HRZN News & Events

Horizon Technology (HRZN) announced its board of directors' intent to supplement Horizon's regular monthly distributions to Horizon stockholders following the closing of the pending merger between Horizon and Monroe Capital (MRCC). As previously announced, following the merger, Horizon will be the surviving public entity and will continue to be managed by Horizon Technology Finance Management and trade on the Nasdaq under the symbol (HRZN).

Monroe Capital Corporation announced its intent to increase the amount of its final special distribution payable to legacy MRCC stockholders of record as of a time prior to the closing of its previously announced merger with Horizon Technology Finance Corporation by $13M, contingent upon MRCC stockholder approval of the Merger and related closing conditions. As previously announced, following the Merger, HRZN will be the surviving public entity and will continue to be managed by Horizon Technology Finance Management and trade on the NASDAQ under the symbol "HRZN". In addition, to create near-term value for the combined company stockholders, including MRCC legacy stockholders, HRZN's Board of Directors has announced its intent to use HRZN's current undistributed taxable earnings of $27.6M as of December 31, 2025 to supplement HRZN's regular monthly distributions to the combined company's stockholders for two quarters following the closing of the Merger subject to the closing of the Merger and the HRZN Board's declaration of the distributions. HRZN anticipates that the HRZN Supplemental Distributions for the first quarter post-closing will be in the range of at least $0.02 to $0.04 per share per month. In its consideration of declaration of any HRZN Supplemental Distributions, the HRZN Board will consider, among other things, HRZN's ongoing compliance with asset coverage ratio requirements under the Investment Company Act of 1940, HRZN's compliance with applicable financial and other operating covenants under HRZN's financing agreements, and HRZN's general investment performance and available liquidity, as well as general market conditions at the time. In addition to MRCC's planned pre-Merger closing distribution to MRCC stockholders of MRCC's undistributed taxable earnings, which totaled $2.9 million as of December 31, 2025, MRCC intends to pay to legacy MRCC stockholders a one-time cash distribution of $13.0 million following MRCC's sale for cash of substantially all of its assets to Monroe Capital Income Plus Corporation, the Monroe Capital platform's privately offered business development company. The Pre-Merger Closing Distribution is expected to be approximately $15.9 million in total. The Pre-Merger Closing Distribution will be sourced from the net proceeds received by MRCC from MCIP in the pre-Merger asset sale, which will occur immediately prior to the Merger pending requisite stockholder approval and completion of other closing conditions. The Pre-Merger Closing Distribution will be payable to MRCC stockholders of record as of a time prior to effectiveness of the Merger. Payment of the Pre-Merger Closing Distribution is contingent upon the closing conditions set forth in the definitive agreement relating to the asset sale and merger, including receipt of MRCC stockholder approval of the MRCC proposals relating to the transactions to be voted on at MRCC's special meeting of stockholders currently scheduled for March 13, 2026 and receipt of HRZN stockholder approval of the HRZN proposals relating to the transactions to be voted on at HRZN's special meeting of stockholders currently scheduled for March 13, 2026, each as described in MRCC and HRZN's joint proxy statement/prospectus.

Bulldog Investors, one of the largest shareholders of Monroe Capital Corporation (MRCC), holding 954,816 shares, announced that it is urging Monroe's Board of Directors to reconsider the proposed merger of Monroe into Horizon Technology Finance Corporation (HRZN). When the proposed merger of Monroe into Horizon on a net asset value for NAV basis was announced seven months ago, shareholders of Monroe were told that they would "realize [an] immediate 33% NAV premium to current trading price," which was $6.21 at that time and a discount to its NAV of $8.29. At that time, Horizon's shares were trading at a premium of about 12% above its NAV. An illustration of the merger benefits indicated to shareholders of Monroe that, assuming no significant changes occurred prior to the merger, they would receive shares of Horizon with a market value of about $8.56 per share (which was higher than both the market price of Monroe and its NAV) and that paid a dividend of 11 cents per month, thereby making the proposed transaction quite compelling. Since then, the value of the merger consideration to Monroe's shareholders has dramatically declined, Bulldog said. The coup de grace was a shocking announcement a few days ago by Horizon that it is slashing its monthly dividend by 45% from 11 cents to 6 cents. Since then, Horizon's share price has fallen by almost 25% (equivalent to almost two years of its new lower dividend) and Monroe's shares have fallen in lockstep by a similar percentage to close yesterday at $4.50. Meanwhile, for the past seven months, investors have been kept in the dark about that massive dividend cut that Horizon's Board should have known about from day one. Phillip Goldstein, a managing partner of Bulldog, stated: "What appeared to be an attractive transaction for Monroe shareholders last August has unraveled just a few days before the special meeting to vote on the merger. Given that Monroe's most recent NAV is $7.68 or 70% above its current market price, we think that, absent improved terms, the merger with Horizon is not in the best interest of Monroe's stockholders. Consequently, we urge the Board to consider restructuring the merger. Alternatively, the Board should consider other measures to maximize shareholder value including letting Monroe gradually wind down and making cash distributions to shareholders."