8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________________________

FORM 8-K

__________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 18, 2022

__________________________________________________________________________

Main Street Capital Corporation

(Exact name of registrant as specified in its charter)

Maryland	001-33723	41-2230745
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1300 Post Oak Boulevard, 8th Floor, Houston, Texas	77056
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:   713-350-6000

Not Applicable

___________________________________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MAIN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

Item 2.02    Results of Operations and Financial Condition..

On October 18, 2022, the Registrant issued a press release announcing certain preliminary estimates of its financial condition and results of operations for its fiscal quarter ended September 30, 2022, as well as other information. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information disclosed herein, including Exhibit 99.1 hereto, shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall be deemed incorporated by reference into the Registrant’s filings made under the Securities Act of 1933, as amended; provided, however, that information contained on the Company’s website referred to in the press release attached hereto as Exhibit 99.1 is not incorporated by reference herein or in Exhibit 99.1 and is not a part of this Form 8-K or Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release dated October 18, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	Main Street Capital Corporation
Date: October 18, 2022	By:	/s/ Jason B. Beauvais
		Name:    Jason B. Beauvais
		Title:      General Counsel

EX-99.1

Exhibit 99.1

	NEWS RELEASE
	Contacts: Main Street Capital Corporation Dwayne L. Hyzak, CEO, dhyzak@mainstcapital.com Jesse E. Morris, CFO and COO, jmorris@mainstcapital.com 713-350-6000 Dennard Lascar Investor Relations Ken Dennard / ken@dennardlascar.com Zach Vaughan / zvaughan@dennardlascar.com 713-529-6600

Main Street Announces Preliminary Estimate of Third Quarter 2022 Operating Results

HOUSTON – October 18, 2022 – Main Street Capital Corporation (NYSE: MAIN) (“Main Street” or the “Company”) is pleased to announce its preliminary operating results for the third quarter of 2022.

Preliminary Estimates of Third Quarter 2022 Results

In commenting on the Company’s operating results for the third quarter of 2022, Dwayne L. Hyzak, Main Street’s Chief Executive Officer, stated, “We are very pleased with our third quarter results which include new quarterly records for net investment income per share and distributable net investment income per share. These results include positive contributions from each of our core strategies, demonstrating the continued strength of our overall platform, the benefits of our differentiated and diversified investment strategies and the quality of our portfolio companies. We also continue to maintain an attractive pipeline of investment opportunities across both our lower middle market and private loan investment strategies. As a result of our strong performance, distributable net investment income for the third quarter exceeded our regularly monthly dividends paid by over 25%.”

Main Street’s preliminary estimate of third quarter 2022 net investment income (“NII”) is $0.82 to $0.84 per share. Main Street’s preliminary estimate of third quarter 2022 distributable net investment income (“DNII”), which is NII before non-cash compensation expense, is $0.87 to $0.89 per share.(1)

Main Street’s preliminary estimate of net asset value (“NAV”) per share as of September 30, 2022 is $25.92 to $25.97, representing an increase of approximately $0.55 to $0.60 per share, or 2.2% to 2.4%, from the NAV per share of $25.37 as of June 30, 2022, with this increase after the impact of the supplemental dividend paid in September 2022 of $0.10 per share. The estimated increase in NAV per share is primarily due to the record estimated NII described above in excess of the regular monthly dividends of $0.645 per share and supplemental dividend of $0.10 per share paid in the third quarter,

the accretive impact from equity issuances during the quarter and net realized gains from our investment portfolio, partially offset by the impact of net unrealized depreciation from our investment portfolio.

Investment Portfolio Activity

The Company’s third quarter of 2022 operating activities include the following investment activity in its LMM, private loan and middle market investment strategies:

•$111.5 million in total LMM portfolio investments, which after aggregate repayments of debt principal and return of invested equity capital from several LMM portfolio investments, resulted in a net increase of $84.5 million in the cost basis of our LMM investment portfolio;

•a net increase of $174.3 million in the cost basis of our private loan investment portfolio; and

•a net decrease of $1.1 million in the cost basis of our middle market investment portfolio.

ABOUT MAIN STREET CAPITAL CORPORATION

Main Street (www.mainstcapital.com) is a principal investment firm that primarily provides long-term debt and equity capital to lower middle market companies and debt capital to middle market companies. Main Street’s portfolio investments are typically made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in diverse industry sectors. Main Street seeks to partner with entrepreneurs, business owners and management teams and generally provides “one stop” financing alternatives within its lower middle market investment strategy. Main Street’s lower middle market companies generally have annual revenues between $10 million and $150 million. Main Street’s middle market debt investments are made in businesses that are generally larger in size than its lower middle market portfolio companies.

Main Street, through its wholly owned portfolio company MSC Adviser I, LLC (“MSC Adviser”), also maintains an asset management business through which it manages investments for external parties. MSC Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended.

FORWARD-LOOKING STATEMENTS AND OTHER MATTERS

Main Street cautions that statements in this press release which are forward‑looking and provide other than historical information, including but not limited to the preliminary estimates of third quarter 2022 financial information and results, are based on current conditions and information available to Main Street as of the date hereof. Although its management believes that the expectations reflected in those forward‑looking statements are reasonable, Main Street can give no assurance that those expectations will prove to be correct. Those forward-looking statements are made based on various underlying assumptions and are subject to numerous uncertainties and risks, including, without limitation, such factors described under the captions “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors” included in Main Street’s filings with the Securities and Exchange Commission (www.sec.gov) (the “SEC”). Main Street undertakes no obligation to update the information contained herein to reflect subsequently occurring events or circumstances, except as required by applicable securities laws and regulations.

The preliminary estimates of third quarter 2022 financial information and results furnished above are based on Main Street management’s preliminary determinations and current expectations, and such information is inherently uncertain. The preliminary estimates are subject to completion of Main Street’s customary quarter-end closing and review procedures and third-party review, including the determination of the fair value of Main Street’s portfolio investments. As a result, actual results could differ materially from the current preliminary estimates based on adjustments made during Main Street’s quarter-end closing and review procedures and third-party review, and Main Street’s reported information in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 may differ from this information, and any such differences may be material. In addition, the information furnished above does not include all of the information regarding Main Street’s financial condition and results of operations for the quarter ended September 30, 2022 that may be important to readers. As a result, readers are cautioned not to place undue reliance on the information furnished in this press release and should view this information in the context of Main Street’s full third quarter 2022 results when such results are disclosed by Main Street in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022. The information furnished in this press release is based on current Main Street management expectations that involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, such information.

Main Street has an existing effective shelf registration statement on Form N-2 on file with the SEC relating to the offer and sale from time to time of its securities. Investors are advised to carefully consider the investment objective, risks and charges and expenses of Main Street before investing in any of Main Street’s securities. The prospectus included in the shelf registration statement, together with any related prospectus supplement, contain this and other information about Main Street and should be read carefully before investing. A copy of the prospectus and any related prospectus supplement may be obtained by contacting Main Street.

(1)Distributable net investment income is net investment income as determined in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP, excluding the impact of non-cash compensation expense, which includes both share-based compensation expense and deferred compensation expense or benefit. Main Street believes presenting distributable net investment income per share is useful and appropriate supplemental disclosure for analyzing its financial performance, since share-based compensation does not require settlement in cash and deferred compensation expense or benefit does not result in a net cash impact to Main Street upon settlement. However, distributable net investment income is a non-U.S. GAAP measure and should not be considered as a replacement for 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 Main Street’s financial performance. In order to reconcile estimated distributable net investment income per share to estimated net investment income per share in accordance with U.S. GAAP for the third quarter of 2022, $0.04 to $0.05 per share of estimated non-cash compensation expense is added back to calculate estimated distributable net investment income per share.

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Cover	Oct. 14, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 18, 2022
Entity Registrant Name	Main Street Capital Corporation
Entity Incorporation, State or Country Code	MD
Securities Act File Number	001-33723
Entity Tax Identification Number	41-2230745
Entity Address, Address Line One	1300 Post Oak Boulevard
Entity Address, Address Line Two	8th Floor
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77056
City Area Code	713
Local Phone Number	350-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	MAIN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001396440
Amendment Flag	false