Main Street Capital Corp美股招股说明书(2025-03-05版)

We have entered into separate equity distribution agreements, each dated March4, 2025, with RBC Capital Markets, LLC, Truist Securities, Inc., Raymond James& Associates, Inc., and B. Riley Securities, Inc., each a “Sales Agent” and, collectively, the “Sales Agents,” relating to the shares of common stock offered by thisprospectus supplement and the accompanying prospectus. The equity distribution agreements provide that we may offer and sell up to 20,000,000 shares of our commonstock from time to time through the Sales Agents. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be madein negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended (the “SecuritiesAct”), including sales made directly on the New York Stock Exchange (“NYSE”) or similar securities exchange or sales made to or through a market maker other thanon an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at other negotiated prices. See “Plan of Distribution.” Asof the date of this prospectus supplement, we have not sold any shares of our common stock under the equity distribution agreements. We are a principal investment firm primarily focused on providing customized long-term debt and equity capital solutions to lower middle market (“LMM”)companies (our “LMM investment strategy”) and debt capital to private (“Private Loan”) companies owned by or in the process of being acquired by a private equityfund (our “Private Loan investment strategy”). Our LMM investment strategy involves investments in companies that generally have annual revenues between$10million and $150million and our LMM portfolio investments generally range in size from $5million to $125million. Our Private Loan investment strategyinvolves investments in companies that are consistent with the size of the companies in our LMM and Middle Market (as defined below) investment strategies, and ourPrivate Loan investments generally range in size from $10million to $100million. We also maintain a legacy portfolio of investments in larger middle market (“Middle Market”) companies (our “Middle Market investment portfolio”) and alimited portfolio of other portfolio (“Other Portfolio”) investments. Our Middle Market investments are generally debt investments in companies owned by privateequity funds that were originally issued through a syndication financing process. We have generally stopped making new Middle Market investments and expect the sizeof our Middle Market investment portfolio to continue to decline in future periods as our existing Middle Market investments are repaid or sold. Our Middle Marketdebt investments generally range in size from $3 million to $25 million, are generally secured by a first priority lien on the assets of the portfolio company and typicallyhave an expected duration of between three and seven years from the original investment date. We are an internally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company(“BDC”) under the Investment Company Act of 1940, as amended. Our principal investment objective is to maximize our investment portfolio’s total return bygenerating current income from our debt investments and current income 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 common stock is listed on the NYSE under the symbol “MAIN.” On March3, 2025, the last reported sale price of our common stock on the NYSE was$60.52 per share, and the net asset value per share of our common stock on December 31, 2024 (the last date prior to the date of this prospectus supplement on whichwe determined our net asset value per share) was $31.65. Under the terms of the equity distribution agreements, the Sales Agents will receive a commission from us equal to up to 1.0% of the gross sales price of anyshares of our common stock sold through the Sales Agents under the equity distribution agreements. The Sales Agents are not required to sell any specific number ordollar amount of common stock, but will use their commercially reasonable efforts consistent with their sales and trading practices to sell the shares of our commonstock offered by this prospectus supplement and the accompanying prospectus. We may also sell shares of our common stock directly to a Sales Agent, as principal forits own respective account, at a price agreed upon at the time of sale. If we sell shares to a Sales Agent as principal, we will enter into a separate terms agreement withthe applicable Sales Agent, setting forth the terms of such transaction, and we will describe the agreement in a separate prospectus supplement. See “Plan ofDistribution” beginning on pageS-9of this prospectus