Statement Summary
On May 14, 2025, the SEC issued an order regarding MidCap Financial Investment Corporation and affiliated entities, permitting them to engage in certain joint transactions typically prohibited under the Investment Company Act of 1940. The order allows registered closed-end management investment companies and business development companies to co-invest in portfolio companies with each other and their affiliated firms. An application to this effect was filed on March 14, 2025, with amendments following in April. The SEC provided a public notice and offered an opportunity for hearings, but no requests for such were made. The Commission determined that the transactions are consistent with the Act’s provisions, policies, and purposes, thus granting the requested relief effective immediately, under specific conditions outlined in the application.
Original Statement
UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
INVESTMENT COMPANY ACT OF 1940
Release No. 35588 / May 14, 2025
In the Matter of:
- MidCap Financial Investment Corporation
- Apollo Debt Solutions BDC
- Apollo Diversified Credit Fund
- Apollo S3 Private Markets Fund
- MidCap Apollo Institutional Private Lending
- Lord Abbett Flexible Income Fund
- Apollo Diversified Real Estate Fund
- Apollo Origination II (Levered) Capital Trust
- Apollo Origination II (UL) Capital Trust
- Merx Aviation Finance, LLC
- Apollo Investment Management, L.P.
- Apollo Credit Management, L.P.
- Apollo Capital Credit Adviser, L.P.
- Apollo S3 RIC Management, L.P.
- Apollo Real Estate Fund Adviser, L.P.
- and certain of their affiliated entities as described in Appendix A to the application
9 West 57th Street
New York, NY 10019
812-15725ORDER UNDER SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER THE ACT
MidCap Financial Investment Corporation, et al. filed an application on March 14, 2025, and amendments to the application on April 4, 2025, and April 11, 2025, requesting an order under sections 17(d) and 57(i) of the Investment Company Act of 1940 (the “Act”) and rule 17d-1 under the Act that would permit certain joint transactions otherwise prohibited by sections 17(d) and 57(a)(4) of the Act and rule 17d-1 under the Act. The order would permit certain registered closed-end management investment companies and business development companies (collectively, the “Regulated Funds”) to co-invest in portfolio companies with each other and with certain affiliated investment entities.
On April 16, 2025, a notice of the filing of the application was issued (Investment Company Act Release No. 35540). The notice gave interested persons an opportunity to request a hearing and stated that an order disposing of the application would be issued unless a hearing was ordered. No request for a hearing has been filed, and the Commission has not ordered a hearing.
The matter has been considered and it is found, on the basis of the information set forth in the application, as amended, that participation by the Regulated Funds in the proposed transactions is consistent with the provisions, policies and purposes of the Act and is on a basis no less advantageous than that of other participants.
Accordingly, IT IS ORDERED, under sections 17(d) and 57(i) of the Act and rule 17d-1 under the Act, that the relief requested by MidCap Financial Investment Corporation, et al. (File No. 812-15725) is granted, effective immediately, subject to the conditions contained in the application, as amended.
For the Commission, by the Division of Investment Management, under delegated authority.
Sherry R. Haywood,
Assistant Secretary.
