​

​

​

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

​

Main Street Capital Corporation

__________________________________________

(Exact name of registrant as specified in its charter)

​

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:

​

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

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

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

[  ]  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:

​

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 [  ]  

​

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. [  ]

​

​

​

​

​

​

On March 3, 2022, Main Street Capital Corporation (“Main Street”) filed with the Securities and Exchange Commission (“SEC”) a prospectus supplement (the “ATM Prospectus Supplement”), pursuant to which Main Street may, but has no obligation to, issue and sell up to 15,000,000 shares (the “Shares”) of its common stock, par value $0.01 per share (the “Common Stock”), in amounts and at times to be determined by Main Street. Actual sales will depend on a variety of factors to be determined by Main Street from time to time, including, among others, market conditions, the trading price of Main Street’s Common Stock and determinations by Main Street of the appropriate sources of funding. Main Street intends to initially use the net proceeds from this offering to repay outstanding debt borrowed under its credit facility and then, through re-borrowing under the credit facility, to make investments in accordance with its investment objective and strategies, to make investments in marketable securities and idle funds investments, to pay operating expenses and other cash obligations, and for general corporate purposes.

In connection with the offering, Main Street entered into separate equity distribution agreements (collectively, the “Equity Distribution Agreements”), each dated March 3, 2022, with Truist Securities, Inc., RBC Capital Markets, LLC, Raymond James & Associates, Inc., Comerica Securities, Inc. and SMBC Nikko Securities America, Inc., each a “Sales Agent” and, collectively, the “Sales Agents.” The Equity Distribution Agreements provide that Main Street may offer and sell the Shares from time to time through the Sales Agents, or to them, as principal for their own account. Sales of the Shares, if any, may be made in 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, including sales made directly on the New York Stock Exchange or a similar securities exchange or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices. The Sales Agents will receive a commission from Main Street equal to up to 1.0% of the gross sales price of any Shares sold through the Sales Agents under the Equity Distribution Agreements. The Equity Distribution Agreements contain customary representations, warranties and agreements of Main Street, conditions to the Sales Agents’ obligations, indemnification rights and covenants of the parties and termination provisions.

The foregoing description of the Equity Distribution Agreements is not complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreements, a form of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

The offering will be made pursuant to the ATM Prospectus Supplement and a related prospectus dated March 3, 2022, which constitute a part of Main Street’s effective shelf registration statement on Form N-2 (File No. 333-263258) that was filed with the SEC on March 3, 2022 (the “Registration Statement”).

Additionally, on March 3, 2022, Main Street filed with the Securities Exchange Commission a prospectus supplement (the “DRSPP Prospectus Supplement”) to the prospectus included in the Registration Statement, relating to 1,000,000 shares of Common Stock issuable pursuant to the direct stock purchase feature of Main Street’s dividend reinvestment and direct stock purchase plan (the “Plan”).

The above summary is not complete and is qualified in its entirety by reference to the full text of the Plan, which is incorporated by reference herein as Exhibit 99.1.

Copies of the opinions of Dechert LLP relating to the legality of the shares of Common Stock to be issued pursuant to (i) the ATM Prospectus Supplement and (ii) the DRSPP Prospectus Supplement are attached hereto as Exhibits 5.1 and 5.2, respectively.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

​

​

​

(d) Exhibits

​

​

​

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.

​