Edgar Filing: Main Street Capital CORP

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TABLE OF CONTENTS

Filed Pursuant to Rule 497

Registration Statement No. 333-203147

Supplement, dated August 9, 2016
to

Prospectus, dated May 16, 2016

and
Prospectus Supplement, dated June 9, 2016

This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of Main Street Capital Corporation (the “Company”) dated May 16, 2016 (the “Prospectus”), as supplemented by the Prospectus Supplement dated June 9, 2016, as further supplemented from time to time including hereby (the “Prospectus Supplement”). Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus Supplement or Prospectus, as applicable.

Investing in our common stock involves a high degree of risk, and should be considered highly speculative. See “Risk Factors” beginning on page 14 of the Prospectus and in Annex A hereto to read about factors you should consider, including the risk of leverage and dilution, before investing in our common stock.

STATUS OF OUR OFFERING

On June 9, 2016, we established an at-the-market program to which the Prospectus Supplement relates and through which we may sell, from time to time and at our sole discretion up to 1,500,000 shares of our common stock. As of the date hereof, we have sold 708,500 shares of our common stock for net proceeds of approximately $22.9 million, after commissions to the Sales Agents on shares sold and offering costs, under the at-the-market program. As a result, 791,500 shares of our common stock remain available for sale under the at-the-market program.

FORM 10-Q

On August 9, 2016, we filed our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 (the “Report”) with the Securities and Exchange Commission. We have attached the Report as Annex A hereto.

Annex A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


(Mark One)
ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: to

Commission File Number: 001-33723

Main Street Capital Corporation
(Exact name of registrant as specified in its charter)


Maryland (State or other jurisdiction of incorporation or organization)		41-2230745 (I.R.S. Employer Identification No.)
1300 Post Oak Boulevard, 8^th floor Houston, TX (Address of principal executive offices)		77056 (Zip Code)

(713) 350-6000
(Registrant's telephone number including area code)

n/a
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

The number of shares outstanding of the issuer's common stock as of August 8, 2016 was 52,448,188.

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TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION


Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets—June 30, 2016 (unaudited) and December 31, 2015	1
	Consolidated Statements of Operations (unaudited)—Three and six months ended June 30, 2016 and 2015	2
	Consolidated Statements of Changes in Net Assets (unaudited)—Six months ended June 30, 2016 and 2015	3
	Consolidated Statements of Cash Flows (unaudited)—Six months ended June 30, 2016 and 2015	4
	Consolidated Schedule of Investments (unaudited)—June 30, 2016	5
	Consolidated Schedule of Investments—December 31, 2015	34
	Notes to Consolidated Financial Statements (unaudited)	63
	Consolidated Financial Statement Schedule
	Consolidated Schedule of Investments in and Advances to Affiliates for the Six Months Ended June 30, 2016	106
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	111
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	133
Item 4.	Controls and Procedures	134

PART II
OTHER INFORMATION


Item 1.	Legal Proceedings	135
Item 1A.	Risk Factors	135
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	135
Item 6.	Exhibits	135
	Signatures	136

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Balance Sheets

(dollars in thousands, except shares and per share amounts)

	June 30, 2016			December 31, 2015

	(Unaudited)
ASSETS
Portfolio investments at fair value:
Control investments (cost: $410,816 and $387,727 as of June 30, 2016 and December 31, 2015, respectively)	$	570,409		$	555,011
Affiliate investments (cost: $377,060 and $333,728 as of June 30, 2016 and December 31, 2015, respectively)		358,483			350,519
Non-Control/Non-Affiliate investments (cost: $1,005,044 and $945,187 as of June 30, 2016 and December 31, 2015, respectively)		959,246			894,466

Total portfolio investments (cost: 1,792,920 and $1,666,642 as of June 30, 2016 and December 31, 2015, respectively)		1,888,138			1,799,996
Marketable securities and idle funds investments (cost: $1,712 and $5,407 as of June 30, 2016 and December 31, 2015, respectively)		1,583			3,693

Total investments (cost: $1,794,632 and $1,672,049 as of June 30, 2016 and December 31, 2015, respectively)		1,889,721			1,803,689
Cash and cash equivalents		18,694			20,331
Interest receivable and other assets		33,478			27,737
Receivable for securities sold		23,369			9,901
Deferred financing costs (net of accumulated amortization of $10,252 and $8,965 as of June 30, 2016 and December 31, 2015, respectively)		12,007			13,267
Deferred tax asset, net		7,767			4,003

Total assets	$	1,985,036		$	1,878,928



LIABILITIES
Credit facility	$	350,000		$	291,000
SBIC debentures (par: $225,000 as of June 30, 2016 and December 31, 2015, par of $75,200 is recorded at a fair value of $73,879 and $73,860 as of June 30, 2016 and December 31, 2015, respectively)		223,679			223,660
4.50% Notes		175,000			175,000
6.125% Notes		90,655			90,738
Accounts payable and other liabilities		9,313			12,292
Payable for securities purchased		22,522			2,311
Interest payable		5,391			3,959
Dividend payable		9,364			9,074

Total liabilities		885,924			808,034
Commitments and contingencies (Note M)
NET ASSETS
Common stock, $0.01 par value per share (150,000,000 shares authorized; 51,993,135 and 50,413,744 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively)		521			504
Additional paid-in capital		1,059,466			1,011,467
Accumulated net investment income, net of cumulative dividends of $457,230 and $417,347 as of June 30, 2016 and December 31, 2015, respectively		22,111			7,181
Accumulated net realized gain from investments (accumulated net realized gain from investments of $48,065 before cumulative dividends of $98,103 as of June 30, 2016 and accumulated net realized gain from investments of $19,005 before cumulative dividends of $68,658 as of December 31, 2015)		(50,038	)		(49,653	)
Net unrealized appreciation, net of income taxes		67,052			101,395

Total net assets		1,099,112			1,070,894

Total liabilities and net assets	$	1,985,036		$	1,878,928



NET ASSET VALUE PER SHARE	$	21.11		$	21.24

The accompanying notes are an integral part of these financial statements

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MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Operations

(dollars in thousands, except shares and per share amounts)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,

	2016			2015			2016			2015
INVESTMENT INCOME:
Interest, fee and dividend income:
Control investments	$	12,957		$	11,492		$	25,572		$	22,827
Affiliate investments		8,952			6,961			17,476			13,010
Non-Control/Non-Affiliate investments		20,956			22,613			41,693			42,034

Interest, fee and dividend income		42,865			41,066			84,741			77,871
Interest, fee and dividend income from marketable securities and idle funds investments		37			242			168			616

Total investment income		42,902			41,308			84,909			78,487
EXPENSES:
Interest		(8,255	)		(7,657	)		(16,437	)		(15,453	)
Compensation		(3,952	)		(3,835	)		(7,772	)		(7,328	)
General and administrative		(2,157	)		(2,098	)		(4,562	)		(4,060	)
Share-based compensation		(2,251	)		(1,679	)		(3,840	)		(2,942	)
Expenses allocated to the External Investment Manager		1,361			1,162			2,515			1,988

Total expenses		(15,254	)		(14,107	)		(30,096	)		(27,795	)

NET INVESTMENT INCOME		27,648			27,201			54,813			50,692
NET REALIZED GAIN (LOSS):
Control investments		—			3,324			14,358			3,324
Affiliate investments		28,707			(136	)		28,707			(137	)
Non-Control/Non-Affiliate investments		(13,237	)		(8,633	)		(12,419	)		(10,640	)
Marketable securities and idle funds investments		(13	)		(128	)		(1,586	)		(240	)

Total net realized gain (loss)		15,457			(5,573	)		29,060			(7,693	)

NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION):
Portfolio investments		(10,585	)		15,901			(38,114	)		30,105
Marketable securities and idle funds investments		37			(123	)		1,494			127
SBIC debentures		127			(80	)		(19	)		(772	)

Total net change in unrealized appreciation (depreciation)		(10,421	)		15,698			(36,639	)		29,460

INCOME TAXES:
Federal and state income, excise and other taxes		(1,098	)		(1,665	)		(1,468	)		(2,042	)
Deferred taxes		(675	)		5,141			1,958			5,810

Income tax benefit (provision)		(1,773	)		3,476			490			3,768

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	30,911		$	40,802		$	47,724		$	76,227



NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED	$	0.54		$	0.55		$	1.07		$	1.06



NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED	$	0.60		$	0.82		$	0.94		$	1.59



DIVIDENDS PAID PER SHARE:
Regular monthly dividends	$	0.540		$	0.525		$	1.080		$	1.035
Supplemental dividends		0.275			0.275			0.275			0.275

Total dividends	$	0.815		$	0.800		$	1.355		$	1.310



WEIGHTED AVERAGE SHARES OUTSTANDING—BASIC AND DILUTED		51,441,371			49,883,321			50,995,575			47,992,268

The accompanying notes are an integral part of these financial statements

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MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Changes in Net Assets

(dollars in thousands, except shares)

(Unaudited)

	Common Stock												Accumulated Net Realized Gain From Investments, Net of Dividends			Net Unrealized Appreciation from Investments, Net of Income Taxes

	Common Stock									Accumulated Net Investment Income, Net of Dividends
	Number of Shares			Par Value			Additional Paid-In Capital			Accumulated Net Investment Income, Net of Dividends									Total Net Asset Value
Balances at December 31, 2014		45,079,150		$	451		$	853,606		$	23,665		$	(20,456	)	$	82,716		$	939,982
Public offering of common stock, net of offering costs		4,370,000			44			127,720			—			—			—			127,764
Share-based compensation		—			—			2,942			—			—			—			2,942
Purchase of vested stock for employee payroll tax withholding		(54,790	)		(1	)		(1,737	)		—			—			—			(1,738	)
Dividend reinvestment		304,100			3			9,394			—			—			—			9,397
Amortization of directors' deferred compensation		—			—			185			—			—			—			185
Issuance of restricted stock		240,074			2			(2	)		—			—			—			—
Dividends to stockholders		—			—			—			(62,624	)		(1,319	)		—			(63,943	)
Net increase (loss) resulting from operations		—			—			—			50,692			(7,693	)		33,228			76,227

Balances at June 30, 2015		49,938,534		$	499		$	992,108		$	11,733		$	(29,468	)	$	115,944		$	1,090,816



Balances at December 31, 2015		50,413,744		$	504		$	1,011,467		$	7,181		$	(49,653	)	$	101,395		$	1,070,894
Public offering of common stock, net of offering costs		1,225,757			12			38,642			—			—			—			38,654
Share-based compensation		—			—			3,840			—			—			—			3,840
Purchase of vested stock for employee payroll tax withholding		(80,750	)		(1	)		(2,592	)		—			—			—			(2,593	)
Dividend reinvestment		255,391			3			7,811			—			—			—			7,814
Amortization of directors' deferred compensation		—			—			301			—			—			—			301
Issuance of restricted stock, net of forfeited shares		260,668			3			(3	)		—			—			—			—
Dividends to stockholders		—			—			—			(39,883	)		(29,445	)		—			(69,328	)
Cumulative-effect to retained earnings for excess tax benefit		—			—			—			—			—			1,806			1,806
Net increase (loss) resulting from operations		—			—			—			54,813			29,060			(36,149	)		47,724

Balances at June 30, 2016		52,074,810		$	521		$	1,059,466		$	22,111		$	(50,038	)	$	67,052		$	1,099,112

The accompanying notes are an integral part of these financial statements

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MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Cash Flows

(dollars in thousands)

(Unaudited)

	Six Months Ended June 30,

	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations	$	47,724		$	76,227
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Investments in portfolio companies		(303,049	)		(483,365	)
Proceeds from sales and repayments of debt investments in portfolio companies		167,809			324,309
Proceeds from sales and return of capital of equity investments in portfolio companies		48,952			16,174
Investments in marketable securities and idle funds investments		—			(3,463	)
Proceeds from sales and repayments of marketable securities and idle funds investments		2,129			3,566
Net change in net unrealized (appreciation) depreciation		36,639			(29,460	)
Net realized (gain) loss		(29,060	)		7,693
Accretion of unearned income		(4,189	)		(4,397	)
Payment-in-kind interest		(3,042	)		(1,534	)
Cumulative dividends		(638	)		(734	)
Share-based compensation expense		3,840			2,942
Amortization of deferred financing costs		1,288			1,263
Deferred tax benefit		(1,958	)		(5,810	)
Changes in other assets and liabilities:
Interest receivable and other assets		(1,825	)		(1,092	)
Interest payable		1,432			615
Accounts payable and other liabilities		(2,774	)		(3,211	)
Deferred fees and other		1,362			1,024

Net cash used in operating activities		(35,360	)		(99,253	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from public offering of common stock, net of offering costs		38,654			127,764
Dividends paid		(61,225	)		(53,470	)
Proceeds from credit facility		203,000			301,000
Repayments on credit facility		(144,000	)		(293,000	)
Purchases of vested stock for employee payroll tax withholding		(2,593	)		(1,738	)
Other		(113	)		(143	)

Net cash provided by financing activities		33,723			80,413

Net decrease in cash and cash equivalents		(1,637	)		(18,840	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		20,331			60,432

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	18,694		$	41,592



Supplemental cash flow disclosures:
Interest paid	$	13,646		$	13,575
Taxes paid	$	1,575		$	2,219
Non-cash financing activities:
Shares issued pursuant to the DRIP	$	7,814		$	9,397

The accompanying notes are an integral part of these financial statements

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments

June 30, 2016

(dollars in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)	Principal(4)		Cost(4)		Fair Value


Control Investments(5)

Access Media Holdings, LLC(10)	Private Cable Operator
		5% Current / 5% PIK Secured Debt (Maturity—July 22, 2020)	$	22,099	$	22,099	$	20,440
		Preferred Member Units (5,805,000 units; 12% cumulative)				5,699		780
		Member Units (45 units)				1		—

						27,799		21,220

AmeriTech College, LLC	For-Profit Nursing and Healthcare College
		10% Secured Debt (Maturity—November 30, 2019)		1,004		1,004		1,004
		10% Secured Debt (Maturity—January 31, 2020)		3,025		3,025		3,025
		Preferred Member Units (294 units; 5%)(8)				2,291		2,291

						6,320		6,320

ASC Interests, LLC	Recreational and Educational Shooting Facility
		11% Secured Debt (Maturity—July 31, 2018)		2,250		2,227		2,250
		Member Units (1,500 units)(8)				1,500		2,680

						3,727		4,930

Bond-Coat, Inc.	Casing and Tubing Coating Services
		12% Secured Debt (Maturity—December 28, 2017)		11,596		11,538		11,596
		Common Stock (57,508 shares)				6,350		5,090

						17,888		16,686

Café Brazil, LLC	Casual Restaurant Group
		Member Units (1,233 units)(8)				1,742		6,570

CBT Nuggets, LLC	Produces and Sells IT Training Certification Videos
		Member Units (416 units)(8)				1,300		50,100

CMS Minerals Investments	Oil & Gas Exploration & Production
		Preferred Member Units (CMS Minerals LLC) (458 units)(8)				2,339		4,048
		Member Units (CMS Minerals II, LLC) (100 units)(8)				4,050		3,988

						6,389		8,036

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

June 30, 2016

(dollars in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


Datacom, LLC	Technology and Telecommunications Provider
		8% Secured Debt (Maturity—May 30, 2017)	450	450	450
		5.25% Current / 5.25% PIK Secured Debt (Maturity—May 30, 2019)	11,405	11,333	10,730
		Class A Preferred Member Units (15% cumulative)(8)		1,181	1,270
		Class B Preferred Member Units (6,453 units)		6,030	2,594

				18,994	15,044

Gamber-Johnson Holdings, LLC	Manufacturer of Ruggedized Computer Mounting Systems
		LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.00%, Secured Debt (Maturity—June 24, 2021)(9)	20,000	19,791	19,791
		Member Units (7,040 units)		12,124	12,124

				31,915	31,915

Garreco, LLC	Manufacturer and Supplier of Dental Products
		14% Secured Debt (Maturity—January 12, 2018)	5,800	5,752	5,752
		Member Units (1,200 units)(8)		1,200	1,090

				6,952	6,842

GRT Rubber Technologies LLC	Manufacturer of Engineered Rubber Products
		LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—December 19, 2019)(9)	13,693	13,592	13,693
		Member Units (5,879 units)		13,065	18,030

				26,657	31,723

Gulf Manufacturing, LLC	Manufacturer of Specialty Fabricated Industrial Piping Products
		9% PIK Secured Debt (Ashland Capital IX, LLC) (Maturity—June 30, 2017)	777	777	777
		Member Units (438 units)(8)		2,980	8,770

				3,757	9,547

Gulf Publishing Holdings, LLC	Energy Focused Media and Publishing
		12.5% Secured Debt (Maturity—April 29, 2021)	10,000	9,904	9,904
		Member Units (3,124 units)		3,124	3,124

				13,028	13,028

Harrison Hydra-Gen, Ltd.	Manufacturer of Hydraulic Generators
		Common Stock (107,456 shares)(8)		718	3,030

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

June 30, 2016

(dollars in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


Hawthorne Customs and Dispatch Services, LLC	Facilitator of Import Logistics, Brokerage, and Warehousing
		Member Units (500 units)(8)		589	280
		Member Units (Wallisville Real Estate, LLC) (588,210 units)(8)		1,215	2,220

				1,804	2,500

HW Temps LLC	Temporary Staffing Solutions
		LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (Maturity July 2, 2020)(9)	9,976	9,892	9,892
		Preferred Member Units (3,200 units)(8)		3,942	4,950

				13,834	14,842

Hydratec, Inc.	Designer and Installer of Micro-Irrigation Systems
		Common Stock (7,095 shares)(8)		7,095	15,760

IDX Broker, LLC	Provider of Marketing and CRM Tools for the Real Estate Industry
		12.5% Secured Debt (Maturity—November 15, 2018)	11,350	11,291	11,350
		Member Units (5,400 units)		5,606	6,440

				16,897	17,790

Indianapolis Aviation Partners, LLC	Fixed Base Operator
		15% Secured Debt (Maturity—July 15, 2016)	3,100	3,100	3,100
		Warrants (1,046 equivalent units)		1,129	2,540

				4,229	5,640

Jensen Jewelers of Idaho, LLC	Retail Jewelry Store
		Prime Plus 6.75% (Floor 2.00%), Current Coupon 10.25%, Secured Debt (Maturity—November 14, 2016)(9)	4,355	4,343	4,355
		Member Units (627 units)(8)		811	5,200

				5,154	9,555

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

June 30, 2016

(dollars in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


Lamb Ventures, LLC	Aftermarket Automotive Services Chain
		LIBOR Plus 5.75%, Current Coupon 6.22%, Secured Debt (Maturity—March 3, 2017)	350	350	350
		11% Secured Debt (Maturity—May 31, 2018)	7,735	7,735	7,735
		Preferred Equity (non-voting)		400	400
		Member Units (742 units)(8)		5,273	5,740
		9.5% Secured Debt (Lamb's Real Estate Investment I, LLC) (Maturity—October 1, 2025)	894	894	894
		Member Units (Lamb's Real Estate Investment I, LLC) (1,000 units)(8)		625	1,620

				15,277	16,739

Lighting Unlimited, LLC	Commercial and Residential Lighting Products and Design Services
		8% Secured Debt (Maturity—August 22, 2016)	1,514	1,514	1,514
		Preferred Equity (non-voting)		434	430
		Warrants (71 equivalent units)		54	30
		Member Units (700 units)		100	260

				2,102	2,234

Marine Shelters Holdings, LLC (LoneStar Marine Shelters)	Fabricator of Marine and Industrial Shelters
		12% PIK Secured Debt (Maturity—December 28, 2017)	9,668	9,597	9,069
		Preferred Member Units (3,810 units)		5,352	3,100

				14,949	12,169

MH Corbin Holding LLC	Manufacturer and Distributor of Traffic Safety Products
		10% Secured Debt (Maturity—August 31, 2020)	13,650	13,533	13,533
		Preferred Member Units (4,000 shares)		6,000	6,000

				19,533	19,533

Mid-Columbia Lumber Products, LLC	Manufacturer of Finger-Jointed Lumber Products
		10% Secured Debt (Maturity—December 18, 2017)	1,750	1,750	1,750
		12% Secured Debt (Maturity—December 18, 2017)	3,900	3,900	3,900
		Member Units (2,829 units)(8)		1,244	2,420
		9.5% Secured Debt (Mid-Columbia Real Estate, LLC) (Maturity—May 13, 2025)	859	859	859
		Member Units (Mid-Columbia Real Estate, LLC) (250 units)(8)		250	550

				8,003	9,479

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

June 30, 2016

(dollars in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


MSC Adviser I, LLC(16)	Third Party Investment Advisory Services
		Member Units (Fully diluted 100.0%)(8)		—	26,912

Mystic Logistics Holdings, LLC	Logistics and Distribution Services Provider for Large Volume Mailers
		12% Secured Debt (Maturity—August 15, 2019)	9,360	9,215	9,360
		Common Stock (5,873 shares)(8)		2,720	5,390

				11,935	14,750

NAPCO Precast, LLC	Precast Concrete Manufacturing
		Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—February 1, 2019)(9)	2,713	2,688	2,713
		18% Secured Debt (Maturity—February 1, 2019)	3,952	3,916	3,952
		Member Units (2,955 units)(8)		2,975	9,770

				9,579	16,435

NRI Clinical Research, LLC	Clinical Research Service Provider
		14% Secured Debt (Maturity—September 8, 2017)	4,510	4,454	4,510
		Warrants (251,723 equivalent units)		252	400
		Member Units (1,454,167 units)		765	1,482

				5,471	6,392

NRP Jones, LLC	Manufacturer of Hoses, Fittings and Assemblies
		6% Current / 6% PIK Secured Debt (Maturity—December 22, 2016)	13,495	13,353	13,353
		Warrants (14,331 equivalent units)		817	130
		Member Units (50,877 units)		2,900	410

				17,070	13,893

OMi Holdings, Inc.	Manufacturer of Overhead Cranes
		Common Stock (1,500 shares)		1,080	15,580

Pegasus Research Group, LLC (Televerde)	Provider of Telemarketing and Data Services
		Member Units (460 units)(8)		1,290	8,620

PPL RVs, Inc.	Recreational Vehicle Dealer
		11.1% Secured Debt (Maturity—July 1, 2016)	9,710	9,710	9,710
		Common Stock (1,962 shares)		2,150	11,190

				11,860	20,900

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

June 30, 2016

(dollars in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


Principle Environmental, LLC	Noise Abatement Service Provider
		12% Secured Debt (Maturity—April 30, 2017)	4,060	4,060	4,060
		12% Current / 2% PIK Secured Debt (Maturity—April 30, 2017)	3,344	3,344	3,344
		Preferred Member Units (19,631 units)		4,663	4,600
		Warrants (1,036 equivalent units)		1,200	20

				13,267	12,024

Quality Lease Service, LLC	Provider of Rigsite Accommodation Unit Rentals and Related Services
		8% PIK Secured Debt (Maturity—June 8, 2020)	6,790	6,790	6,790
		Member Units (1,000 units)		568	2,638

				7,358	9,428

River Aggregates, LLC	Processor of Construction Aggregates
		Zero Coupon Secured Debt (Maturity—June 30, 2018)	750	591	591
		Member Units (1,150 units)(8)		1,150	4,600
		Member Units (RA Properties, LLC) (1,500 units)		369	2,440

				2,110	7,631

SoftTouch Medical Holdings LLC	Home Provider of Pediatric Durable Medical Equipment
		LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—October 31, 2019)(9)	7,650	7,595	7,650
		Member Units (4,450 units)(8)		4,930	8,570

				12,525	16,220

The MPI Group, LLC	Manufacturer of Custom Hollow Metal Doors, Frames and Accessories
		9% Secured Debt (Maturity—October 2, 2018)	2,924	2,921	2,921
		Series A Preferred Units (2,500 units; 10% Cumulative)		2,500	500
		Warrants (1,424 equivalent units)		1,096	—
		Member Units (MPI Real Estate Holdings, LLC) (100% Fully diluted)(8)		2,300	2,300

				8,817	5,721

Travis Acquisition LLC	Manufacturer of Aluminum Trailers
		12% Secured Debt (Maturity—August 30, 2018)	3,245	3,212	3,245
		Member Units (7,282 units)		7,100	20,370

				10,312	23,615

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

June 30, 2016

(dollars in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)		Cost(4)		Fair Value


Uvalco Supply, LLC	Farm and Ranch Supply Store
		9% Secured Debt (Maturity—January 1, 2019)	1,098		1,098		1,098
		Member Units (2,011 units)(8)			3,843		5,710

					4,941		6,808

Vision Interests, Inc.	Manufacturer / Installer of Commercial Signage
		13% Secured Debt (Maturity—December 23, 2016)	2,964		2,955		2,955
		Series A Preferred Stock (3,000,000 shares)			3,000		3,370
		Common Stock (1,126,242 shares)			3,706		140

					9,661		6,465

Ziegler's NYPD, LLC	Casual Restaurant Group
		6.5% Secured Debt (Maturity—October 1, 2019)	1,000		993		993
		12% Secured Debt (Maturity—October 1, 2019)	300		300		300
		14% Secured Debt (Maturity—October 1, 2019)	2,750		2,750		2,750
		Warrants (587 equivalent units)			600		210
		Preferred Member Units (10,072 units)			2,834		3,530

					7,477		7,783

Subtotal Control Investments (30.2% of total investments at fair value)				$	410,816	$	570,409

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

June 30, 2016

(dollars in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)	Principal(4)		Cost(4)		Fair Value


Affiliate Investments(6)

AFG Capital Group, LLC	Provider of Rent-to-Own Financing Solutions and Services
		11% Secured Debt (Maturity—November 7, 2019)	$	12,960	$	12,648	$	12,826
		Warrants (42 equivalent units)				259		570
		Member Units (186 units)				1,200		2,330

						14,107		15,726

Barfly Ventures, LLC(10)	Casual Restaurant Group
		12% Secured Debt (Maturity—August 31, 2020)		5,040		4,949		4,856
		Options (2 equivalent units)				397		470
		Warrant (1 equivalent unit)				473		240

						5,819		5,566

BBB Tank Services, LLC	Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market
		12% Current / 1% PIK Secured Debt (Maturity—April 8, 2021)		4,009		3,967		3,967
		Member Units (800,000 units)				800		800

						4,767		4,767

Boss Industries, LLC	Manufacturer and Distributor of Air, Power and Other Industrial Equipment
		Preferred Member Units (2,242 units)(8)				2,333		2,560

Bridge Capital Solutions Corporation	Financial Services and Cash Flow Solutions Provider
		13% Secured Debt (Maturity—April 18, 2017)		7,000		6,929		7,000
		Warrants (22 equivalent shares)				200		1,380

						7,129		8,380

Buca C, LLC	Casual Restaurant Group
		LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity—June 30, 2020)(9)		23,211		23,020		23,211
		Preferred Member Units (6 units; 6% cumulative)(8)				3,820		5,540

						26,840		28,751

CAI Software LLC	Provider of Specialized Enterprise Resource Planning Software
		12% Secured Debt (Maturity—October 10, 2019)		4,020		3,991		4,020
		Member Units (65,356 units)(8)				654		1,740

						4,645		5,760

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

June 30, 2016

(dollars in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


CapFusion, LLC(13)	Non-Bank Lender to Small Businesses
		13% Secured Debt (Maturity—March 25, 2021)	11,200	9,933	9,933
		Warrants (1,600 equivalent units)		1,200	1,200

				11,133	11,133

Chandler Signs Holdings, LLC(10)	Sign Manufacturer
		12% Secured Debt (Maturity—July 4, 2021)	4,500	4,458	4,458
		Class A Units (1,500,000 units)(8)		1,500	1,500

				5,958	5,958

Condit Exhibits, LLC	Tradeshow Exhibits / Custom Displays Provider
		Member Units (3,936 units)(8)		100	1,460

Congruent Credit Opportunities Funds(12)(13)	Investment Partnership
		LP Interests (Congruent Credit Opportunities Fund II, LP) (Fully diluted 19.8%)(8)		5,778	1,315
		LP Interests (Congruent Credit Opportunities Fund III, LP) (Fully diluted 17.4%)(8)		14,550	14,640

				20,328	15,955

Daseke, Inc.	Specialty Transportation Provider
		12% Current / 2.5% PIK Secured Debt (Maturity—July 31, 2018)	21,523	21,312	21,523
		Common Stock (19,467 shares)		5,213	22,660

				26,525	44,183

Dos Rios Partners(12)(13)	Investment Partnership
		LP Interests (Dos Rios Partners, LP) (Fully diluted 20.2%)		4,174	2,482
		LP Interests (Dos Rios Partners—A, LP) (Fully diluted 6.4%)		1,325	671

				5,499	3,153

Dos Rios Stone Products LLC(10)	Limestone and Sandstone Dimension Cut Stone Mining Quarries
		Class A Units (2,000,000 units)		2,000	2,000

East Teak Fine Hardwoods, Inc.	Distributor of Hardwood Products
		Common Stock (6,250 shares)(8)		480	860

East West Copolymer & Rubber, LLC	Manufacturer of Synthetic Rubbers
		12% Current / 2% PIK Secured Debt (Maturity—October 17, 2019)	9,600	9,477	9,477
		Warrants (2,510,790 equivalent units)		50	50

				9,527	9,527

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

June 30, 2016

(dollars in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


EIG Fund Investments(12)(13)	Investment Partnership
		LP Interests (EIG Global Private Debt fund—A, L.P.) (Fully diluted 11.1%)(8)		2,780	2,780

EIG Traverse Co-Investment, L.P.(12)(13)	Investment Partnership
		LP Interests (Fully diluted 22.2%)(8)		9,805	9,930

Freeport Financial Funds(12)(13)	Investment Partnership
		LP Interests (Freeport Financial SBIC Fund LP) (Fully diluted 9.3%)(8)		5,974	5,699
		LP Interests (Freeport First Lien Loan Fund III LP) (Fully diluted 6.0%)(8)		3,564	3,564

				9,538	9,263

Gault Financial, LLC (RMB Capital, LLC)	Purchases and Manages Liquidation of Distressed Assets
		10% Current Secured Debt (Maturity—November 21, 2016)	13,046	12,976	11,010
		Warrants (29,025 equivalent units)		400	—

				13,376	11,010

Glowpoint, Inc.	Provider of Cloud Managed Video Collaboration Services
		12% Secured Debt (Maturity—October 18, 2018)	9,000	8,937	7,637
		Common Stock (7,711,517 shares)		3,958	2,310

				12,895	9,947

Guerdon Modular Holdings, Inc.	Multi-Family and Commercial Modular Construction Company
		9% Current / 4% PIK Secured Debt (Maturity—August 13, 2019)	10,492	10,360	10,360
		Preferred Stock (404,998 shares)		1,140	1,140
		Common Stock (212,033 shares)		2,983	80

				14,483	11,580

Houston Plating and Coatings, LLC	Provider of Plating and Industrial Coating Services
		Member Units (265,756 units)		1,429	5,330

I-45 SLF LLC(12)(13)	Investment Partnership
		Member units (Fully diluted 20.0%; 24.4% profits interest)(8)		10,200	10,306

Indianhead Pipeline Services, LLC	Provider of Pipeline Support Services
		12% Secured Debt (Maturity—February 6, 2017)	5,550	5,467	5,467
		Preferred Member Units (33,819 units; 8% cumulative)(8)		2,326	2,575
		Warrants (31,928 equivalent units)		459	—
		Member Units (14,732 units)		1	—

				8,253	8,042

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

June 30, 2016

(dollars in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


KBK Industries, LLC	Manufacturer of Specialty Oilfield and Industrial Products
		10% Secured Debt (Maturity—September 28, 2017)	600	600	600
		12.5% Secured Debt (Maturity—September 28, 2017)	5,900	5,882	5,900
		Member Units (250 units)(8)		341	3,230

				6,823	9,730

L.F. Manufacturing Holdings, LLC(10)	Manufacturer of Fiberglass Products
		Member Units (2,179,001 units)(8)		2,019	1,670

MPS Denver, LLC	Specialty Card Printing
		Member Units (13,800 units)		1,130	840

OnAsset Intelligence, Inc.	Provider of Transportation Monitoring / Tracking Products and Services
		12% PIK Secured Debt (Maturity—December 31, 2015)(17)	4,254	4,254	4,254
		Preferred Stock (912 shares; 7% cumulative)		1,981	1,380
		Warrants (5,333 equivalent shares)		1,919	—

				8,154	5,634

OPI International Ltd.(13)	Provider of Man Camp and Industrial Storage Services
		10% Unsecured Debt (Maturity—April 8, 2018)	473	473	473
		Common Stock (20,766,317 shares)		1,371	3,200

				1,844	3,673

PCI Holding Company, Inc.	Manufacturer of Industrial Gas Generating Systems
		12% Secured Debt (Maturity—March 31, 2019)	13,000	12,879	13,000
		Preferred Stock (1,500,000 shares; 20% cumulative)(8)		3,053	4,239

				15,932	17,239

Radial Drilling Services Inc.	Oil and Gas Lateral Drilling Technology Provider
		12% Secured Debt (Maturity—November 22, 2016)(14)	4,200	3,951	1,510
		Warrants (316 equivalent shares)		758	—

				4,709	1,510

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

June 30, 2016

(dollars in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)	Provider of Rigsite Accommodation Unit Rentals and Related Services
		12% Secured Debt (Maturity—January 8, 2018)(14)(18)	30,785	30,281	250
		Preferred Member Units (250 units)		2,500	—

				32,781	250

Tin Roof Acquisition Company	Casual Restaurant Group
		12% Secured Debt (Maturity—November 13, 2018)	13,785	13,628	13,628
		Class C Preferred Stock (Fully diluted 10.0%; 10% cumulative)(8)		2,603	2,603

				16,231	16,231

UniTek Global Services, Inc.(11)	Provider of Outsourced Infrastructure Services
		LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—January 13, 2019)(9)	2,826	2,826	2,811
		LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—January 13, 2019)(9)	994	994	988
		15% PIK Unsecured Debt (Maturity—July 13, 2019)	691	691	688
		Preferred Stock (4,935,377 shares)		4,935	5,990
		Common Stock (705,054 shares)		—	2,100

				9,446	12,577

Universal Wellhead Services Holdings, LLC(10)	Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry
		Class A Preferred Units (4,000,000 units; 4.5% cumulative)(8)		4,000	1,160

Valley Healthcare Group, LLC	Provider of Durable Medical Equipment
		LIBOR Plus 12.50% (Floor 0.50%), Current Coupon 13.00%, Secured Debt (Maturity—December 29, 2020)(9)	10,816	10,717	10,717
		Preferred Member Units (Valley Healthcare Holding, LLC) (1,600 units)