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Note 13 - MRCC Merger
6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Asset Acquisition [Text Block]

Note 13. MRCC Merger

 

On April 14, 2026, in connection with the closing of the Merger, the Company received approximately $141.3 million in cash and issued 20,370,645 shares of its common stock in the aggregate, or 0.9402 shares of its common stock for each share of MRCC common stock, to MRCC stockholders (and payment of cash in lieu of fractional shares). Former MRCC stockholders and legacy stockholders of the Company own 29.86% and 70.14% of the combined company, respectively, immediately following the closing of the Merger.

 

The Merger was accounted for in accordance with the asset acquisition method of accounting as detailed in ASC Topic 805. The assets acquired from MRCC consisted of cash and cash equivalents, interest receivable and accrued expenses, which were recorded at fair value and equal to the purchase price. No gain or loss or premium or discount was recorded in connection with the Merger. Transaction costs directly attributable to the Merger of $4.4 million were recorded as an expense.

 

The Merger was considered a tax-free reorganization and the Company has elected to carry forward the historical cost basis of the MRCC investments for tax purposes.

 

In connection with the completion of the Mergers, the Company and the Advisor entered into the Letter Agreement, pursuant to which HRZN Advisor agreed to waive an aggregate of $4.0 million in base management fees and/or incentive fees (each as defined in the Investment Management Agreement) due and payable to the Advisor pursuant to the terms of the Investment Management Agreement at the rate of $1.0 million per fiscal quarter commencing with the quarter ending September 30, 2026. The Fee Waiver will be in effect until the end of the fiscal quarter ending June 30, 2027 and, for each applicable fiscal quarter, will not exceed the total amount of Base Management Fees and Incentive Fees earned by the Advisor during such fiscal quarter.