Ares Capital to Acquire MidCap Financial in $2.6 Billion Deal

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Ares Capital Corporation and MidCap Financial Investment Corporation announced on October 27 that they have entered into a definitive merger agreement under which Ares Capital will acquire MidCap Financial in a stock-and-cash transaction with a total enterprise value of approximately $2.6 billion, the companies said in a release distributed by Business Wire. MidCap Financial stockholders are expected to receive total consideration of $10.88 per fully diluted share, consisting of approximately $1.21 in cash, provided by a subsidiary of Ares Management, and approximately $9.67 in Ares Capital common stock, before an adjustment for a special dividend MidCap Financial plans to pay before the deal closes.

The price represents a premium of approximately 30.1% to MidCap Financial’s closing share price on October 26, the last trading day before the announcement, the companies said. Both boards approved the transaction unanimously, with MidCap Financial’s board acting on the unanimous recommendation of a special committee of its independent directors.

The companies said the deal will further strengthen Ares Capital’s position as the largest publicly traded business development company and Ares Management’s position as a leading direct lending platform to U.S. middle-market companies, the beat followed by our Corporate America desk. Ares Capital said the transaction is expected to be modestly accretive to its core earnings per share and to support future dividends, and that at closing the combined portfolio is expected to cover more than 800 portfolio companies and over $31 billion of investments at fair value as of September 30, 2026. “We’re excited to announce our acquisition of MFIC, which we believe reinforces our leading competitive position, advances our strategic goals and enhances the earnings power of our company,” Ares Capital Chief Executive Officer Kort Schnabel said in the release.

Before the closing, MidCap Financial expects to declare and pay a special dividend distributing all of its undistributed taxable income estimated to remain as of the closing, and the Ares Capital stock consideration will be reduced dollar for dollar to account for it. Apollo affiliates that together beneficially own 5.2% of MidCap Financial’s shares have signed voting and support agreements in favor of the deal. The transaction is expected to close in the first half of 2027, subject to approval by MidCap Financial’s stockholders, applicable regulatory approvals and other customary closing conditions, and Ares Capital’s board and management team are expected to remain in place.

Sources: Ares Capital Corporation and MidCap Financial Investment Corporation press release via Business Wire, October 27, 2026; Reuters, October 27, 2026.

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