GRT Rubber Technologies LLC ("GRT")

December 19, 2014

Manufacturer of Engineered Rubber ProductsLIBOR Plus 7.00%, Current Coupon 8.71%, Secured Debt (MaturityDecember 31, 2023)


15,016


15,016


15,016Member Units (5,879 units)





13,065


47,450​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​28,081


62,466Guerdon Modular Holdings, Inc.

August 13, 2014

Multi-Family and Commercial Modular Construction CompanyLIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.60%, Secured Debt (MaturityOctober 1, 2019)(9)(14)(17)


1,010


1,010


16.00% Secured Debt (MaturityOctober 1, 2019)(14)(17)


12,588


12,588


Preferred Stock (404,998 shares)





1,140


Common Stock (212,033 shares)





2,983


Warrants (6,208,877 equivalent shares; Expiration April 25, 2028; Strike price$0.01 per share)








​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​17,721


Gulf Manufacturing, LLC

August 31, 2007

Manufacturer of Specialty Fabricated Industrial Piping ProductsMember Units (438 units)(8)





2,980


7,430Gulf Publishing Holdings, LLC

April 29, 2016

Energy Industry Focused Media and PublishingLIBOR Plus 9.50% (Floor 1.00%), Current Coupon 11.21%, Secured Debt (MaturitySeptember 30, 2020)(9)


280


280


28012.50% Secured Debt (MaturityApril 29, 2021)


12,535


12,493


12,493Member Units (3,681 units)





3,681


2,420​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​16,454


15,193Harborside Holdings, LLC

March 20, 2017

Real Estate Holding CompanyMember units (100 units)





6,506


9,560Harris Preston Fund Investments(12)(13)

October 1, 2017

Investment PartnershipLP Interests (2717 MH, L.P.) (Fully diluted 49.3%)





2,735


3,157Harrison Hydra-Gen, Ltd.

June 4, 2010

Manufacturer of Hydraulic GeneratorsCommon Stock (107,456 shares)(8)





718


7,970IDX Broker, LLC

November 15, 2013

Provider of Marketing and CRM Tools for the Real Estate Industry11.50% Secured Debt (MaturityNovember 15, 2020)


13,400


13,358


13,400Preferred Member Units (5,607 units)(8)





5,952


15,040​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​19,310


28,440


33

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Jensen Jewelers of Idaho, LLC

November 14, 2006

Retail Jewelry StorePrime Plus 6.75% (Floor 2.00%), Current Coupon 11.50%, Secured Debt (MaturityNovember 14, 2023)(9)


4,000


3,960


4,000Member Units (627 units)(8)





811


8,270​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​4,771


12,270J&J Services, Inc.

October 31, 2019

Provider of Dumpster and Portable Toilet Rental Services11.50% Secured Debt (MaturityOctober 31, 2024)


17,600


17,430


17,430Preferred Stock (2,814 shares)





7,160


7,160​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​24,590


24,590KBK Industries, LLC

January 23, 2006

Manufacturer of Specialty Oilfield and Industrial ProductsMember Units (325 units)(8)





783


15,470Kickhaefer Manufacturing Company, LLC

October 31, 2018

Precision Metal Parts Manufacturing11.50% Secured Debt (MaturityOctober 31, 2023)


25,200


24,982


24,982Member Units (581 units)





12,240


12,2409.00% Secured Debt (MaturityOctober 31, 2048)


3,978


3,939


3,939Member Units (KMC RE Investor, LLC) (800 units)(8)





992


1,160​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​42,153


42,321Market Force Information, LLC

July 28, 2017

Provider of Customer Experience Management Services8.00% Secured Debt (MaturityJuly 28, 2022)


2,786


2,786


2,6956.00% Current / 6.00% PIK Secured Debt (MaturityJuly 28, 2022)(19)


23,292


23,157


22,621Member Units (743,921 units)





16,642


5,280​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​42,585


30,596MH Corbin Holding LLC

August 31, 2015

Manufacturer and Distributor of Traffic Safety Products5.00% Current / 5.00% PIK Secured Debt (MaturityMarch 31, 2022)(19)


8,890


8,815


8,890Preferred Member Units (66,000 shares)





4,400


4,770Preferred Member Units (4,000 shares)





6,000


20​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​19,215


13,680Mid-Columbia Lumber Products, LLC

December 18, 2006

Manufacturer of Finger-Jointed Lumber Products10.00% Secured Debt (MaturityJanuary 15, 2020)


1,750


1,750


1,60212.00% Secured Debt (MaturityJanuary 15, 2020)


3,900


3,898


3,644Member Units (7,874 units)





3,239


9.50% Secured Debt (Mid-Columbia Real Estate, LLC) (MaturityMay 13, 2025)


701


701


701Member Units (Mid-Columbia Real Estate, LLC) (500 units)(8)





790


1,640​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​10,378


7,587


34

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)MSC Adviser I, LLC(16)

November 22, 2013

Third Party Investment Advisory ServicesMember Units (Fully diluted 100.0%)(8)








74,520Mystic Logistics Holdings, LLC

August 18, 2014

Logistics and Distribution Services Provider for Large Volume Mailers12.00% Secured Debt (MaturityAugust 15. 2019)(17)


6,253


6,253


6,253Common Stock (5,873 shares)(8)





2,720


8,410​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​8,973


14,663NAPCO Precast, LLC

January 31, 2008

Precast Concrete ManufacturingMember Units (2,955 units)(8)





2,975


14,760NexRev LLC

February 28, 2018

Provider of Energy Efficiency Products & Services11.00% Secured Debt (MaturityFebruary 28, 2023)


17,586


17,469


17,469Preferred Member Units (86,400,000 units)(8)





6,880


6,310​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​24,349


23,779NRI Clinical Research, LLC

September 8, 2011

Clinical Research Service Provider14.00% Secured Debt (MaturityJune 8, 2022)


5,981


5,885


5,981Warrants (251,723 equivalent units; ExpirationJune 8, 2027; Strike price$0.01 per unit)





252


1,230Member Units (1,454,167 units)(8)





765


4,988​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​6,902


12,199NRP Jones, LLC

December 22, 2011

Manufacturer of Hoses, Fittings and Assemblies12.00% Secured Debt (MaturityMarch 20, 2023)


6,376


6,376


6,376Member Units (65,962 units)(8)





3,717


4,710​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​10,093


11,086NuStep, LLC

January 31, 2017

Designer, Manufacturer and Distributor of Fitness Equipment12.00% Secured Debt (MaturityJanuary 31, 2022)


19,800


19,703


19,703Preferred Member Units (406 units)





10,200


10,200​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​29,903


29,903OMi Holdings, Inc.

April 1, 2008

Manufacturer of Overhead CranesCommon Stock (1,500 shares)(8)





1,080


16,950Pegasus Research Group, LLC

January 6, 2011

Provider of Telemarketing and Data ServicesMember Units (460 units)





1,290


8,170PPL RVs, Inc.

June 10, 2010

Recreational Vehicle DealerLIBOR Plus 8.75% (Floor 0.50%), Current Coupon 10.85%, Secured Debt (MaturityNovember 15, 2022)(9)


12,245


12,118


12,118Common Stock (1,962 shares)





2,150


9,930​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​14,268


22,048


35

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Principle Environmental, LLC (d/b/a TruHorizon Environmental Solutions)

February 1, 2011

Noise Abatement Service Provider13.00% Secured Debt (MaturityApril 30, 2020)


6,397


6,379


6,397Preferred Member Units (19,631 units)(8)





4,600


13,390Warrants (1,018 equivalent units; ExpirationJanuary 31, 2021; Strike price$0.01 per unit)





1,200


1,090​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​12,179


20,877Quality Lease Service, LLC

June 8, 2015

Provider of Rigsite Accommodation Unit Rentals and Related ServicesMember Units (1,000 units)





11,013


9,289River Aggregates, LLC

March 30, 2011

Processor of Construction AggregatesZero Coupon Secured Debt (MaturityJune 30, 2018)(17)


750


750


722Member Units (1,150 units)





1,150


4,990Member Units (RA Properties, LLC) (1,500 units)





369


3,169​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​2,269


8,881Tedder Industries, LLC

August 31, 2018

Manufacturer of Firearm Holsters and Accessories12.00% Secured Debt (MaturityAugust 31, 2020)


640


640


64012.00% Secured Debt (MaturityAugust 31, 2023)


16,400


16,272


16,272Preferred Member Units (479 units)





8,136


8,136​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​25,048


25,048The MPI Group, LLC

October 2, 2007

Manufacturer of Custom Hollow Metal Doors, Frames and Accessories9.00% Secured Debt (MaturityDecember 31, 2019)(17)


2,924


2,924


2,924Series A Preferred Units (2,500 units)





2,500


Warrants (1,424 equivalent units; ExpirationJuly 1, 2024; Strike price$0.01 per unit)





1,096


Member Units (MPI Real Estate Holdings, LLC) (100 units)(8)





2,300


1,640​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​8,820


4,564Trantech Radiator Topco, LLC

May 31, 2019

Transformer Cooling Products and Services12.00% Secured Debt (MaturityMay 31, 2024)


9,200


9,102


9,102Common Stock (615 shares)(8)





4,655


4,655​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​13,757


13,757Vision Interests, Inc.

June 5, 2007

Manufacturer / Installer of Commercial Signage13.00% Secured Debt (MaturitySeptember 30, 2019)(17)


2,028


2,028


2,028Series A Preferred Stock (3,000,000 shares)





3,000


4,089Common Stock (1,126,242 shares)





3,706


409​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​8,734


6,526


36

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Ziegler's NYPD, LLC

October 1, 2008

Casual Restaurant Group6.50% Secured Debt (MaturityOctober 1, 2020)


1,000


1,000


1,00012.00% Secured Debt (MaturityOctober 1, 2020)


625


625


62514.00% Secured Debt (MaturityOctober 1, 2020)


2,750


2,750


2,750Warrants (587 equivalent units; ExpirationOctober 1, 2020; Strike price$0.01 per unit)





600


Preferred Member Units (10,072 units)





2,834


1,269​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​7,809


5,644​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Subtotal Control Investments (67.2% of net assets at fair value)

$
778,367

$
1,032,721​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


37

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Affiliate Investments(6)AFG Capital Group, LLC

November 7, 2014

Provider of Rent-to-Own Financing Solutions and Services10.00% Secured Debt (MaturityMay 25, 2022)

$
838

$
838

$
838Preferred Member Units (186 units)





1,200


5,180​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​2,038


6,018American Trailer Rental Group LLC

June 7, 2017

Provider of Short-term Trailer and Container RentalLIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.34%, Secured Debt (MaturityJune 7, 2022)(9)


27,087


26,905


27,087Member Units (Milton Meisler Holdings LLC) (48,555 units)





4,855


8,540​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​31,760


35,627BBB Tank Services, LLC

April 8, 2016

Maintenance, Repair and Construction Services to the Above-Ground Storage Tank MarketLIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.71%, (MaturityApril 8, 2021)(9)


4,800


4,698


4,698Preferred Stock (non-voting)(8)





131


131Member Units (800,000 units)





800


290​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​5,629


5,119Boccella Precast Products LLC

June 30, 2017

Manufacturer of Precast Hollow Core ConcreteLIBOR Plus 12.00% (Floor 1.00%), Current Coupon 14.10%, Secured Debt (MaturityJune 30, 2022)(9)


13,244


13,106


13,244Member Units (2,160,000 units)(8)





2,256


6,270​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​15,362


19,514Buca C, LLC

June 30, 2015

Casual Restaurant GroupLIBOR Plus 9.25% (Floor 1.00%), Current Coupon 10.94%, Secured Debt (MaturityJune 30, 2020)(9)


19,004


18,981


18,794Preferred Member Units (6 units; 6% cumulative)(8)(19)





4,701


4,701​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​23,682


23,495CAI Software LLC

October 10, 2014

Provider of Specialized Enterprise Resource Planning Software11.00% Secured Debt (MaturityDecember 7, 2023)


9,160


9,077


9,160Member Units (66,968 units)(8)





751


5,210​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​9,828


14,370Chandler Signs Holdings, LLC(10)

January 4, 2016

Sign ManufacturerClass A Units (1,500,000 units)(8)





1,500


2,740Charlotte Russe, Inc(11)

May 28, 2013

Fast-Fashion Retailer to Young WomenCommon Stock (19,041 shares)





3,141


Congruent Credit Opportunities Funds(12)(13)

January 24, 2012

Investment PartnershipLP Interests (Congruent Credit Opportunities Fund II, LP) (Fully diluted 19.8%)





5,210


855LP Interests (Congruent Credit Opportunities Fund III, LP) (Fully diluted 17.4%)(8)





13,601


13,915​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​18,811


14,770


38

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Copper Trail Fund Investments(12)(13)

July 17, 2017

Investment PartnershipLP Interests (Copper Trail Energy Fund I, LP) (Fully diluted 12.4%)(8)





1,997


2,362Dos Rios Partners(12)(13)

April 25, 2013

Investment PartnershipLP Interests (Dos Rios Partners, LP) (Fully diluted 20.2%)





5,846


7,033LP Interests (Dos Rios PartnersA, LP) (Fully diluted 6.4%)





1,856


2,233​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​7,702


9,266East Teak Fine Hardwoods, Inc.

April 13, 2006

Distributor of Hardwood ProductsCommon Stock (6,250 shares)(8)





480


400EIG Fund Investments(12)(13)

November 6, 2015

Investment PartnershipLP Interests (EIG Global Private Debt Fund-A, L.P.) (Fully diluted 11.1%)(8)





768


720Freeport Financial Funds(12)(13)

June 13, 2013

Investment PartnershipLP Interests (Freeport Financial SBIC Fund LP) (Fully diluted 9.3%)





5,974


5,778LP Interests (Freeport First Lien Loan Fund III LP) (Fully diluted 6.0%)(8)





9,956


9,696​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​15,930


15,474Fuse, LLC(11)

June 30, 2019

Cable Networks Operator12% Secured Debt (MaturityJune 28, 2024)


1,939


1,939


1,939Common Stock (10,429 shares)





256


256​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​2,195


2,195Harris Preston Fund Investments(12)(13)

August 9, 2017

Investment PartnershipLP Interests (HPEP 3, L.P.) (Fully diluted 8.2%)





2,474


2,474Hawk Ridge Systems, LLC(13)

December 2, 2016

Value-Added Reseller of Engineering Design and Manufacturing SolutionsLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.71%, Secured Debt (MaturityDecember 2, 2021)(9)


600


600


60011.00% Secured Debt (MaturityDecember 2, 2021)


13,400


13,335


13,400Preferred Member Units (226 units)(8)





2,850


7,900Preferred Member Units (HRS Services, ULC) (226 units)





150


420​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​16,935


22,320Houston Plating and Coatings, LLC

January 8, 2003

Provider of Plating and Industrial Coating Services8.00% Unsecured Convertible Debt (MaturityMay 1, 2022)


3,000


3,000


4,260Member Units (322,297 units)(8)





2,352


10,330​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​5,352


14,590I-45 SLF LLC(12)(13)

October 20, 2015

Investment PartnershipMember Units (Fully diluted 20.0%; 24.4% profits interest)(8)





17,000


14,407


39

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)L.F. Manufacturing Holdings, LLC(10)

December 23, 2013

Manufacturer of Fiberglass ProductsPreferred Member Units (non-voting; 14% cumulative)(8)(19)





81


81Member Units (2,179,001 units)





2,019


2,050​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​2,100


2,131OnAsset Intelligence, Inc.

April 18, 2011

Provider of Transportation Monitoring / Tracking Products and Services12.00% PIK Secured Debt (MaturityJune 30, 2021)(19)


6,474


6,474


6,47410.00% PIK Unsecured Debt (MaturityJune 30, 2021)(19)


58


58


58Preferred Stock (912 shares)





1,981


Warrants (5,333 equivalent shares; ExpirationApril 18, 2021; Strike price$0.01 per share)





1,919


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​10,432


6,532PCI Holding Company, Inc.

December 18, 2012

Manufacturer of Industrial Gas Generating Systems12.00% Current, Secured Debt (MaturityMarch 31, 2020)


11,356


11,356


11,356Preferred Stock (1,740,000 shares) (non-voting)





1,740


4,350Preferred Stock (1,500,000 shares)





3,927


2,680​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​17,023


18,386Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)

January 8, 2013

Provider of Rigsite Accommodation Unit Rentals and Related Services12.00% Secured Debt (MaturityJanuary 8, 2018)(14)(15)


30,369


29,865


Preferred Member Units (250 units)





2,500


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​32,365


Salado Stone Holdings, LLC (10)

June 27, 2016

Limestone and Sandstone Dimension Cut Stone Mining QuarriesClass A Preferred Units (Salado Acquisition, LLC) (2,000,000 units)





2,000


570SI East, LLC

August 31, 2018

Rigid Industrial Packaging Manufacturing9.50% Current, Secured Debt (MaturityAugust 31, 2023)


32,963


32,687


32,963Preferred Member Units (157 units)(8)





6,000


8,200​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​38,687


41,163Slick Innovations, Inc.

September 13, 2018

Text Message Marketing Platform14.00% Current, Secured Debt (MaturitySeptember 13, 2023)


6,360


6,197


6,197Common Stock (70,000 shares)(8)





700


1,080Warrants (18,084 equivalent units; ExpirationSeptember 13, 2028; Strike price$0.01 per unit)





181


290​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​7,078


7,567


40

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)UniTek Global Services, Inc.(11)

April 15, 2011

Provider of Outsourced Infrastructure ServicesLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.41%, Secured Debt (MaturityAugust 20, 2024)(9)


2,963


2,940


2,962Preferred Stock (755,401 shares; 20% cumulative)(8)(19)





809


1,889Preferred Stock (1,521,122 shares; 19% cumulative)(8)(19)





1,976


2,282Preferred Stock (2,281,682 shares; 19% cumulative)(8)(19)





3,667


3,667Preferred Stock (4,336,866 shares; 13.50% cumulative)(8)(19)





7,924


2,684Common Stock (945,507 shares)








​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​17,316


13,484Universal Wellhead Services Holdings, LLC(10)

October 30, 2014

Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas IndustryPreferred Member Units (UWS Investments, LLC) (716,949 units; 14% cumulative)(8)(19)





1,032


800Member Units (UWS Investments, LLC) (4,000,000 units)





4,000


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​5,032


800Volusion, LLC

January 26, 2015

Provider of Online Software-as-a-Service eCommerce Solutions11.50% Secured Debt (MaturityJanuary 26, 2020)


20,234


20,162


19,3528.00% Unsecured Convertible Debt (MaturityNovember 16, 2023)


409


409


291Preferred Member Units (4,876,670 units)





14,000


14,000Warrants (1,831,355 equivalent units; ExpirationJanuary 26, 2025; Strike price$0.01 per unit)





2,576


150​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​37,147


33,793​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Subtotal Affiliate Investments (21.5% of net assets at fair value)

$
351,764

$
330,287​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


41

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Non-Control/Non-Affiliate Investments(7)AAC Holdings, Inc.(11)

June 30, 2017

Substance Abuse Treatment Service ProviderLIBOR Plus 11.00% (Floor 1.00%), Current Coupon 13.03%, Secured Debt (MaturityApril 15, 2020)(9)(14)


2,227


2,068


2,172LIBOR Plus 12.75% (Floor 1.00%), Current Coupon 16.50%, Secured Debt (MaturityJune 30, 2023)(9)(14)


14,396


14,030


9,358​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​16,098


11,530Adams Publishing Group, LLC(10)

November 19, 2015

Local Newspaper OperatorPrime Plus 5.00% (Floor 1.50%), Current Coupon 8.75%, Secured Debt (MaturityJuly 3, 2023)(9)


5,000


4,930


5,000LIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.44%, Secured Debt (MaturityJuly 3, 2023)(9)


6,158


6,058


6,158LIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.50%, Secured Debt (MaturityJuly 3, 2023)(9)


197


197


197​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​11,185


11,355ADS Tactical, Inc.(10)

March 7, 2017

Value-Added Logistics and Supply Chain Provider to the Defense IndustryLIBOR Plus 6.25% (Floor 0.75%), Current Coupon 8.03%, Secured Debt (MaturityJuly 26, 2023)(9)


19,843


19,703


19,843Aethon United BR LP(10)

September 8, 2017

Oil & Gas Exploration & ProductionLIBOR Plus 6.75% (Floor 1.00%), Current Coupon 8.46%, Secured Debt (MaturitySeptember 8, 2023)(9)


9,750


9,630


9,531Affordable Care Holding Corp.(10)

May 9, 2019

Dental Service OrganizationLIBOR Plus 4.75% (Floor 1.00%), Current Coupon 6.59%,


14,396


14,126


14,036Secured Debt (MaturityOctober 22, 2022)(9)ALKU, LLC.(11)

October 18, 2019

Specialty National Staffing OperatorLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.44%, Secured Debt (MaturityJuly 29, 2026)(9)


10,000


9,902


9,883Allen Media, LLC.(11)

September 18, 2018

Operator of Cable Television NetworksLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.48%, Secured Debt (MaturityAugust 30, 2023)(9)


16,270


15,894


15,863Allen Media Broadcasting LLC(10)

July 3, 2019

Operator of Television Broadcasting NetworksLIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.21%, Secured Debt (MaturityJuly 3, 2024)(9)


14,906


14,565


14,565American Nuts, LLC(10)

April 10, 2018

Roaster, Mixer and Packager of Bulk Nuts and Seeds

LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 11.60%, Secured Debt (MaturityApril 10, 2023)(9)


12,243


12,002


12,233


42

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)American Teleconferencing Services, Ltd.(11)

May 19, 2016

Provider of Audio Conferencing and Video Collaboration SolutionsLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.36%, Secured Debt (MaturityJune 8, 2023)(9)


17,389


16,421


10,460APTIM Corp.(11)

August 17, 2018

Engineering, Construction & Procurement7.75% Secured Debt (MaturityJune 15, 2025)


12,452


10,836


7,471Arcus Hunting LLC(10)

January 6, 2015

Manufacturer of Bowhunting and Archery Products and AccessoriesLIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.10%, Secured Debt (MaturityJanuary 13, 2020)(9)


13,857


13,856


13,856ASC Ortho Management Company, LLC(10)

August 31, 2018

Provider of Orthopedic ServicesLIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.60%, Secured Debt (MaturityAugust 31, 2023)(9)


4,543


4,465


4,49013.25% PIK Secured Debt (MaturityDecember 1, 2023)(19)


1,854


1,821


1,854​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​6,286


6,344ATI Investment Sub, Inc.(11)

July 11, 2016

Manufacturer of Solar Tracking SystemsLIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.01%, Secured Debt (MaturityJune 22, 2021)(9)


2,885


2,859


2,853ATX Networks Corp.(11)(13)(21)

June 30, 2015

Provider of Radio Frequency Management EquipmentLIBOR Plus 6.00% (Floor 1.00%) Current Coupon 7.94% / 1.00% PIK, Current Coupon Plus PIK 8.94% Secured Debt (MaturityJune 11,
2021)(9)(19)


13,593


13,414


12,743Barfly Ventures, LLC(10)

August 31, 2015

Casual Restaurant Group12.00% Secured Debt (MaturityAugust 31, 2020)


10,185


10,073


7,736Options (3 equivalent units)





607


Warrant (2 equivalent unit; ExpirationAugust 31, 2025; Strike price$1.00 per unit)





473


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​11,153


7,736Berry Aviation, Inc.(10)

July 6, 2018

Charter Airline Services10.50% Current / 1.5% PIK, Secured Debt (MaturityJanuary 6, 2024)(19)


4,554


4,518


4,554Preferred Member Units (Berry Acquisition, LLC) (122,416 units; 16% cumulative)(8)(19)





125


125Preferred Member Units (Berry Acquisition, LLC) (1,548,387 units; 8% cumulative)(8)(19)





1,671


776​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​6,314


5,455


43

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)BigName Commerce, LLC(10)

May 11, 2017

Provider of Envelopes and Complimentary Stationery ProductsLIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.35%, Secured Debt (MaturityMay 11, 2022)(9)


2,233


2,218


2,233Binswanger Enterprises, LLC(10)

March 10, 2017

Glass Repair and Installation Service ProviderLIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.41%, Secured Debt (MaturityMarch 9, 2022)(9)


13,731


13,443


13,731Member Units (1,050,000 units)





1,050


950​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​14,493


14,681Bluestem Brands, Inc.(11)

December 19, 2013

Multi-Channel Retailer of General MerchandiseLIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.31%, Secured Debt (MaturityNovember 6, 2020)(9)


10,622


10,571


7,973Bojangles', Inc.(11)

February 5, 2019

Quick Service Restaurant GroupLIBOR Plus 4.75%, Current Coupon 6.50%, Secured Debt (MaturityJanuary 28, 2026)


7,782


7,642


7,827LIBOR Plus 8.50%, Current Coupon 10.25%, Secured Debt (MaturityJanuary 28, 2027)


5,000


4,907


5,012​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​12,549


12,839Brainworks Software, LLC(10)

August 12, 2014

Advertising Sales and Newspaper Circulation Software4.00% Secured Debt (MaturityJuly 22, 2019)(9)(17)


6,733


6,733


5,955Brightwood Capital Fund Investments(12)(13)

July 21, 2014

Investment PartnershipLP Interests (Brightwood Capital Fund III, LP) (Fully diluted 1.6%)(8)





11,160


9,005LP Interests (Brightwood Capital Fund IV, LP) (Fully diluted 0.6%)(8)





4,500


4,504​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​15,660


13,509Cadence Aerospace LLC(10)

November 14, 2017

Aerostructure ManufacturingLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.40%, Secured Debt (MaturityNovember 14, 2023)(9)


25,287


25,089


25,287California Pizza Kitchen, Inc.(11)

August 29, 2016

Casual Restaurant GroupLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.91%, Secured Debt (MaturityAugust 23, 2022)(9)


14,599


14,501


12,739Central Security Group, Inc.(11)

December 4, 2017

Security Alarm Monitoring Service ProviderLIBOR Plus 5.63% (Floor 1.00%), Current Coupon 7.38%, Secured Debt (MaturityOctober 6, 2021)(9)


13,776


13,734


11,985


44

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Cenveo Corporation(11)

September 4, 2015

Provider of Digital Marketing Agency ServicesLibor Plus 9.50% (Floor 1.00%), Current Coupon 11.45%, Secured Debt (MaturityJune 7, 2023)(9)


5,674


5,498


5,674Common Stock (177,130 shares)





5,309


2,923​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​10,807


8,597Chisholm Energy Holdings, LLC(10)

May 15, 2019

Oil & Gas Exploration & ProductionLIBOR Plus 6.25% (Floor 1.50%), Current Coupon 8.16%, Secured Debt (MaturityMay 15, 2026)(9)


3,571


3,488


3,488Clarius BIGS, LLC(10)

September 23, 2014

Prints & Advertising Film Financing15% PIK Secured Debt (MaturityJanuary 5, 2015)(14)(17)


2,846


2,846


40Clickbooth.com, LLC(10)

December 5, 2017

Provider of Digital Advertising Performance Marketing SolutionsLIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.59%, Secured Debt (MaturityDecember 5, 2022)(9)


2,663


2,625


2,663Construction Supply Investments, LLC(10)

December 29, 2016

Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry ContractorsMember Units (46,152 units)





4,866


7,667Corel Corporation(11)(13)(21)

July 24, 2019

Publisher of Desktop and Cloud-based SoftwareLIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.91%, Secured Debt (MaturityJuly 2, 2026)(9)


15,000


14,293


14,531CTVSH, PLLC(10)

August 3, 2017

Emergency Care and Specialty Service Animal HospitalLIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.91%, Secured Debt (MaturityAugust 3, 2022)(9)


10,099


10,039


10,099Darr Equipment LP(10)

April 15, 2014

Heavy Equipment Dealer11.5% Current / 1% PIK Secured Debt (Maturity -June 22, 2023)(19)


5,899


5,899


5,899Warrants (915,734 equivalent units; ExpirationDecember 23, 2023; Strike price$1.50 per unit)





474


300​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​6,373


6,199Digital River, Inc.(11)

February 24, 2015

Provider of Outsourced e-Commerce Solutions and ServicesLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.90%, Secured Debt (MaturityFebruary 12, 2021)(9)


15,876


15,771


15,837


45

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)DTE Enterprises, LLC(10)

April 13, 2018

Industrial Powertrain Repair and ServicesLIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.24%, Secured Debt (MaturityApril 13, 2023)(9)


10,992


10,827


10,982Class AA Preferred Member Units (non-voting; 10% cumulative)(8)(19)





860


860Class A Preferred Member Units (776,316 units)





776


1,490​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​12,463


13,332Dynamic Communities, LLC(10)

July 17, 2018

Developer of Business Events and Online Community GroupsLIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.75%, Secured Debt (MaturityJuly 17, 2023)(9)


5,460


5,375


5,458Echo US Holdings, LLC.(10)

November 12, 2019

Developer and Manufacturer of PVC and Polypropylene MaterialsLIBOR Plus 6.25% (Floor 1.63%), Current Coupon 7.96%, Secured Debt (MaturityOctober 25, 2024)(9)


22,414


22,292


22,292EnCap Energy Fund Investments(12)(13)

December 28, 2010

Investment PartnershipLP Interests (EnCap Energy Capital Fund VIII, L.P.) (Fully diluted 0.1%)(8)





3,617


1,354LP Interests (EnCap Energy Capital Fund VIII Co-Investors, L.P.) (Fully diluted 0.4%)





2,097


703LP Interests (EnCap Energy Capital Fund IX, L.P.) (Fully diluted 0.1%)(8)





4,360


2,780LP Interests (EnCap Energy Capital Fund X, L.P.) (Fully diluted 0.1%)(8)





8,427


8,822LP Interests (EnCap Flatrock Midstream Fund II, L.P.) (Fully diluted 0.8%)(8)





7,337


5,669LP Interests (EnCap Flatrock Midstream Fund III, L.P.) (Fully diluted 0.2%)(8)





6,674


6,677​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​32,512


26,005Encino Acquisition Partners Holdings, Inc.(11)

November 16, 2018

Oil & Gas Exploration & ProductionLIBOR Plus 6.75% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (MaturityOctober 29, 2025)(9)


9,000


8,921


6,795EPIC Y-Grade Services, LP(11)

June 22, 2018

NGL Transportation & StorageLIBOR Plus 6.00%, Current Coupon 8.04%, Secured Debt (MaturityJune 13, 2024)


10,275


10,116


10,050Evergreen Skills Lux S.á r.l. (d/b/a Skillsoft)(11)(13)

May 5, 2014

Technology-based Performance Support SolutionsLIBOR Plus 8.25% (Floor 1.00%), Current Coupon 10.45%, Secured Debt (MaturityApril 28, 2022)(9)


6,999


6,928


1,965


46

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Felix Investments Holdings II(10)

August 9, 2017

Oil & Gas Exploration & ProductionLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.40%, Secured Debt (MaturityAugust 9, 2022)(9)


5,000


4,944


5,000Flavors Holdings Inc.(11)

October 15, 2014

Global Provider of Flavoring and Sweetening ProductsLIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.77%, Secured Debt (MaturityApril 3, 2020)(9)


11,297


11,247


10,619Fortna, Inc.(10)

July 23, 2019

Process, Physcial Distribution and Logistics Consulting ServicesLIBOR Plus 5.00%, Current Coupon 6.75%, Secured Debt (MaturityApril 8, 2025)


7,751


7,577


7,577GeoStabilization International (GSI)(11)

December 31, 2018

Geohazard Engineering Services & MaintenanceLIBOR Plus 5.25%, Current Coupon 7.05%, Secured Debt (MaturityDecember 19, 2025)


16,376


16,230


16,335GoWireless Holdings, Inc. (11)

December 31, 2017

Provider of Wireless Telecommunications Carrier ServicesLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (MaturityDecember 22, 2024)(9)


18,120


17,964


17,471Grupo Hima San Pablo, Inc.(11)

March 7, 2013

Tertiary Care HospitalsLIBOR Plus 7.00% (Floor 1.50%), Current Coupon 8.91%, Secured Debt (MaturityApril 30, 2019)(9)(17)


4,504


4,504


3,34313.75% Secured Debt (MaturityOctober 15, 2018)(17)


2,055


2,040


167​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​6,544


3,510GS HVAM Intermediate, LLC(10)

October 18, 2019

Specialized Food DistributorLIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.51%, Secured Debt (MaturityOctober 2, 2024)(9)


11,364


11,233


11,233HDC/HW Intermediate Holdings(10)

December 21, 2018

Managed Services and Hosting ProviderLIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.53%, Secured Debt (MaturityDecember 21, 2023)(9)


3,498


3,440


3,493Hoover Group, Inc.(10)(13)

October 21, 2016

Provider of Storage Tanks and Related Products to the Energy and Petrochemical MarketsLIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.26%, Secured Debt (MaturityJanuary 28, 2021)(9)


20,764


20,119


19,206Hunter Defense Technologies, Inc.(10)

March 29, 2018

Provider of Military and Commercial Shelters and SystemsLIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.02%, Secured Debt (MaturityMarch 29, 2023)(9)


29,097


28,659


29,097


47

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)HW Temps LLC

July 2, 2015

Temporary Staffing Solutions

8.00% Secured Debt (MaturityMarch 29, 2023)


10,181


10,025


8,913Hydrofarm Holdings LLC(10)

May 18, 2017

Wholesaler of Horticultural ProductsLIBOR Plus 10.00%, Current Coupon 3.54% / 8.26% PIK, Current Coupon Plus PIK 11.80% Secured Debt (MaturityMay 12,
2022)(19)


7,660


7,547


6,414Hyperion Materials & Technologies, Inc.(11)(13)

September 12, 2019

Manufacturer of Cutting and Machine Tools & Speciality Polishing CompoundsLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (MaturityAugust 28, 2026)(9)


22,500


22,066


22,275iEnergizer Limited(10)(13)(21)

April 17, 2019

Provider of Business Outsourcing SolutionsLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.79%, Secured Debt (MaturityApril 17, 2024)(9)


12,963


12,848


12,962Implus Footcare, LLC(10)

June 1, 2017

Provider of Footwear and Related AccessoriesLIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.27%, Secured Debt (MaturityApril 30, 2024)(9)


18,577


18,178


18,217Independent Pet Partners Intermediate Holdings, LLC(10)

November 20, 2018

Omnichannel Retailer of Specialty Pet ProductsLIBOR Plus 9.00% (Floor 1.00%), Current Coupon 11.28%, Secured Debt (MaturityNovember 19, 2023)(9)


18,799


18,487


18,799Member Units (1,558,333 units)





1,558


1,260​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​20,045


20,059Industrial Services Acquisition, LLC(10)

June 17, 2016

Industrial Cleaning Services6% Current / 7% PIK Unsecured Debt (MaturityDecember 17, 2022)(19)


5,242


5,174


5,242Preferred Member Units (Industrial Services Investments, LLC) (144 units; 10% cumulative)(8)(19)





103


103Preferred Member Units (Industrial Services Investments, LLC) (80 units; 20% cumulative)(8)(19)





60


60Member Units (Industrial Services Investments, LLC) (900 units)





900


510​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​6,237


5,915Inn of the Mountain Gods Resort and Casino(11)

October 30, 2013

Hotel & Casino Owner & Operator9.25% Secured Debt (MaturityNovember 30, 2020)


7,762


7,584


7,684Interface Security Systems, L.L.C(10)

August 7, 2019

Commercial Security & Alarm ServicesLIBOR Plus 7.00% (Floor 1.75%), Current Coupon 8.77%, Secured Debt (MaturityAugust 7, 2023)(9)


7,500


7,363


7,363Intermedia Holdings, Inc.(11)

August 3, 2018

Unified Communications as a Service

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (MaturityJuly 19, 2025)(9)


20,130


20,033


20,180


48

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Invincible Boat Company, LLC.(10)

August 28, 2019

Manufacturer of Sport Fishing BoatsLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.53%, Secured Debt (MaturityAugust 28, 2025)(9)


9,872


9,773


9,773Isagenix International, LLC(11)

June 21, 2018

Direct Marketer of Health & Wellness ProductsLIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.77%, Secured Debt (MaturityJune 14, 2025)(9)


5,943


5,893


4,273JAB Wireless, Inc.(10)

May 2, 2018

Fixed Wireless Broadband ProviderLIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.74%, Secured Debt (MaturityMay 2, 2023)(9)


14,775


14,669


14,775Jackmont Hospitality, Inc.(10)

May 26, 2015

Franchisee of Casual Dining RestaurantsLIBOR Plus 6.75% (Floor 1.00%), Current Coupon 8.45%, Secured Debt (MaturityMay 26, 2021)(9)


4,059


4,055


4,059Joerns Healthcare, LLC(11)

April 3, 2013

Manufacturer and Distributor of Health Care Equipment & SuppliesLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.91% Secured Debt (MaturityAugust 21, 2024)(9)


4,016


3,942


3,942Common Stock (472,579 shares)





4,429


4,429​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​8,371


8,371Kemp Technologies Inc.(10)

June 27, 2019

Provider of Application Delivery ControllersLIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (MaturityMarch 29, 2024)(9)


7,462


7,326


7,463Kore Wireless Group Inc.(11)

December 31, 2018

Mission Critical Software PlatformLIBOR Plus 5.50%, Current Coupon 7.52%, Secured Debt (MaturityDecember 20, 2024)


19,285


19,189


19,164Larchmont Resources, LLC(11)

August 13, 2013

Oil & Gas Exploration & ProductionLIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.89%, Secured Debt (MaturityAugust 7, 2020)(9)


2,145


2,145


1,990Member Units (Larchmont Intermediate Holdco, LLC) (2,828 units)





353


707​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​2,498


2,697Laredo Energy VI, LP(10)

January 15, 2019

Oil & Gas Exploration & ProductionLIBOR Plus 9.63% (Floor 2.00%), Current Coupon 5.38% / 6.26% PIK, Current Coupon Plus PIK 11.64%, Secured Debt
(MaturityNovember 19, 2021)(9)(19)


11,312


11,166


10,638Lightbox Holdings, L.P.(11)

May 23, 2019

Provider of Commercial Real Estate Software

LIBOR Plus 5.00%, Current Coupon 6.74%, Secured Debt (MaturityMay 9, 2026)


14,925


14,713


14,738LKCM Headwater Investments I, L.P.(12)(13)

January 25, 2013

Investment PartnershipLP Interests (Fully diluted 2.3%)(8)





1,746


3,682


49

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)LL Management, Inc.(10)

May 2, 2019

Medical Transportation Service ProviderLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.56%, Secured Debt (MaturitySeptember 25, 2023)(9)


13,754


13,625


13,751Logix Acquisition Company, LLC(10)

June 24, 2016

Competitive Local Exchange CarrierLIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (MaturityDecember 22, 2024)(9)


18,381


18,199


18,197Looking Glass Investments, LLC(12)(13)

July 1, 2015

Specialty Consumer FinanceMember Units (2.5 units)





125


25Member Units (LGI Predictive Analytics LLC) (190,712 units)





49


16​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​174


41LSF9 Atlantis Holdings, LLC(11)

May 17, 2017

Provider of Wireless Telecommunications Carrier ServicesLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.74%, Secured Debt (MaturityMay 1, 2023)(9)


9,458


9,458


8,761Lulu's Fashion Lounge, LLC(10)

August 31, 2017

Fast Fashion E-Commerce RetailerLIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.75%, Secured Debt (MaturityAugust 28, 2022)(9)


11,335


11,070


11,109Lynx FBO Operating LLC(10)

September 30, 2019

Fixed Based Operator in the General Aviation IndustryLIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.86%, Secured Debt (MaturitySeptember 30, 2024)(9)


13,750


13,451


13,451Member Units (3,704 units)





500


500​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​13,951


13,951Mac Lean-Fogg Company(10)

April 22, 2019

Manufacturer and Supplier for Auto and Power MarketsLIBOR Plus 5.00%, Current Coupon 6.75%, Secured Debt (MaturityDecember 22, 2025)


16,648


16,528


16,643Preferred Stock (1,516 shares; 4.50% Cash / 9.25% PIK cumulative)(8)(19)





1,775


1,775​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​18,303


18,418MHVC Acquisition Corp.(11)

May 8, 2017

Provider of differentiated information solutions, systems engineering, and analytics

LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 7.01%, Secured Debt (MaturityApril 29, 2024)(9)


19,950


19,855


19,950Mills Fleet Farm Group, LLC(10)

October 24, 2018

Omnichannel Retailer of Work, Farm and Lifestyle MerchandiseLIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.29% / 0.75% PIK, Current Coupon Plus PIK 9.04%, Secured Debt
(MaturityOctober 24, 2024)(9)(19)


14,879


14,556


14,187


50

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)NBG Acquisition Inc(11)

April 28, 2017

Wholesaler of Home Décor ProductsLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.52%, Secured Debt (MaturityApril 26, 2024)(9)


4,181


4,134


3,247NinjaTrader, LLC(10)

December 18, 2019

Operator of Futures Trading PlatformLIBOR Plus 6.00% (Floor 1.50%), Current Coupon 7.90%, Secured Debt (MaturityDecember 18, 2024)(9)


9,675


9,490


9,490NNE Partners, LLC(10)

March 2, 2017

Oil & Gas Exploration & ProductionLIBOR Plus 8.00%, Current Coupon 9.91%, Secured Debt (MaturityMarch 2, 2022)


23,417


23,268


23,147North American Lifting Holdings, Inc.(11)

February 26, 2015

Crane Service ProviderLIBOR Plus 4.50% (Floor 1.00%), Current Coupon 6.52%, Secured Debt (MaturityNovember 27, 2020)(9)


7,584


7,300


6,417Novetta Solutions, LLC(11)

June 21, 2017

Provider of Advanced Analytics Solutions for Defense AgenciesLIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.76%, Secured Debt (MaturityOctober 17, 2022)(9)


21,060


20,673


20,749NTM Acquisition Corp.(11)

July 12, 2016

Provider of B2B Travel Information ContentLIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (MaturityJune 7, 2022)(9)


4,879


4,874


4,879Ospemifene Royalty Sub LLC (QuatRx)(10)

July 8, 2013

Estrogen-Deficiency Drug Manufacturer and Distributor11.5% Secured Debt (MaturityNovember 15, 2026)(14)


4,868


4,868


463PaySimple, Inc.(10)

September 9, 2019

Leading technology services commerce platformLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.28%, Secured Debt (MaturityAugust 23, 2025)(9)


15,845


15,586


15,766Permian Holdco 2, Inc.(11)

February 12, 2013

Storage Tank Manufacturer14.00% PIK Unsecured Debt (MaturityOctober 15, 2021)(19)


456


456


34118.00% PIK Unsecured Debt (MaturityJune 30, 2022)(19)


319


319


319Preferred Stock (Permian Holdco 1, Inc.) (154,558 units)





799


100​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​1,574


760Point.360(10)

July 8, 2015

Fully Integrated Provider of Digital Media ServicesWarrants (65,463 equivalent shares; ExpirationJuly 7, 2020; Strike price$0.75 per share)





69


Common Stock (163,658 shares)





273


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​342





51

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)PricewaterhouseCoopers Public Sector LLP(11)

May 24, 2018

Provider of Consulting Services to GovernmentsLIBOR Plus 8.00%, Current Coupon 9.75%, Secured Debt (MaturityMay 1, 2026)


9,000


8,965


8,865PT Network, LLC(10)

November 1, 2013

Provider of Outpatient Physical Therapy and Sports Medicine ServicesLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.44% / 2.00% PIK, Current Coupon Plus PIK 9.44%, Secured Debt
(MaturityNovember 30, 2023)(9)(19)


8,491


8,491


8,414Research Now Group, Inc. and Survey Sampling International, LLC(11)

December 31, 2017

Provider of Outsourced Online SurveyingLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.41%, Secured Debt (MaturityDecember 20, 2024)(9)


18,115


17,590


18,140RM Bidder, LLC(10)

November 12, 2015

Scripted and Unscripted TV and Digital Programming ProviderWarrants (327,532 equivalent units; ExpirationOctober 20, 2025; Strike price$14.28 per unit)





425


Member Units (2,779 units)





46


18​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​471


18SAFETY Investment Holdings, LLC

April 29, 2016

Provider of Intelligent Driver Record Monitoring Software and ServicesMember Units (2,000,000 units)





2,000


2,380Salient Partners L.P.(11)

June 25, 2015

Provider of Asset Management ServicesLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.69%, Secured Debt (MaturityJune 9, 2021)(9)


6,675


6,657


6,675SMART Modular Technologies, Inc.(10)(13)

August 18, 2017

Provider of Specialty Memory SolutionsLIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.16%, Secured Debt (MaturityAugust 9, 2022)(9)


18,484


18,332


18,669Staples Canada ULC(10)(13)(21)

September 14, 2017

Office Supplies Retailer

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.98%, Secured Debt (MaturitySeptember 12, 2024)(9)(22)


14,546


14,348


13,530TE Holdings, LLC(11)

December 5, 2013

Oil & Gas Exploration & ProductionMember Units (97,048 units)





970


TEAM Public Choices, LLC(10)

October 28, 2019

Home-Based Care Employment Service ProviderLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (MaturitySeptember 20, 2024)(9)


16,844


16,680


16,680Tectonic Financial, Inc.

May 15, 2017

Financial Services OrganizationCommon Stock (400,000 shares)(8)





2,000


2,620


52

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)TGP Holdings III LLC(11)

September 30, 2017

Outdoor Cooking & AccessoriesLIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.25%, Secured Debt (MaturitySeptember 25, 2025)(9)


5,500


5,440


5,143The Pasha Group(11)

February 2, 2018

Diversified Logistics and Transportation ProvidedLIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.31%, Secured Debt (MaturityJanuary 26, 2023)(9)


8,984


8,793


9,074TMC Merger Sub Corp.(11)

December 22, 2016

Refractory & Maintenance Services ProviderLIBOR Plus 6.75% (Floor 1.00%), Current Coupon 8.53%, Secured Debt (MaturityOctober 31, 2022)(9)(24)


15,527


15,394


15,392TOMS Shoes, LLC(11)

November 13, 2014

Global Designer, Distributor, and Retailer of Casual FootwearLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.46%, Secured Debt (MaturitySeptember 30, 2025)(9)


571


571


571LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.96%, Secured Debt (MaturityDecember 31, 2025)(9)


1,637


1,637


1,637Member Units (16,321 units)





245


245​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​2,453


2,453USA DeBusk LLC(10)

October 22, 2019

Provider of Industrial Cleaning ServicesLIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.54%, Secured Debt (MaturityOctober 22, 2024)(9)


30,000


29,423


29,423U.S. TelePacific Corp.(11)

September 14, 2016

Provider of Communications and Managed ServicesLIBOR Plus 5.00% (Floor 1.00%), Current Coupon 7.02%, Secured Debt (MaturityMay 2, 2023)(9)


17,088


16,887


16,447Vida Capital, Inc(11)

October 10, 2019

Alternative Asset Manager

LIBOR Plus 6.00%, Current Coupon 7.93%, Secured Debt (MaturityOctober 1, 2026)


18,500


18,232


18,315VIP Cinema Holdings, Inc.(11)

March 9, 2017

Supplier of Luxury Seating to the Cinema IndustryLIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.91%, Secured Debt (MaturityMarch 1, 2023)(9)(14)


10,063


10,030


5,301Vistar Media, Inc.(10)

February 17, 2017

Operator of Digital Out-of-Home Advertising PlatformLIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (MaturityApril 3, 2023)(9)


4,963


4,784


4,939Preferred Stock (70,207 shares)





767


1,610Warrants (69,675 equivalent shares; ExpirationApril 3, 2029; Strike price$10.92 per share)








1,630​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​5,551


8,179


53

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)



Portfolio Company(1)(20)

Investment Date(26)

Business Description

Type of Investment(2)(3)(25)

Principal(4)

Cost(4)

Fair Value(18)Wireless Vision Holdings, LLC(10)

September 29, 2017

Provider of Wireless Telecommunications Carrier ServicesLIBOR Plus 9.65% (Floor 1.00%), Current Coupon 11.57% / 1.00% PIK, Current Coupon Plus PIK 12.57%, Secured Debt
(MaturitySeptember 29, 2022)(9)(19)(23)


7,136


7,022


7,129LIBOR Plus 8.91% (Floor 1.00%), Current Coupon 10.67% / 1.00% PIK, Current Coupon Plus PIK 11.67%, Secured Debt
(MaturitySeptember 29, 2022)(9)(19)(23)


6,201


6,132


6,200​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​13,154


13,329YS Garments, LLC(11)

August 22, 2018

Designer and Provider of Branded ActivewearLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.60% Secured Debt (MaturityAugust 9, 2024)(9)


14,531


14,412


14,404Zilliant Incorporated

June 15, 2012

Price Optimization and Margin Management SolutionsPreferred Stock (186,777 shares)





154


260Warrants (952,500 equivalent shares; ExpirationJune 15, 2022; Strike price$0.001 per share)





1,071


1,190​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​1,225


1,450​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Subtotal Non-Control/Non-Affiliate Investments (80.7% of net assets at fair value)

$
1,297,587

$
1,239,316​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total Portfolio Investments, December 31, 2019

$
2,427,718

$
2,602,324​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


(1)All
investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note B for a description of Lower Middle Market portfolio
investments. All of the Company's investments, unless otherwise noted, are encumbered either as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the
Funds.(2)Debt
investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted.(3)See
Note C and Schedule 12-14 for a summary of geographic location of portfolio companies.(4)Principal
is net of repayments. Cost is net of repayments and accumulated unearned income.(5)Control
investments are defined by the Investment Company Act of 1940, as amended ("1940 Act"), as investments in which more than 25% of the voting securities are
owned or where the ability to nominate greater than 50% of the board representation is maintained.(6)Affiliate
investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are
not classified as Control investments.(7)Non-Control/Non-Affiliate
investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.(8)Income
producing through dividends or distributions.(9)Index
based floating interest rate is subject to contractual minimum interest rate. A majority of the variable rate loans in the Company's investment portfolio bear
interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually,
quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each such loan, the Company has provided the weighted average
annual stated interest rate in effect at December 31, 2019. As noted in this schedule, 64% of the loans (based on the par amount) contain LIBOR floors which range between 0.50% and 2.00%, with
a weighted-average LIBOR floor of approximately 1.06%.(10)Private
Loan portfolio investment. See Note B for a description of Private Loan portfolio investments.(11)Middle
Market portfolio investment. See Note B for a description of Middle Market portfolio investments.(12)Other
Portfolio investment. See Note B for a description of Other Portfolio investments.(13)Investment
is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the
time of acquisition of any additional non-qualifying assets.(14)Non-accrual
and non-income producing investment.(15)Portfolio
company is in a bankruptcy process and, as such, the maturity date of our debt investment in this portfolio company will not be finally determined until
such process is complete. As noted in footnote (14), our debt investment in this portfolio company is on non-accrual status.(16)External
Investment Manager. Investment is not encumbered as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the
Funds.


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Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)

(17)Maturity
date is under on-going negotiations with the portfolio company and other lenders, if applicable.(18)Investment
fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C for further discussion.(19)PIK
interest income and cumulative dividend income represent income not paid currently in cash.(20)All
portfolio company headquarters are based in the United States, unless otherwise noted.(21)Portfolio
company headquarters are located outside of the United States.(22)In
connection with the Company's debt investment in Staples Canada ULC and in an attempt to mitigate any potential adverse change in foreign exchange rates
during the term of the Company's investment, the Company maintains a forward foreign currency contract with Cadence Bank to lend $17.6 million Canadian Dollars and receive $13.4 million
U.S. Dollars with a settlement date of September 14, 2020. The unrealized depreciation on the forward foreign currency contract is $0.2 million as of December 31,
2019.(23)The
Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out"
tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate
than the contractual stated interest rate of LIBOR plus 8.50% (Floor 1.00%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.(24)The
Company has entered into an intercreditor agreement that entitles the Company to the "first out" tranche of the first lien secured loans, whereby the "first
out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a lower interest
rate than the contractual stated interest rate of LIBOR plus 7.14% (Floor 1.00%) per the credit agreement and the Consolidated Schedule of Investments above reflects such lower
rate.(25)All
of the Company's portfolio investments are generally subject to restrictions on resale as "restricted securities."(26)Investment
date represents the date of initial investment in the portfolio company.(27)Investment
has an unfunded commitment as of December 31, 2019 (see Note K). The fair value of the investment includes the impact of the fair value of
any unfunded commitments.


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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

NOTE AORGANIZATION AND BASIS OF PRESENTATION

1.     Organization

Main Street Capital Corporation ("MSCC") is a principal investment firm primarily focused on providing customized debt and equity financing to lower middle market
("LMM") companies and debt capital to middle market ("Middle Market") companies. The portfolio investments of MSCC and its consolidated subsidiaries are typically made to support management buyouts,
recapitalizations, growth financings, refinancings and acquisitions of companies that operate in a variety of industry sectors.
MSCC seeks to partner with entrepreneurs, business owners and management teams and generally provides "one stop" financing alternatives within its LMM portfolio. MSCC and its consolidated subsidiaries
invest primarily in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States and in secured debt investments of Middle Market companies
generally headquartered in the United States.

MSCC
was formed in March 2007 to operate as an internally managed business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). MSCC wholly
owns several investment funds, including Main Street Mezzanine Fund, LP ("MSMF"), Main Street Capital II, LP ("MSC II") and Main Street Capital III, LP ("MSC III" and,
collectively with MSMF and MSC II, the "Funds"), and each of their general partners. The Funds are each licensed as a Small Business Investment Company ("SBIC") by the United States Small Business
Administration ("SBA"). Because MSCC is internally managed, all of the executive officers and other employees are employed by MSCC. Therefore, MSCC does not pay any external investment advisory fees,
but instead directly incurs the operating costs associated with employing investment and portfolio management professionals.

MSC
Adviser I, LLC (the "External Investment Manager") was formed in November 2013 as a wholly owned subsidiary of MSCC to provide investment management and other services to
parties other than MSCC and its subsidiaries or their portfolio companies ("External Parties") and receives fee income for such services. MSCC has been granted no-action relief by the Securities and
Exchange Commission ("SEC") to allow the External Investment Manager to register as a registered investment adviser under the Investment Advisers Act of 1940, as amended. Since the External Investment
Manager conducts all of its investment management activities for External Parties, it is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in
MSCC's consolidated financial statements.

MSCC
has elected to be treated for U.S. federal income tax purposes as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"). As a result, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that it distributes to its stockholders.

MSCC
has certain direct and indirect wholly owned subsidiaries that have elected to be taxable entities (the "Taxable Subsidiaries"). The primary purpose of the Taxable Subsidiaries is
to permit MSCC to hold equity investments in portfolio companies which are "pass-through" entities for tax purposes.

Unless
otherwise noted or the context otherwise indicates, the terms "we," "us," "our," the "Company" and "Main Street" refer to MSCC and its consolidated subsidiaries, which include the
Funds and the Taxable Subsidiaries.

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

2.     Basis of Presentation

Main Street's consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America
("U.S. GAAP"). The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 946, Financial
ServicesInvestment Companies("ASC 946"). For each of the periods presented herein, Main Street's consolidated financial
statements include the accounts of MSCC and its consolidated subsidiaries. The Investment Portfolio, as used herein, refers to all of Main Street's investments in LMM portfolio companies, investments
in Middle Market portfolio companies, private loan ("Private Loan") portfolio investments, other portfolio ("Other Portfolio") investments and the investment in the External Investment Manager (see
"Note CFair Value Hierarchy for Investments and DebenturesPortfolio CompositionInvestment Portfolio Composition" for additional discussion of Main
Street's Investment Portfolio). Main Street's results of operations for the three and six months ended June 30, 2020 and 2019, cash flows for the six months ended June 30, 2020 and 2019,
and financial position as of June 30, 2020 and December 31, 2019, are presented on a consolidated basis. The effects of all intercompany transactions between Main Street and its
consolidated subsidiaries have been eliminated in consolidation.

The
accompanying unaudited consolidated financial statements of Main Street are presented in conformity with U.S. GAAP for interim financial information and pursuant to the
requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in
accordance with U.S. GAAP are omitted. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring
accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. The results of operations for the three and six months ended June 30,
2020 and 2019 are not necessarily indicative of the operating results to be expected for the full year. Also, the unaudited financial statements and notes should be read in conjunction with the
audited financial statements and notes thereto for the year ended December 31, 2019. Financial statements prepared on a U.S. GAAP basis require management to make estimates and
assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes
known, which could impact the amounts reported and disclosed herein.

Under
ASC 946, Main Street is precluded from consolidating other entities in which Main Street has equity investments, including those in which it has a controlling interest, unless the
other entity is another investment company. An exception to this general principle in ASC 946 occurs if Main Street holds a controlling interest in an operating company that provides all or
substantially all of its services directly to Main Street or to its portfolio companies. Accordingly, as noted above, MSCC's consolidated
financial statements include the financial position and operating results for the Funds and the Taxable Subsidiaries. Main Street has determined that none of its portfolio investments qualify for this
exception, including the investment in the External Investment Manager. Therefore, Main Street's Investment Portfolio is carried on the consolidated balance sheet at fair value, as discussed further
in Note B.1., with any adjustments to fair value recognized as "Net Unrealized Appreciation (Depreciation)" on the consolidated statements of operations until the investment is realized,
usually upon exit, resulting in any gain or loss being recognized as a "Net Realized Gain (Loss)."

57

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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)



Main Street classifies its Investment Portfolio in accordance with the requirements of the 1940 Act. Under the 1940 Act, (a) "Control
Investments" are defined as investments in which Main Street owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) "Affiliate
Investments" are defined as investments in which Main Street owns between 5% and 25% (inclusive) of the voting securities and does not have rights to maintain greater than 50% of the board
representation, and (c) "Non-Control/Non-Affiliate Investments" are defined as investments that are neither Control Investments nor Affiliate Investments.

NOTE BSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.     Valuation of the Investment Portfolio

Main Street accounts for its Investment Portfolio at fair value. As a result, Main Street follows the provisions of ASC 820,Fair Value
Measurements and Disclosures("ASC 820"). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality
of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires Main Street to assume that the portfolio investment is to be sold in
the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent,
knowledgeable and willing and able to transact.

Main
Street's portfolio strategy calls for it to invest primarily in illiquid debt and equity securities issued by privately held, LMM companies and more liquid debt securities issued by
Middle Market companies that are generally larger in size than the LMM companies. Main Street categorizes some of its investments in LMM companies and Middle Market companies as Private Loan portfolio
investments, which are primarily debt securities in privately held companies that have been originated through strategic relationships with other investment funds on a collaborative basis, and are
often referred to in the debt markets as "club deals." Private Loan investments are typically similar in size, structure, terms and conditions to investments Main Street holds in its LMM portfolio and
Middle Market portfolio. Main Street's portfolio also includes Other Portfolio investments which primarily consist of investments that are not consistent with the typical profiles for its LMM
portfolio investments, Middle Market portfolio investments or Private Loan portfolio investments, including investments which may be managed by third parties. Main Street's portfolio investments may
be subject to restrictions on resale.

LMM
investments and Other Portfolio investments generally have no established trading market while Middle Market securities generally have established markets that are not active.
Private Loan investments may include investments which have no established trading market or have established markets that are not active. Main Street determines in good faith the fair value of its
Investment Portfolio pursuant to a valuation policy in accordance with ASC 820 and a valuation process approved by its Board of Directors and in accordance with the 1940 Act. Main Street's valuation
policies and processes are intended to provide a consistent basis for determining the fair value of Main Street's Investment Portfolio.

For
LMM portfolio investments, Main Street generally reviews external events, including private mergers, sales and acquisitions involving comparable companies, and includes these events
in the valuation process by using an enterprise value waterfall methodology ("Waterfall") for its LMM equity

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

investments
and an income approach using a yield-to-maturity model ("Yield-to-Maturity") for its LMM debt investments. For Middle Market portfolio investments, Main Street primarily uses quoted prices
in the valuation process. Main Street determines the appropriateness of the use of third-party broker quotes, if any, in determining fair value based on its understanding of the level of actual
transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer, the depth and consistency of broker quotes and the correlation of changes in broker
quotes with underlying performance of the portfolio company and other market indices. For Middle Market and Private Loan portfolio investments in debt securities for which it has determined that
third-party quotes or other independent pricing are not available or appropriate, Main Street generally
estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value the investment in a current hypothetical sale using the Yield-to-Maturity
valuation method. For its Other Portfolio equity investments, Main Street generally calculates the fair value of the investment primarily based on the net asset value ("NAV") of the fund and adjusts
the fair value for other factors deemed relevant that would affect the fair value of the investment. All of the valuation approaches for Main Street's portfolio investments estimate the value of the
investment as if Main Street were to sell, or exit, the investment as of the measurement date.

These
valuation approaches consider the value associated with Main Street's ability to control the capital structure of the portfolio company, as well as the timing of a potential exit.
For valuation purposes, "control" portfolio investments are composed of debt and equity securities in companies for which Main Street has a controlling interest in the equity ownership of the
portfolio company or the ability to nominate a majority of the portfolio company's board of directors. For valuation purposes, "non-control" portfolio investments are generally composed of debt and
equity securities in companies for which Main Street does not have a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio
company's board of directors.

Under
the Waterfall valuation method, Main Street estimates the enterprise value of a portfolio company using a combination of market and income approaches or other appropriate valuation
methods, such as considering recent transactions in the equity securities of the portfolio company or third-party valuations of the portfolio company, and then performs a waterfall calculation by
allocating the enterprise value over the portfolio company's securities in order of their preference relative to one another. The enterprise value is the fair value at which an enterprise could be
sold in a transaction between two willing parties, other than through a forced or liquidation sale. Typically, privately held companies are bought and sold based on multiples of earnings before
interest, taxes, depreciation and amortization ("EBITDA"), cash flows, net income, revenues, or in limited cases, book value. There is no single methodology for estimating enterprise value. For any
one portfolio company, enterprise value is generally described as a range of values from which a single estimate of enterprise value is derived. In estimating the enterprise value of a portfolio
company, Main Street analyzes various factors including the portfolio company's historical and projected financial results. Due to SEC deadlines for Main Street's quarterly and annual financial
reporting, the operating results of a portfolio company used in the current period valuation are generally the results from the period ended three months prior to such valuation date and may include
unaudited, projected, budgeted or pro forma financial information and may require adjustments for non-recurring items or to normalize the operating results that may require significant judgment in
determining. In addition, projecting future financial results requires significant judgment regarding future growth assumptions. In evaluating the operating results, Main Street also analyzes the
impact of exposure to litigation, loss of customers or other contingencies. After determining the appropriate enterprise value, Main Street allocates the enterprise value to

59

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

investments
in order of the legal priority of the various components of the portfolio company's capital structure. In applying the Waterfall valuation method, Main Street assumes the loans are paid
off at the
principal amount in a change in control transaction and are not assumed by the buyer, which Main Street believes is consistent with its past transaction history and standard industry practices.

Under
the Yield-to-Maturity valuation method, Main Street also uses the income approach to determine the fair value of debt securities based on projections of the discounted future free
cash flows that the debt security will likely generate, including analyzing the discounted cash flows of interest and principal amounts for the debt security, as set forth in the associated loan
agreements, as well as the financial position and credit risk of the portfolio company. Main Street's estimate of the expected repayment date of its debt securities is generally the maturity date of
the instrument, as Main Street generally intends to hold its loans and debt securities to maturity. The Yield-to-Maturity analysis also considers changes in leverage levels, credit quality, portfolio
company performance and other factors. Main Street will generally use the value determined by the Yield-to-Maturity analysis as the fair value for that security; however, because of Main Street's
general intent to hold its loans to maturity, the fair value will not exceed the principal amount of the debt security valued using the Yield-to-Maturity valuation method. A change in the assumptions
that Main Street uses to estimate the fair value of its debt securities using the Yield-to-Maturity valuation method could have a material impact on the determination of fair value. If there is
deterioration in credit quality or if a debt security is in workout status, Main Street may consider other factors in determining the fair value of the debt security, including the value attributable
to the debt security from the enterprise value of the portfolio company or the proceeds that would most likely be received in a liquidation analysis.

Under
the NAV valuation method, for an investment in an investment fund that does not have a readily determinable fair value, Main Street measures the fair value of the investment
predominately based on the NAV of the investment fund as of the measurement date and adjusts the investment's fair value for factors known to Main Street that would affect that fund's NAV, including,
but not limited to, fair values for individual investments held by the fund if Main Street holds the same investment or for a publicly traded investment. In addition, in determining the fair value of
the investment, Main Street considers whether adjustments to the NAV are necessary in certain circumstances, based on the analysis of any restrictions on redemption of Main Street's investment as of
the measurement date, recent actual sales or redemptions of interests in the investment fund, and expected future cash flows available to equity holders, including the rate of return on those cash
flows compared to an implied market return on equity required by market participants, or other uncertainties surrounding Main Street's ability to realize the full NAV of its interests in the
investment fund.

Pursuant
to its internal valuation process and the requirements under the 1940 Act, Main Street performs valuation procedures on each of its portfolio investments quarterly. In addition
to its internal valuation process, in arriving at estimates of fair value for its investments in its LMM portfolio companies, Main Street, among other things, consults with a nationally recognized
independent financial advisory services firm. The nationally recognized independent financial advisory services firm analyzes and provides observations, recommendations and an assurance certification
regarding the Company's determinations of the fair value of its LMM portfolio company investments. The nationally recognized independent financial advisory services firm is generally consulted
relative to Main Street's investments in each LMM portfolio company at least once every calendar year, and for Main Street's investments in new LMM portfolio companies, at least once in the
twelve-month period subsequent to the initial investment. In certain instances, Main Street may determine that it is not cost-effective, and as a result is not in its stockholders' best interest, to
consult with the nationally recognized independent

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

financial
advisory services firm on its investments in one or more LMM portfolio companies. Such instances include, but are not limited to, situations where the fair value of Main Street's investment
in a LMM portfolio company is determined to be insignificant relative to the total Investment Portfolio. Main Street consulted with and received an assurance certification from its independent
financial advisory services firm in arriving at Main Street's determination of fair value on its investments in a total of 28 LMM portfolio companies for the six months ended June 30, 2020,
representing approximately 47% of the total LMM portfolio at fair value as of June 30, 2020, and on a total of 25 LMM portfolio companies for the six months ended June 30, 2019,
representing approximately 40% of the total LMM portfolio at fair value as of June 30, 2019. Excluding its investments in LMM portfolio companies that, as of June 30, 2020 and 2019, as
applicable, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment or whose primary purpose is to own real estate for which a third-party appraisal is
obtained on at least an annual basis, the percentage of the LMM portfolio reviewed and certified by its independent financial advisory services firm for the six months ended June 30, 2020 and
2019 was 53% and 42% of the total LMM portfolio at fair value as of June 30, 2020 and 2019, respectively.

For
valuation purposes, all of Main Street's Middle Market portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair
value, Main Street uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. For Middle Market portfolio investments
for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it
believes hypothetical market participants would use to value such Middle Market debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Middle Market
equity investments in a current hypothetical sale using the Waterfall valuation method. Because the vast majority of the Middle Market portfolio investments are typically valued using third-party
quotes or other independent pricing services (including 92% and 91% of the Middle Market portfolio investments as of June 30, 2020 and December 31, 2019, respectively), Main Street
generally does not consult with any financial advisory services firms in connection with determining the fair value of its Middle Market investments.

For
valuation purposes, all of Main Street's Private Loan portfolio investments are non-control investments. For Private Loan portfolio investments for which it has determined that
third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market
participants would use to value such Private Loan debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Private Loan equity investments in a current
hypothetical sale using the Waterfall valuation method.

In
addition to its internal valuation process, in arriving at estimates of fair value for its investments in its Private Loan portfolio companies, Main Street, among other things,
consults with a nationally recognized independent financial advisory services firm. The nationally recognized independent
financial advisory services firm analyzes and provides observations and recommendations and an assurance certification regarding the Company's determinations of the fair value of its Private Loan
portfolio company investments. The nationally recognized independent financial advisory services firm is generally consulted relative to Main Street's investments in each Private Loan portfolio
company at least once every calendar year, and for Main Street's investments in new Private Loan portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In
certain instances, Main Street may determine that it is not cost-effective, and as a result is not in its

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

stockholders'
best interest, to consult with the nationally recognized independent financial advisory services firm on its investments in one or more Private Loan portfolio companies. Such instances
include, but are not limited to, situations where the fair value of Main Street's investment in a Private Loan portfolio company is determined to be insignificant relative to the total Investment
Portfolio. Main Street consulted with and received an assurance certification from its independent financial advisory services firm in arriving at its determination of fair value on its investments in
a total of 21 Private Loan portfolio companies for the six months ended June 30, 2020, representing approximately 37% of the total Private Loan portfolio at fair value as of
June 30, 2020, and on a total of 18 Private Loan portfolio companies for the six months ended June 30, 2019, representing approximately 31% of the total Private Loan portfolio at fair
value as of June 30, 2019. Excluding its investments in Private Loan portfolio companies that, as of June 30, 2020 and 2019, as applicable, had not been in the Investment Portfolio for
at least twelve months subsequent to the initial investment and its investments in Private Loan portfolio companies that were not reviewed because the investment is valued based upon third-party
quotes or other independent pricing, the percentage of the Private Loan portfolio reviewed and certified by its independent financial advisory services firm for the six months ended June 30,
2020 and 2019 was 45% and 48% of the total Private Loan portfolio at fair value as of June 30, 2020 and 2019, respectively.

For
valuation purposes, all of Main Street's Other Portfolio investments are non-control investments. Main Street's Other Portfolio investments comprised 4.1% of Main Street's Investment
Portfolio at fair value as of June 30, 2020 and December 31, 2019. Similar to the LMM investment portfolio, market quotations for Other Portfolio equity investments are generally not
readily available. For its Other Portfolio equity investments, Main Street generally determines the fair value of these investments using the NAV valuation method.

For
valuation purposes, Main Street's investment in the External Investment Manager is a control investment. Market quotations are not readily available for this investment, and as a
result, Main Street determines the fair value of the External Investment Manager using the Waterfall valuation method under the market approach. In estimating the enterprise value, Main Street
analyzes various factors, including the entity's historical and projected financial results, as well as its size, marketability and performance relative to the population of market comparables. This
valuation approach estimates the value of the investment as if Main Street were to sell, or exit, the investment. In addition, Main Street considers its ability to control the capital structure of the
company, as well as the timing of a potential exit, in connection with determining the fair value of the External Investment Manager.

Due
to the inherent uncertainty in the valuation process, Main Street's determination of fair value for its Investment Portfolio may differ materially from the values that would have
been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the
investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. Main Street determines the fair value of each
individual investment and records changes in fair value as unrealized appreciation or depreciation.

Main
Street uses an internally developed portfolio investment rating system in connection with its investment oversight, portfolio management and analysis and investment valuation
procedures for its LMM portfolio companies. This system takes into account both quantitative and qualitative factors of the LMM portfolio company and the investments held therein.

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

The
Board of Directors of Main Street has the final responsibility for overseeing, reviewing and approving, in good faith, Main Street's determination of the fair value for its
Investment Portfolio, as well as its valuation procedures, consistent with 1940 Act requirements. Main Street believes its Investment Portfolio as of June 30, 2020 and December 31, 2019
approximates fair value as of those dates based on the markets in which Main Street operates and other conditions in existence on those reporting dates.

2.     Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results
may differ from these estimates under different conditions or assumptions. Additionally, as explained in Note B.1., the consolidated financial statements include investments in the Investment
Portfolio whose values have been estimated by Main Street with the oversight, review and approval by Main Street's Board of Directors in the absence of readily ascertainable market values. Because of
the inherent uncertainty of the Investment Portfolio valuations, those estimated values may differ materially from the values that would have been determined had a ready market for the securities
existed.

The
COVID-19 pandemic, and the related effect on the U.S. and global economies, has impacted, and threatens to continue to impact, the businesses and operating results of certain of Main
Street's portfolio companies, as well as market interest spreads. As a result of these and other current effects of the COVID-19 pandemic, as well as the uncertainty regarding the extent and duration
of its impact, the valuation of Main Street's Investment Portfolio is volatile.

3.     Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid investments with an original maturity of three months or less at the date of purchase. Cash and cash
equivalents are carried at cost, which approximates fair value.

At
June 30, 2020, cash balances totaling $65.4 million exceeded Federal Deposit Insurance Corporation insurance protection levels, subjecting the Company to risk related to
the uninsured balance. All of the Company's cash deposits are held at large established high credit quality financial institutions and management believes that the risk of loss associated with any
uninsured balances is remote.

4.     Interest, Dividend and Fee Income

Main Street records interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends
are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. In accordance with Main Street's valuation policies, Main Street evaluates
accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if Main Street otherwise does not expect the debtor to
be able to service all of its debt or other obligations, Main Street will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt
security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security's status significantly

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

improves
regarding the debtor's ability to service the debt or other obligations, or if a loan or debt security is sold or written off, Main Street removes it from non-accrual status.

As
of June 30, 2020, Main Street's total Investment Portfolio had eleven investments on non-accrual status, which comprised approximately 1.9% of its fair value and 6.3% of its
cost. As of December 31, 2019, Main Street's total Investment Portfolio had eight investments on non-accrual status, which comprised approximately 1.4% of its fair value and 4.8% of its cost.

Main
Street holds certain debt and preferred equity instruments in its Investment Portfolio that contain payment-in-kind ("PIK") interest and cumulative dividend provisions. The PIK
interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection
of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the
preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as
discussed in Note B.9. below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though Main Street may not have collected the PIK
interest and cumulative dividends in cash. Main Street stops accruing PIK interest and cumulative dividends and writes off any accrued and uncollected interest and dividends in arrears when it
determines that such PIK interest and dividends in arrears are no longer collectible. For the three months ended June 30, 2020 and 2019, (i) approximately 2.5% and 2.2%, respectively, of
Main Street's total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 0.9% and 1.1%, respectively, of Main Street's total investment
income was attributable to cumulative dividend income not paid currently in cash. For the six months ended June 30, 2020 and 2019, (i) approximately 1.7% and 2.0%, respectively, of Main
Street's total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 0.9% and 1.1%, respectively, of Main Street's total investment income
was attributable to cumulative dividend income not paid currently in cash.

Main
Street may periodically provide services, including structuring and advisory services, to its portfolio companies or other third parties. For services that are separately
identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in
connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are deferred and accreted into income over the life of the financing.

A
presentation of total investment income Main Street received from its Investment Portfolio in each of the periods presented is as follows:



Three Months Ended
June 30,

Six Months Ended
June 30,2020

2019

2020

2019(dollars in thousands)Interest, fee and dividend income:Interest income

$
41,574

$
47,222

$
86,450

$
94,541Dividend income


7,795


12,763


15,836


25,259Fee income


2,638


1,308


5,870


2,857​
​
​
​
​
​
​
​
​
​
​
​
​
​Total interest, fee and dividend income

$
52,007

$
61,293

$
108,156

$
122,657​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​


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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

5.     Deferred Financing Costs

Deferred financing costs include commitment fees and other costs related to Main Street's multi-year revolving credit facility (the "Credit Facility") and its
unsecured notes, as well as the commitment fees and leverage fees (approximately 3.4% of the total commitment and draw amounts, as applicable) on the SBIC debentures which are not accounted for under
the fair value option under ASC 825 (as discussed further in Note B.11.). See further discussion of Main Street's debt in Note E. Deferred financing costs in connection with the Credit
Facility are capitalized as an asset. Deferred financing costs in connection with all other debt arrangements not using the fair value option are a direct deduction from the related debt liability.

6.     Equity Offering Costs

The Company's offering costs are charged against the proceeds from equity offerings when the proceeds are received.

7.     Unearned IncomeDebt Origination Fees and Original Issue Discount and Discounts / Premiums to Par Value

Main Street capitalizes debt origination fees received in connection with financings and reflects such fees as unearned income netted against the applicable debt
investments. The unearned income from the fees is accreted into income based on the effective interest method over the life of the financing.

In
connection with its portfolio debt investments, Main Street sometimes receives nominal cost warrants or warrants with an exercise price below the fair value of the underlying equity
(together, "nominal cost equity") that are valued as part of the negotiation process with the particular portfolio company. When Main Street receives nominal cost equity, Main Street allocates its
cost basis in its investment between its debt security and its nominal cost equity at the time of origination based on amounts negotiated with the particular portfolio company. The allocated amounts
are based upon the fair value of the nominal cost equity, which is then used to determine the allocation of cost to the debt security. Any discount recorded on a debt investment resulting from this
allocation is reflected as unearned income, which is netted against the applicable debt investment, and accreted into interest income based on the effective interest method over the life of the debt
investment. The actual collection of this interest is deferred until the time of debt principal repayment.

Main
Street may also purchase debt securities at a discount or at a premium to the par value of the debt security. In the case of a purchase at a discount, Main Street records the
investment at the par value of the debt security net of the discount, and the discount is accreted into interest income based on the effective interest method over the life of the debt investment. In
the case of a purchase at a premium, Main Street records the investment at the par value of the debt security plus the premium, and the premium is amortized as a reduction to interest income based on
the effective interest method over the life of the debt investment.

To
maintain RIC tax treatment (as discussed in Note B.9. below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though
Main Street may not have collected the interest income. For the three months ended June 30, 2020 and 2019, approximately 2.6% and 2.5%, respectively, of Main Street's total investment income
was attributable to interest income from the accretion of discounts associated with debt investments, net of any premium reduction. For the six months ended June 30, 2020 and 2019,
approximately 2.6% and 2.7%, respectively, of Main Street's total investment income was attributable to interest income from the accretion of discounts associated with debt investments, net of any
premium reduction.

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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

8.     Share-Based Compensation

Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, CompensationStock
Compensation.Accordingly, for restricted stock awards, Main Street measures the grant date fair value based upon the
market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the
vesting term.

Main
Street has also adopted Accounting Standards Update ("ASU") 2016-09,CompensationStock Compensation: Improvements to Employee Share-Based
Payment Accounting, which requires that all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) be recognized as income
tax expense or benefit in the income statement and not delay recognition of a tax benefit until the tax benefit is realized through a reduction to taxes payable. Accordingly, the tax effects of
exercised or vested awards are treated as discrete items in the reporting period in which they occur. Additionally, Main Street has elected to account for forfeitures as they occur.

9.     Income Taxes

MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC's taxable income includes the taxable income generated by MSCC and certain of
its subsidiaries, including the Funds, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net
ordinary taxable income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its "investment company taxable income" (which is generally its net
ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax
treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given fiscal year may be
distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) the filing of the U.S. federal income tax
return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.

The
Taxable Subsidiaries primarily hold certain portfolio investments for Main Street. The Taxable Subsidiaries permit Main Street to hold equity investments in portfolio companies which
are "pass-through" entities for tax purposes and to continue to comply with the "source-of-income" requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are
consolidated with Main Street for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in Main Street's consolidated financial
statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax
assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to
temporary book and tax timing differences and permanent differences. The Taxable Subsidiaries are each taxed at their normal corporate tax rates based on their taxable income. The income tax expense,
or benefit, if any, and the related tax assets and liabilities, of the Taxable Subsidiaries are reflected in Main Street's consolidated financial statements.

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

The
External Investment Manager is an indirect wholly owned subsidiary of MSCC owned through a Taxable Subsidiary and is a disregarded entity for tax purposes. The External Investment
Manager has entered into a tax sharing agreement with its Taxable Subsidiary owner. Since the External Investment Manager is accounted for as a portfolio investment of MSCC and is not included as a
consolidated subsidiary of MSCC in MSCC's consolidated financial statements, and as a result of the tax sharing agreement with its Taxable Subsidiary owner, for its stand-alone financial reporting
purposes the External Investment Manager is treated as if it is taxed at normal corporate tax rates based on its
taxable income and, as a result of its activities, may generate income tax expense or benefit. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the External
Investment Manager are reflected in the External Investment Manager's separate financial statements.

The
Taxable Subsidiaries and the External Investment Manager use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary
differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, using statutory tax rates in effect for the year in which the temporary
differences are expected to reverse. A valuation allowance is provided, if necessary, against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset
will not be realized.

Taxable
income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income
generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

10.   Net Realized Gains or Losses and Net Unrealized Appreciation or Depreciation

Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the
cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period net of
recoveries and realized gains or losses from in-kind redemptions. Net unrealized appreciation or depreciation reflects the net change in the fair value of the Investment Portfolio and financial
instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.

11.   Fair Value of Financial Instruments

Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and
matters of significant judgment and, therefore, cannot be determined with precision. Main Street believes that the carrying amounts of its financial instruments, consisting of cash and cash
equivalents, receivables, payables and other liabilities approximate the fair values of such items due to the short-term nature of these instruments.

As
part of Main Street's acquisition of the majority of the equity interests of MSC II in January 2010 (the "MSC II Acquisition"), Main Street elected the fair value option under ASC
825,Financial Instruments("ASC 825"), relating to accounting for debt obligations at their fair value, for the MSC II
SBIC debentures acquired as part of the acquisition accounting related to the MSC II Acquisition and valued those obligations as discussed further in Note C. In order to provide for a more
consistent basis of presentation, Main Street elected the fair value option for SBIC debentures issued by MSC II subsequent to the MSC II Acquisition. When the fair value option is elected for a given
SBIC

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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

debenture,
the deferred loan costs associated with the debenture are fully expensed in the current period to "Net Unrealized Appreciation (Depreciation)SBIC debentures" as part of the
fair value adjustment. Interest incurred in connection with SBIC debentures which are valued at fair value is included in interest expense.

12.   Earnings per Share

Basic and diluted per share calculations are computed utilizing the weighted-average number of shares of common stock outstanding for the period. In accordance
with ASC 260,Earnings Per Share, the unvested shares of restricted stock awarded pursuant to Main Street's equity compensation plans are participating
securities and, therefore, are included in the basic earnings per share calculation. As a result, for all periods presented, there is no difference between diluted earnings per share and basic
earnings per share amounts.

13.   Recently Issued or Adopted Accounting Standards

In August 2018, the SEC adopted rules (the "SEC Release") amending certain disclosure requirements intended to eliminate redundant, duplicative, overlapping,
outdated, or superseded, in light of other SEC disclosure requirements, U.S. GAAP requirements or changes in the information environment. In part, the SEC Release requires an investment company
to present distributable earnings in total on the consolidated balance sheet and consolidated statement of changes in net assets, rather than showing the three components of distributable earnings as
previously shown. Main Street adopted this part of the SEC Release during the year ended December 31, 2018. The impact of the adoption of these rules on Main Street's consolidated financial
statements was not material. Additionally, the SEC Release requires disclosure of changes in net assets within a registrant's Form 10-Q filings on a quarter-to-date and year-to-date basis for
both the current year and prior year comparative periods. Main Street adopted the requirement to present changes in net assets in interim financial statements within Form 10-Q filings effective
January 1, 2019. The adoption of these rules did not have a material impact on the consolidated financial statements.

In
March 2020, the FASB issued ASU 2020-04, "Reference rate reform (Topic 848)Facilitation of the effects of reference rate reform on financial reporting." The amendments in
this update provide optional expedients and exceptions for applying U.S. GAAP to certain contracts and hedging relationships that reference LIBOR or another reference rate expected to be
discontinued due to reference rate reform and became effective upon issuance for all entities. The Company has agreements that have LIBOR as a reference rate with certain portfolio companies and also
with certain lenders. Many of these agreements include language for choosing an alternative successor rate if LIBOR reference is no longer considered to be appropriate. Contract modifications are
required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. The Company adopted this amendment in March
2020 and plans to apply the amendments in this update to account for contract modifications due to changes in reference rates. The Company does not believe that it will have a material impact on its
consolidated financial statements and disclosures.

In
May 2020, the SEC adopted rules Release No. 33-10786 (the "Release"),Amendments to Financial Disclosures about Acquired and Disposed
Businesses, amending Rule 1-02(w)(2) used in the determination of a significant subsidiary. In part, the Release eliminated the use of the asset test, and amended the
income and investment tests for determining whether an unconsolidated subsidiary

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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

requires
additional disclosure in the footnotes of the financial statements. Main Street adopted the Release during the quarter ended June 30, 2020. The impact of the adoption of these rules on
Main Street's consolidated financial statements was not material.

From
time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by Main Street as of the specified effective date. Main Street
believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its consolidated financial statements upon adoption.

NOTE CFAIR VALUE HIERARCHY FOR INVESTMENTS AND DEBENTURESPORTFOLIO
COMPOSITION

ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs
used to measure fair value, and
enhances disclosure requirements for fair value measurements. Main Street accounts for its investments at fair value.



In accordance with ASC 820, Main Street has categorized its investments based on the priority of the inputs to the valuation technique into a
three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical investments (Level 1) and the lowest priority to
unobservable inputs (Level 3).

Investments
recorded on Main Street's balance sheet are categorized based on the inputs to the valuation techniques as follows:





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Notes to Consolidated Financial Statements (Continued)

(Unaudited)



As
required by ASC 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is
based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable
(Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized within the Level 3 tables below may
include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

As
of June 30, 2020 and December 31, 2019, all of Main Street's LMM portfolio investments consisted of illiquid securities issued by privately held companies and the fair
value determination for these investments primarily consisted of unobservable inputs. As a result, all of Main Street's LMM portfolio investments were categorized as Level 3 as of
June 30, 2020 and December 31, 2019.

As
of June 30, 2020 and December 31, 2019, Main Street's Middle Market portfolio investments consisted primarily of investments in secured and unsecured debt investments
and independently rated debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable
inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street's Middle Market portfolio investments were categorized as
Level 3 as of June 30, 2020 and December 31, 2019.

As
of June 30, 2020 and December 31, 2019, Main Street's Private Loan portfolio investments primarily consisted of investments in interest-bearing secured debt investments.
The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair
value of these investments and unobservable inputs. As a result, all of Main Street's Private Loan portfolio investments were categorized as Level 3 as of June 30, 2020 and
December 31, 2019.

As
of June 30, 2020 and December 31, 2019, Main Street's Other Portfolio investments consisted of illiquid securities issued by privately held companies and the fair value
determination for these investments primarily consisted of unobservable inputs. As a result, all of Main Street's Other Portfolio investments were categorized as Level 3 as of June 30,
2020 and December 31, 2019.

The
fair value determination of each portfolio investment categorized as Level 3 required one or more of the following unobservable
inputs:



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Notes to Consolidated Financial Statements (Continued)

(Unaudited)



The
use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. The significant unobservable inputs used in the fair value
measurement of Main Street's LMM equity securities, which are generally valued through an average of the discounted cash flow technique and the market comparable/enterprise value technique (unless one
of these approaches is determined to not be appropriate), are (i) EBITDA multiples and (ii) the weighted-average cost of capital ("WACC"). Significant increases (decreases) in EBITDA
multiple inputs in isolation would result in a significantly higher (lower) fair value measurement. On the contrary, significant increases (decreases) in WACC inputs in isolation would result in a
significantly lower (higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of Main Street's LMM, Middle Market and Private Loan securities are
(i) risk adjusted discount rates used in the Yield-to-Maturity valuation technique (see "Note B.1.Valuation of the Investment Portfolio") and (ii) the percentage of
expected principal recovery. Significant increases (decreases) in any of these discount rates in isolation would result in a significantly lower (higher) fair value measurement. Significant increases
(decreases) in any of these expected principal recovery percentages in isolation would result in a significantly higher (lower) fair value measurement. However, due to the nature of certain
investments, fair value measurements may be based on other criteria, such as third-party appraisals of collateral and fair values as determined by independent third parties, which are not presented in
the tables below.

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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

The
following tables provide a summary of the significant unobservable inputs used to fair value Main Street's Level 3 portfolio investments as of June 30, 2020 and
December 31, 2019:



Type of Investment

Fair Value
as of
June 30, 2020
(in thousands)

Valuation Technique

Significant Unobservable Inputs

Range(3)

Weighted Average(3)

Median(3)Equity investments

$
774,139

Discounted cash flow

WACC

9.5% - 21.0%


14.0%


14.8%Market comparable / Enterprise Value

EBITDA multiple(1)

4.7x - 8.5x(2)


7.0x


6.2xDebt investments

$
1,187,188

Discounted cash flow

Risk adjusted discount factor

7.6% - 19.0%(2)


12.0%


11.8%Expected principal recovery percentage

0.0% - 100.0%


99.3%


100.0%Debt investments

$
458,226

Market approach

Third-party quote

29.3 - 99.8


87.1


90.0​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total Level 3 investments

$
2,419,553


(1)EBITDA
may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.(2)Range
excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 4.0x - 15.0x
and the range for risk adjusted discount factor is 5.3% - 42.5%.(3)Does
not include investments for which the valuation technique does not include the use of the applicable fair value input.






Type of Investment

Fair Value
as of
December 31, 2019
(in thousands)

Valuation Technique

Significant Unobservable Inputs

Range(3)

Weighted
Average(3)

Median(3)Equity investments

$
819,749

Discounted cash flow

WACC

9.6% -2 0.3%


13.6%


14.2%Market comparable / Enterprise Value

EBITDA multiple(1)

4.9x - 8.5x(2)


7.2x


6.4xDebt investments

$
1,212,741

Discounted cash flow

Risk adjusted discount factor

5.9% - 16.5%(2)


10.4%


10.0%Expected principal recovery percentage

1.4% - 100.0%


99.3%


100.0%Debt investments

$
569,834

Market approach

Third-party quote

28.1 - 101.0


94.7


98.0​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total Level 3 investments

$
2,602,324


(1)EBITDA
may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.(2)Range
excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 4.5x - 15.0x
and the range for risk adjusted discount factor is 4.6% - 38.0%.(3)Does
not include investments for which the valuation technique does not include the use of the applicable fair value input.


72

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

The
following tables provide a summary of changes in fair value of Main Street's Level 3 portfolio investments for the six-month periods ended June 30, 2020 and 2019
(amounts in thousands):



Type of Investment

Fair Value
as of
December 31,
2019

Transfers
Into Level 3
Hierarchy

Redemptions/
Repayments

New
Investments

Net Changes
from
Unrealized
to Realized

Net
Unrealized
Appreciation
(Depreciation)

Other(1)

Fair Value
as of
June 30,
2020Debt

$
1,782,575

$


$
(256,050
)
$
225,646

$
29,876

$
(124,365
)
$
(12,268
)
$
1,645,414Equity

$
809,538

$


$
(21,380
)
$
45,061

$
(1,112
)
$
(80,261
)
$
12,268

$
764,114Equity Warrant

$
10,211

$


$
(1,096
)
$


$
1,096

$
(186
)
$


$
10,025​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​$
2,602,324

$


$
(278,526
)
$
270,707

$
29,860

$
(204,812
)
$


$
2,419,553​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


(1)Includes
the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information at the consolidated
statements of cash flows.






Type of Investment

Fair Value
as of
December 31,
2018

Transfers
Into Level 3
Hierarchy

Redemptions/
Repayments

New
Investments

Net Changes
from
Unrealized
to Realized

Net
Unrealized
Appreciation
(Depreciation)

Other(1)

Fair Value
as of
June 30,
2019Debt

$
1,686,753

$


$
(235,999
)
$
254,123

$
15,063

$
(8,776
)
$
(8,860
)
$
1,702,304Equity


755,710





(11,298
)

24,058


(5,869
)

23,362


10,667


796,630Equity Warrant


11,446





1,217





(1,090
)

(271
)

(1,807
)

9,495​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​$
2,453,909

$


$
(246,080
)
$
278,181

$
8,104

$
14,315

$


$
2,508,429​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


(1)Includes
the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information at the consolidated
statements of cash flows.


As
of December 31, 2019, the fair value determination for the SBIC debentures recorded at fair value primarily consisted of unobservable inputs. As a result, the SBIC debentures
which were recorded at fair value were categorized as Level 3. Main Street determined the fair value of these instruments primarily using a Yield-to-Maturity approach that analyzed the
discounted cash flows of interest and principal for each SBIC debenture recorded at fair value based on estimated market interest rates for debt instruments of similar structure, terms, and maturity.
Main Street's estimate of the expected repayment date of principal for each SBIC debenture recorded at fair value was the legal maturity date of the instrument. The significant unobservable inputs
used in the fair value measurement of Main Street's SBIC debentures recorded at fair value were the estimated market interest rates used to fair value each debenture using the yield valuation
technique described above. As of June 30, 2020, all of the SBIC debentures previously accounted for on a fair value basis have been repaid.

The
following tables provide a summary of changes for the Level 3 SBIC debentures recorded at fair value for the six-month periods ended June 30, 2020 and 2019 (amounts in
thousands):



Type of Instrument

Fair Value
as of
December 31, 2019

Repayments

Net
Realized
Loss

New SBIC
Debentures

Net
Unrealized
(Appreciation)
Depreciation

Fair Value
as of
June 30, 2020SBIC debentures at fair value

$
21,927

$
(22,000
)
$
533

$


$
(460
)
$
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​






Type of Instrument

Fair Value
as of
December 31, 2018

Repayments

Net
Realized
Loss

New SBIC
Debentures

Net
Unrealized
(Appreciation)
Depreciation

Fair Value
as of
June 30, 2019SBIC debentures at fair value

$
44,688

$
(24,000
)
$
5,689

$


$
(4,945
)
$
21,432​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


73

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

The following tables provide a summary of the significant unobservable inputs used to fair value Main Street's Level 3 SBIC debentures as of
December 31, 2019 (amounts in thousands):



Type of Instrument

Fair Value
as of
December 31, 2019

Valuation Technique

Significant Unobservable Inputs

Range

Weighted
AverageSBIC debentures

$
21,927

Discounted cash flow

Estimated market interest rates

3.2% - 3.5%


3.2%


At
June 30, 2020 and December 31, 2019, Main Street's investments and SBIC debentures at fair value were categorized as follows in the fair value hierarchy for ASC 820
purposes:



Fair Value Measurements(in thousands)At June 30, 2020

Fair Value

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable Inputs
(Level 3)LMM portfolio investments

$
1,188,005

$


$


$
1,188,005Middle Market portfolio investments


410,502








410,502Private Loan portfolio investments


653,824








653,824Other Portfolio investments


98,142








98,142External Investment Manager


69,080








69,080​
​
​
​
​
​
​
​
​
​
​
​
​
​Total investments

$
2,419,553

$


$


$
2,419,553​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​






Fair Value Measurements(in thousands)At December 31, 2019

Fair Value

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable Inputs
(Level 3)LMM portfolio investments

$
1,206,865

$


$


$
1,206,865Middle Market portfolio investments


522,083








522,083Private Loan portfolio investments


692,117








692,117Other Portfolio investments


106,739








106,739External Investment Manager


74,520








74,520​
​
​
​
​
​
​
​
​
​
​
​
​
​Total investments

$
2,602,324

$


$


$
2,602,324​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​SBIC debentures at fair value

$
21,927

$


$


$
21,927​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​


Investment Portfolio Composition

Main Street's LMM portfolio investments primarily consist of secured debt, equity warrants and direct equity investments in privately held, LMM
companies based in the United States. Main Street's LMM portfolio companies generally have annual revenues between $10 million and $150 million, and its LMM investments generally range
in size from $5 million to $50 million. The LMM debt investments are typically secured by either a first or second priority lien on the assets of the portfolio company, can include
either fixed or floating rate terms and generally have a term of between five and

74

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

seven
years from the original investment date. In most LMM portfolio investments, Main Street receives nominally priced equity warrants and/or makes direct equity investments in connection with a debt
investment.

Main
Street's Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of interest-bearing debt securities in privately held companies based
in the United States that are generally larger in size than the companies included in Main Street's LMM portfolio. Main Street's Middle Market portfolio companies generally have annual revenues
between $150 million and $1.5 billion, and its Middle Market investments generally range in size from $3 million to $20 million. Main Street's Middle Market portfolio debt
investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original
investment date.

Main
Street's Private Loan portfolio investments are primarily debt securities in privately held companies which have been originated through strategic relationships with other
investment funds on a collaborative basis, and are often referred to in the debt markets as "club deals." Private Loan investments are typically similar in size, structure, terms and conditions to
investments Main Street holds in its LMM portfolio and Middle Market portfolio. Main Street's Private Loan portfolio debt investments are generally secured by either a first or second priority lien on
the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

Main
Street's Other Portfolio investments primarily consist of investments which are not consistent with the typical profiles for LMM, Middle Market and Private Loan portfolio
investments, including investments which may be managed by third parties. In the Other Portfolio, Main Street may incur indirect fees and expenses in connection with investments managed by third
parties, such as investments
in other investment companies or private funds. For Other Portfolio investments, Main Street generally receives distributions related to the assets held by the portfolio company. Those assets are
typically expected to be liquidated over a five to ten-year period.

Main
Street's external asset management business is conducted through its External Investment Manager. The External Investment Manager earns management fees based on the assets of the
funds under management and may earn incentive fees, or a carried interest, based on the performance of the funds managed. Main Street entered into an agreement with the External Investment Manager to
share employees in connection with its asset management business generally, and specifically for its relationship with HMS Income Fund, Inc. ("HMS Income"). Through this agreement, Main Street
shares employees with the External Investment Manager, including their related infrastructure, business relationships, management expertise and capital raising capabilities. Main Street allocates the
related expenses to the External Investment Manager pursuant to the sharing agreement. Main Street's total expenses for the three months ended June 30, 2020 and 2019 are net of expenses
allocated to the External Investment Manager of $1.8 million and $1.7 million, respectively. Main Street's total expenses for each of the six months ended June 30, 2020 and 2019
are net of expenses allocated to the External Investment Manager of $3.4 million.

Investment
income, consisting of interest, dividends and fees, can fluctuate dramatically due to various factors, including the level of new investment activity, repayments of debt
investments or sales of equity interests. Investment income in any given year could also be highly concentrated among several portfolio companies. For the three and six months ended June 30,
2020 and 2019, Main Street did not record investment income from any single portfolio company in excess of 10% of total investment income.

75

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

The
following tables provide a summary of Main Street's investments in the LMM, Middle Market and Private Loan portfolios as of June 30, 2020 and December 31, 2019 (this
information excludes the Other Portfolio investments and the External Investment Manager which are discussed further below):



As of June 30, 2020LMM(a)

Middle Market

Private Loan(dollars in millions)Number of portfolio companies


69


44


64Fair value

$
1,188.0

$
410.5

$
653.8Cost

$
1,032.3

$
516.5

$
750.7% of portfolio at costdebt


65.5%


94.1%


93.1%% of portfolio at costequity


34.5%


5.9%


6.9%% of debt investments at cost secured by first priority lien


98.2%


92.1%


95.3%Weighted-average annual effective yield(b)


11.6%


7.7%


8.7%Average EBITDA(c)

$
5.3

$
78.1

$
51.8


(a)At
June 30, 2020, Main Street had equity ownership in approximately 99% of its LMM portfolio companies, and the average fully diluted equity ownership in
those portfolio companies was approximately 41%.(b)The
weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of June 30, 2020, including
amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual
status. The weighted-average annual effective yield is higher than what an investor in shares of Main Street's common stock will realize on its investment because it does not reflect Main Street's
expenses or any sales load paid by an investor.(c)The
average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Middle Market and Private Loan portfolios. These
calculations exclude certain portfolio companies, including two LMM portfolio companies, two Middle Market portfolio companies and four Private Loan portfolio companies, as EBITDA is not a meaningful
valuation metric for Main Street's investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.




As of December 31, 2019LMM(a)

Middle Market

Private Loan(dollars in millions)Number of portfolio companies


69


51


65Fair value

$
1,206.9

$
522.1

$
692.1Cost

$
1,002.2

$
572.3

$
734.8% of portfolio at costdebt


65.9%


94.8%


94.6%% of portfolio at costequity


34.1%


5.2%


5.4%% of debt investments at cost secured by first priority lien


98.1%


91.3%


95.4%Weighted-average annual effective yield(b)


11.8%


8.6%


9.5%Average EBITDA(c)

$
5.1

$
85.0

$
57.8


(a)At
December 31, 2019, Main Street had equity ownership in approximately 99% of its LMM portfolio companies, and the average fully diluted equity ownership in
those portfolio companies was approximately 42%.


76

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(b)The
weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2019,
including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on
non-accrual status. The weighted-average annual effective yield is higher than what an investor in shares of Main Street's common stock will realize on its investment because it does not reflect Main
Street's expenses or any sales load paid by an investor.(c)The
average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Middle Market and Private Loan portfolios. These
calculations exclude certain portfolio companies, including three LMM portfolio companies, two Middle Market portfolio companies and three Private Loan portfolio companies, as EBITDA is not a
meaningful valuation metric for Main Street's investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.


As
of June 30, 2020, Main Street had Other Portfolio investments in twelve companies, collectively totaling approximately $98.1 million in fair value and approximately
$126.4 million in cost basis and which comprised approximately 4.1% of Main Street's Investment Portfolio at fair value. As of December 31, 2019, Main Street had Other Portfolio
investments in eleven companies, collectively totaling approximately $106.7 million in fair value and approximately $118.4 million in cost basis and which comprised approximately 4.1% of
Main Street's Investment Portfolio at fair value.

As
discussed further in Note A.1., Main Street holds an investment in the External Investment Manager, a wholly owned subsidiary that is treated as a portfolio investment. As of
June 30, 2020, there was no cost basis in this investment and the investment had a fair value of approximately $69.1 million, which comprised approximately 2.9% of Main Street's
Investment Portfolio at fair value. As of December 31, 2019, there was no cost basis in this investment and the investment had a fair value of approximately $74.5 million, which
comprised approximately 2.9% of Main Street's Investment Portfolio at fair value.

The
following tables summarize the composition of Main Street's total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at
cost and fair value by type of investment as a percentage of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments, as of
June 30, 2020 and December 31, 2019 (this information excludes the Other Portfolio investments and the External Investment Manager).



Cost:

June 30, 2020

December 31, 2019First lien debt


77.4%


78.2%Equity


18.5%


17.2%Second lien debt


3.1%


3.5%Equity warrants


0.5%


0.6%Other


0.5%


0.5%​
​
​
​
​
​
​
​100.0%


100.0%​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​


77

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)





Fair Value:

June 30, 2020

December 31, 2019First lien debt


69.8%


70.1%Equity


26.5%


26.0%Second lien debt


2.8%


3.0%Equity warrants


0.4%


0.4%Other


0.5%


0.5%​
​
​
​
​
​
​
​100.0%


100.0%​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​


The
following tables summarize the composition of Main Street's total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments by
geographic region of the United States and other countries at cost and fair value as a percentage of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan
portfolio investments, as of June 30, 2020 and December 31, 2019 (this information excludes the Other Portfolio investments and the External Investment Manager). The geographic
composition is determined by the location of the corporate headquarters of the portfolio company.



Cost:

June 30, 2020

December 31, 2019Southwest


25.9%


25.0%West


21.5%


24.6%Midwest


19.6%


20.6%Northeast


18.2%


14.8%Southeast


13.1%


13.2%Canada


1.2%


1.2%Other Non-United States


0.5%


0.6%​
​
​
​
​
​
​
​100.0%


100.0%​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​






Fair Value:

June 30, 2020

December 31, 2019Southwest


26.6%


26.7%West


22.2%


25.1%Midwest


19.6%


20.6%Northeast


18.2%


14.4%Southeast


11.8%


11.6%Canada


1.1%


1.1%Other Non-United States


0.5%


0.5%​
​
​
​
​
​
​
​100.0%


100.0%​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​


Main
Street's LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments are in companies conducting business in a variety of industries. The
following tables summarize the composition of Main Street's total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments by industry at cost and
fair value

78

---



Table of Contents

MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

as
of June 30, 2020 and December 31, 2019 (this information excludes the Other Portfolio investments and the External Investment Manager).



Cost:

June 30, 2020

December 31, 2019Machinery


7.5%


7.7%Commercial Services & Supplies


5.3%


6.1%Aerospace & Defense


5.1%


4.9%Energy Equipment & Services


5.0%


5.4%Professional Services


5.0%


2.9%Health Care Providers & Services


4.8%


4.5%Construction & Engineering


4.7%


5.4%Internet Software & Services


4.3%


4.1%Media


4.1%


5.3%IT Services


4.0%


4.6%Diversified Telecommunication Services


3.9%


3.9%Leisure Equipment & Products


3.9%


3.8%Hotels, Restaurants & Leisure


3.8%


3.7%Software


3.5%


2.4%Electronic Equipment, Instruments & Components


3.4%


3.5%Communications Equipment


3.4%


3.1%Oil, Gas & Consumable Fuels


3.3%


3.6%Specialty Retail


3.0%


3.1%Food Products


2.9%


3.0%Distributors


2.5%


1.1%Diversified Financial Services


1.9%


1.9%Containers & Packaging


1.7%


1.7%Computers & Peripherals


1.5%


2.3%Trading Companies & Distributors


1.3%


0.0%Diversified Consumer Services


1.1%


0.4%Transportation Infrastructure


1.1%


1.0%Food & Staples Retailing


1.1%


1.0%Chemicals


1.0%


1.0%Internet & Catalog Retail


1.0%


0.9%Building Products


0.9%


1.3%Construction Materials


0.4%


1.0%Road & Rail


0.4%


1.4%Other(1)


3.2%


4.0%​
​
​
​
​
​
​
​100.0%


100.0%​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​


(1)Includes
various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Middle Market portfolio investments and
Private Loan portfolio investments at each date.


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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)



Fair Value:

June 30, 2020

December 31, 2019Machinery


9.8%


9.9%Construction & Engineering


5.2%


5.6%Aerospace & Defense


5.1%


4.7%Commercial Services & Supplies


4.6%


5.5%Health Care Providers & Services


4.5%


4.3%IT Services


3.9%


4.8%Energy Equipment & Services


3.9%


4.9%Software


3.9%


2.7%Internet Software & Services


3.8%


3.8%Media


3.8%


4.7%Professional Services


3.8%


2.2%Leisure Equipment & Products


3.5%


3.5%Specialty Retail


3.3%


3.4%Diversified Telecommunication Services


3.3%


3.3%Computers & Peripherals


3.2%


3.8%Diversified Consumer Services


3.1%


2.2%Oil, Gas & Consumable Fuels


2.9%


3.2%Communications Equipment


2.9%


2.7%Electronic Equipment, Instruments & Components


2.7%


2.7%Hotels, Restaurants & Leisure


2.6%


3.3%Food Products


2.6%


2.7%Distributors


2.4%


1.0%Diversified Financial Services


2.2%


2.1%Containers & Packaging


1.9%


1.7%Trading Companies & Distributors


1.2%


0.0%Construction Materials


1.1%


1.5%Transportation Infrastructure


1.1%


1.0%Food & Staples Retailing


1.1%


1.0%Building Products


1.0%


1.2%Air Freight & Logistics


1.0%


0.8%Chemicals


1.0%


0.9%Road & Rail


0.6%


1.5%Other(1)


3.0%


3.4%​
​
​
​
​
​
​
​100.0%


100.0%​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​


(1)Includes
various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Middle Market portfolio investments and
Private Loan portfolio investments at each date.


At
June 30, 2020 and December 31, 2019, Main Street had no portfolio investment that was greater than 10% of the Investment Portfolio at fair value.

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Unconsolidated Significant Subsidiaries

In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, Main Street must determine which of its unconsolidated controlled
portfolio companies, if any, are considered "significant subsidiaries." On May 20, 2020, the SEC published in Release No. 33-10786,Amendments to Financial
Disclosures about Acquired and Disposed Businesses, amendments to Rule 1-02(w)(2) of Regulation S-X used in the determination of a significant subsidiary specific
to investment companies, including BDCs. The amendments become effective on January 1, 2021, but the SEC allowed for early application. Main Street elected to apply these revisions effective
June 30, 2020. In evaluating its unconsolidated controlled portfolio companies in accordance with the revised rules, there are two tests that Main Street must utilize to determine if any of
Main Street's Control Investments (as defined in Note A, including those unconsolidated portfolio companies defined as Control Investments in which Main Street does not own greater than 50% of
the voting securities or maintain greater than 50% of the board representation) are considered significant subsidiaries: the investment test and the income test. The investment test is generally
measured by dividing Main Street's investment in the Control Investment by the value of Main Street's total assets. The income test is measured by dividing the absolute value of the combined total of
total investment income, net realized gain (loss) and net unrealized appreciation (depreciation) from the relevant Control Investment for the period being tested by the absolute value of Main Street's
change in net assets resulting from operations for the same period. Rules 3-09 and 4-08(g) of Regulation S-X, as interpreted by the SEC, require Main Street to include
(1) separate audited financial statements of an unconsolidated majority-owned subsidiary (Control Investments in which Main Street owns greater than 50% of the voting securities) in an annual
report and (2) summarized financial information of a Control Investment in a quarterly report, respectively, if certain thresholds of the investment or income tests are exceeded and the
unconsolidated portfolio company qualifies as a significant subsidiary.

As
of June 30, 2020 and December 31, 2019, Main Street had no single investment that qualified as a significant subsidiary under either the investment or income tests.

NOTE DEXTERNAL INVESTMENT MANAGER

As discussed further in Note A.1., the External Investment Manager provides investment management and other services to External Parties. The External Investment Manager is
accounted for as a portfolio investment of MSCC since the External Investment Manager conducts all of its investment management activities for External Parties.

During
May 2012, Main Street entered into an investment sub-advisory agreement with HMS Adviser, LP ("HMS Adviser"), which is the investment advisor to HMS Income, a non-listed
BDC, to provide certain investment advisory services to HMS Adviser. In December 2013, after obtaining required no-action relief from the SEC to allow it to own a registered investment adviser, Main
Street assigned the sub-advisory agreement to the External Investment Manager since the fees received from such arrangement could otherwise have negative consequences on MSCC's ability to meet the
source-of-income requirement necessary for it to maintain its RIC tax treatment. Under the investment sub-advisory agreement, the External Investment Manager is entitled to 50% of the base management
fee and the incentive fees earned by HMS Adviser under its advisory agreement with HMS Income. During the three months ended June 30, 2020 and 2019, the External Investment Manager earned
$2.3 million and $4.1 million, respectively, in base management fee income. No incentive fee income was earned in the three months ended June 30, 2020 compared to
$1.3 million earned in the three

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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

NOTE DEXTERNAL INVESTMENT MANAGER (Continued)

months
ended June 30, 2019. During the six months ended June 30, 2020, the External Investment Manager earned $4.8 million in base management fee income and no incentive fees
compared to
$5.7 million of base management fees and $1.4 million in incentive fees for the comparable period in 2019 under the sub-advisory agreement with HMS Adviser.

The
investment in the External Investment Manager is accounted for using fair value accounting, with the fair value determined by Main Street and approved, in good faith, by Main
Street's Board of Directors. Main Street determines the fair value of the External Investment Manager using the Waterfall valuation method under the market approach (see further discussion in
Note B.1.). Any change in fair value of the investment in the External Investment Manager is recognized on Main Street's consolidated statements of operations in "Net Unrealized Appreciation
(Depreciation)Control investments."

The
External Investment Manager is an indirect wholly owned subsidiary of MSCC owned through a Taxable Subsidiary and is a disregarded entity for tax purposes. The External Investment
Manager has entered into a tax sharing agreement with its Taxable Subsidiary owner. Since the External Investment Manager is accounted for as a portfolio investment of MSCC and is not included as a
consolidated subsidiary of MSCC in MSCC's consolidated financial statements, and as a result of the tax sharing agreement with its Taxable Subsidiary owner, for financial reporting purposes the
External Investment Manager is treated as if it is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. Main
Street owns the External Investment Manager through the Taxable Subsidiary to allow MSCC to continue to comply with the "source-of-income" requirements contained in the RIC tax provisions of the Code.
The taxable income, or loss, of the External Investment Manager may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. As a result of the
above described financial reporting and tax treatment, the External Investment Manager provides for any income tax expense, or benefit, and any tax assets or liabilities in its separate financial
statements.

Main
Street shares employees with the External Investment Manager and allocates costs related to such shared employees to the External Investment Manager generally based on a combination
of the direct time spent, new investment origination activity and assets under management, depending on the nature of the expense. For the three months ended June 30, 2020 and 2019, Main Street
allocated $1.8 million and $1.7 million of total expenses, respectively, to the External Investment Manager. For each of the six months ended June 30, 2020 and 2019, Main Street
allocated $3.4 million of total expenses to the External Investment Manager. The total contribution of the External Investment Manager to Main Street's net investment income consists of the
combination of the expenses allocated to the External Investment Manager and the dividend income earned from the External Investment Manager. For the three months ended June 30, 2020 and 2019,
the total contribution to Main Street's net investment income was $2.2 million and $3.6 million, respectively. For the six months ended June 30, 2020, and 2019, the total
contribution to Main Street's net investment income was $4.5 million and $6.2 million, respectively.

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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Summarized financial information from the separate financial statements of the External Investment Manager as of June 30, 2020 and December 31, 2019
and for the three and six months ended June 30, 2020 and 2019 is as follows:



As of
June 30,
2020

As of
December 31,
2019(dollars in thousands)Cash

$


$
Accounts receivableHMS Income


4,836


2,708​
​
​
​
​
​
​
​Total assets

$
4,836

$
2,708​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​Accounts payable to MSCC and its subsidiaries

$
3,780

$
1,592Dividend payable to MSCC and its subsidiaries


1,056


1,116Equity





​
​
​
​
​
​
​
​Total liabilities and equity

$
4,836

$
2,708​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​






Three Months Ended June 30,

Six Months Ended June 30,2020

2019

2020

2019(dollars in thousands)Management fee income

$
2,323

$
2,800

$
4,822

$
5,677Incentive fees





1,294





1,374​
​
​
​
​
​
​
​
​
​
​
​
​
​Total revenues


2,323


4,094


4,822


7,051Expenses allocated from MSCC or its subsidiaries:Salaries, share-based compensation and other personnel costs


(1,127
)

(1,121
)

(2,187
)

(2,176
)Other G&A expenses


(677
)

(586
)

(1,261
)

(1,174
)​
​
​
​
​
​
​
​
​
​
​
​
​
​Total allocated expenses


(1,804
)

(1,707
)

(3,448
)

(3,350
)Other direct G&A expenses











​
​
​
​
​
​
​
​
​
​
​
​
​
​Total expenses


(1,804
)

(1,707
)

(3,448
)

(3,350
)Pre-tax income


519


2,387


1,374


3,701Tax expense


(123
)

(526
)

(318
)

(820
)​
​
​
​
​
​
​
​
​
​
​
​
​
​Net income

$
396

$
1,861

$
1,056

$
2,881​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​


NOTE EDEBT

SBIC Debentures

Under existing SBIC regulations, SBA-approved SBICs under common control have the ability to issue debentures guaranteed by the SBA up to a
regulatory maximum amount of $350.0 million. Main Street's SBIC debentures payable, under existing SBA-approved commitments, were $314.8 million and $311.8 million at
June 30, 2020 and December 31, 2019, respectively. SBIC debentures provide for interest to be paid semiannually, with principal due at the applicable 10-year maturity date of each
debenture. During the six months ended June 30, 2020, Main Street issued $25.0 million of SBIC debentures and opportunistically prepaid the remaining $22.0 million of existing MSC
II SBIC debentures. As a result of this prepayment, Main Street recognized a realized loss of $0.5 million, due

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

primarily
to the write-off of the related unamortized deferred financing costs. Main Street expects to issue new SBIC debentures under the SBIC program in the future in an amount up to the regulatory
maximum amount for affiliated SBIC funds. The weighted-average annual interest rate on the SBIC debentures was 3.5% and 3.6% as of June 30, 2020 and December 31, 2019, respectively. The
first principal maturity due under the existing SBIC debentures is in 2020, and the weighted-average remaining duration as of June 30, 2020 was approximately 5.3 years. For the three
months ended June 30, 2020 and 2019, Main Street recognized interest expense, including the amortization of upfront leverage and other miscellaneous fees, attributable to the SBIC debentures of
$3.0 million and $3.2 million, respectively. For the six months ended June 30, 2020 and 2019, Main Street recognized interest expense, including the amortization of upfront
leverage and other miscellaneous fees, attributable to the SBIC debentures of $6.0 million and $6.5 million, respectively. In accordance with SBIC regulations, the Funds are precluded
from incurring additional non-SBIC debt without the prior approval of the SBA.

As
of June 30, 2020, the recorded value of the SBIC debentures was $308.8 million, which consisted of (i) $139.8 million par value of SBIC debentures
outstanding issued by MSMF, with a recorded value of $138.4 million that was net of unamortized debt issuance costs of $1.4 million and (ii) $175.0 million par value of
SBIC debentures issued by MSC III with a recorded value of $170.4 million that was net of unamortized debt issuance costs of $4.6 million. As of June 30, 2020, if Main Street had
adopted the fair value option under ASC 825 for its SBIC debentures, Main Street estimates the fair value of its SBIC debentures would be approximately $290.1 million, or $24.7 million
less than the $314.8 million face value of the SBIC debentures.

Credit Facility

Main Street maintains the Credit Facility to provide additional liquidity to support its investment and operational activities. The Credit
Facility includes total commitments of $740.0 million from a diversified group of 18 lenders. The Credit Facility matures in September 2023 and contains an accordion feature which allows Main
Street to increase the total commitments under the facility to up to $800.0 million from new and existing lenders on the same terms and conditions as the existing commitments.

Borrowings
under the Credit Facility bear interest, subject to Main Street's election and resetting on a monthly basis on the first of each month, on a per annum basis at a rate equal to
the applicable LIBOR rate (0.2% as of June 30, 2020) plus (i) 1.875% (or the applicable base rate (Prime Rate of 3.25% as of June 30, 2020) plus 0.875%) as long as Main Street
meets certain agreed upon excess collateral and maximum leverage requirements or (ii) 2.0% (or the applicable base rate plus 1.0%)
otherwise. Main Street pays unused commitment fees of 0.25% per annum on the unused lender commitments under the Credit Facility. The Credit Facility is secured by a first lien on the assets of MSCC
and its subsidiaries, excluding the equity ownership or assets of the Funds and the External Investment Manager. The Credit Facility contains certain affirmative and negative covenants, including but
not limited to: (i) maintaining a minimum availability of at least 10% of the borrowing base, (ii) maintaining an interest coverage ratio of at least 2.0 to 1.0, (iii) maintaining
an asset coverage ratio (tangible net worth to Credit Facility borrowings) of at least 1.5 to 1.0 and (iv) maintaining a minimum tangible net worth. The Credit Facility is provided on a
revolving basis through its final maturity date in September 2023, and contains two, one-year extension options which could extend the final maturity by up to two years, subject to certain conditions,
including lender approval.

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

At
June 30, 2020, Main Street had $315.0 million in borrowings outstanding under the Credit Facility. As of June 30, 2020, if Main Street had adopted the fair value
option under ASC 825 for its Credit Facility, Main Street estimates its fair value would approximate its recorded value. Main Street recognized interest expense related to the Credit Facility,
including unused commitment fees and amortization of deferred issuance costs, of $2.4 million and $2.2 million for the three months ended June 30, 2020 and 2019, respectively, and
$5.4 million and $6.4 million for the six months ended June 30, 2020 and 2019, respectively. As of June 30, 2020, the interest rate on the Credit Facility was 2.0% (based
on the LIBOR rate of 0.2% as of the most recent reset date plus 1.875%). The average interest rate for borrowings under the Credit Facility was 2.4% and 4.4% for the three months ended June 30,
2020 and 2019, respectively, and 3.0% and 4.4%, for the six months ended June, 2020 and 2019, respectively. As of June 30, 2020, Main Street was in compliance with all financial covenants of
the Credit Facility.

4.50% Notes due 2019

In November 2014, Main Street issued $175.0 million in aggregate principal amount of 4.50% unsecured notes due 2019 (the "4.50% Notes due
2019") at an issue price of 99.53%. The 4.50% Notes due 2019 bore interest at a rate of 4.50% per year payable semiannually on June 1 and December 1 of each year. On December 2,
2019, Main Street repaid the entire principal amount of the issued and outstanding 4.50% Notes due 2019, effective December 1, 2019 (the "Maturity Date"), at par value plus the accrued and
unpaid interest thereon from June 1, 2019 through the Maturity Date. Main Street recognized no interest expense related to the 4.50% Notes due 2019, including amortization of unamortized
deferred issuance costs, for the three and six months ended June 30, 2020 and $2.1 million and $4.3 million for the three and six months ended June 30, 2019, respectively.

4.50% Notes due 2022

In November 2017, Main Street issued $185.0 million in aggregate principal amount of 4.50% unsecured notes due December 1, 2022
(the "4.50% Notes due 2022") at an issue price of 99.16%. The 4.50% Notes due 2022 are unsecured obligations and rank pari passu with Main Street's current and future unsecured indebtedness; senior to
any of its future indebtedness that expressly provides it is subordinated to the 4.50% Notes due 2022; effectively subordinated to all of its existing and future secured indebtedness, to the extent of
the value of the assets securing such indebtedness, including borrowings under its Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any
of its subsidiaries, including without limitation, the indebtedness of the Funds. The 4.50% Notes due 2022 may be redeemed in whole or in part at any time at Main Street's option subject to certain
make-whole provisions. The 4.50% Notes due 2022 bear interest at a rate of 4.50% per year payable semiannually on June 1 and December 1 of each year. The total net proceeds from the
4.50% Notes due 2022, resulting from the issue price and after underwriting discounts and estimated offering expenses payable, were approximately $182.2 million. Main Street may from time to
time repurchase the 4.50% Notes due 2022 in accordance with the 1940 Act and the rules promulgated thereunder. As of June 30, 2020, the outstanding balance of the 4.50% Notes due 2022 was
$185.0 million and the recorded value of $183.5 million was net of unamortized debt issuance costs of $1.5 million. As of June 30, 2020, if Main Street had adopted the fair
value option under ASC 825 for the 4.50% Notes due 2022, Main Street estimates its fair value would be approximately $187.1 million. Main Street recognized interest expense related to the 4.50%
Notes due 2022, including amortization of unamortized deferred issuance costs, of $2.2 million for each of the

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Table of Contents

MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

three
months ended June 30, 2020 and 2019 and $4.5 million for each of the six months ended June 30, 2020 and 2019.

The
indenture governing the 4.50% Notes due 2022 (the "4.50% Notes due 2022 Indenture") contains certain covenants, including covenants requiring Main Street's compliance with
(regardless of whether Main Street is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants
requiring Main Street to provide financial information to the holders of the 4.50% Notes due 2022 and the Trustee if Main Street ceases to be subject to the reporting requirements of the Exchange Act.
These covenants are subject to limitations and exceptions that are described in the 4.50% Notes due 2022 Indenture. As of June 30, 2020, Main Street was in compliance with these covenants.

5.20% Notes

In April 2019, Main Street issued $250.0 million in aggregate principal amount of 5.20% unsecured notes due May 1, 2024 (the
"5.20% Notes") at an issue price of 99.125%. Subsequently, in December 2019, Main Street issued an additional $75.0 million of the 5.20% Notes at an issue price of 105.0%. The 5.20% Notes
issued in December 2019 have identical terms as, and are a part of a single series with, the 5.20% Notes issued in April 2019. The 5.20% Notes are unsecured obligations and rank pari passu with Main
Street's current and future unsecured indebtedness; senior to any of its future indebtedness that expressly provides it is subordinated to the 5.20% Notes; effectively subordinated to all of its
existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under its Credit Facility; and structurally subordinated to all
existing and future indebtedness and other obligations of any of its subsidiaries, including without limitation, the indebtedness of the Funds. The 5.20% Notes may be redeemed in whole or in part at
any time at Main Street's option subject to certain make-whole provisions. The 5.20% Notes bear interest at a rate of 5.20% per year payable semiannually on May 1 and November 1 of each
year. The total net proceeds from the 5.20% Notes, resulting from the issue price and after underwriting discounts and estimated offering expenses payable, were approximately $324.1 million.
Main Street may from time to time repurchase the 5.20% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of June 30, 2020, the outstanding balance of the 5.20%
Notes was $325.0 million and the recorded value of $324.5 million was net of unamortized debt issuance costs of $0.5 million. As of June 30, 2020, if Main Street had
adopted the fair value option under ASC 825 for the 5.20% Notes, Main Street estimates its fair value would be approximately $332.8 million. Main Street recognized interest expense related to
the 5.20% Notes, including amortization of unamortized deferred issuance costs, of $4.3 million and $2.6 million for the three months ended June 30, 2020 and 2019, respectively,
and $8.5 million and $2.6 million for the six months ended June 30, 2020 and 2019, respectively.

The
indenture governing the 5.20% Notes (the "5.20% Notes Indenture") contains certain covenants, including covenants requiring Main Street's compliance with (regardless of whether Main
Street is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring Main Street to
provide financial information to the holders of the 5.20% Notes and the Trustee if Main Street ceases to be subject to the reporting requirements of the Exchange Act. These covenants are subject to
limitations and exceptions that are described in the 5.20% Notes Indenture. As of June 30, 2020, Main Street was in compliance with these covenants.

86

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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

NOTE FFINANCIAL HIGHLIGHTS



Six Months Ended June 30,Per Share Data:

2020

2019NAV at the beginning of the period

$
23.91

$
24.09Net investment income(1)


1.04


1.27Net realized loss(1)(2)


(0.48
)

(0.22
)Net unrealized appreciation (depreciation)(1)(2)


(2.78
)

0.34Income tax benefit (provision)(1)(2)


0.25


(0.11
)​
​
​
​
​
​
​
​Net increase (decrease) in net assets resulting from operations(1)


(1.97
)

1.28Dividends paid


(1.23
)

(1.44
)Impact of the net change in monthly dividends declared prior to the end of the period and paid in the subsequent period





(0.01
)Accretive effect of stock offerings (issuing shares above NAV per share)


0.17


0.25Accretive effect of DRIP issuance (issuing shares above NAV per share)


0.05


0.05Other(3)


(0.08
)

(0.05
)​
​
​
​
​
​
​
​NAV at the end of the period

$
20.85

$
24.17​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​Market value at the end of the period

$
20.51

$
41.12Shares outstanding at the end of the period


65,763,805


62,925,132


(1)Based
on weighted-average number of common shares outstanding for the period.(2)Net
realized gains or losses, net unrealized appreciation or depreciation, and income taxes can fluctuate significantly from period to period.(3)Includes
the impact of the different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding during
the period and certain per share data based on the shares outstanding as of a period end or transaction date.




Six Months Ended June 30,2020

2019(dollars in thousands)NAV at end of period

$
1,370,944

$
1,521,082Average NAV

$
1,414,501

$
1,506,543Average outstanding debt

$
1,119,229

$
1,025,943Ratio of total expenses, including income tax expense, to average NAV(1)(2)


3.96
%

3.32
%Ratio of operating expenses to average NAV(2)(3)


2.85
%

2.89
%Ratio of operating expenses, excluding interest expense, to average NAV(2)(3)


1.13
%

1.28
%Ratio of net investment income to average NAV(2)


4.80
%

2.36
%Portfolio turnover ratio(2)


9.44
%

9.54
%Total investment return(2)(4)


(24.97
)%

26.15
%Total return based on change in NAV(2)(5)


(8.34
)%

5.40
%


(1)Total
expenses are the sum of operating expenses and net income tax provision/benefit. Net income tax provision/benefit includes the accrual of net deferred tax
provision/benefit relating to the net


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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

unrealized
appreciation/depreciation on portfolio investments held in Taxable Subsidiaries and due to the change in the loss carryforwards, which are non-cash in nature and may vary significantly from
period to period. Main Street is required to include net deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes are not currently payable/receivable. (2)Not
annualized.(3)Unless
otherwise noted, operating expenses include interest, compensation, general and administrative and share-based compensation expenses, net of expenses
allocated to the External Investment Manager.(4)Total
investment return is based on the purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each
period reported on the table and assumes reinvestment of dividends at prices obtained by Main Street's dividend reinvestment plan during the period. The return does not reflect any sales load that may
be paid by an investor.(5)Total
return is based on change in net asset value was calculated using the sum of ending net asset value plus dividends to stockholders and other non-operating
changes during the period, as divided by the beginning net asset value. Non-operating changes include any items that affect net asset value other than the net increase in net assets resulting from
operations, such as the effects of stock offerings, shares issued under the DRIP and equity incentive plans and other miscellaneous items.


NOTE GDIVIDENDS, DISTRIBUTIONS AND TAXABLE INCOME

Main Street paid regular monthly dividends of $0.205 per share for each month of January through June 2020, totaling $39.9 million, or
$0.615 per share, for the three months ended June 30, 2020, and $79.6 million, or $1.230 per share, for the six months ended June 30, 2020 compared to regular monthly dividends of
approximately $37.6 million, or $0.60 per share, for the three months ended June 30, 2019, and $73.7 million, or $1.185 per share, for the six months ended June 30, 2019.
The second quarter 2020 regular monthly dividends represent a 2.5% increase from the regularly monthly dividends paid for the second quarter of 2019. Additionally, Main Street paid a $0.250 per share
semi-annual supplemental dividend, totaling $15.8 million, in June 2019. Total dividends paid for the six months ended June 30, 2020 and 2019 equaled $1.230 and $1.435 per share,
respectively.

MSCC
has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC's taxable income includes the taxable income generated by MSCC and certain of its subsidiaries,
including the Funds, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable
income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its "investment
company taxable income" (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt
income to maintain its RIC status (pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal
excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of
(i) filing of the U.S. federal income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income
was generated.

88

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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

The
determination of the tax attributes for Main Street's distributions is made annually, based upon its taxable income for the full year and distributions paid for the full year.
Therefore, a determination made on an interim basis may not be representative of the actual tax attributes of distributions for a full year. Ordinary dividend distributions from a RIC do not qualify
for the 20% maximum tax rate (plus a 3.8% Medicare surtax, if applicable) on dividend income from domestic corporations and qualified foreign corporations, except to the extent that the RIC received
the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations. The tax attributes for distributions will generally include both ordinary income and
qualified dividends, but may also include either one or both of capital gains and return of capital.

Listed
below is a reconciliation of "Net increase (decrease) in net assets resulting from operations" to taxable income and to total distributions declared to common stockholders for the
six months ended June 30, 2020 and 2019.



Six months ended
June 30,2020

2019(estimated, dollars
in thousands)Net increase (decrease) in net assets resulting from operations

$
(128,068
)
$
79,655Book-tax difference from share-based compensation expense


322


(4,263
)Net unrealized (appreciation) depreciation


180,684


(21,026
)Income tax provision (benefit)


(15,760
)

6,502Pre-tax book income not consolidated for tax purposes


(952
)

(13,294
)Book income and tax income differences, including debt origination, structuring fees, dividends, realized gains and changes in estimates


36,651


28,630​
​
​
​
​
​
​
​Estimated taxable income(1)


72,877


76,204Taxable income earned in prior year and carried forward for distribution in current year


29,107


41,489Taxable income earned prior to period end and carried forward for distribution next period


(35,573
)

(40,221
)Dividend payable as of period end and paid in the following period


13,474


12,900​
​
​
​
​
​
​
​Total distributions accrued or paid to common stockholders

$
79,885

$
90,372​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​


(1)Main
Street's taxable income for each period is an estimate and will not be finally determined until the company files its tax return for each year. Therefore, the
final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate.


The
Taxable Subsidiaries primarily hold certain portfolio investments for Main Street. The Taxable Subsidiaries permit Main Street to hold equity investments in portfolio companies which
are "pass-through" entities for tax purposes and to continue to comply with the "source-of-income" requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are
consolidated with Main Street for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in Main Street's consolidated financial

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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

statements
as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax
assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to
temporary book and tax timing differences and permanent differences. The Taxable Subsidiaries are each taxed at their normal corporate tax rates based on their taxable income. The income tax expense,
or benefit, if any, and the related tax assets and liabilities, of the Taxable Subsidiaries are reflected in Main Street's consolidated financial statements.

The
income tax provision (benefit) for Main Street is generally composed of (i) deferred tax expense (benefit), which is primarily the result of the net activity relating to the
portfolio investments held in the Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation or depreciation and other temporary book tax differences, and
(ii) current tax expense, which is primarily the result of current U.S. federal income and state taxes and excise taxes on Main Street's estimated undistributed taxable income. For the three
months ended June 30, 2020, Main Street recognized a net income tax benefit of $7.5 million, principally consisting of a deferred tax benefit of $8.0 million, partially offset by
a $0.6 million current tax provision, which is primarily related to a $0.4 million provision for current U.S. federal income and state taxes, as well as a $0.2 million provision
for excise taxes. For the six months ended June 30, 2020, Main Street recognized a net income tax benefit of $15.8 million, principally consisting of a deferred tax benefit of
$16.0 million, partially offset by a $0.3 million current tax expense, which is primarily related to a $0.7 million provision for excise taxes, partially offset by a
$0.4 million benefit for current U.S. federal income and state taxes. For the three months ended June 30, 2019, Main Street recognized a net income tax provision of $3.4 million,
principally consisting of a deferred tax provision of $2.5 million and a $0.9 million current tax expense, which is primarily related to current U.S. federal income and state taxes. For
the six months ended June 30, 2019, Main Street recognized a net income tax provision of $6.5 million, principally consisting of a deferred tax provision of $4.8 million and a
$1.7 million current tax expense, which is primarily related
to a $1.3 million provision for current U.S. federal income and state taxes and a $0.4 million accrual for excise taxes.

The
net deferred tax liability at June 30, 2020 was $0.4 million compared to $16.1 million at December 31, 2019, primarily related to changes in net
unrealized appreciation or depreciation, changes in loss carryforwards, and other temporary book-tax differences relating to portfolio investments held by the Taxable Subsidiaries. At June 30,
2020, for U.S. federal income tax purposes, the Taxable Subsidiaries had a net operating loss carryforward from prior years which, if unused, will expire in various taxable years from 2029 through
2037. Any net operating losses generated in 2019 and future periods are not subject to expiration and will carryforward indefinitely until utilized. The timing and manner in which Main Street will
utilize any loss carryforwards generated before December 31, 2019 may be limited in the future under the provisions of the Code. Additionally, the Taxable Subsidiaries have interest expense
limitation carryforwards which have an indefinite carryforward.

NOTE HCOMMON STOCK

Main Street maintains a program with certain selling agents through which it can sell shares of its common stock by means of at-the-market
offerings from time to time (the "ATM Program"). During the six months ended June 30, 2020, Main Street sold 907,515 shares of its common stock at a weighted-average price of $33.06 per share
and raised $30.0 million of gross proceeds under the ATM Program. Net proceeds were $29.6 million after commissions to the selling agents on shares sold and

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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

offering
costs. As of June 30, 2020, sales transactions representing 15,000 shares had not settled and are not included in shares issued and outstanding on the face of the consolidated balance
sheet, but are included in the weighted-average shares outstanding in the consolidated statement of operations and in the shares used to calculate net asset value per share. As of June 30,
2020, 7,451,635 shares remained available for sale under the ATM Program.

During
the year ended December 31, 2019, Main Street sold 2,247,187 shares of its common stock at a weighted-average price of $40.05 per share and raised $90.0 million of
gross proceeds under the ATM Program. Net proceeds were $88.8 million after commissions to the selling agents on shares sold and offering costs.

NOTE IDIVIDEND REINVESTMENT PLAN ("DRIP")

Main Street's DRIP provides for the reinvestment of dividends on behalf of its stockholders, unless a stockholder has elected to receive
dividends in cash. As a result, if Main Street declares a cash dividend, its stockholders who have not "opted out" of the DRIP by the dividend record date will have their cash dividend automatically
reinvested into additional shares of MSCC common stock. The share requirements of the DRIP may be satisfied through the issuance of shares of common stock or through open market purchases of common
stock by the DRIP plan administrator. Newly issued shares will be valued based upon the final closing price of MSCC's common stock on the valuation date determined for each dividend by Main Street's
Board of Directors. Shares purchased in the open market to satisfy the DRIP requirements will be valued based upon the average price of the applicable shares purchased, before any associated brokerage
or other costs. Main Street's DRIP is administered by its transfer agent on behalf of Main Street's record holders and participating brokerage firms. Brokerage firms and other financial intermediaries
may decide not to participate in Main Street's DRIP but may provide a similar dividend reinvestment plan for their clients.

For
the six months ended June 30, 2020, $8.1 million of the total $79.6 million in dividends paid to stockholders represented DRIP participation. During this period,
the DRIP participation requirements were satisfied with the issuance of 254,951 newly issued shares. For the six months ended June 30, 2019, $9.0 million of the total
$89.4 million in dividends paid to stockholders represented DRIP participation. During this period, the DRIP participation requirements were satisfied with the issuance of 229,317 newly issued
shares. The shares disclosed above relate only to Main Street's DRIP and exclude any activity related to broker-managed dividend reinvestment plans.

NOTE JSHARE-BASED COMPENSATION

Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, CompensationStock
Compensation. Accordingly, for restricted stock awards, Main Street measured the grant date fair value based upon the
market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the
vesting term.

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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Main Street's Board of Directors approves the issuance of shares of restricted stock to Main Street employees pursuant to the Main Street Capital Corporation 2015
Equity and Incentive Plan (the "Equity and Incentive Plan"). These shares generally vest over a three-year period from the grant date. The fair value is expensed over the service period, starting on
the grant date. The following table summarizes the restricted stock issuances approved by Main Street's Board of Directors under the Equity and Incentive Plan, net of shares forfeited, if any, and the
remaining shares of restricted stock available for issuance as of June 30, 2020.



Restricted stock authorized under the plan


3,000,000Less net restricted stock granted during:Year ended December 31, 2015


(900
)Year ended December 31, 2016


(260,514
)Year ended December 31, 2017


(223,812
)Year ended December 31, 2018


(243,779
)Year ended December 31, 2019


(384,049
)Six months ended June 30, 2020


(376,739
)​
​
​
​
​Restricted stock available for issuance as of June 30, 2020


1,510,207​
​
​
​
​​
​
​
​
​​
​
​
​
​


As
of June 30, 2020, the following table summarizes the restricted stock issued to Main Street's non-employee directors and the remaining shares of restricted stock available for
issuance pursuant to
the Main Street Capital Corporation 2015 Non-Employee Director Restricted Stock Plan. These shares are granted upon appointment or election to the board and vest on the day immediately preceding the
annual meeting of stockholders following the respective grant date and are expensed over such service period.



Restricted stock authorized under the plan


300,000Less net restricted stock granted during:Year ended December 31, 2015


(6,806
)Year ended December 31, 2016


(6,748
)Year ended December 31, 2017


(5,948
)Year ended December 31, 2018


(6,376
)Year ended December 31, 2019


(6,008
)Six months ended June 30, 2020


(11,463
)​
​
​
​
​Restricted stock available for issuance as of June 30, 2020


256,651​
​
​
​
​​
​
​
​
​​
​
​
​
​


For
the three months ended June 30, 2020 and 2019, Main Street recognized total share-based compensation expense of $2.8 million and $2.4 million, respectively,
related to the restricted stock issued to Main Street employees and non-employee directors. For the six months ended June 30, 2020 and 2019, Main Street recognized total share-based
compensation expense of $5.7 million and $4.7 million, respectively, related to the restricted stock issued to Main Street employees and non-employee directors.

As
of June 30, 2020, there was $17.2 million of total unrecognized compensation expense related to Main Street's non-vested restricted shares. This compensation expense is
expected to be recognized over a remaining weighted-average period of approximately 2.2 years as of June 30, 2020.

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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

NOTE KCOMMITMENTS AND CONTINGENCIES

At June 30, 2020, Main Street had the following outstanding commitments (in thousands):



AmountInvestments with equity capital commitments that have not yet funded:Congruent Credit Opportunities FundsCongruent Credit Opportunities Fund II, LP

$
8,488Congruent Credit Opportunities Fund III, LP


8,117​
​
​
​
​$
16,605Encap Energy Fund InvestmentsEnCap Energy Capital Fund VIII, L.P.

$
202EnCap Energy Capital Fund IX, L.P.


281EnCap Energy Capital Fund X, L.P.


1,485EnCap Flatrock Midstream Fund II, L.P.


4,592EnCap Flatrock Midstream Fund III, L.P.


409​
​
​
​
​$
6,969EIG Fund Investments

$
4,751Freeport Fund InvestmentsFreeport Financial SBIC Fund LP

$
1,375Freeport First Lien Loan Fund III LP


1,715​
​
​
​
​$
3,090Brightwood Capital Fund InvestmentsBrightwood Capital Fund III, LP

$
3,000Brightwood Capital Fund IV, LP


250​
​
​
​
​$
3,250Harris Preston Fund InvestmentsHPEP 3, L.P.

$
2,181LKCM Headwater Investments I, L.P.

$
2,500UnionRock Energy Fund InvestmentsUnionRock Energy Fund II, LP

$
2,248Dos Rios PartnersDos Rios Partners, LP

$
835Dos Rios PartnersA, LP


265​
​
​
​
​$
1,100Access Media Holdings, LLC

$
284​
​
​
​
​Total equity commitments

$
42,978​
​
​
​
​


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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)



AmountInvestments with commitments to fund revolving loans that have not been fully drawn or term loans with additional commitments not yet
funded:SI East, LLC

$
7,500Pearl Meyer Topco LLC


5,000Adams Publishing Group, LLC


5,000Market Force Information, LLC


5,000Classic H&G Holdco, LLC


4,000AAC Holdings, Inc.


3,281Bluestem Brands, Inc.


2,884Fortna, Inc.


2,703Echo US Holdings, LLC.


2,037PPL RVs, Inc.


2,000Cody Pools, Inc.


1,600Chamberlin Holding LLC


1,600Direct Marketing Solutions, Inc.


1,600Trantech Radiator Topco, LLC


1,600Lynx FBO Operating LLC


1,500GS HVAM Intermediate, LLC


1,364GRT Rubber Technologies LLC


1,340Gamber-Johnson Holdings, LLC


1,200LL Management, Inc.(Lab Logistics)


1,182California Pizza Kitchen, Inc.


1,066CompareNetworks Topco, LLC


1,000NRI Clinical Research, LLC


1,000Arcus Hunting LLC


867Invincible Boat Company, LLC.


864Analytical Systems Keco, LLC


800CTVSH, PLLC


800Mystic Logistics Holdings, LLC


800DTE Enterprises RLOC


750NinjaTrader, LLC


750Mac Lean-Fogg Company


735ASC Interests, LLC


700PT Network, LLC


658Wireless Vision Holdings, LLC


592Jensen Jewelers of Idaho, LLC


500Coastal Television Broadcasting Holdings LLC


500PaySimple, Inc.


373American Nuts, LLC


281Dynamic Communities, LLC


250​
​
​
​
​Total loan commitments

$
65,677​
​
​
​
​Total commitments

$
108,655​
​
​
​
​​
​
​
​
​​
​
​
​
​


Main
Street will fund its unfunded commitments from the same sources it uses to fund its investment commitments that are funded at the time they are made (which are typically through
existing cash and cash equivalents and borrowings under the Credit Facility). Main Street follows a

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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

process
to manage its liquidity and ensure that it has available capital to fund its unfunded commitments as necessary. The Company had total unrealized depreciation of $0.8 million on the
outstanding unfunded commitments as of June 30, 2020.

Effective
January 1, 2019, ASC 842 required that a lessee evaluate its leases to determine whether they should be classified as operating or financing leases. Main Street
identified one operating lease for its office space. The lease commenced May 15, 2017 and expires January 31, 2028. It contains two five-year extension options for a final expiration
date of January 31, 2038.

As
Main Street classified this lease as an operating lease prior to implementation, ASC 842-10-65-1 indicates that a right-of-use asset and lease liability should be recorded based on
the effective date. Main Street adopted ASC 842 effective January 1, 2019 and recorded a right-of-use asset and a lease liability as of that date. After this date, Main Street has recorded
lease expense on a straight-line basis, consistent with the accounting treatment for lease expense prior to the adoption of ASC 842.

Total
operating lease cost incurred by Main Street for each of the three months ended June 30, 2020 and 2019 was $0.2 million. Total operating lease cost incurred by Main
Street for each of the six months ended June 30, 2020 and 2019 was $0.4 million. As of June 30, 2020, the asset related to the operating lease was $4.5 million and is
included in the interest receivable and other assets balance on the consolidated balance sheet. The lease liability was $5.3 million and is included in the accounts payable and other
liabilities balance on the consolidated balance sheet. As of June 30, 2020, the remaining lease term was 7.6 years and the discount rate was 4.2%.

The
following table shows future minimum payments under Main Street's operating lease as of June 30, 2020 (in thousands):



For the Years Ended December 31,

Amount2020

$
3822021


7762022


7902023


8042024


818Thereafter


2,610​
​
​
​
​Total

$
6,180​
​
​
​
​​
​
​
​
​​
​
​
​
​


Main
Street may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may try to impose
liability on Main Street in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, Main Street
does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no
assurance whether any pending legal proceedings will have a material adverse effect on Main Street's financial condition or results of operations in any future reporting period.

NOTE LRELATED PARTY TRANSACTIONS

As discussed further in Note D, the External Investment Manager is treated as a wholly owned portfolio company of MSCC and is included as
part of Main Street's Investment Portfolio. At June 30,

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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

2020,
Main Street had a receivable of approximately $4.8 million due from the External Investment Manager, which included (i) approximately $3.8 million related primarily to
operating expenses incurred by MSCC or its subsidiaries as required to support the External Investment Manager's business and amounts due from the External Investment Manager to Main Street under a
tax sharing agreement (see further discussion in Note D) and (ii) approximately $1.1 million of dividends declared but not paid by the External Investment Manager.

In
November 2015, Main Street's Board of Directors approved and adopted the Main Street Capital Corporation Deferred Compensation Plan (the "2015 Deferred Compensation Plan"). The 2015
Deferred Compensation Plan became effective on January 1, 2016 and replaced the Deferred Compensation Plan for Non-Employee Directors previously adopted by the Board of Directors in June 2013
(the "2013 Deferred Compensation Plan"). Under the 2015 Deferred Compensation Plan, non-employee directors and certain key employees may defer receipt of some or all of their cash compensation and
directors' fees, subject to certain limitations. Individuals participating in the 2015 Deferred Compensation Plan receive distributions of their respective balances based on predetermined payout
schedules or other events as defined by the plan and are also able to direct investments made on their behalf among investment alternatives permitted from time to time under the plan, including
phantom Main Street stock units. As of June 30, 2020, $9.9 million of compensation and directors' fees had been deferred under the 2015 Deferred Compensation Plan (including amounts
previously deferred under the 2013 Deferred Compensation Plan). Of this amount, $5.0 million was deferred into phantom Main Street stock units, representing 152,633 shares of Main Street's
common stock. Including phantom stock units issued through dividend reinvestment and net of any shares distributed, the phantom stock units outstanding as of June 30, 2020 represented 154,179
shares of Main Street's common stock. Any amounts deferred under the plan represented by phantom Main Street stock units will not be issued or included as outstanding on the consolidated statements of
changes in net assets until such shares are actually distributed to the participant in accordance with the plan, but the related phantom stock units are included in weighted-average shares outstanding
with the related dollar amount of the deferral included in total expenses in Main Street's consolidated statements of
operations as earned. The dividend amounts related to additional phantom stock units are included in the statements of changes in net assets as an increase to dividends to stockholders offset by a
corresponding increase to additional paid-in capital.

NOTE MSUBSEQUENT EVENTS

During August 2020, Main Street declared regular monthly dividends of $0.205 per share for each month of October, November and December of 2020.
These regular monthly dividends equal a total of $0.615 per share for the fourth quarter of 2020, unchanged from the regular monthly dividends paid in the fourth quarter of 2019. Including the regular
monthly dividends declared for the third and fourth quarters of 2020, Main Street will have paid $29.60 per share in cumulative dividends since its October 2007 initial public offering.

In
July 2020, Main Street announced that its External Investment Manager had entered into a definitive asset purchase agreement under which it will become the sole investment adviser and
administrator to HMS Income, subject to certain closing conditions. The parties expect the transaction to be completed in the fourth quarter of 2020. Following the closing of the transaction, the
External Investment Manager will replace HMS Adviser as the investment adviser and administrator to HMS Income. The base management fee rate under the External Investment Manager's proposed new
investment advisory agreement with HMS Income, which has been unanimously approved by the board

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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

of
directors of HMS Income, will be reduced from 2.00% to 1.75%, with no changes to the incentive fee calculations. The consummation of the transactions contemplated by the asset purchase agreement is
subject to approval of the new investment advisory agreement by stockholders of HMS Income and other customary closing conditions. Post-closing, HMS Income is expected to change its name to MSC Income
Fund, Inc.

In
July 2020, Main Street issued an additional $125.0 million aggregate principal amount of the 5.20% Notes at an issue price of 102.674%, for total net proceeds to Main Street,
resulting from the issue price and after underwriting discounts and estimated offering expenses payable by Main Street, of approximately $127.3 million. Following the issuance of the additional
$125.0 million aggregate principal amount of the 5.20% Notes in July 2020, the outstanding principal balance of the 5.20% Notes was $450.0 million. The 5.20% Notes issued in July 2020
have identical terms as, and are a part of a single series with, the 5.20% Notes issued in April 2019 and in December 2019. The aggregate net proceeds
from the 5.20% Notes issuances were used to repay a portion of the borrowings outstanding under the Credit Facility.

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Schedule 12-14

MAIN STREET CAPITAL CORPORATION        Consolidated Schedule of Investments In and Advances to Affiliates  June 30, 2020  (dollars in thousands)  (unaudited)



Company

Investment(1)(10)(11)

Geography

Amount of
Realized
Gain/
(Loss)

Amount of
Unrealized
Gain/
(Loss)

Amount of
Interest,
Fees or
Dividends
Credited
to
Income(2)

December 31,
2019
Fair Value

Gross
Additions(3)

Gross
Reductions(4)

June 30,
2020
Fair
ValueMajority-owned investmentsCafé Brazil, LLC

Member Units

(8)

$


$
(260
)
$
38

$
2,440

$


$
260

$
2,180​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​California Splendor Holdings LLC

LIBOR Plus 8.00% (Floor 1.00%)

(9)





(40
)

354


7,104


14,270


5,840


15,534LIBOR Plus 10.00% (Floor 1.00%)

(9)





(65
)

1,689


27,801


26


65


27,762Preferred Member Units

(9)








543


7,163


543





7,706Preferred Member Units

(9)





(1,601
)

125


7,382





1,601


5,781​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Clad-Rex Steel, LLC

LIBOR Plus 9.50% (Floor 1.00%)

(5)





49


599


10,781


60





10,841Member Units

(5)





(1,020
)

245


9,630





1,020


8,61010% Secured Debt

(5)





(11
)

57


1,137





24


1,113Member Units

(5)











460








460​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​CMS Minerals Investments

Member Units

(9)





(136
)




1,900





262


1,638​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Cody Pools, Inc.

LIBOR Plus 10.50% (Floor 1.75%)

(8)








822





15,850


200


15,650Preferred Member Units

(8)








29





8,317





8,317​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​CompareNetworks Topco, LLC

LIBOR Plus 11.00% (Floor 1.00%)

(9)








517


8,288


12


350


7,950Preferred Member Units

(9)





1,070





3,010


1,070





4,080​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Direct Marketing Solutions, Inc.

LIBOR Plus 11.00% (Floor 1.00%)

(9)





(9
)

990


15,707


27


487


15,247Preferred Stock

(9)





(140
)




20,200





140


20,060​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Gamber-Johnson Holdings, LLC

LIBOR Plus 6.50% (Floor 2.00%)

(5)





(11
)

856


19,022


1,611


795


19,838Member Units

(5)





(170
)

2,608


53,410





170


53,240​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​GRT Rubber Technologies LLC

LIBOR Plus 7.00%

(8)








681


15,016


1,759





16,775Member Units

(8)





(2,020
)

1,341


47,450





2,020


45,430​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Guerdon Modular Holdings, Inc.

16.00% Secured Debt

(9)


(12,776
)

12,588








12,776


12,776


LIBOR Plus 8.50% (Floor 1.00%)

(9)


(993
)

1,010








993


993


Preferred Stock

(9)


(1,140
)

1,140








1,140


1,140


Common Stock

(9)


(2,849
)

2,983








2,849


2,849


Warrants

(9)




















​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Harborside Holdings, LLC

Member Units

(8)





(2,000
)




9,560


100


2,000


7,660​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​IDX Broker, LLC

11.00% Secured Debt

(9)





(42
)

711


13,400


42


13,442


Preferred Member Units

(9)


9,337


(9,088
)

1,193


15,040





15,040


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Jensen Jewelers of Idaho, LLC

Prime Plus 6.75% (Floor 2.00%)

(9)





(56
)

225


4,000


6


206


3,800Member Units

(9)





(1,000
)

111


8,270





1,000


7,270​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Kickhaefer Manufacturing Company, LLC

9.50% Current/2.00% PIK Secured Debt

(5)








1,493


24,982


1,261


946


25,297Member Units

(5)





(790
)




12,240





790


11,4509.00% Secured Debt

(5)








179


3,939





15


3,924Member Units

(5)








45


1,160








1,160​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Market Force Information, LLC

12.00% PIK Secured Debt

(9)





(11,068
)

304


25,316


2,885


13,946


14,255Member Units

(9)





(5,280
)




5,280





5,280


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​MH Corbin Holding LLC

13.00% Secured Debt

(5)





(76
)

592


8,890


16


236


8,670Preferred Member Units

(5)





(20
)




20





20


Preferred Member Units

(5)





(1,340
)




4,770





1,340


3,430​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Mid-Columbia Lumber Products, LLC

10.00% Secured Debt

(9)








44


1,602


148


1,750


12.00% Secured Debt

(9)








119


3,644


256


3,900


Member Units

(9)


(27
)

(1,000
)

1





1,027


1,027


9.50% Secured Debt

(9)








30


701


19


720


Member Units

(9)





(219
)

20


1,640


709


219


2,130​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​MSC Adviser I, LLC

Member Units

(8)





(5,440
)

1,056


74,520





5,440


69,080​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Mystic Logistics Holdings, LLC

10.00% Secured Debt

(6)








404


6,253


985


279


6,959Common Stock

(6)





1,980





8,410


1,980





10,390​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​OMi Holdings, Inc.

Common Stock

(8)





1,080


543


16,950


1,080





18,030​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Pearl Meyer Topco LLC

12.00% Secured Debt

(6)








1,151





34,663





34,663Member Units

(6)














13,800


800


13,000​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​PPL RVs, Inc.

LIBOR Plus 8.75% PIK (Floor 0.50%)

(8)








664


12,118


136


250


12,004Common Stock

(8)





1,210





9,930


1,210





11,140​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


98

---



Table of Contents



Company

Investment(1)(10)(11)

Geography

Amount of
Realized
Gain/
(Loss)

Amount of
Unrealized
Gain/
(Loss)

Amount of
Interest,
Fees or
Dividends
Credited
to
Income(2)

December 31,
2019
Fair Value

Gross
Additions(3)

Gross
Reductions(4)

June 30,
2020
Fair
ValuePrinciple Environmental, LLC (d/b.a TruHorizon Environmental Solutions)

13.00% Secured Debt

(8)





55


440


6,397








6,397Preferred Member Units

(8)





(480
)




13,390





480


12,910Warrants

(8)





(20
)




1,090





20


1,070​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Quality Lease Service, LLC

Member Units

(7)





(3,810
)




9,289


301


3,810


5,780​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Trantech Radiator Topco, LLC

12.00% Secured Debt

(7)





74


557


9,102


85


320


8,867Common Stock

(7)





3,025


58


4,655


3,025





7,680​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Vision Interests, Inc.

13.00% Secured Debt

(9)








133


2,028








2,028Series A Preferred Stock

(9)





(629
)




4,089





629


3,460Common Stock




(3,586
)

3,296





409


3,296


3,705


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Ziegler's NYPD, LLC

6.50% Secured Debt

(8)





(101
)

33


1,000





101


89912.00% Secured Debt

(8)








38


625








62514.00% Secured Debt

(8)





(384
)

195


2,750





384


2,366Warrants

(8)




















Preferred Member Units

(8)





(130
)




1,269





130


1,139​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Other controlled investmentsAccess Media Holdings, LLC

10.00% PIK Secured Debt

(5)





(2,450
)

25


6,387





2,450


3,937Preferred Member Units

(5)











(284
)







(284
)Member Units

(5)




















​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Analytical Systems Keco, LLC

LIBOR Plus 10.00% (Floor 2.00%)

(8)








366


5,210


36


270


4,976Preferred Member Units

(8)





690





3,200


690





3,890Warrants

(8)





194





316


194





510​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​ASC Interests, LLC

13.00% Secured Debt

(8)








115


1,639





33


1,606Member Units

(8)





(240
)




1,290





240


1,050​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​ATS Workholding, LLC

5.00% Secured Debt

(9)





(619
)

187


4,521


63


619


3,965Preferred Member Units

(9)





(939
)




939





939


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Bond-Coat, Inc.

15.00% Secured Debt










1,399


11,473


123


11,596


Common Stock

(8)





(1,470
)




8,300





1,470


6,830​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Brewer Crane Holdings, LLC

LIBOR Plus 10.00% (Floor 1.00%)

(9)








518


8,989


10


248


8,751Preferred Member Units

(9)








50


4,280








4,280​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Bridge Capital Solutions Corporation

13.00% Secured Debt

(6)








868


7,797


288





8,085Warrants

(6)





(180
)




3,500





180


3,32013.00% Secured Debt

(6)








67


996


1





997Preferred Member Units

(6)








50


1,000








1,000​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​CBT Nuggets, LLC

Member Units

(9)





(4,790
)

454


50,850





4,790


46,060​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Centre Technologies Holdings, LLC

LIBOR Plus 10.00% (Floor 2.00%)

(8)








743


12,136


13


306


11,843Preferred Member Units

(8)








60


5,840








5,840​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Chamberlin Holding LLC

LIBOR Plus 10.00% (Floor 1.00%)

(8)





(17
)

1,054


17,773


17


17


17,773Member Units

(8)





110


1,485


24,040


110





24,150Member Units

(8)





(530
)

34


1,450





530


920​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Charps, LLC

15.00% Secured Debt

(5)








152


2,000








2,000Preferred Member Units

(5)





1,210


311


6,920


1,210





8,130​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Copper Trail Fund Investments

LP Interests (CTMH, LP)

(9)











872





110


762​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Datacom, LLC

8.00% Secured Debt

(8)











1,615








1,61510.50% PIK Secured Debt

(8)











10,142








10,142Class A Preferred Member Units

(8)




















Class B Preferred Member Units

(8)




















​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Digital Products Holdings LLC

LIBOR Plus 10.00% (Floor 1.00%)

(5)





350


1,123


18,452


373


660


18,165Preferred Member Units

(5)





(579
)

100


5,174





579


4,595​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Garreco, LLC

LIBOR Plus 8.00% (Floor 1.00%, Ceiling 1.50%)

(8)








220


4,515


4





4,519Member Units

(8)





(860
)




2,560





860


1,700​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Gulf Manufacturing, LLC

Member Units

(8)





(2,630
)

119


7,430





2,630


4,800​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Gulf Publishing Holdings, LLC

LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 5.25% / 5.25% PIK

(8)








14


280


3


40


2436.25% Current / 6.25% PIK

(8)





(1,091
)

809


12,493


214


1,091


11,616Member Units

(8)





(2,420
)




2,420





2,420


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Harris Preston Fund Investments

LP Interests (2717 MH, L.P.)

(8)





(180
)




3,157





180


2,977​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Harrison Hydra-Gen, Ltd.

Common Stock

(8)





(2,330
)

104


7,970





2,330


5,640​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​J&J Services, Inc.

11.50% Secured Debt

(7)





135


1,053


17,430


170


2,400


15,200Preferred Stock

(7)





2,815





7,160


2,815


75


9,900​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​KBK Industries, LLC

Member Units

(5)





(2,330
)

437


15,470





2,330


13,140​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​NAPCO Precast, LLC

Member Units

(8)





(3,830
)

4


14,760





3,830


10,930​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​NexRev LLC

11.00% PIK Secured Debt

(8)





(1,701
)

913


17,469


182


1,919


15,732Preferred Member Units

(8)





(6,310
)




6,310





6,310


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​NRI Clinical Research, LLC

10.50% Secured Debt

(9)





(17
)

394


5,981


1,536


517


7,000Warrants

(9)





160





1,230


160





1,390Member Units

(9)





333


377


4,988


710


377


5,321​
​
​
​
​
​
​
​
​
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​
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99

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Table of Contents



Company

Investment(1)(10)(11)

Geography

Amount of
Realized
Gain/
(Loss)

Amount of
Unrealized
Gain/
(Loss)

Amount of
Interest,
Fees or
Dividends
Credited
to
Income(2)

December 31,
2019
Fair Value

Gross
Additions(3)

Gross
Reductions(4)

June 30,
2020
Fair
ValueNRP Jones, LLC

12.00% Secured Debt

(5)








387


6,376








6,376Member Units

(5)





(1,590
)

25


4,710





1,590


3,120​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​NuStep, LLC

12.00% Secured Debt

(5)








1,218


19,703


21


160


19,564Preferred Member Units

(5)











10,200








10,200​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Pegasus Research Group, LLC

Member Units

(8)





1,790


491


8,170


1,790





9,960​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​River Aggregates, LLC

Zero Coupon Secured Debt

(8)











722








722Member Units

(8)





1,170


187


4,990


1,170





6,160Member Units

(8)





151





3,169


151





3,320​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Tedder Industries, LLC

12.00% Secured Debt

(9)








41


640








64012.00% Secured Debt

(9)








1,009


16,272


14





16,286Preferred Member Units

(9)











8,136








8,136​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​UnionRock Energy Fund II, LP

LP Interests

(9)














2,894





2,894​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​OtherAmounts related to investments transferred to or from other 1940 Act classification during the period






(7,832
)

4,656


4


4,564








​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total Control investments





$
(19,866
)
$
(42,235
)
$
38,800

$
1,032,721

$
143,295

$
163,313

$
1,008,139​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Affiliate InvestmentsAFG Capital Group, LLC

10.00% Secured Debt

(8)

$


$


$
37

$
838

$


$
174

$
664Preferred Member Units

(8)





(10
)




5,180





10


5,170​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​American Trailer Rental Group LLC

LIBOR Plus 7.25% (Floor 1.00%)

(5)





(182
)

1,119


27,087


182


27,269


Member Units

(5)





779





8,540


4,520





13,060​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​BBB Tank Services, LLC

LIBOR Plus 11.00% (Floor 1.00%)

(8)





(51
)

335


4,698


37


51


4,684Preferred Member Units

(8)








10


131


10





141Member Units

(8)





(80
)




290





80


210​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Boccella Precast Products LLC

LIBOR Plus 10.00% (Floor 1.00%)

(6)





(138
)

982


13,244


138


13,382


Member Units

(6)





(290
)

369


6,270





290


5,980​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Buca C, LLC

LIBOR Plus 9.25% (Floor 1.00%)

(7)





(1,714
)

1,036


18,794


24


1,714


17,104Preferred Member Units

(7)





(4,005
)

69


4,701


69


4,005


765​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​CAI Software LLC

12.50% Secured Debt

(6)





108


996


9,160


19,500


16


28,644Member Units

(6)





369


10


5,210


720





5,930​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Chandler Signs Holdings, LLC

Class A Units

(8)





(200
)

(91
)

2,740





200


2,540​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Charlotte Russe, Inc

Common Stock

(9)




















​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Classic H&G Holdings, LLC

12.00% Secured Debt

(6)








1,518





25,753





25,753Preferred Member Units

(6)














5,760





5,760​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Congruent Credit Opportunities Funds

LP Interests (Fund II)

(8)











855








855LP Interests (Fund III)

(8)





(399
)

394


13,915





1,411


12,504​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Copper Trail Fund Investments

LP Interests (Copper Trail Energy Fund I, LP)

(9)





(791
)

594


2,362





540


1,822​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Dos Rios Partners

LP Interests (Dos Rios Partners, LP)

(8)





(504
)




7,033


759


504


7,288LP Interests (Dos Rios PartnersA, LP)

(8)





(160
)




2,233


241


160


2,314​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​East Teak Fine Hardwoods, Inc.

Common Stock

(7)





(100
)

4


400





100


300​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​EIG Fund Investments

LP Interests (EIG Global Private Debt fund-A, L.P.)

(8)


6


(111
)

69


720


94


219


595​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Freeport Financial Funds

LP Interests (Freeport Financial SBIC Fund LP)

(5)





(624
)




5,778





624


5,154LP Interests (Freeport First Lien Loan Fund III LP)

(5)





46


80


9,696


1,035


160


10,571​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Fuse, LLC

12.00% Secured Debt

(9)





(338
)

118


1,939





338


1,601Common Stock

(9)











256








256​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Harris Preston Fund Investments

LP Interests (HPEP 3, L.P.)

(8)











2,474


345





2,819​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Hawk Ridge Systems, LLC

LIBOR Plus 6.00% (Floor 1.00%)

(9)








25


600








60011.00% Secured Debt

(9)





(15
)

760


13,400


15


15


13,400Preferred Member Units

(9)





(580
)

45


7,900





580


7,320Preferred Member Units

(9)





(30
)




420





30


390​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Houston Plating and Coatings, LLC

8.00% Unsecured Convertible Debt

(8)





(1,000
)

121


4,260





1,000


3,260Member Units

(8)





(3,110
)

66


10,330





3,110


7,220​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​I-45 SLF LLC

Member Units

(8)





(3,654
)

1,258


14,407


3,200


3,654


13,953​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​L.F. Manufacturing Holdings, LLC

Preferred Member Units

(8)








6


81


6





87Member Units

(8)











2,050








2,050​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​OnAsset Intelligence, Inc.

12.00% PIK Secured Debt

(8)








399


6,474


399





6,87310.00% PIK Secured Debt

(8)








3


58


3





61Preferred Stock

(8)




















Warrants

(8)




















​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
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​
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​
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​


100

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Table of Contents



Company

Investment(1)(10)(11)

Geography

Amount of
Realized
Gain/
(Loss)

Amount of
Unrealized
Gain/
(Loss)

Amount of
Interest,
Fees or
Dividends
Credited
to
Income(2)

December 31,
2019
Fair Value

Gross
Additions(3)

Gross
Reductions(4)

June 30,
2020
Fair
ValuePCI Holding Company, Inc.

12.00% Current Secured Debt

(9)








689


11,356








11,356Preferred Stock

(9)





1,450





2,680


1,450





4,130Preferred Stock

(9)











4,350








4,350​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)

12.00% Secured Debt

(8)














241


241


Preferred Member Units

(8)




















​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Salado Stone Holdings, LLC

Class A Preferred Units

(8)





(140
)




570





140


430​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​SI East, LLC

9.50% Current, Secured Debt

(7)





(36
)

1,633


32,963


36


36


32,963Preferred Member Units

(7)





1,110


534


8,200


1,110





9,310​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Slick Innovations, LLC

14.00% Current, Secured Debt

(6)








468


6,197


19


80


6,136Warrants

(6)





10





290


10





300Common Stock

(6)





50





1,080


50





1,130​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​UniTek Global Services, Inc.

LIBOR Plus 6.50% (Floor 1.00%)

(6)





(283
)

121


2,962


14


299


2,677Preferred Stock

(6)





(2,680
)




2,684





2,680


4Preferred Stock

(6)





(212
)

212


2,282


212


212


2,282Preferred Stock

(6)





448


118


1,889


944





2,833Preferred Stock

(6)





(3,009
)




3,667





3,009


658Common Stock

(6)




















​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Universal Wellhead Services Holdings, LLC

Preferred Member Units

(8)





(560
)




800





560


240Member Units

(8)




















​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Volusion, LLC

11.50% Secured Debt

(8)





(181
)

1,248


19,352


72


181


19,2438.00% Unsecured Convertible Debt

(8)








16


291








291Preferred Member Units

(8)





(8,322
)




14,000





8,322


5,678Warrants

(8)





(150
)




150





150


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​OtherAmounts related to investments transferred to or from other 1940 Act classification during the period






(241
)
















​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total Affiliate investments





$
(235
)
$
(29,289
)
$
15,371

$
330,287

$
66,968

$
75,546

$
321,709​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


(1)The
principal amount, the ownership detail for equity investments and if the investment is income producing is included in the consolidated schedule of investments.(2)Represents
the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or
Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the
category other than the one shown at period end is included in "Amounts from investments transferred from other 1940 Act classifications during the period."(3)Gross
additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the
exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as
well as the movement of an existing portfolio company into this category and out of a different category.(4)Gross
reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities
for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio
company out of this category and into a different category.(5)Portfolio
company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of June 30, 2020 for control
investments located in this region was $236,976. This represented 17.3% of net assets as of June 30, 2020. The fair value as of June 30, 2020 for affiliate investments located in this
region was $28,785. This represented 2.1% of net assets as of June 30, 2020.(6)Portfolio
company located in the Northeast region as determined by location of the corporate headquarters. The fair value as of June 30, 2020 for control
investments located in this region was $78,414. This represented 5.7% of net assets as of June 30, 2020. The fair value as of June 30,


101

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Table of Contents

2020
for affiliate investments located in this region was $88,087. This represented 6.4% of net assets as of June 30, 2020. (7)Portfolio
company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of June 30, 2020 for control
investments located in this region was $47,427. This represented 3.5% of net assets as of June 30, 2020. The fair value as of June 30, 2020 for affiliate investments located in this
region was $60,442. This represented 4.4% of net assets as of June 30, 2020.(8)Portfolio
company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of June 30, 2020 for control
investments located in this region was $401,136. This represented 29.3% of net assets as of June 30, 2020. The fair value as of June 30, 2020 for affiliate investments located in this
region was $99,170. This represented 7.2% of net assets as of June 30, 2020.(9)Portfolio
company located in the West region as determined by location of the corporate headquarters. The fair value as of June 30, 2020 for control
investments located in this region was $244,186. This represented 17.8% of net assets as of June 30, 2020. The fair value as of June 30, 2020 for affiliate investments located in this
region was $45,225. This represented 3.3% of net assets as of June 30, 2020.(10)All
of the Company's portfolio investments are generally subject to restrictions on resale as "restricted securities," unless otherwise noted.(11)This
schedule should be read in conjunction with the consolidated schedule of investments and notes to the consolidated financial statements. Supplemental
information can be located within the schedule of investments including end of period interest rate, preferred dividend rate, maturity date, investments not paid currently in cash and investments
whose value was determined using significant unobservable inputs.(12)Investment
has an unfunded commitment as of December 31, 2019 (see Note K). The fair value of the investment includes the impact of the fair value of
any unfunded commitments.


102

---





Table of Contents

Schedule 12-14



MAIN STREET CAPITAL CORPORATION    Consolidated Schedule of Investments in and Advances to Affiliates  June 30, 2019  (dollars in thousands)  (unaudited)



Company

Investment(1)(10)(11)

Geography

Amount
of
Realized
Gain/
(Loss)

Amount
of
Unrealized
Gain/
(Loss)

Amount
of
Interest,
Fees or
Dividends
Credited
to
Income(2)

December 31,
2018
Fair Value

Gross
Additions(3)

Gross
Reductions(4)

June 30,
2019
Fair
ValueMajority-owned investmentsCafé Brazil, LLC

Member Units

(8)

$


$
(730
)
$
131

$
4,780

$


$
730

$
4,050​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​California Splendor Holdings LLC

LIBOR Plus 8.00% (Floor 1.00%)

(9)








518


10,928


7,757


4,750


13,935LIBOR Plus 10.00% (Floor 1.00%)

(9)








1,817


27,755


22





27,777Preferred Member Units

(9)





(2,363
)

125


9,745





2,363


7,382​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Clad-Rex Steel, LLC

LIBOR Plus 9.00% (Floor 1.00%)

(5)





(14
)

709


12,080


14


414


11,680Member Units

(5)





(340
)

125


10,610





340


10,27010% Secured Debt

(5)








58


1,161





11


1,150Member Units

(5)











350








350​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​CMS Minerals Investments

Member Units

(9)





(359
)

35


2,580





573


2,007​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​CompareNetworks Topco, LLC

LIBOR Plus 11.00% (Floor 1.00%)

(9)








32





242





242LIBOR Plus 11.00% (Floor 1.00%)

(9)








641





8,669





8,669Preferred Member Units

(9)








2





1,975





1,975​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Direct Marketing Solutions, Inc.

LIBOR Plus 11.00% (Floor 1.00%)

(9)








1,234


17,848


19


470


17,397Preferred Stock

(9)





1,250





14,900


1,250





16,150​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Gamber-Johnson Holdings, LLC

LIBOR Plus 7.50% (Floor 2.00%)

(5)





(31
)

1,071


21,486


31


1,695


19,822Member Units

(5)








1,516


45,460








45,460​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​GRT Rubber Technologies LLC

LIBOR Plus 7.00%

(8)





(11
)

550


9,740


3,528


11


13,257Member Units

(8)





7,070


5,456


39,060


7,070





46,130​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Guerdon Modular Holdings, Inc.

16% Secured Debt

(9)





(1,528
)

433


12,002


16


1,528


10,490LIBOR Plus 8.50% (Floor 1.00%)

(9)














464





464Preferred Stock

(9)




















Common Stock

(9)


(7
)
















Warrants

(9)




















​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Harborside Holdings, LLC

Member Units

(8)





(70
)




9,500


100


70


9,530​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​IDX Broker, LLC

11.5% Secured Debt

(9)





(23
)

842


14,350


23


373


14,000Preferred Member Units

(9)





900


207


13,520


900





14,420​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Jensen Jewelers of Idaho, LLC

Prime Plus 6.75% (Floor 2.00%)

(9)





(11
)

206


3,355


11


311


3,055Member Units

(9)





1,720


155


5,090


1,720





6,810​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Kickhaefer Manufacturing Company, LLC

11.5% Secured Debt

(5)








1,646


28,775


31


1,864


26,942Member Units

(5)











12,240








12,2409.0% Secured Debt

(5)








178


3,970





17


3,953Member Units

(5)








71


992








992​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Lamb Ventures, LLC

LIBOR Plus 5.75%

(8)





(2
)

10





402


202


20011% Secured Debt

(8)





(4
)

580


8,339


3,504


4


11,839Preferred Equity

(8)











400








400Member Units

(8)





4,050


394


7,440


4,440





11,8809.5% Secured Debt

(8)








21


432








432Member Units

(8)





(80
)

73


630





80


550​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Market Force Information, LLC

LIBOR Plus 7.00% (Floor 1.00%)

(9)








26


200


1,509


200


1,509LIBOR Plus 11.00% (Floor 1.00%)

(9)








1,583


22,624


20





22,644Member Units

(9)





(2,070
)




13,100





2,070


11,030​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​MH Corbin Holding LLC

5% Current / 5% PIK Secured Debt

(5)





477


984


11,733


1,333


4,400


8,666Preferred Member Units

(5)





(980
)




1,000





980


20Preferred Member Units

(5)





370








4,770





4,770​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Mid-Columbia Lumber Products, LLC

10% Secured Debt

(9)








90


1,746


2





1,74812% Secured Debt

(9)








244


3,880


9





3,889Member Units

(9)





(3,160
)

3


3,860





3,160


7009.5% Secured Debt

(9)








35


746





23


723Member Units

(9)





170


34


1,470


170





1,640​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​MSC Adviser I, LLC

Member Units

(8)





3,830


2,881


65,748


3,830





69,578​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Mystic Logistics Holdings, LLC

12% Secured Debt

(6)








469


7,506


23


455


7,074Common Stock

(6)





1,880





210


1,880





2,090​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​PPL RVs, Inc.

LIBOR Plus 7.00% (Floor 0.50%)

(8)





(94
)

754


15,100


20


1,099


14,021Common Stock

(8)





(1,330
)




10,380





1,330


9,050​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Principle Environmental, LLC

13% Secured Debt

(8)





(35
)

484


7,477


35


1,115


6,397(d/b.a TruHorizon Environmental Solutions)

Preferred Member Units

(8)





2,510


1,440


13,090


2,510





15,600Warrants

(8)





380





780


380





1,160​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


103

---



Table of Contents



Company

Investment(1)(10)(11)

Geography

Amount
of
Realized
Gain/
(Loss)

Amount
of
Unrealized
Gain/
(Loss)

Amount
of
Interest,
Fees or
Dividends
Credited
to
Income(2)

December 31,
2018
Fair Value

Gross
Additions(3)

Gross
Reductions(4)

June 30,
2019
Fair
ValueQuality Lease Service, LLC

Zero Coupon Secured Debt

(7)


(741
)

891





6,450


891


7,341


Member Units

(7)











3,809


6,770





10,579​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​The MPI Group, LLC

9% Secured Debt

(7)





103


132


2,582


103





2,685Series A Preferred Units

(7)


(8
)

(430
)




440





430


10Warrants

(7)




















Member Units

(7)








63


2,479








2,479​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Trantech Radiator Topco, LLC

12% Secured Debt

(7)








350





10,282





10,282Common Stock

(7)








10





4,655





4,655​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Vision Interests, Inc.

13% Secured Debt

(9)








136


2,153





125


2,028Series A Preferred Stock

(9)





350





3,740


350





4,090Common Stock

(9)





129





280


129





409​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Ziegler's NYPD, LLC

6.5% Secured Debt

(8)








34


1,000





1


99912% Secured Debt

(8)








26


425


200





62514% Secured Debt

(8)








194


2,750








2,750Warrants

(8)




















Preferred Member Units

(8)





(239
)




1,249





239


1,010​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Other controlled investmentsAccess Media Holdings, LLC

10% PIK Secured Debt

(5)





(955
)

25


8,558





955


7,603Preferred Member Units (12)

(5)











(284
)







(284
)Member Units

(5)




















​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​ASC Interests, LLC

11% Secured Debt

(8)








99


1,622


8





1,630Member Units

(8)





(80
)




1,370





80


1,290​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​ATS Workholding, LLC

5% Secured Debt

(9)





(28
)

179


4,390


122


93


4,419Preferred Member Units

(9)





(1,708
)




3,726





1,708


2,018​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Bond-Coat, Inc.

15% Secured Debt

(8)





(229
)

835


11,596


52


229


11,419Common Stock

(8)





(2,020
)




9,370





2,020


7,350​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Brewer Crane Holdings, LLC

LIBOR Plus 10.00% (Floor 1.00%)

(9)








597


9,467


9


248


9,228Preferred Member Units

(9)








60


4,280








4,280​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Bridge Capital Solutions Corporation

13% Secured Debt

(6)








687


6,221


197





6,418Warrants

(6)





(470
)




4,020





470


3,55013% Secured Debt

(6)





(6
)

66


1,000


1


6


995Preferred Member Units

(6)








50


1,000








1,000​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​CBT Nuggets, LLC

Member Units

(9)





(2,020
)

300


61,610





2,020


59,590​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Centre Technologies Holdings, LLC

LIBOR Plus 9.00% (Floor 2.00%)

(8)








861





12,127





12,127Preferred Member Units

(8)








60





5,840





5,840​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Chamberlin Holding LLC

LIBOR Plus 10.00% (Floor 1.00%)

(8)








1,293


20,028


27


1,327


18,728Member Units

(8)





4,050


588


18,940


4,050





22,990Member Units

(8)








11


732








732​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Charps, LLC

11.50% Secured Debt

(5)





(83
)

675


11,888


1,695


13,583


15% Secured Debt

(5)








22





2,000





2,000Preferred Member Units

(5)





2,360


261


2,270


2,360





4,630​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Copper Trail Fund Investments

LP Interests (CTMH, LP)

(9)








5


872








872​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Datacom, LLC

8% Secured Debt

(8)





(136
)




1,690





136


1,55410.50% PIK Secured Debt

(8)











9,786








9,786Class A Preferred Member Units

(8)




















Class B Preferred Member Units

(8)




















​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Digital Products Holdings LLC

LIBOR Plus 10.00% (Floor 1.00%)

(5)








1,620


25,511


26


660


24,877Preferred Member Units

(5)





(501
)

100


8,466





501


7,965​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Garreco, LLC

LIBOR Plus 8.00% (Floor 1.00%, Ceiling 1.50%)

(8)








241


5,099


10


422


4,687Member Units

(8)





(90
)

28


2,590





90


2,500​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Gulf Manufacturing, LLC

Member Units

(8)





(390
)

609


11,690





390


11,300​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Gulf Publishing Holdings, LLC

LIBOR Plus 9.50% (Floor 1.00%)

(8)








6





320





32012.5% Secured Debt

(8)








804


12,594


14


130


12,478Member Units

(8)





210





4,120


210





4,330​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Harris Preston Fund Investments

LP Interests (2717 MH, L.P.)

(8)











1,133


1,195


500


1,828​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Harrison Hydra-Gen, Ltd.

Common Stock

(8)





530


247


8,070


530





8,600​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​KBK Industries, LLC

Member Units

(5)





3,300


860


8,610


3,300





11,910​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​NAPCO Precast, LLC

LIBOR Plus 8.50%

(8)





(11
)

123


11,475


11


11,486


Member Units

(8)





1,010


1,890


13,990


1,010





15,000​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​NexRev LLC

11% Secured Debt

(8)








975


17,288


16


217


17,087Preferred Member Units

(8)





(1,010
)

155


7,890





1,010


6,880​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​NRI Clinical Research, LLC

LIBOR Plus 6.75% (Floor 1.50%)

(9)





(16
)

8





200


117


8314% Secured Debt

(9)








486


6,685


16


16


6,685Warrants

(9)











660


130





790Member Units

(9)





740


32


2,478


610





3,088​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​NRP Jones, LLC

12% Secured Debt

(5)








385


6,376








6,376Member Units

(5)





300


120


5,960


300





6,260​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


104

---



Table of Contents



Company

Investment(1)(10)(11)

Geography

Amount
of
Realized
Gain/
(Loss)

Amount
of
Unrealized
Gain/
(Loss)

Amount
of
Interest,
Fees or
Dividends
Credited
to
Income(2)

December 31,
2018
Fair Value

Gross
Additions(3)

Gross
Reductions(4)

June 30,
2019
Fair
ValueNuStep, LLC

12% Secured Debt

(5)








1,265


20,458


20





20,478Preferred Member Units

(5)











10,200








10,200​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​OMi Holdings, Inc.

Common Stock

(8)





780


960


16,020


780





16,800​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Pegasus Research Group, LLC

Member Units

(8)





(880
)




7,680





880


6,800​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​River Aggregates, LLC

Zero Coupon Secured Debt

(8)











722





1


721Member Units

(8)











4,610








4,610Member Units

(8)











2,930





1


2,929​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Tedder Industries, LLC

12%, Secured Debt

(9)








41


480


320





80012%, Secured Debt

(9)








1,004


16,246


13





16,259Preferred Member Units

(9)











7,476








7,476​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​OtherAmounts related to investments transferred to or from other 1940 Act classification during the period






(187
)

260


(133
)

5,809








​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total Control investments





$
(943
)
$
15,083

$
47,308

$
1,004,993

$
119,578

$
78,070

$
1,040,692​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Affiliate InvestmentsAFG Capital Group, LLC

Warrants

(8)

$
781

$
(691
)
$


$
950

$


$
950

$
10% Secured Debt

(8)








19





1,040


29


1,011Preferred Member Units

(8)





570


(40
)

3,980


570





4,550​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​American Trailer Rental Group LLC

LIBOR Plus 7.25% (Floor 1.00%)

(5)





181


1,295


20,312


4,888





25,200Member Units

(5)





1,250





5,780


1,250





7,030​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Barfly Ventures, LLC

12% Secured Debt

(5)





(155
)

632


10,018


17


155


9,880Options

(5)











940








940Warrants

(5)











410








410​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​BBB Tank Services, LLC

LIBOR Plus 11% (Floor 1.00%)

(8)








330


3,833


672





4,505Preferred Member Units

(8)








9


113


9





122Member Units

(8)





(110
)




230





110


120​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Boccella Precast Products LLC

LIBOR Plus 10% (Floor 1.00%)

(6)





(41
)

1,167


15,724


441


1,961


14,204Member Units

(6)





184


75


5,080


280





5,360​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Boss Industries, LLC

Preferred Member Units

(5)


3,771


(3,930
)

611


6,176





6,176


​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Buca C, LLC

LIBOR Plus 9.25% (Floor 1.00%)

(7)





(187
)

1,142


19,038


21


287


18,772Preferred Member Units

(7)








130


4,431


130





4,561​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​CAI Software LLC

12% Secured Debt

(6)





(16
)

662


10,880


16


696


10,200Member Units

(6)





2,223





2,717


2,223





4,940​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Chandler Signs Holdings, LLC

12% Secured Debt/1.00% PIK

(8)





(4
)

302


4,546


27


4


4,569Class A Units

(8)





(100
)




2,120





100


2,020​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Charlotte Russe, Inc

8.50% Secured Debt

(9)


(7,012
)

4,003





3,930


4,003


7,933


Common Stock

(9)




















​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Condit Exhibits, LLC

Member Units

(9)








107


1,950








1,950​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Congruent Credit Opportunities Funds

LP Interests (Fund II)

(8)











855








855LP Interests (Fund III)

(8)





177


532


17,468


177


367


17,278​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Copper Trail Fund Investments

LP Interests (Copper Trail Energy Fund I, LP)

(9)





86


5


4,170


86


1,184


3,072​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Dos Rios Partners

LP Interests (Dos Rios Partners, LP)

(8)





(580
)




7,153





580


6,573LP Interests (Dos Rios PartnersA, LP)

(8)





(184
)




2,271





184


2,087​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​East Teak Fine Hardwoods, Inc.

Common Stock

(7)








8


560








560​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​EIG Fund Investments

LP Interests (EIG Global Private Debt fundA, L.P.)

(8)


8





39


505


217


45


677​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Freeport Financial Funds

LP Interests (Freeport Financial SBIC Fund LP)

(5)





258





5,399


258





5,657LP Interests (Freeport First Lien Loan Fund III LP)

(5)





(85
)

510


10,980


799


1,484


10,295​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Fuse, LLC

12% Secured Debt

(9)














1,939





1,939Common Stock

(9)














256





256​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Harris Preston Fund Investments

LP Interests (HPEP 3, L.P.)

(8)











1,733


500





2,233​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Hawk Ridge Systems, LLC

10.0% Secured Debt

(9)





(20
)

727


14,300


20


920


13,400Preferred Member Units

(9)








247


7,260








7,260Preferred Member Units

(9)











380








380​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Houston Plating and Coatings, LLC

8% Unsecured Convertible Debt

(8)





240


121


3,720


240





3,960Member Units

(8)





1,280


240


8,330


1,280





9,610​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​I-45 SLF LLC

Member Units

(8)





(505
)

1,718


15,627


800


505


15,922​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​L.F. Manufacturing Holdings, LLC

Preferred Member Units

(8)








5





76





76Member Units

(8)





(120
)




2,060





120


1,940​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


105

---



Table of Contents



Company

Investment(1)(10)(11)

Geography

Amount
of
Realized
Gain/
(Loss)

Amount
of
Unrealized
Gain/
(Loss)

Amount
of
Interest,
Fees or
Dividends
Credited
to
Income(2)

December 31,
2018
Fair Value

Gross
Additions(3)

Gross
Reductions(4)

June 30,
2019
Fair
ValueOnAsset Intelligence, Inc.

12% PIK Secured Debt

(8)








355


5,743


352





6,09510% PIK Secured Debt

(8)











53


2





55Preferred Stock

(8)




















Warrants

(8)




















​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​PCI Holding Company, Inc.

12% Current Secured Debt

(9)








792


11,908


98


650


11,356Preferred Stock

(9)





(140
)




340





140


200Preferred Stock

(9)





870





3,480


870





4,350​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Rocaceia, LLC (Quality Lease and Rental

12% Secured Debt

(8)











250








250Holdings, LLC)

Preferred Member Units

(8)




















​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Salado Stone Holdings, LLC

Class A Preferred Units

(8)





(30
)




1,040





30


1,010​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​SI East, LLC

10.25% Current, Secured Debt

(7)





324


1,871


34,885


365


563


34,687Preferred Member Units

(7)





730


117


6,000


730





6,730​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Slick Innovations, LLC

14% Current, Secured Debt

(6)








523


6,959


43


800


6,202Warrants

(6)





59





181


59





240Member Units

(6)





190





700


190





890​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​UniTek Global Services, Inc.

LIBOR Plus 5.50% (Floor 1.00%)

(6)








123


2,969


1


17


2,953Preferred Stock

(6)








512


7,413


511





7,924Preferred Stock

(6)








160


1,637


160





1,797Preferred Stock

(6)








297


3,038


298





3,336Common Stock

(6)





(820
)




1,420





820


600​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Universal Wellhead Services Holdings, LLC

Preferred Member Units

(8)





(60
)

130


950


130


60


1,020Member Units

(8)





(1,340
)




2,330





1,340


990​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Volusion, LLC

11.5% Secured Debt

(8)








1,532


18,407


1,342





19,7498% Unsecured Convertible Debt

(8)





(118
)

14


297


112


118


291Preferred Member Units

(8)











14,000








14,000Warrants

(8)





(1,321
)




1,890





1,321


569​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​OtherAmounts related to investments transferred to or from other 1940 Act classification during the period









(260
)

398


8,071








​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total Affiliate investments





$
(2,452
)
$
1,808

$
17,417

$
359,890

$
27,498

$
29,649

$
349,668​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


(1)The
principal amount, the ownership detail for equity investments and if the investment is income producing is included in the consolidated schedule of investments.(2)Represents
the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or
Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the
category other than the one shown at period end is included in "Amounts from investments transferred from other 1940 Act classifications during the period."(3)Gross
additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the
exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as
well as the movement of an existing portfolio company into this category and out of a different category.(4)Gross
reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities
for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio
company out of this category and into a different category.(5)Portfolio
company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of June 30, 2019 for control
investments located in this region was $248,330. This represented 16.3% of net assets as of June 30, 2019. The fair value as of June 30, 2019 for affiliate investments located in this
region was $59,412. This represented 3.9% of net assets as of June 30, 2019.(6)Portfolio
company located in the Northeast region as determined by location of the corporate headquarters. The fair value as of June 30, 2019 for control
investments located in this region was


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$21,127.
This represented 1.4% of net assets as of June 30, 2019. The fair value as of June 30, 2019 for affiliate investments located in this region was $58,646. This represented 3.9%
of net assets as of June 30, 2019. (7)Portfolio
company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of June 30, 2019 for control
investments located in this region was $30,690. This represented 2.0% of net assets as of June 30, 2019. The fair value as of June 30, 2019 for affiliate investments located in this
region was $65,310. This represented 4.3% of net assets as of June 30, 2019.(8)Portfolio
company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of June 30, 2019 for control
investments located in this region was $429,774. This represented 28.3% of net assets as of June 30, 2019. The fair value as of June 30, 2019 for affiliate investments located in this
region was $122,137. This represented 8.0% of net assets as of June 30, 2019.(9)Portfolio
company located in the West region as determined by location of the corporate headquarters. The fair value as of June 30, 2019 for control
investments located in this region was $310,771. This represented 20.4% of net assets as of June 30, 2019. The fair value as of June 30, 2019 for affiliate investments located in this
region was $44,163. This represented 2.9% of net assets as of June 30, 2019.(10)All
of the Company's portfolio investments are generally subject to restrictions on resale as "restricted securities," unless otherwise noted.(11)This
schedule should be read in conjunction with the consolidated schedule of investments and notes to the consolidated financial statements. Supplemental
information can be located within the schedule of investments including end of period interest rate, preferred dividend rate, maturity date, investments not paid currently in cash and investments
whose value was determined using significant unobservable inputs.(12)Investment
has an unfunded commitment as of June 30, 2019 (see Note K). The fair value of the investment includes the impact of the fair value of any
unfunded commitments.


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Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains forward-looking statements regarding the plans and objectives of
management for future operations and which relate to future events or our future performance or financial condition. Any such forward-looking statements may involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "may,"
"will," "should," "expect," "anticipate," "estimate," "believe," "intend" or "project" or the negative of these words or other variations on these words or comparable terminology. These
forward-looking statements are based on assumptions that may be incorrect, and we cannot assure you that the projections included in these forward-looking statements will come to pass. Our actual
results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors, including, without limitation: changes in laws and regulations and
adverse changes in the economy generally or in the industries in which
our portfolio companies operate, including with respect to changes from the impact of the COVID-19 pandemic, and the resulting impacts on our and our portfolio companies' business and operations,
liquidity and access to capital; and such other factors referenced in Item 1A entitled "Risk Factors" below in Part 2 of this Quarterly Report on Form 10-Q, and discussed in
Item 1A entitled "Risk Factors" in Part 2 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Securities and Exchange Commission (the
"SEC") on May 8, 2020 and in Item 1A entitled "Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on
February 28, 2020 and elsewhere in this Quarterly Report on Form 10-Q and our other SEC filings.

We have based the forward-looking statements included in this Quarterly Report on Form 10-Q on information available to us on the date of this Quarterly
Report on Form 10-Q, and we assume no obligation to update any such forward-looking statements, unless we are required to do so by applicable law. However, you are advised to refer to any
additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including subsequent periodic and current reports.

ORGANIZATION

Main Street Capital Corporation ("MSCC") is a principal investment firm primarily focused on providing customized debt and equity financing to
lower middle market ("LMM") companies and debt capital to middle market ("Middle Market") companies. The portfolio investments of MSCC and its consolidated subsidiaries are typically made to support
management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in a variety of industry sectors. MSCC seeks to partner with entrepreneurs, business
owners and management teams and generally provides "one stop" financing alternatives within its LMM portfolio. MSCC and its consolidated subsidiaries invest primarily in secured debt investments,
equity investments, warrants and other securities of LMM companies based in the United States and in secured debt investments of Middle Market companies generally headquartered in the United States.

MSCC
was formed in March 2007 to operate as an internally managed business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). MSCC wholly
owns several investment funds, including Main Street Mezzanine Fund, LP ("MSMF"), Main Street Capital II, LP ("MSC II") and Main Street Capital III, LP ("MSC III" and,
collectively with MSMF and MSC II, the "Funds"), and each of their general partners. The Funds are each licensed as a Small Business Investment Company ("SBIC") by the United States Small Business
Administration ("SBA"). Because MSCC is internally managed, all of the executive officers and other employees are employed by MSCC. Therefore, MSCC does not pay any external investment advisory fees,
but instead

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directly
incurs the operating costs associated with employing investment and portfolio management professionals.

MSC
Adviser I, LLC (the "External Investment Manager") was formed in November 2013 as a wholly owned subsidiary of MSCC to provide investment management and other services to
parties other than MSCC and its subsidiaries or their portfolio companies ("External Parties") and receives fee income for such services. MSCC has been granted no-action relief by the SEC to allow the
External Investment Manager to register as a registered investment adviser under the Investment Advisers Act of 1940, as amended. Since the External Investment Manager conducts all of its investment
management activities for External Parties, it is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC's consolidated financial statements.

MSCC
has elected to be treated for U.S. federal income tax purposes as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"). As a result, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that it distributes to its stockholders.

MSCC
has certain direct and indirect wholly owned subsidiaries that have elected to be taxable entities (the "Taxable Subsidiaries"). The primary purpose of the Taxable Subsidiaries is
to permit MSCC to hold equity investments in portfolio companies which are "pass-through" entities for tax purposes.

Unless
otherwise noted or the context otherwise indicates, the terms "we," "us," "our," the "Company" and "Main Street" refer to MSCC and its consolidated subsidiaries, which include the
Funds and the Taxable Subsidiaries.

COVID-19 UPDATE

The COVID-19 pandemic, and the related effect on the U.S. and global economies, has had, and threatens to continue to have, adverse consequences
for our business and operating results, and the businesses and operating results of our portfolio companies. During the quarter ended June 30, 2020, we continued to work collectively with our
employees and portfolio companies to navigate the significant challenges created by the COVID-19 pandemic. We remain focused on ensuring the safety of our employees and the employees of our portfolio
companies, while also managing our ongoing business activities. In this regard, we remain heavily engaged with our
portfolio companies. As discussed below under "Discussion and Analysis of Results of Operations," our investment income, principally our interest and dividend income, has been negatively impacted by
the economic effects of COVID-19 through the first six months of 2020. In addition, our net asset value as of June 30, 2020 decreased as compared to our net asset value as of
December 31, 2019, primarily due to the unrealized depreciation of our Investment Portfolio caused by the immediate adverse economic effects of the COVID-19 pandemic and uncertainty regarding
the extent and duration of its impact, as well as the negative impact of the pandemic on our investment income. We continue to maintain access to multiple sources of liquidity, including cash, unused
capacity under our Credit Facility and remaining SBIC debenture capacity, and from December 31, 2019 to June 30, 2020, our total liquidity improved from $495.5 million to
$528.7 million. As of June 30, 2020, we were in compliance with all debt covenants and do not anticipate any issues with our ability to comply with all covenants in the future. Refer to
"Liquidity and Capital Resources" below for further discussion as of June 30, 2020.

Neither
our management nor our Board of Directors is able to predict the full impact of the COVID-19 pandemic, including its duration and the magnitude of its economic and societal
impact. As such, while we will continue to monitor the rapidly evolving situation and guidance from U.S. and international authorities, including federal, state and local public health authorities, we
are unable to predict with any certainty the extent to which the outbreak will negatively affect our portfolio

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companies'
operating results and financial condition or the impact that such disruptions may have on our results of operations and financial condition in the future.

OVERVIEW

Our principal investment objective is to maximize our portfolio's total return by generating current income from our debt investments and
capital appreciation from our equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. Our LMM companies
generally have annual revenues between $10 million and $150 million, and our LMM portfolio investments generally range in size from $5 million to $50 million. Our Middle
Market investments are made in businesses that are generally larger in size than our LMM portfolio companies, with annual revenues typically between $150 million and $1.5 billion, and
our Middle Market investments generally range in size from $3 million to $20 million. Our private loan ("Private Loan") portfolio investments are primarily debt securities in privately
held companies which have been originated through strategic relationships with other investment funds on a collaborative basis. Private Loan investments are typically similar in size, structure, terms
and conditions to investments we hold in our LMM portfolio and Middle Market portfolio.

We
seek to fill the financing gap for LMM businesses, which, historically, have had limited access to financing from commercial banks and other traditional sources. The underserved
nature of the LMM creates the opportunity for us to meet the financing needs of LMM companies while also negotiating favorable transaction terms and equity participations. Our ability to invest across
a company's capital structure, from secured loans to equity securities, allows us to offer portfolio companies a comprehensive suite of financing options, or a "one stop" financing solution. Providing
customized, "one stop" financing solutions is important to LMM portfolio companies. We generally seek to partner directly with entrepreneurs, management teams and business owners in making our
investments. Our LMM portfolio debt investments are generally secured by a first lien on the assets of the portfolio company and typically have a term of between five and seven years from the original
investment date.

Our
Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of interest-bearing debt securities in privately held companies that are
generally larger in size than the companies included in our LMM portfolio. Our Middle Market portfolio debt investments are generally secured by either a first or second priority lien on the assets of
the portfolio company and typically have an expected duration of between three and seven years from the original investment date.

Our
Private Loan portfolio investments are primarily debt securities in privately held companies that have been originated through strategic relationships with other investment funds on
a collaborative basis and are often referred to in the debt markets as "club deals." Private Loan investments are typically similar in size, structure, terms and conditions to investments we hold in
our LMM portfolio and Middle Market portfolio. Our Private Loan portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and
typically have a term of between three and seven years from the original investment date.

Our
other portfolio ("Other Portfolio") investments primarily consist of investments that are not consistent with the typical profiles for our LMM, Middle Market or Private Loan
portfolio investments, including investments which may be managed by third parties. In our Other Portfolio, we may incur indirect fees and expenses in connection with investments managed by third
parties, such as investments in other investment companies or private funds.

Our
external asset management business is conducted through the External Investment Manager. The External Investment Manager earns management fees based on the assets of the funds under
management and may earn incentive fees, or a carried interest, based on the performance of the funds managed. We have entered into an agreement with the External Investment Manager to share employees
in connection with its asset management business generally, and specifically for its

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relationship
with HMS Income Fund, Inc. ("HMS Income"). Through this agreement, we share employees with the External Investment Manager, including their related infrastructure, business
relationships, management expertise and capital raising capabilities.

The
following tables provide a summary of our investments in the LMM, Middle Market and Private Loan portfolios as of June 30, 2020 and December 31, 2019 (this information
excludes the Other Portfolio investments and the External Investment Manager which are discussed further below):



As of June 30, 2020LMM(a)

Middle
Market

Private Loan(dollars in millions)Number of portfolio companies


69


44


64Fair value

$
1,188.0

$
410.5

$
653.8Cost

$
1,032.3

$
516.5

$
750.7% of portfolio at costdebt


65.5
%

94.1
%

93.1
%% of portfolio at costequity


34.5
%

5.9
%

6.9
%% of debt investments at cost secured by first priority lien


98.2
%

92.1
%

95.3
%Weighted-average annual effective yield(b)


11.6
%

7.7
%

8.7
%Average EBITDA(c)

$
5.3

$
78.1

$
51.8


(a)At
June 30, 2020, we had equity ownership in approximately 99% of our LMM portfolio companies, and the average fully diluted equity ownership in those
portfolio companies was approximately 41%.(b)The
weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of June 30, 2020, including
amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual
status. Weighted-average annual effective yield is higher than what an investor in shares of our common stock will realize on its investment because it does not reflect our expenses or any sales load
paid by an investor.(c)The
average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Middle Market and Private Loan portfolios. These
calculations exclude certain portfolio companies, including two LMM portfolio companies, two Middle Market portfolio companies and four Private Loan portfolio companies, as EBITDA is


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not
a meaningful valuation metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.




As of December 31, 2019LMM(a)

Middle
Market

Private Loan(dollars in millions)Number of portfolio companies


69


51


65Fair value

$
1,206.9

$
522.1

$
692.1Cost

$
1,002.2

$
572.3

$
734.8% of portfolio at costdebt


65.9
%

94.8
%

94.6
%% of portfolio at costequity


34.1
%

5.2
%

5.4
%% of debt investments at cost secured by first priority lien


98.1
%

91.3
%

95.4
%Weighted-average annual effective yield(b)


11.8
%

8.6
%

9.5
%Average EBITDA(c)

$
5.1

$
85.0

$
57.8


(a)At
December 31, 2019, we had equity ownership in approximately 99% of our LMM portfolio companies, and the average fully diluted equity ownership in those
portfolio companies was approximately 42%.(b)The
weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2019,
including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on
non-accrual status. Weighted-average annual effective yield is higher than what an investor in shares of our common stock will realize on its investment because it does not reflect our expenses or any
sales load paid by an investor.(c)The
average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Middle Market and Private Loan portfolios. These
calculations exclude certain portfolio companies, including three LMM portfolio companies, two Middle Market portfolio companies and three Private Loan portfolio companies, as EBITDA is not a
meaningful valuation metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.


As
of June 30, 2020, we had Other Portfolio investments in twelve companies, collectively totaling approximately $98.1 million in fair value and approximately
$126.4 million in cost basis and which comprised approximately 4.1% of our Investment Portfolio (as defined in "Critical Accounting PoliciesBasis of Presentation" below) at fair
value. As of December 31, 2019, we had Other Portfolio investments in eleven companies, collectively totaling approximately $106.7 million in
fair value and approximately $118.4 million in cost basis and which comprised approximately 4.1% of our Investment Portfolio at fair value.

As
previously discussed, the External Investment Manager is a wholly owned subsidiary that is treated as a portfolio investment. As of June 30, 2020, there was no cost basis in
this investment and the investment had a fair value of approximately $69.1 million, which comprised approximately 2.9% of our Investment Portfolio at fair value. As of December 31, 2019,
there was no cost basis in this investment and the investment had a fair value of approximately $74.5 million, which comprised approximately 2.9% of our Investment Portfolio at fair value.

Our
portfolio investments are generally made through MSCC and the Funds. MSCC and the Funds share the same investment strategies and criteria, although they are subject to different

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regulatory
regimes. An investor's return in MSCC will depend, in part, on the Funds' investment returns as they are wholly owned subsidiaries of MSCC.

The
level of new portfolio investment activity will fluctuate from period to period based upon our view of the current economic fundamentals, our ability to identify new investment
opportunities that meet our investment criteria, and our ability to consummate the identified opportunities. The level of new investment activity, and associated interest and fee income, will directly
impact future investment income. In addition, the level of dividends paid by portfolio companies and the portion of our portfolio debt investments on non-accrual status will directly impact future
investment income. While we intend to grow our portfolio and our investment income over the long term, our growth and our operating results may be more limited during depressed economic periods.
However, we intend to appropriately manage our cost structure and liquidity position based on applicable economic conditions and our investment outlook. The level of realized gains or losses and
unrealized appreciation or depreciation on our investments will also fluctuate depending upon portfolio activity, economic conditions and the performance of our individual portfolio companies. The
changes in realized gains and losses and unrealized appreciation or depreciation could have a material impact on our operating results.

Because
we are internally managed, we do not pay any external investment advisory fees, but instead directly incur the operating costs associated with employing investment and portfolio
management professionals. We believe that our internally managed structure provides us with a beneficial operating expense structure when compared to other publicly traded and privately held
investment firms which are externally managed, and our internally managed structure allows us the opportunity to leverage our non-interest operating expenses as we grow our Investment Portfolio. For
the trailing twelve months ended June 30, 2020 and 2019, the ratio of our total operating expenses, excluding interest expense, as a
percentage of our quarterly average total assets was 1.2% and 1.3%, respectively, and 1.4% for the year ended December 31, 2019.

During
May 2012, we entered into an investment sub-advisory agreement with HMS Adviser, LP ("HMS Adviser"), which is the investment advisor to HMS Income, a non-listed BDC, to
provide certain investment advisory services to HMS Adviser. In December 2013, after obtaining required no-action relief from the SEC to allow us to own a registered investment adviser, we assigned
the sub-advisory agreement to the External Investment Manager since the fees received from such arrangement could otherwise have negative consequences on our ability to meet the source-of-income
requirement necessary for us to maintain our RIC tax treatment. Under the investment sub-advisory agreement, the External Investment Manager is entitled to 50% of the base management fee and the
incentive fees earned by HMS Adviser under its advisory agreement with HMS Income. During the three months ended June 30, 2020 and 2019, the External Investment Manager earned
$2.3 million and $4.1 million, respectively, in base management fee income. No incentive fee income was earned in the three months ended June 30, 2020 compared to
$1.3 million earned in the three months ended June 30, 2019. During the six months ended June 30, 2020, the External Investment Manager earned $4.8 million in base
management fee income and no incentive fees compared to $5.7 million of base management fees and $1.4 million in incentive fees for the comparable period in 2019 under the sub-advisory
agreement with HMS Adviser.

During
April 2014, we received an exemptive order from the SEC permitting co-investments by us and HMS Income in certain negotiated transactions where co-investing would otherwise be
prohibited under the 1940 Act. We have made, and in the future intend to continue to make, such co-investments with HMS Income in accordance with the conditions of the order. The order requires, among
other things, that we and the External Investment Manager consider whether each such investment opportunity is appropriate for HMS Income and, if it is appropriate, to propose an allocation of the
investment opportunity between us and HMS Income. Because the External Investment Manager may receive performance-based fee compensation from HMS Income, this may provide it an incentive to allocate
opportunities to HMS Income instead of us. However, both we and the External Investment

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Manager
have policies and procedures in place to manage this conflict. We have filed a new application for co-investment exemptive relief with the SEC that would provide greater flexibility in
structuring and effectuating co-investment transactions between us, HMS Income and certain other funds managed by us as described in the application. Our new application for co-investment exemptive
relief has not yet been granted, and there is no assurance that such relief will be granted on the terms and conditions in the application or at all. Pending the receipt of such new co-investment
relief, we intend to continue to rely on our current co-investment relief.

CRITICAL ACCOUNTING POLICIES



Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America
("U.S. GAAP"). For each of the periods presented herein, our consolidated financial statements include the accounts of MSCC and its consolidated subsidiaries. The Investment Portfolio, as used
herein, refers to all of our investments in LMM portfolio companies, investments in Middle Market portfolio companies, Private Loan portfolio investments, Other Portfolio investments, and the
investment in the External Investment Manager. Our results of operations for the three and six months ended June 30, 2020 and 2019, cash flows for the six months ended June 30, 2020 and
2019, and financial position as of June 30, 2020 and December 31, 2019, are presented On a consolidated basis. The effects of all intercompany transactions between us and our
consolidated subsidiaries have been eliminated in consolidation.

Our
accompanying unaudited consolidated financial statements are presented in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for
reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with
U.S. GAAP are omitted. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals,
considered necessary for the fair presentation of financial statements for the interim periods included herein. The results of operations for the three and six months ended June 30, 2020 and
2019 are not necessarily indicative of the operating results to be expected for the full year. Also, the unaudited financial statements and notes should be read in conjunction with the audited
financial statements and notes thereto for the year ended December 31, 2019. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that
affect the amounts and disclosures reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could
impact the amounts reported and disclosed herein.

We
are an investment company following the accounting and reporting guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 946, Financial ServicesInvestment
Companies("ASC 946"). Under ASC 946, we are precluded from consolidating other entities in which we have
equity investments, including those in which we have a controlling interest, unless the other entity is another investment company. An exception to this general principle in ASC 946 occurs if we hold
a controlling interest in an operating company that provides all or substantially all of its services directly to us or to any of our portfolio companies. Accordingly, as
noted above, our consolidated financial statements include the financial position and operating results for the Funds and the Taxable Subsidiaries. We have determined that none of our portfolio
investments qualify for this exception, including the investment in the External Investment Manager. Therefore, our Investment Portfolio is carried on the consolidated balance sheet at fair value with
any adjustments to fair value recognized as "Net Unrealized Appreciation (Depreciation)" on the consolidated statements of operations until the investment is realized, usually upon exit, resulting in
any gain or loss being recognized as a "Net Realized Gain (Loss)."

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The most significant determination inherent in the preparation of our consolidated financial statements is the valuation of our Investment
Portfolio and the related amounts of unrealized appreciation and depreciation. As of June 30, 2020 and December 31, 2019, our Investment Portfolio valued at fair value represented
approximately 95% and 96% of our total assets, respectively. We are required to report our investments at fair value. We follow the provisions of FASB ASC 820,Fair Value
Measurements and Disclosures("ASC 820"). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality
of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires us to assume that the portfolio investment is to be sold in the principal market
to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing
and able to transact. See "Note B.1.Valuation of the Investment Portfolio" in the notes to consolidated financial statements for a detailed discussion of our investment portfolio
valuation process and procedures.

Due
to the inherent uncertainty in the valuation process, our determination of fair value for our Investment Portfolio may differ materially from the values that would have been
determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the
investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. We determine the fair value of each individual
investment and record changes in fair value as unrealized appreciation or depreciation.

Our
Board of Directors has the final responsibility for overseeing, reviewing and approving, in good faith, our determination of the fair value for our Investment Portfolio and our
valuation procedures, consistent with 1940 Act requirements. We believe our Investment Portfolio as of June 30, 2020 and December 31, 2019 approximates fair value as of those dates based
on the markets in which we operate and other conditions in existence on those reporting dates.



We record interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as
dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. In accordance with our valuation policies, we evaluate accrued
interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service
all of its debt or other obligations, we will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has
demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security's status significantly improves regarding the debtor's ability to service the debt or other obligations,
or if a loan or debt security is sold or written off, we remove it from non-accrual status.



We may periodically provide services, including structuring and advisory services, to our portfolio companies or other third parties. For
services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction
closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are deferred and accreted into income over
the life of the financing.

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We hold certain debt and preferred equity instruments in our Investment Portfolio that contain PIK interest and cumulative dividend provisions.
The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual
collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of
the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as
discussed below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though we may not have collected the PIK interest and cumulative dividends
in cash. We stop accruing PIK interest and cumulative dividends and write off any accrued and uncollected interest and dividends in arrears when we determine that such PIK interest and dividends in
arrears are no longer collectible. For the three months ended June 30, 2020 and 2019, (i) approximately 2.5% and 2.2%, respectively, of our total investment income was attributable to
PIK interest income not paid currently in cash and (ii) approximately 0.9% and 1.1%, respectively, of our total investment income was attributable to cumulative dividend income not paid
currently in cash. For the six months ended June 30, 2020 and 2019, (i) approximately 1.7% and 2.0%, respectively, of our total investment income was attributable to PIK interest income
not paid currently in cash and (ii) approximately 0.9% and 1.1%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash.



We account for our share-based compensation plans using the fair value method, as prescribed by ASC 718, CompensationStock Compensation. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price
of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.

We
have also adopted Accounting Standards Update ("ASU") 2016-09,CompensationStock Compensation: Improvements to Employee Share-Based Payment
Accounting, which requires that all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) be recognized as income tax
expense or benefit in the income statement and not delay recognition of a tax benefit until the tax benefit is realized through a reduction to taxes payable. Accordingly, the tax effects of exercised
or vested awards are treated as discrete items in the reporting period in which they occur. Additionally, we have elected to account for forfeitures as they occur.



MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC's taxable income includes the taxable income generated by
MSCC and certain of its subsidiaries, including the Funds, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income
taxes on any net ordinary taxable income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its "investment company taxable income" (which is
generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status
(pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given
fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) filing of the U.S. federal
income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.

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The
Taxable Subsidiaries primarily hold certain portfolio investments for us. The Taxable Subsidiaries permit us to hold equity investments in portfolio companies which are
"pass-through" entities for tax purposes and to continue to comply with the "source-of-income" requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated
with us for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in our consolidated financial statements as portfolio investments
and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result
of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to temporary book and tax timing
differences and permanent differences. The Taxable Subsidiaries are each taxed at their normal corporate tax rates based on their taxable income. The income tax expense, or benefit, if any, and the
related tax assets and liabilities, of the Taxable Subsidiaries are reflected in our consolidated financial statements.

The
External Investment Manager is an indirect wholly owned subsidiary of MSCC owned through a Taxable Subsidiary and is a disregarded entity for tax purposes. The External Investment
Manager has entered into a tax sharing agreement with its Taxable Subsidiary owner. Since the External Investment Manager is accounted for as a portfolio investment of MSCC and is not included as a
consolidated subsidiary of MSCC in MSCC's consolidated financial statements, and as a result of the tax sharing agreement with its Taxable Subsidiary owner, for its stand-alone financial reporting
purposes the External Investment Manager is treated as if it is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or
benefit. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the External Investment Manager are reflected in the External Investment Manager's separate
financial statements.

The
Taxable Subsidiaries and the External Investment Manager use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary
differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, using statutory tax rates in effect for the year in which the temporary
differences are expected to reverse. A valuation allowance is provided, if necessary, against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset
will not be realized.

Taxable
income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income
generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

INVESTMENT PORTFOLIO COMPOSITION

Our LMM portfolio investments primarily consist of secured debt, equity warrants and direct equity investments in privately held, LMM companies
based in the United States. Our LMM portfolio companies generally have annual revenues between $10 million and $150 million, and our LMM investments generally range in size from
$5 million to $50 million. The LMM debt investments are typically secured by either a first or second priority lien on the assets of the portfolio company, can include either fixed or
floating rate terms and generally have a term of between five and seven years from the original investment date. In most LMM portfolio investments, we receive nominally priced equity warrants and/or
make direct equity investments in connection with a debt investment.

Our
Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of interest-bearing debt securities in privately held companies based in the
United States that are generally larger in size than the companies included in our LMM portfolio. Our Middle Market portfolio companies generally have annual revenues between $150 million and
$1.5 billion, and our Middle Market investments generally range in size from $3 million to $20 million. Our Middle Market

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portfolio
debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the
original investment date.

Our
Private Loan portfolio investments are primarily debt securities in privately held companies which have been originated through strategic relationships with other investment funds on
a collaborative basis and are often referred to in the debt markets as "club deals." Private Loan investments are typically similar in size, structure, terms and conditions to investments we hold in
our LMM portfolio and Middle Market portfolio. Our Private Loan portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and
typically have a term of between three and seven years from the original investment date.

Our
Other Portfolio investments primarily consist of investments which are not consistent with the typical profiles for LMM, Middle Market and Private Loan portfolio investments,
including investments which may be managed by third parties. In the Other Portfolio, we may incur indirect fees and expenses in connection with investments managed by third parties, such as
investments in other investment companies or private funds.

Our
external asset management business is conducted through the External Investment Manager. The External Investment Manager earns management fees based on the assets of the funds under
management and may earn incentive fees, or a carried interest, based on the performance of the funds managed. We have entered into an agreement with the External Investment Manager to share employees
in connection with its asset management business generally, and specifically for its relationship with HMS Income. Through this agreement, we share employees with the External Investment Manager,
including their related infrastructure, business relationships, management expertise and capital raising capabilities, and we allocate the related expenses to the External Investment Manager pursuant
to the sharing agreement. Our total expenses for the three months ended June 30, 2020 and 2019 are net of expenses allocated to the External Investment Manager of $1.8 million and
$1.7 million, respectively. Our total expenses for each of the six months ended June 30, 2020 and 2019 are net of expenses allocated to the External Investment Manager of
$3.4 million . The External Investment Manager earns management fees based on the assets of the funds under management and may earn incentive fees, or a carried interest, based on the
performance of the funds managed. The total contribution of the External Investment Manager to our net investment income consists of the combination of the expenses allocated to the External
Investment Manager and the dividend income earned from the External Investment Manager. For the three months ended June 30, 2020 and 2019, the total contribution to our net investment income
was $2.2 million and $3.6 million, respectively. For the six months ended June 30, 2020 and 2019, the total contribution to our net investment income was $4.5 million and
$6.2 million, respectively.

The
following tables summarize the composition of our total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at cost and
fair value by type of investment as a percentage of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments as of June 30, 2020
and

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December 31,
2019 (this information excludes the Other Portfolio investments and the External Investment Manager).



Cost:

June 30,
2020

December 31,
2019First lien debt


77.4
%

78.2
%Equity


18.5
%

17.2
%Second lien debt


3.1
%

3.5
%Equity warrants


0.5
%

0.6
%Other


0.5
%

0.5
%​
​
​
​
​
​
​
​100.0
%

100.0
%​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​






Fair Value:

June 30,
2020

December 31,
2019First lien debt


69.8
%

70.1
%Equity


26.5
%

26.0
%Second lien debt


2.8
%

3.0
%Equity warrants


0.4
%

0.4
%Other


0.5
%

0.5
%​
​
​
​
​
​
​
​100.0
%

100.0
%​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​


Our
LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments carry a number of risks including: (1) investing in companies which may
have limited operating histories and financial resources; (2) holding investments that generally are not publicly traded and which may be subject to legal and other restrictions on resale; and
(3) other risks common to investing in below investment grade debt and equity investments in our Investment Portfolio. Please see "Risk FactorsRisks Related to Our Investments"
contained in our Form 10-K for the fiscal year ended December 31, 2019 and "Risk Factors" below in this Quarterly Report on Form 10-Q and in our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2020 for a more complete discussion of the risks involved with investing in our Investment Portfolio.

PORTFOLIO ASSET QUALITY

We utilize an internally developed investment rating system to rate the performance of each LMM portfolio company and to monitor our expected
level of returns on each of our LMM investments in relation to our expectations for the portfolio company. The investment rating system takes into consideration various factors, including each
investment's expected level of returns, the collectability of our debt investments and the ability to receive a return of the invested capital in our equity investments, comparisons to competitors and
other industry participants, the portfolio company's future outlook and other factors that are deemed to be significant to the portfolio company.

As
of June 30, 2020, our total Investment Portfolio had eleven investments on non-accrual status, which comprised approximately 1.9% of its fair value and 6.3% of its cost. As of
December 31, 2019, our total Investment Portfolio had eight investments on non-accrual status, which comprised approximately 1.4% of its fair value and 4.8% of its cost.

The
operating results of our portfolio companies are impacted by changes in the broader fundamentals of the United States economy. In periods during which the United States economy
contracts, as it has due to the impact of COVID-19, it is likely that the financial results of small to mid-sized companies, like those in which we invest, could experience deterioration or limited
growth from current levels, which could ultimately lead to difficulty in meeting their debt service requirements, to an increase in defaults on our debt investments or in realized losses on our
investments and to

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difficulty
in maintaining historical dividend payment rates and unrealized appreciation on our equity investments. Consequently, we can provide no assurance that the performance of certain portfolio
companies will not be negatively impacted by future economic cycles or other conditions, which could also have a negative impact on our future results.

DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS



Three Months Ended June 30,

Net Change2020

2019

Amount

%(dollars in thousands)Total investment income

$
52,007

$
61,293

$
(9,286
)

(15)%Total expenses


(20,713
)

(21,676
)

963


4%​
​
​
​
​
​
​
​
​
​
​
​
​Net investment income


31,294


39,617


(8,323
)

(21)%Net realized loss from investments


(8,584
)

(2,554
)

(6,030
)

236%Net unrealized appreciation (depreciation) from:Portfolio investments


13,164


4,857


8,307


171%SBIC debentures





(233
)

233


NM​
​
​
​
​
​
​
​
​
​
​
​
​Total net unrealized appreciation


13,164


4,624


8,540


185%Income tax benefit (provision)


7,495


(3,433
)

10,928


NM​
​
​
​
​
​
​
​
​
​
​
​
​Net increase in net assets resulting from operations

$
43,369

$
38,254

$
5,115


13%​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​






Three Months Ended June 30,

Net Change2020

2019

Amount

%(dollars in thousands, except per share amounts)Net investment income

$
31,294

$
39,617

$
(8,323
)

(21)%Share-based compensation expense


2,817


2,378


439


18%​
​
​
​
​
​
​
​
​
​
​
​
​Distributable net investment income(a)

$
34,111

$
41,995

$
(7,884
)

(19)%​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​Net investment income per shareBasic and diluted

$
0.48

$
0.63

$
(0.15
)

(24)%​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​Distributable net investment income per shareBasic and diluted(a)

$
0.52

$
0.67

$
(0.15
)

(22)%​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​


---

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Total investment income for the three months ended June 30, 2020 was $52.0 million, a 15% decrease from the $61.3 million
of total investment income for the corresponding period of 2019. This comparable period decrease was principally attributable to (i) a $5.6 million decrease in interest income, which was
primarily due to lower floating interest rates on investment portfolio debt investments based upon the decline in the London Interbank Offered Rate ("LIBOR"), and (ii) a $5.0 million
decrease in dividend income from Investment Portfolio equity investments, also partially attributable to the current negative impact of the COVID-19 pandemic and, specifically, on certain of our
portfolio companies' operating results, financial condition and liquidity, as well as the uncertainty relative to the duration of the pandemic's effects. These decreases were partially offset by a
$1.3 million increase in fee income. The $9.3 million decrease in total investment income in the three months ended June 30, 2020 includes the net impact of a $0.3 million
increase from accelerated prepayment, repricing and other income activity considered less consistent or non-recurring.



Total expenses for the three months ended June 30, 2020 decreased to $20.7 million from $21.7 million for the corresponding
period of 2019. This decrease in operating expenses was principally attributable to (i) a $0.7 million decrease in compensation expense, (ii) a $0.4 million decrease in
interest expense and (iii) a $0.2 million decrease in general and administrative expense, partially offset by a $0.4 million increase in share-based compensation expense. The
decrease in compensation expense is primarily related to a $1.7 million decrease in cash incentive compensation accruals, partially offset by a $0.7 million increase in expense as a
result of the change in the fair value of our deferred compensation plan assets. The decrease in interest expense is primarily due to a $2.1 million decrease from the repayment of the 4.50%
Notes due 2019 (as defined below) effective December 1, 2019, partially offset by a $1.7 million increase as a result of two separate issuances of our 5.20% Notes (as defined below) in
April 2019 and December 2019.



Net investment income for the three months ended June 30, 2020 decreased 21% to $31.3 million, or $0.48 per share, compared to net
investment income of $39.6 million, or $0.63 per share, for the corresponding period of 2019. The decrease in net investment income was principally attributable to the decrease in total
investment income, partially offset by lower operating expenses, both as discussed above. The decrease in net investment income per share is also attributable to the 4% increase in weighted average
shares outstanding to 65.3 million for the three months ended June 30, 2020, primarily due to shares issued through the ATM Program (as defined in "Liquidity and Capital
ResourcesCapital Resources" below), shares issued pursuant to our equity incentive plans and shares issued pursuant to our dividend reinvestment plan.



Distributable net investment income for the three months ended June 30, 2020 decreased 19% to $34.1 million, or $0.52 per share,
compared with $42.0 million, or $0.67 per share, in the corresponding period of 2019. The decline in distributable net investment income was primarily due to the decreased level of total
investment income, partially offset by lower operating expenses, both as discussed above. Distributable net investment income on a per share basis for the three months ended June 30, 2020 also
reflects a greater number of average shares outstanding compared to the
corresponding period in 2019, as described above. The decline in distributable net investment income per share includes a decrease of $0.01 per share due to the increase in compensation expense as a
result of the increase in the fair value of the deferred compensation plan assets during the second quarter of 2020.

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The net increase in net assets resulting from operations for the three months ended June 30, 2020 was $43.4 million, or $0.66 per
share, compared with $38.3 million, or $0.61 per share, during the three months ended June 30, 2019. This $5.1 million increase from the prior year's comparable period was
primarily the result of (i) a $10.9 million benefit from the change in the income tax benefit (provision) and (ii) an $8.3 million increase in net unrealized appreciation
from portfolio investments, including the impact of accounting reversals relating to realized gains/income (losses), with these increases partially offset by (i) an $8.3 million decrease
in net investment income, as discussed above, and (ii) a $6.0 million increase in the net realized loss from investments. The net realized loss from investments of $8.6 million
for the three months ended June 30, 2020 was primarily the result of (i) realized losses of $9.9 million from the exit of three Middle Market investments, partially offset by the
net realized gain of $1.6 million resulting from the full exit of two LMM investments and the partial exit of another LMM investment.

The
following table provides a summary of the total net unrealized appreciation of $13.2 million for the three months ended June 30, 2020:



Three Months Ended June 30, 2020LMM(a)

Middle Market

Private Loan

Other

Total(dollars in millions)Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized
during the current period

$
(4.5
)
$
8.2

$
3.0

$


$
6.7Net unrealized appreciation (depreciation) relating to portfolio investments


(16.4
)

8.2


11.7


3.0
(b)

6.5​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total net unrealized appreciation (depreciation) relating to portfolio investments

$
(20.9
)
$
16.4

$
14.7

$
3.0

$
13.2​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total net unrealized appreciation













$
13.2​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


(a)LMM
includes unrealized appreciation on 20 LMM portfolio investments and unrealized depreciation on 22 LMM portfolio investments.(b)Other
includes (i) $7.5 million of unrealized appreciation relating to the External Investment Manager and (ii) $0.8 million of
unrealized appreciation relating to deferred compensation plan assets, partially offset by $5.2 million of net unrealized depreciation relating to the Other Portfolio.


The
income tax benefit for the three months ended June 30, 2020 of $7.5 million principally consisted of a deferred tax benefit of $8.0 million, which is primarily
the result of the net activity relating to our
portfolio investments held in our Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation/depreciation and other temporary book-tax differences, partially
offset by a current tax provision of $0.6 million related to a $0.4 million provision for current U.S. federal and state income taxes, as well as a $0.2 million provision for
excise tax on our estimated undistributed taxable income.

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Six Months Ended
June 30,

Net Change2020

2019

Amount

%(dollars in thousands)Total investment income

$
108,156

$
122,657

$
(14,501
)

(12
)%Total expenses


(40,317
)

(43,550
)

3,233


7
%​
​
​
​
​
​
​
​
​
​
​
​
​
​Net investment income


67,839


79,107


(11,268
)

(14
)%Net realized loss from investments


(30,449
)

(8,287
)

(22,162
)

NMNet realized loss on extinguishment of debt


(534
)

(5,689
)

5,155


NMNet unrealized appreciation (depreciation) from:Portfolio investments


(181,144
)

16,081


(197,225
)

NMSBIC debentures


460


4,945


(4,485
)

NM​
​
​
​
​
​
​
​
​
​
​
​
​
​Total net unrealized appreciation (depreciation)


(180,684
)

21,026


(201,710
)

NMIncome tax benefit (provision)


15,760


(6,502
)

22,262


NM​
​
​
​
​
​
​
​
​
​
​
​
​
​Net increase (decrease) in net assets resulting from operations

$
(128,068
)
$
79,655

$
(207,723
)

NM​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​






Six Months Ended
June 30,

Net Change2020

2019

Amount

%(dollars in thousands, except per share amounts)Net investment income

$
67,839

$
79,107

$
(11,268
)

(14
)%Share-based compensation expense


5,654


4,707


947


20
%​
​
​
​
​
​
​
​
​
​
​
​
​
​Distributable net investment income(a)

$
73,493

$
83,814

$
(10,321
)

(12
)%​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​Net investment income per shareBasic and diluted

$
1.04

$
1.27

$
(0.23
)

(18
)%​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​Distributable net investment income per shareBasic and diluted(a)

$
1.13

$
1.34

$
(0.21
)

(16
)%​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​


NMNot
Meaningful(b)Distributable
net investment income is net investment income as determined in accordance with U.S. GAAP, excluding the impact of share-based compensation
expense which is non-cash in nature. We believe presenting distributable net investment income and related per share amounts is useful and appropriate supplemental disclosure of information for
analyzing our financial performance since share-based compensation does not require settlement in cash. However, distributable net investment income is a non-U.S. GAAP measure and should not be
considered as a replacement to net investment income and other earnings measures presented in accordance with U.S. GAAP. Instead, distributable net investment income should be reviewed only in
connection with such U.S. GAAP measures in analyzing our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment
income is presented in the table above.




Total investment income for the six months ended June 30, 2020 was $108.2 million, a 12% decrease from the $122.7 million
of total investment income for the corresponding period of 2019. This comparable period decrease was principally attributable to (i) a $9.4 million decrease in dividend income from
Investment Portfolio equity investments, partially attributable to the current negative impact of the COVID-19 pandemic on certain of our portfolio companies' operating results, financial

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condition
and liquidity, as well as the uncertainty relative to the duration of the pandemic's effects and (ii) a $8.1 million decrease in interest income, primarily due to a decline in
floating interest rates on investment portfolio debt investments. These decreases were partially offset by a $3.0 million increase in fee income. The $14.5 million decrease in total
investment income in the six months ended June 30, 2020 includes the positive impact of a net increase of $2.7 million from accelerated prepayment, repricing and other income activity
considered less consistent or non-recurring.



Total expenses for the six months ended June 30, 2020 decreased to $40.3 million from $43.6 million in the corresponding
period of 2019. This decrease in operating expenses was principally attributable to a $4.3 million decrease in compensation expense, partially offset by a $0.9 million increase in
share-based compensation expense. The decrease in compensation expense is primarily related to (i) a $4.2 million decrease in cash incentive compensation accruals and (ii) a
$0.8 million decrease as a result of the change in the fair value of our deferred compensation plan assets, partially offset by a $0.6 million increase in base compensation-related
expenses.



Net investment income for the six months ended June 30, 2020 decreased 14% to $67.8 million, or $1.04 per share, compared to net
investment income of $79.1 million, or $1.27 per share, for the corresponding period of 2019. The decrease in net investment income was principally attributable to the decrease in total
investment income, partially offset by lower operating expenses, both as discussed above, as well as the 4% increase in weighted average shares outstanding to 64.9 million for the six months
ended June 30, 2020, primarily due to shares issued through the ATM Program (as defined in "Liquidity and Capital ResourcesCapital Resources" below), shares issued
pursuant to our equity incentive plans and shares issued pursuant to our dividend reinvestment plan.



Distributable net investment income for the six months ended June 30, 2020 decreased 12% to $73.5 million, or $1.13 per share,
compared with $83.8 million, or $1.34 per share, in the corresponding period of 2019. The decline in distributable net investment income was primarily due to the decreased level of total
investment income, partially offset by lower operating expenses, both as discussed above. Distributable net investment income on a per share basis for the six months ended June 30, 2020 also
reflects a greater number of average shares outstanding compared to the corresponding period in 2019, as described above. The decline in distributable net investment income on a per share basis
includes (i) an increase of $0.04 per share due to the increase in interest income from accelerated prepayment, repricing and other income activity considered non-recurring, as discussed above,
and (ii) an increase of $0.01 per share due to the decrease in compensation expense as a result of the decrease in the fair value of the deferred compensation plan assets.



The net increase (decrease) in net assets resulting from operations for the six months ended June 30, 2020 was $(128.1) million, or
$(1.97) per share, compared with $79.7 million, or $1.28 per share, during the six months ended June 30, 2019. This $207.7 million decrease from the prior year's comparable period
was primarily the result of (i) a $197.2 million decrease in net unrealized appreciation (depreciation) from portfolio investments, primarily caused by the adverse economic effects of
the COVID-19 pandemic, and including the impact of accounting reversals relating to realized gains/income (losses), (ii) a $22.2 million increase in the net realized loss from
investments, (iii) a $11.3 million decrease in net investment income, as discussed above, and (iv) a $4.5 million decrease in unrealized appreciation on the SBIC debentures
accounted for on a fair value basis,

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partially
offset by (i) a $22.3 million benefit from the change in the income tax benefit (provision) and (ii) a $5.2 million decrease in the net realized loss on
extinguishment of debt. The net realized loss from investments of $30.4 million for the six months ended June 30, 2020 was primarily the result of (i) the net realized loss of
$12.7 million from the exit of three LMM investments, (ii) the realized loss of $9.9 million from the exit of three Middle Market investments and (iii) the realized loss of
$7.1 million resulting from the partial exit of two LMM investments.

The
following table provides a summary of the total net unrealized depreciation of $180.7 million for the six months ended June 30, 2020:



Six Months Ended June 30, 2020LMM(a)

Middle Market

Private Loan

Other

Total(dollars in millions)Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized
during the current period

$
13.0

$
8.2

$
2.6

$


$
23.8Net unrealized depreciation relating to portfolio investments


(61.9
)

(64.1
)

(56.7
)

(22.3)
(b)

(205.0
)​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total net unrealized depreciation relating to portfolio investments

$
(48.9
)
$
(55.9
)
$
(54.1
)
$
(22.3
)
$
(181.2
)​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Unrealized appreciation relating to SBIC debentures(c)














0.5​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total net unrealized depreciation













$
(180.7
)​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
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​​
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​
​
​


(a)LMM
includes unrealized appreciation on 18 LMM portfolio investments and unrealized depreciation on 41 LMM portfolio investments.(b)Other
includes (i) $16.6 million of net unrealized depreciation relating to the Other Portfolio, (ii) $5.4 million of unrealized
depreciation relating to the External Investment Manager and (iii) $0.3 million of unrealized depreciation relating to deferred compensation plan assets.(c)Relates
to unrealized depreciation on the SBIC debentures previously issued by MSC II which were accounted for on a fair value basis.


The
income tax benefit for the six months ended June 30, 2020 of $15.8 million principally consisted of a deferred tax benefit of $16.0 million, which is primarily
the result of the net activity relating to our portfolio investments held in our Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation/depreciation and
other temporary book-tax differences, partially offset by a current tax provision of $0.3 million related to a $0.7 provision for excise tax on our estimated undistributed taxable income,
partially offset by a $0.4 million benefit for current U.S. federal and state income taxes.



This "Liquidity and Capital Resources" section should be read in conjunction with the "COVID-19 Update" section above.



For the six months ended June 30, 2020, we experienced a net increase in cash and cash equivalents in the amount of $13.3 million,
which is the net result of $39.7 million of cash provided by our operating activities and $26.4 million of cash used in our financing activities.

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The
$39.7 million of cash provided by our operating activities resulted primarily from (i) cash flows we generated from the operating profits earned totaling
$66.0 million, which is our distributable net investment income, excluding the non-cash effects of the accretion of unearned income, payment-in-kind interest income, cumulative dividends and
the amortization expense for deferred financing costs, (ii) cash proceeds totaling $235.6 million from the sales and repayments of debt investments and sales of and return on capital of
equity investments and (iii) cash proceeds of $2.4 million related to changes in other assets and liabilities, partially offset by cash uses totaling $264.3 million for the
funding of new portfolio company investments and settlement of accruals for portfolio investments existing as of December 31, 2019.

The
$26.4 million of cash used in our financing activities principally consisted of (i) $71.3 million in cash dividends paid to stockholders,
(ii) $22.0 million in repayment of SBIC debentures, (iii) $1.8 million for purchases of vested restricted stock from employees to satisfy their tax withholding requirements
upon the vesting of such restricted stock and (iv) $1.2 million for payment of deferred debt issuance costs, SBIC debenture fees and other costs, partially offset by
(i) $29.9 million in net cash proceeds from our ATM Program (described below) and direct stock purchase plan, (ii) $25.0 million in cash proceeds from the issuance of SBIC
debentures and (iii) $15.0 million in net proceeds from the Credit Facility.



As of June 30, 2020, we had $68.5 million in cash and cash equivalents and $425.0 million of unused capacity under the
Credit Facility, which we maintain to support our investment and operating activities. As of June 30, 2020, our net asset value totaled $1,370.9 million, or $20.85 per share.

The
Credit Facility, which provides additional liquidity to support our investment and operational activities, includes total commitments of $740.0 million from a diversified
group of 18 lenders. The Credit Facility matures in September 2023 and contains an accordion feature which allows us to increase the total commitments under the facility to up to $800.0 million
from new and existing lenders on the same terms and conditions as the existing commitments. Borrowings under the Credit Facility bear interest, subject to our election and resetting on a monthly basis
on the first of each month, on a per annum basis at a rate equal to the applicable LIBOR rate (0.2% as of June 30, 2020) plus (i) 1.875% (or the applicable base rate (Prime Rate of 3.25%
as of June 30, 2020) plus 0.875%) as long as we meet certain agreed upon excess collateral and maximum leverage requirements or (ii) 2.0% (or the applicable base rate plus 1.0%)
otherwise. We pay unused commitment fees of 0.25% per annum on the unused lender commitments under the Credit Facility. The Credit Facility is secured by a first lien on the assets of MSCC and its
subsidiaries, excluding the equity ownership or assets of the Funds and the External Investment Manager. The Credit Facility contains certain affirmative and negative covenants, including but not
limited to: (i) maintaining a minimum availability of at least 10% of the borrowing base, (ii) maintaining an interest coverage ratio of at least 2.0 to 1.0, (iii) maintaining an
asset coverage ratio (tangible net worth to Credit Facility borrowings) of at least 1.5 to 1.0 and (iv) maintaining a minimum tangible net worth. The Credit Facility is provided on a revolving
basis
through its final maturity date in September 2023, and contains two, one-year extension options which could extend the final maturity by up to two years, subject to certain conditions, including
lender approval. As of June 30, 2020, we had $315.0 million in borrowings outstanding under the Credit Facility, the interest rate on the Credit Facility was 2.0% (based on the LIBOR
rate of 0.2% as of the most recent reset date of June 1, 2020 plus 1.875%) and we were in compliance with all financial covenants of the Credit Facility.

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Through the Funds, we have the ability to issue SBIC debentures guaranteed by the SBA at favorable interest rates and favorable terms and conditions. Under
existing SBIC regulations, SBA-approved SBICs under common control have the ability to issue debentures guaranteed by the SBA up to a regulatory maximum amount of $350.0 million. Under existing
SBA-approved commitments, we had $314.8 million of outstanding SBIC debentures guaranteed by the SBA as of June 30, 2020 through our wholly owned SBICs, which bear a weighted-average
annual fixed interest rate of approximately 3.5%, paid semiannually, and mature ten years from issuance. The first maturity related to our SBIC debentures occurs in 2020, and the weighted-average
remaining duration is approximately 5.3 years as of June 30, 2020. During the six months ended June 30, 2020, Main Street issued $25.0 million of SBIC debentures and
opportunistically prepaid $22.0 million of existing SBIC debentures that were scheduled to mature over the next year as part of an effort to manage the maturity dates of the oldest SBIC
debentures. Debentures guaranteed by the SBA have fixed interest rates that equal prevailing 10-year Treasury Note rates plus a market spread and have a maturity of ten years with interest payable
semiannually. The principal amount of the debentures is not required to be paid before maturity, but may be pre-paid at any time with no prepayment penalty. We expect to issue new SBIC debentures
under the SBIC program in the future in an amount up to the regulatory maximum amount for affiliated SBIC funds.

In
November 2014, we issued $175.0 million in aggregate principal amount of 4.50% unsecured notes due 2019 (the "4.50% Notes due 2019") at an issue price of 99.53%. The 4.50%
Notes due 2019 bore interest at a rate of 4.50% per year payable semiannually on June 1 and December 1 of each year. On December 2, 2019, we repaid the entire principal amount of
the issued and outstanding 4.50% Notes due 2019, effective December 1, 2019 (the "Maturity Date"), at par value plus the accrued and unpaid interest thereon from June 1, 2019 through the
Maturity Date.

In
November 2017, we issued $185.0 million in aggregate principal amount of 4.50% unsecured notes due December 1, 2022 (the "4.50% Notes due 2022") at an issue price of
99.16%. The 4.50% Notes due 2022 are unsecured obligations and rank pari passu with our current and future unsecured indebtedness; senior to any of our future indebtedness that expressly provides it
is subordinated to the 4.50% Notes due 2022; effectively subordinated to all of our existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness,
including borrowings under our Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation,
the indebtedness of the Funds. The 4.50% Notes due 2022 may be redeemed in whole or in part at any time at our option subject to certain make-whole provisions. The 4.50% Notes due 2022 bear interest
at a rate of 4.50% per year payable semiannually on June 1 and December 1 of each year. We may from time to time repurchase the 4.50% Notes due 2022 in accordance with the 1940 Act and
the rules promulgated thereunder. As of June 30, 2020, the outstanding balance of the 4.50% Notes due 2022 was $185.0 million.

The
indenture governing the 4.50% Notes due 2022 (the "4.50% Notes due 2022 Indenture") contains certain covenants, including covenants requiring our compliance with (regardless of
whether we are subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring us to provide
financial information to the holders of the 4.50% Notes due 2022 and the Trustee if we cease to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations
and exceptions that are described in the 4.50% Notes due 2022 Indenture.

In
April 2019, we issued $250.0 million in aggregate principal amount of 5.20% unsecured Notes due May 1, 2024 (the "5.20% Notes") at an issue price of 99.125%.
Subsequently, in December 2019, we issued an additional $75.0 million of the 5.20% Notes at an issue price of 105.0%. The 5.20% Notes issued in December 2019 have identical terms as, and are a
part of a single series with, the 5.20% Notes issued in April 2019. The aggregate net proceeds from the 5.20% Notes issuances were used to repay a portion of the borrowings outstanding under the
Credit Facility. The 5.20% Notes are

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unsecured
obligations and rank pari passu with our current and future unsecured indebtedness; senior to any of our future indebtedness that expressly provides it is subordinated to the 5.20% Notes;
effectively subordinated to all of our existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under our Credit Facility;
and
structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation, the indebtedness of the Funds. The 5.20% Notes may be
redeemed in whole or in part at any time at our option subject to certain make-whole provisions. The 5.20% Notes bear interest at a rate of 5.20% per year payable semiannually on May 1 and
November 1 of each year. We may from time to time repurchase the 5.20% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of June 30, 2020, the outstanding
balance of the 5.20% Notes was $325.0 million.

The
indenture governing the 5.20% Notes (the "5.20% Notes Indenture") contains certain covenants, including covenants requiring our compliance with (regardless of whether we are subject
to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring us to provide financial information
to the holders of the 5.20% Notes and the Trustee if we cease to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are
described in the 5.20% Notes Indenture.

We
maintain a program with certain selling agents through which we can sell shares of our common stock by means of at-the-market offerings from time to time (the "ATM Program"). During
the six months ended June 30, 2020, we sold 907,515 shares of our common stock at a weighted-average price of $33.06 per share and raised $30.0 million of gross proceeds under the ATM
Program. Net proceeds were $29.6 million after commissions to the selling agents on shares sold and offering costs. As of June 30, 2020, sales transactions representing 15,000 shares had
not settled and are not included in shares issued and outstanding on the face of the consolidated balance sheet but are included in the weighted-average shares outstanding in the consolidated
statement of operations and in the shares used to calculate net asset value per share. As of June 30, 2020, 7,451,635 shares remained available for sale under the ATM Program.

During
the year ended December 31, 2019, we sold 2,247,187 shares of our common stock at a weighted-average price of $40.05 per share and raised $90.0 million of gross
proceeds under the ATM Program. Net proceeds were $88.8 million after commissions to the selling agents on shares sold and offering costs.

We
anticipate that we will continue to fund our investment activities through existing cash and cash equivalents, cash flows generated through our ongoing operating activities,
utilization of available borrowings under our Credit Facility, and a combination of future issuances of debt and equity capital. Our primary uses of funds will be investments in portfolio companies,
operating expenses and cash distributions to holders of our common stock.

We
periodically invest excess cash balances into marketable securities and idle funds investments. The primary investment objective of marketable securities and idle funds investments is
to generate incremental cash returns on excess cash balances prior to utilizing those funds for investment in our LMM, Middle Market and Private Loan portfolio investments. Marketable securities and
idle funds investments generally consist of debt investments, independently rated debt investments, certificates of deposit with financial institutions, diversified bond funds and publicly traded debt
and equity investments.

If
our common stock trades below our net asset value per share, we will generally not be able to issue additional common stock at the market price, unless our stockholders approve such a
sale and our Board of Directors makes certain determinations. We did not seek stockholder authorization to sell shares of our common stock below the then current net asset value per share of our
common stock at

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our
2020 annual meeting of stockholders because our common stock price per share has generally traded significantly above the net asset value per share of our common stock since 2011. We would
therefore need future approval from our stockholders to issue shares below the then current net asset value per share.

In
order to satisfy the Code requirements applicable to a RIC, we intend to distribute to our stockholders, after consideration and application of our ability under the Code to carry
forward certain excess undistributed taxable income from one tax year into the next tax year, substantially all of our taxable income. In addition, as a BDC, we generally are required to meet a
coverage ratio of total assets to total senior securities, which include borrowings and any preferred stock we may issue in the future, of at least 200% (or 150% if certain requirements are met). This
requirement limits the amount that we may borrow. In January 2008, we received an exemptive order from the SEC to exclude SBA-guaranteed debt securities issued by MSMF and any other wholly owned
subsidiaries of ours which operate as SBICs from the asset coverage requirements of the 1940 Act as applicable to us, which, in turn, enables us to fund more investments with debt capital.

Although
we have been able to secure access to additional liquidity, including through the Credit Facility, public debt issuances, leverage available through the SBIC program and equity
offerings, there is no assurance that debt or equity capital will be available to us in the future on favorable terms, or at all.



In August 2018, the SEC adopted rules (the "SEC Release") amending certain disclosure requirements intended to eliminate redundant, duplicative,
overlapping, outdated or superseded, in light of other SEC disclosure requirements, U.S. GAAP requirements or changes in the information environment. In part, the SEC Release requires an
investment company to present distributable earnings in total on the consolidated balance sheet and consolidated statements of changes
in net assets, rather than showing the three components of distributable earnings as previously shown. We adopted this part of the SEC Release during the year ended December 31, 2018. The
impact of the adoption of these rules on our consolidated financial statements was not material. Additionally, the SEC Release requires disclosure of changes in net assets within a registrant's
Form 10-Q filing on a quarter-to-date and year-to-date basis for both the current year and prior year comparative periods. We adopted the new requirement to present changes in net assets in
interim financial statements within Form 10-Q filings effective January 1, 2019. The adoption of these rules did not have a material impact on the consolidated financial statements.

In
March 2020, the FASB issued ASU 2020-04, "Reference rate reform (Topic 848)Facilitation of the effects of reference rate reform on financial reporting." The amendments in
this update provide optional expedients and exceptions for applying U.S. GAAP to certain contracts and hedging relationships that reference LIBOR or another reference rate expected to be
discontinued due to reference rate reform and became effective upon issuance for all entities. We have agreements that have LIBOR as a reference rate with certain portfolio companies and also with
certain lenders. Many of these agreements include language for choosing an alternative successor rate if LIBOR reference is no longer considered to be appropriate. Contract modifications are required
to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. We adopted this amendment in March 2020 and plan to
apply the amendments in this update to account for contract modifications due to changes in reference rates. We do not believe that it will have a material impact on its consolidated financial
statements and disclosures.

In
May 2020, the SEC adopted rules Release No. 33-10786 (the "Release"), Amendments to Financial Disclosures about Acquired and Disposed Businesses, amending
Rule 1-02(w)(2) used in the determination of a significant subsidiary. In part, the Release eliminated the use of the asset test, and

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amended
the income and investment tests for determining whether an unconsolidated subsidiary requires additional disclosure in the footnotes of the financial statements. We adopted the Release during
the quarter ended June 30, 2020. The impact of the adoption of these rules on our consolidated financial statements was not material.

From
time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by us as of the specified effective date. We believe that the
impact of recently issued standards and any that are not yet effective will not have a material impact on our consolidated financial statements upon adoption.



Inflation has not had a significant effect on our results of operations in any of the reporting periods presented herein. However, our portfolio
companies have experienced, and may in the future experience, the impacts of inflation on their operating results, including periodic escalations in their costs for labor, raw materials and
third-party services and required energy consumption.



We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our
portfolio companies. These instruments include commitments to extend credit and fund equity capital and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount
recognized in the balance sheet. At June 30, 2020, we had a total of $108.7 million in outstanding commitments comprised of (i) thirty-eight investments with commitments to fund
revolving loans that had not been fully drawn or term loans with additional commitments not yet funded and (ii) ten investments with equity capital commitments that had not been fully called.



As of June 30, 2020, the future fixed commitments for cash payments in connection with our SBIC debentures, the 4.50% Notes due 2022, the
5.20% Notes and rent obligations under our office lease for each of the next five years and thereafter are as follows:



2020

2021

2022

2023

2024

Thereafter

TotalSBIC debentures

$
20,000

$
40,000

$


$
16,000

$
63,800

$
175,000

$
314,800Interest due on SBIC debentures


5,483


9,707


8,692


8,438


6,990


20,144


59,4544.50% Notes due 2022








185,000











185,000Interest due on 4.50% Notes due 2022


4,163


8,325


8,325











20,8135.20% Notes due 2024














325,000





325,000Interest due on 5.20% Notes due 2024


8,450


16,900


16,900


16,900


8,450





67,600Operating Lease Obligation(1)


382


776


790


804


818


2,610


6,180​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total

$
38,478

$
75,708

$
219,707

$
42,142

$
405,058

$
197,754

$
978,847​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


(1)Operating
Lease Obligation means a rent payment obligation under a lease classified as an operating lease and disclosed pursuant to ASC 842, as may be modified or
supplemented.


As
of June 30, 2020, we had $315.0 million in borrowings outstanding under our Credit Facility, and the Credit Facility is currently scheduled to mature in September 2023.
The Credit Facility contains two, one-year extension options which could extend the maturity to September 2025, subject to lender

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approval.
See further discussion of the Credit Facility terms in "Liquidity and Capital ResourcesCapital Resources."



As discussed further above, the External Investment Manager is treated as a wholly owned portfolio company of MSCC and is included as part of
our Investment Portfolio. At June 30, 2020, we had a receivable of approximately $4.8 million due from the External Investment Manager, which included approximately $3.8 million
related primarily to operating expenses incurred by us as required to support the External Investment Manager's business and amounts due from the External Investment Manager to Main Street under a tax
sharing agreement (see further discussion above in "Critical Accounting PoliciesIncome Taxes") and approximately $1.1 million of dividends declared but not paid by the
External Investment Manager.

In
November 2015, our Board of Directors approved and adopted the Main Street Capital Corporation Deferred Compensation Plan (the "2015 Deferred Compensation Plan"). The 2015 Deferred
Compensation Plan became effective on January 1, 2016 and replaced the Deferred Compensation Plan for Non-Employee Directors previously adopted by the Board of Directors in June 2013 (the "2013
Deferred Compensation Plan"). Under the 2015 Deferred Compensation Plan, non-employee directors and certain key employees may defer receipt of some or all of their cash compensation and directors'
fees, subject to certain limitations. Individuals participating in the 2015 Deferred Compensation Plan receive distributions of their respective balances based on predetermined payout schedules or
other events as defined by the plan and are also able to direct investments made on their behalf among investment alternatives permitted from time to time under the plan, including phantom Main Street
stock units. As of June 30, 2020, $9.9 million of compensation and directors' fees had been deferred under the 2015 Deferred Compensation Plan (including amounts previously deferred
under the 2013 Deferred Compensation Plan). Of this amount, $5.0 million was deferred into phantom Main Street stock units, representing 152,633 shares of our common stock. Including phantom
stock units issued through dividend reinvestment and net of any shares distributed, the phantom stock units outstanding as of June 30, 2020 represented 154,179 shares of our common stock. Any
amounts deferred under the plan represented by phantom Main Street stock units will not be issued or included as outstanding on the consolidated statements of changes in net assets until such shares
are actually distributed to the participant in accordance with the plan, but the related phantom stock units are included in weighted-average shares outstanding with the related dollar amount of the
deferral included in total expenses in Main Street's consolidated statements of operations as earned. The dividend amounts related to additional phantom stock units are included in the statements of
changes in net assets as an increase to dividends to stockholders offset by a corresponding increase to additional paid-in capital.



During August 2020, we declared regular monthly dividends of $0.205 per share for each month of October, November and December of 2020. These
regular monthly dividends equal a total of $0.615 per share for the fourth quarter of 2020, unchanged from the regular monthly dividends paid in the fourth quarter of 2019. Including the regular
monthly dividends declared for the third and fourth quarters of 2020, we will have paid $29.60 per share in cumulative dividends since our October 2007 initial public offering.

In
July 2020, we announced that the External Investment Manager had entered into a definitive asset purchase agreement (the "HMS Purchase Agreement") under which it will become the sole
investment adviser and administrator to HMS Income, subject to certain closing conditions. The parties expect the transaction to be completed in the fourth quarter of 2020. Following the closing of
the transaction, the External Investment Manager will replace HMS Adviser as the investment adviser and

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administrator
to HMS Income. The base management fee rate under the External Investment Manager's proposed new investment advisory agreement with HMS Income, which has been unanimously approved by the
board of directors of HMS Income, will be reduced from 2.00% to 1.75%, with no changes to the incentive fee calculations. The consummation of the transactions contemplated by the asset purchase
agreement is subject to approval of the new investment advisory agreement by stockholders of HMS Income and other customary closing conditions. Post-closing, HMS Income is expected to change its name
to MSC Income Fund, Inc.

In
July 2020, we issued an additional $125.0 million aggregate principal amount of the 5.20% Notes at an issue price of 102.674%, for total net proceeds to us, resulting from the
issue price and after underwriting discounts and estimated offering expenses payable by us, of approximately $127.3 million. Following the issuance of the additional $125.0 million
aggregate principal amount of the 5.20% Notes in July 2020, the outstanding principal balance of the 5.20% Notes was $450.0 million. The 5.20% Notes issued in July 2020 have identical terms as,
and are a part of a single series with, the 5.20% Notes issued in April 2019 and in December 2019. The aggregate net proceeds from the 5.20% Notes issuances were used to repay a portion of the
borrowings outstanding under the Credit Facility.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including changes in interest rates, and changes in interest rates may affect both our interest
expense on the debt outstanding under our Credit Facility and our interest income from portfolio investments. Our risk management systems and procedures are designed to identify and analyze our risk,
to set appropriate policies and limits and to continually monitor these risks. Our investment income will be affected by changes in various interest rates, including LIBOR and prime rates, to the
extent that any debt investments include floating interest rates. See "Risk FactorsRisks Relating to Our Business and Structure -The interest rates of our floating-rate loans to our
portfolio companies and for any of our borrowings that extend beyond 2021 might be subject to change based on recent regulatory changes" included in our Form 10-K for the fiscal year ended
December 31, 2019 for more information regarding risks associated with our debt investments and borrowings that utilize LIBOR as a reference rate.

The
majority of our debt investments are made with either fixed interest rates or floating rates that are subject to contractual minimum interest rates for the term of the investment. As
of June 30, 2020, approximately 71% of our debt investment portfolio (at cost) bore interest at floating rates, 84% of which were subject to contractual minimum interest rates. Our interest
expense will be affected by changes in the published LIBOR rate in connection with our Credit Facility; however, the interest rates on our outstanding SBIC debentures, 4.50% Notes due 2022 and 5.20%
Notes, which collectively comprise the majority of our outstanding debt, are fixed for the life of such debt. As of June 30, 2020, we had not entered into any interest rate hedging
arrangements. Due to our limited use of derivatives, we have claimed an exclusion from the definition of the term "commodity pool operator" under the Commodity Exchange Act and, therefore, are not
subject to registration or regulation as a pool operator under such Act. The following table shows the approximate annualized increase or decrease in

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the
components of net investment income due to hypothetical base rate changes in interest rates, assuming no changes in our investments and borrowings as of June 30, 2020.



Basis Point Change

Increase
(Decrease)
in Interest
Income

(Increase)
Decrease
in Interest
Expense

Increase
(Decrease) in Net
Investment
Income

Increase
(Decrease) in Net
Investment
Income per
Share(dollars in thousands, except per share amounts)(150)

$
(1,099
)
$
544

$
(555
)
$
(0.01
)(125)


(1,029
)

544


(485
)

(0.01
)(100)


(921
)

544


(377
)

(0.01
)(75)


(813
)

544


(269
)

(50)


(706
)

544


(162
)

(25)


(547
)

544


(3
)

25


675


(788
)

(113
)

50


1,374


(1,575
)

(201
)

75


2,380


(2,363
)

17


100


5,036


(3,150
)

1,886


0.03125


8,036


(3,938
)

4,098


0.06150


11,210


(4,725
)

6,485


0.10


The
hypothetical results assume that all LIBOR and prime rate changes would be effective on the first day of the period. However, the contractual LIBOR and prime rate reset dates would
vary throughout the period, on either a monthly or quarterly basis, for both our investments and our Credit Facility. The hypothetical results would also be impacted by the changes in the amount of
debt outstanding under our Credit Facility (with an increase (decrease) in the debt outstanding under the Credit Facility resulting in an (increase) decrease in the hypothetical interest expense).

Item 4.Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer, President, Chief Financial Officer, Chief Compliance Officer and Chief Accounting Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act). Based on that evaluation, our Chief Executive Officer, President, Chief Financial Officer, Chief Compliance
Officer and Chief Accounting Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to us that is required to
be disclosed in the reports we file or submit under the Exchange Act. There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30,
2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal controls
over financial reporting despite the fact that many of our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our
internal controls to minimize the impact on their design and operating effectiveness.

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PART IIOTHER INFORMATION

Item 1.Legal Proceedings

We may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise. Furthermore,
third parties may seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with
certainty, we do not expect any current matters will materially affect our financial condition or results of operations; however, there can be no
assurance whether any pending legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.

Item 1A.Risk Factors

You should carefully consider the risks described below and all other information contained in this Quarterly Report on Form 10-Q,
including our interim financial statements and the related notes thereto, before making a decision to purchase our securities. The risks and uncertainties described below are not the only ones facing
us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or
operating results, as well as the market price of our securities.

In
addition to the other information set forth in this report, you should carefully consider the risk factors previously disclosed in our Annual Report on Form 10-K for the year
ended December 31, 2019 that we filed with the SEC on February 28, 2020 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 that we filed with the
SEC on May 8, 2020, which could materially affect our business, financial condition or operating results.

We cannot assure you that the transactions contemplated by the HMS Purchase Agreement will close, and any failure of the closing to occur could have a material adverse effect
on our business, financial condition and results of operations.

The
closing of the transactions contemplated by the HMS Purchase Agreement is conditioned on: (i) the requisite approval of the External Investment Manager's new investment
advisory agreement by HMS Income's stockholders; (ii) the resignations of certain current members of the HMS Income board of directors and the appointment to the board of directors of two new
disinterested directors so that at least seventy-five percent (75%) of the members of the board of directors are not interested directors; (iii) the resignation of the Company's existing
officers and the election or appointment of Dwayne L. Hyzak as Chief Executive Officer, Brent D. Smith as Chief Financial Officer and Jason B. Beauvais as Senior Vice President, General Counsel and
Chief Compliance Officer; (iv) the receipt of consents from HMS Income's lenders under two credit facilities; (v) the release of any liens on the HMS Adviser's assets; (vi) HMS
Income's entry into a non-exclusive, royalty-free license agreement with Main Street to use the name "Main Street," "MSC" or similar derivations thereof in HMS Income's name; and (vii) other
customary closing conditions, including that there has been no material adverse effect. We cannot assure you of the timing of the closing of the transactions contemplated by the HMS Purchase Agreement
and whether and when the new investment advisory agreement will be effective. Any failure of the closing to occur could have a material adverse effect on our business, financial condition and results
of operations.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended June 30, 2020, we issued 146,229 shares of our common stock under our dividend reinvestment plan. These
issuances were not subject to the registration requirements of the Securities Act of 1933, as amended. The aggregate value of the shares of common

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stock
issued during the three months ended June 30, 2020 under the dividend reinvestment plan was approximately $4.2 million.

Upon
vesting of restricted stock awarded pursuant to our employee equity compensation plan, shares may be withheld to meet applicable tax withholding requirements. Any withheld shares
are treated as common stock purchases by the Company in our consolidated financial statements as they reduce the number of shares received by employees upon vesting (see "Purchase of vested stock for
employee payroll tax withholding" in the consolidated statements of changes in net assets for share amounts withheld).

Item 6.Exhibits

Listed below are the exhibits which are filed as part of this report (according to the number assigned to them in Item 601 of
Regulation S-K):



Exhibit
Number

Description of Exhibit10.1

First Amendment to Third Amended and Restated Credit Agreement dated May 28, 2020.31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.31.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.32.1

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).32.2

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.



Main Street Capital CorporationDate: August 7, 2020

/s/ DWAYNE L. HYZAK Dwayne L. Hyzak Chief Executive Officer
(principal executive officer)Date: August 7, 2020

/s/ BRENT D. SMITH Brent D. Smith Chief Financial Officer and Treasurer
(principal financial officer)Date: August 7, 2020

/s/ LANCE A. PARKER Lance A. Parker Vice President and Chief Accounting Officer
(principal accounting officer)


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