Edgar Filing: Main Street Capital CORP

Use these links to rapidly review the document
TABLE OF CONTENTS

Filed Pursuant to Rule 497

Registration Statement No. 333-203147

Supplement, dated November 4, 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 1,215,326 shares of our common stock for net proceeds of approximately $40.0 million, after commissions to the Sales Agents on shares sold and offering costs, under the at-the-market program. As a result, 284,674 shares of our common stock remain available for sale under the at-the-market program.

FORM 10-Q

On November 4, 2016, we filed our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 (the “Report”) with the Securities and Exchange Commission. We have attached the Report as Annex A hereto.

Annex A

Table of Contents

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 September 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 November 3, 2016 was 53,036,148.

Table of Contents

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION


Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets—September 30, 2016 (unaudited) and December 31, 2015	1
	Consolidated Statements of Operations (unaudited)—Three and nine months ended September 30, 2016 and 2015	2
	Consolidated Statements of Changes in Net Assets (unaudited)—Nine months ended September 30, 2016 and 2015	3
	Consolidated Statements of Cash Flows (unaudited)—Nine months ended September 30, 2016 and 2015	4
	Consolidated Schedule of Investments (unaudited)—September 30, 2016	5
	Consolidated Schedule of Investments—December 31, 2015	33
	Notes to Consolidated Financial Statements (unaudited)	60
	Consolidated Financial Statement Schedule
	Consolidated Schedule of Investments in and Advances to Affiliates for the Nine Months Ended September 30, 2016	104
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	109
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)

	September 30, 2016			December 31, 2015

	(Unaudited)
ASSETS
Portfolio investments at fair value:
Control investments (cost: $401,190 and $387,727 as of September 30, 2016 and December 31, 2015, respectively)	$	547,651		$	555,011
Affiliate investments (cost: $368,553 and $333,728 as of September 30, 2016 and December 31, 2015, respectively)		352,873			350,519
Non-Control/Non-Affiliate investments (cost: $1,046,923 and $945,187 as of September 30, 2016 and December 31, 2015, respectively)		1,019,743			894,466

Total portfolio investments (cost: $1,816,666 and $1,666,642 as of September 30, 2016 and December 31, 2015, respectively)		1,920,267			1,799,996
Marketable securities and idle funds investments (cost: $0 and $5,407 as of September 30, 2016 and December 31, 2015, respectively)		—			3,693

Total investments (cost: $1,816,666 and $1,672,049 as of September 30, 2016 and December 31, 2015, respectively)		1,920,267			1,803,689
Cash and cash equivalents		31,782			20,331
Interest receivable and other assets		33,500			27,737
Receivable for securities sold		503			9,901
Deferred financing costs (net of accumulated amortization of $10,896 and $8,965 as of September 30, 2016 and December 31, 2015, respectively)		12,259			13,267
Deferred tax asset, net		9,199			4,003

Total assets	$	2,007,510		$	1,878,928



LIABILITIES
Credit facility	$	313,000		$	291,000
SBIC debentures (par: $231,000 ($15,000 due within one year) and $225,000 as of September 30, 2016 and December 31, 2015, respectively. Par of $75,200 is recorded at a fair value of $74,680 and $73,860 as of September 30, 2016 and December 31, 2015, respectively)		230,480			223,660
4.50% Notes		175,000			175,000
6.125% Notes		90,655			90,738
Accounts payable and other liabilities		11,581			12,292
Payable for securities purchased		29,100			2,311
Interest payable		3,561			3,959
Dividend payable		9,783			9,074

Total liabilities		863,160			808,034
Commitments and contingencies (Note M)
NET ASSETS
Common stock, $0.01 par value per share (150,000,000 shares authorized; 52,901,113 and 50,413,744 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively)		529			504
Additional paid-in capital		1,090,197			1,011,467
Accumulated net investment income, net of cumulative dividends of $471,478 and $417,347 as of September 30, 2016 and December 31, 2015, respectively		38,421			7,181
Accumulated net realized gain from investments (accumulated net realized gain from investments of $52,352 before cumulative dividends of $112,539 as of September 30, 2016 and accumulated net realized gain from investments of $19,005 before cumulative dividends of $68,658 as of December 31, 2015)		(60,187	)		(49,653	)
Net unrealized appreciation, net of income taxes		75,390			101,395

Total net assets		1,144,350			1,070,894

Total liabilities and net assets	$	2,007,510		$	1,878,928



NET ASSET VALUE PER SHARE	$	21.62		$	21.24

The accompanying notes are an integral part of these financial statements

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Operations

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

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,

	2016			2015			2016			2015
INVESTMENT INCOME:
Interest, fee and dividend income:
Control investments	$	14,826		$	13,437		$	40,398		$	36,264
Affiliate investments		9,619			6,852			27,095			19,862
Non-Control/Non-Affiliate investments		22,149			22,090			63,841			64,124

Interest, fee and dividend income		46,594			42,379			131,334			120,250
Interest, fee and dividend income from marketable securities and idle funds investments		5			229			174			846

Total investment income		46,599			42,608			131,508			121,096
EXPENSES:
Interest		(8,573	)		(8,302	)		(25,010	)		(23,755	)
Compensation		(4,309	)		(3,727	)		(12,081	)		(11,055	)
General and administrative		(2,247	)		(2,212	)		(6,808	)		(6,271	)
Share-based compensation		(2,137	)		(1,651	)		(5,977	)		(4,592	)
Expenses allocated to the External Investment Manager		1,224			1,145			3,739			3,133

Total expenses		(16,042	)		(14,747	)		(46,137	)		(42,540	)

NET INVESTMENT INCOME		30,557			27,861			85,371			78,556
NET REALIZED GAIN (LOSS):
Control investments		17,862			—			32,220			3,324
Affiliate investments		(3,447	)		5,964			25,260			5,827
Non-Control/Non-Affiliate investments		(10,033	)		(6,195	)		(22,452	)		(16,836	)
Marketable securities and idle funds investments		(96	)		(1,112	)		(1,681	)		(1,352	)

Total net realized gain (loss)		4,286			(1,343	)		33,347			(9,037	)

NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION):
Portfolio investments		8,376			(8,389	)		(29,738	)		21,716
Marketable securities and idle funds investments		235			(648	)		1,729			(521	)
SBIC debentures		(801	)		(50	)		(820	)		(823	)

Total net change in unrealized appreciation (depreciation)		7,810			(9,087	)		(28,829	)		20,372

INCOME TAXES:
Federal and state income, excise and other taxes		(904	)		495			(2,372	)		(1,547	)
Deferred taxes		1,432			2,742			3,390			8,551

Income tax benefit		528			3,237			1,018			7,004

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	43,181		$	20,668		$	90,907		$	96,895



NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED	$	0.58		$	0.56		$	1.66		$	1.61



NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED	$	0.82		$	0.41		$	1.76		$	1.99



DIVIDENDS PAID PER SHARE:
Regular monthly dividends	$	0.540		$	0.525		$	1.620		$	1.560
Supplemental dividends		—			—			0.275			0.275

Total dividends	$	0.540		$	0.525		$	1.895		$	1.835



WEIGHTED AVERAGE SHARES OUTSTANDING—BASIC AND DILUTED		52,613,277			50,036,776			51,538,745			48,681,260

The accompanying notes are an integral part of these financial statements

Table of Contents

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		—			—			4,592			—			—			—			4,592
Purchase of vested stock for employee payroll tax withholding		(54,840	)		(1	)		(1,739	)		—			—			—			(1,740	)
Dividend reinvestment		444,957			4			13,654			—			—			—			13,658
Amortization of directors' deferred compensation		—			—			292			—			—			—			292
Issuance of restricted stock, net of forfeited shares		239,911			2			(2	)		—			—			—			—
Dividends to stockholders		—			—			—			(88,294	)		(2,168	)		—			(90,462	)
Net increase (loss) resulting from operations		—			—			—			78,556			(9,037	)		27,376			96,895

Balances at September 30, 2015		50,079,178		$	500		$	998,123		$	13,927		$	(31,661	)	$	110,092		$	1,090,981



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		1,996,793			20			64,239			—			—			—			64,259
Share-based compensation		—			—			5,977			—			—			—			5,977
Purchase of vested stock for employee payroll tax withholding		(80,750	)		(1	)		(2,592	)		—			—			—			(2,593	)
Dividend reinvestment		339,544			3			10,645			—			—			—			10,648
Amortization of directors' deferred compensation		—			—			464			—			—			—			464
Issuance of restricted stock, net of forfeited shares		262,586			3			(3	)		—			—			—			—
Dividends to stockholders		—			—			—			(54,131	)		(43,881	)		—			(98,012	)
Cumulative-effect to retained earnings for excess tax benefit		—			—			—			—			—			1,806			1,806
Net increase (loss) resulting from operations		—			—			—			85,371			33,347			(27,811	)		90,907

Balances at September 30, 2016		52,931,917		$	529		$	1,090,197		$	38,421		$	(60,187	)	$	75,390		$	1,144,350

The accompanying notes are an integral part of these financial statements

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Cash Flows

(dollars in thousands)

(Unaudited)

	Nine Months Ended September 30,

	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations	$	90,907		$	96,895
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Investments in portfolio companies		(420,036	)		(727,099	)
Proceeds from sales and repayments of debt investments in portfolio companies		274,907			421,933
Proceeds from sales and return of capital of equity investments in portfolio companies		73,017			29,289
Investments in marketable securities and idle funds investments		(523	)		(4,483	)
Proceeds from sales and repayments of marketable securities and idle funds investments		4,316			7,094
Net change in net unrealized (appreciation) depreciation		28,829			(20,372	)
Net realized (gain) loss		(33,347	)		9,037
Accretion of unearned income		(7,073	)		(6,474	)
Payment-in-kind interest		(4,911	)		(2,485	)
Cumulative dividends		(1,470	)		(1,242	)
Share-based compensation expense		5,977			4,592
Amortization of deferred financing costs		1,931			1,899
Deferred tax benefit		(3,390	)		(8,551	)
Changes in other assets and liabilities:
Interest receivable and other assets		(685	)		(3,493	)
Interest payable		(398	)		147
Accounts payable and other liabilities		(247	)		(1,618	)
Deferred fees and other		1,644			1,438

Net cash provided by (used in) operating activities		9,448			(203,493	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from public offering of common stock, net of offering costs		64,259			127,764
Dividends paid		(86,655	)		(75,453	)
Proceeds from issuance of SBIC debentures		6,000			—
Proceeds from credit facility		254,000			473,000
Repayments on credit facility		(232,000	)		(345,000	)
Payment of deferred loan costs and SBIC debenture fees		(925	)		(132	)
Purchases of vested stock for employee payroll tax withholding		(2,593	)		(1,740	)
Other		(83	)		(83	)

Net cash provided by financing activities		2,003			178,356

Net increase (decrease) in cash and cash equivalents		11,451			(25,137	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		20,331			60,432

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	31,782		$	35,295



Supplemental cash flow disclosures:
Interest paid	$	23,368		$	21,708
Taxes paid	$	1,762		$	2,504
Non-cash financing activities:
Shares issued pursuant to the DRIP	$	10,648		$	13,658

The accompanying notes are an integral part of these financial statements

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments

September 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)	$	22,380	$	22,380	$	19,720
		Preferred Member Units (6,232,500 units; 12% cumulative)				6,126		250
		Member Units (45 units)				1		—

						28,507		19,970

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		2,230		2,250
		Member Units (1,500 units)(8)				1,500		2,680

						3,730		4,930

Bond-Coat, Inc.	Casing and Tubing Coating Services
		12% Secured Debt (Maturity—December 28, 2017)		11,596		11,547		11,596
		Common Stock (57,508 shares)				6,350		5,090

						17,897		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		52,800

CMS Minerals Investments	Oil & Gas Exploration & Production
		Preferred Member Units (CMS Minerals LLC) (458 units)(8)				2,207		3,371
		Member Units (CMS Minerals II, LLC) (100 units)(8)				3,955		3,893

						6,162		7,264

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 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)	900	900	900
		5.25% Current / 5.25% PIK Secured Debt (Maturity—May 30, 2019)	11,558	11,491	10,888
		Class A Preferred Member Units (15% cumulative)(8)		1,181	1,318
		Class B Preferred Member Units (6,453 units)		6,030	1,769

				19,602	14,875

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	19,798	19,798
		Member Units (7,040 units)		12,124	12,124

				31,922	31,922

Garreco, LLC	Manufacturer and Supplier of Dental Products
		14% Secured Debt (Maturity—January 12, 2018)	5,550	5,511	5,511
		Member Units (1,200 units)(8)		1,200	1,150

				6,711	6,661

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)	13,484	13,390	13,484
		Member Units (5,879 units)(8)		13,065	18,030

				26,455	31,514

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)		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	9,907	9,907
		Member Units (3,124 units)		3,124	3,124

				13,031	13,031

Harrison Hydra-Gen, Ltd.	Manufacturer of Hydraulic Generators
		Common Stock (107,456 shares)(8)		718	3,340

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 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)		589	280
		Member Units (Wallisville Real Estate, LLC) (588,210 units)(8)		1,215	2,040

				1,804	2,320

HW Temps LLC	Temporary Staffing Solutions
		LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (Maturity July 2, 2020)(9)	10,376	10,296	10,296
		Preferred Member Units (3,200 units)(8)		3,942	4,360

				14,238	14,656

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)	11,250	11,197	11,250
		Member Units (5,400 units)(8)		5,606	6,690

				16,803	17,940

Indianapolis Aviation Partners, LLC	Fixed Base Operator
		15% Secured Debt (Maturity—January 15, 2017)	3,100	3,100	3,100
		Warrants (1,046 equivalent units)		1,129	2,649

				4,229	5,749

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)	4,205	4,200	4,205
		Member Units (627 units)(8)		811	4,650

				5,011	8,855

Lamb Ventures, LLC	Aftermarket Automotive Services Chain
		LIBOR Plus 5.75%, Current Coupon 6.27%, Secured Debt (Maturity—March 3, 2017)	139	139	139
		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	5,880
		9.5% Secured Debt (Lamb's Real Estate Investment I, LLC) (Maturity—October 1, 2025)	882	882	882
		Member Units (Lamb's Real Estate Investment I, LLC) (1,000 units)(8)		625	1,620

				15,054	16,656

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2016

(dollars in thousands)

(Unaudited)

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

Lighting Unlimited, LLC	Commercial and Residential Lighting Products and Design Services
		8% Secured Debt (Maturity—August 22, 2017)	1,514	1,514	1,514
		Preferred Equity (non-voting)		434	430
		Warrants (71 equivalent units)		54	10
		Member Units (700 units)		100	80

				2,102	2,034

Marine Shelters Holdings, LLC	Fabricator of Marine and Industrial Shelters
		12% PIK Secured Debt (Maturity—December 28, 2017)	9,967	9,905	9,379
		Preferred Member Units (3,810 units)		5,352	906

				15,257	10,285

MH Corbin Holding LLC	Manufacturer and Distributor of Traffic Safety Products
		10% Secured Debt (Maturity—August 31, 2020)	13,475	13,365	13,365
		Preferred Member Units (4,000 shares)		6,000	6,000

				19,365	19,365

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 (3,554 units)		1,244	2,300
		9.5% Secured Debt (Mid—Columbia Real Estate, LLC) (Maturity—May 13, 2025)	847	847	847
		Member Units (Mid—Columbia Real Estate, LLC) (250 units)(8)		250	600

				7,991	9,397

MSC Adviser I, LLC(16)	Third Party Investment Advisory Services
		Member Units (Fully diluted 100.0%)(8)		—	30,133

Mystic Logistics Holdings, LLC	Logistics and Distribution Services Provider for Large Volume Mailers
		12% Secured Debt (Maturity—August 15, 2019)	9,176	9,043	9,176
		Common Stock (5,873 shares)		2,720	5,150

				11,763	14,326

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2016

(dollars in thousands)

(Unaudited)

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

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	2,690	2,713
		18% Secured Debt (Maturity—February 1, 2019)	3,952	3,919	3,952
		Member Units (2,955 units)(8)		2,975	10,670

				9,584	17,335

NRI Clinical Research, LLC	Clinical Research Service Provider
		14% Secured Debt (Maturity—September 8, 2017)	4,510	4,464	4,510
		Warrants (251,723 equivalent units)		252	650
		Member Units (1,454,167 units)		765	2,321

				5,481	7,481

NRP Jones, LLC	Manufacturer of Hoses, Fittings and Assemblies
		6% Current / 6% PIK Secured Debt (Maturity—December 22, 2016)	13,703	13,631	13,631
		Warrants (14,331 equivalent units)		817	130
		Member Units (50,877 units)		2,900	410

				17,348	14,171

OMi Holdings, Inc.	Manufacturer of Overhead Cranes
		Common Stock (1,500 shares)		1,080	14,390

Pegasus Research Group, LLC	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—December 31, 2016)	9,710	9,710	9,710
		Common Stock (1,962 shares)(8)		2,150	11,780

				11,860	21,490

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)	3,361	3,361	3,361
		Preferred Member Units (19,631 units)		4,663	4,600
		Warrants (1,036 equivalent units)		1,200	20

				13,284	12,041

Quality Lease Service, LLC	Provider of Rigsite Accommodation Unit Rentals and Related Services
		8% PIK Secured Debt (Maturity—June 8, 2020)	6,929	6,929	6,929
		Member Units (1,000 units)		818	2,888

				7,747	9,817

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2016

(dollars in thousands)

(Unaudited)

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

River Aggregates, LLC	Processor of Construction Aggregates
		Zero Coupon Secured Debt (Maturity—June 30, 2018)	750		609		609
		Member Units (1,150 units)(8)			1,150		4,600
		Member Units (RA Properties, LLC) (1,500 units)			369		2,510

					2,128		7,719

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)	7,225		7,177		7,225
		Member Units (4,450 units)(8)			4,930		8,670

					12,107		15,895

The MPI Group, LLC	Manufacturer of Custom Hollow Metal Doors, Frames and Accessories
		9% Secured Debt (Maturity—October 2, 2018)	2,924		2,922		2,922
		Series A Preferred Units (2,500 units; 10% Cumulative)			2,500		360
		Warrants (1,424 equivalent units)			1,096		—
		Member Units (MPI Real Estate Holdings, LLC) (100% Fully diluted)(8)			2,300		2,300

					8,818		5,582

Uvalco Supply, LLC	Farm and Ranch Supply Store
		9% Secured Debt (Maturity—January 1, 2019)	986		986		986
		Member Units (2,011 units)(8)			3,843		4,860

					4,829		5,846

Vision Interests, Inc.	Manufacturer / Installer of Commercial Signage
		13% Secured Debt (Maturity—December 23, 2016)	2,889		2,885		2,885
		Series A Preferred Stock (3,000,000 shares)			3,000		3,370
		Common Stock (1,126,242 shares)			3,706		140

					9,591		6,395

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		220
		Preferred Member Units (10,072 units)			2,834		3,700

					7,477		7,963


Subtotal Control Investments (28.5% of total investments at fair value)				$	401,190	$	547,651

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2016

(dollars in thousands)

(Unaudited)

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

Affiliate Investments(6)

AFG Capital Group, LLC	Provider of Rent-to-Own Financing Solutions and Services
		Warrants (42 equivalent units)		$	259	$	620
		Member Units (186 units)			1,200		2,530

					1,459		3,150

Barfly Ventures, LLC(10)	Casual Restaurant Group
		12% Secured Debt (Maturity—August 31, 2020)	5,958		5,854		5,761
		Options (2 equivalent units)			397		420
		Warrant (1 equivalent unit)			473		240

					6,724		6,421

BBB Tank Services, LLC	Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market
		LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—April 8, 2021)(9)	336		332		332
		12% Current / 1% PIK Secured Debt (Maturity—April 8, 2021)	4,020		3,982		3,982
		Member Units (800,000 units)			800		800

					5,114		5,114

Boss Industries, LLC	Manufacturer and Distributor of Air, Power and Other Industrial Equipment
		Preferred Member Units (2,242 units)(8)			2,379		2,606

Bridge Capital Solutions Corporation	Financial Services and Cash Flow Solutions Provider
		13% Secured Debt (Maturity—July 25, 2021)	7,500		5,550		5,550
		Warrants (63 equivalent shares)			2,132		3,312
		13% Secured Debt (Mercury Service Group, LLC) (Maturity—July 25, 2021)	1,000		990		990
		Preferred Member Units (Mercury Service Group, LLC) (17,742 units)(8)			1,000		1,000

					9,672		10,852

Buca C, LLC	Casual Restaurant Group
		LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity—June 30, 2020)(9)	22,371		22,197		22,371
		Preferred Member Units (6 units; 6% cumulative)(8)			3,879		5,599

					26,076		27,970

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2016

(dollars in thousands)

(Unaudited)

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

CAI Software LLC	Provider of Specialized Enterprise Resource Planning Software
		12% Secured Debt (Maturity—October 10, 2019)	3,780	3,754	3,780
		Member Units (65,356 units)(8)		654	2,150

				4,408	5,930

CapFusion, LLC(13)	Non-Bank Lender to Small Businesses
		13% Secured Debt (Maturity—March 25, 2021)	12,800	11,566	11,566
		Warrants (1,600 equivalent units)		1,200	1,200

				12,766	12,766

Chandler Signs Holdings, LLC(10)	Sign Manufacturer
		12% Secured Debt (Maturity—July 4, 2021)	4,500	4,459	4,500
		Class A Units (1,500,000 units)(8)		1,500	2,950

				5,959	7,450

Condit Exhibits, LLC	Tradeshow Exhibits / Custom Displays Provider
		Member Units (3,936 units)(8)		100	1,780

Congruent Credit Opportunities Funds(12)(13)	Investment Partnership
		LP Interests (Congruent Credit Opportunities Fund II, LP) (Fully diluted 19.8%)(8)		5,778	1,439
		LP Interests (Congruent Credit Opportunities Fund III, LP) (Fully diluted 17.4%)(8)		15,754	15,976

				21,532	17,415

Daseke, Inc.	Specialty Transportation Provider
		12% Current / 2.5% PIK Secured Debt (Maturity—July 31, 2018)	21,660	21,471	21,660
		Common Stock (19,467 shares)		5,213	21,640

				26,684	43,300

Dos Rios Partners(12)(13)	Investment Partnership
		LP Interests (Dos Rios Partners, LP) (Fully diluted 20.2%)		5,237	4,121
		LP Interests (Dos Rios Partners—A, LP) (Fully diluted 6.4%)		1,663	1,191

				6,900	5,312

Dos Rios Stone Products LLC(10)	Limestone and Sandstone Dimension Cut Stone Mining Quarries
		Class A Units (2,000,000 units)(8)		2,000	2,000

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

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2016

(dollars in thousands)

(Unaudited)

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

East West Copolymer & Rubber, LLC	Manufacturer of Synthetic Rubbers
		12% Current / 2% PIK Secured Debt (Maturity—October 17, 2019)	9,650	9,534	9,534
		Warrants (2,510,790 equivalent units)		50	50

				9,584	9,584

EIG Fund Investments(12)(13)	Investment Partnership
		LP Interests (EIG Global Private Debt fund-A, L.P.) (Fully diluted 11.1%)(8)		2,788	2,788

EIG Traverse Co-Investment, L.P.(12)(13)	Investment Partnership
		LP Interests (Fully diluted 22.2%)(8)		9,805	10,027

Freeport Financial Funds(12)(13)	Investment Partnership
		LP Interests (Freeport Financial SBIC Fund LP) (Fully diluted 9.3%)(8)		5,974	5,620
		LP Interests (Freeport First Lien Loan Fund III LP) (Fully diluted 6.0%)(8)		3,564	3,564

				9,538	9,184

Gault Financial, LLC (RMB Capital, LLC)	Purchases and Manages Liquidation of Distressed Assets
		10% Current Secured Debt (Maturity—November 21, 2016)	13,046	13,018	11,053
		Warrants (29,025 equivalent units)		400	—

				13,418	11,053

Glowpoint, Inc.	Provider of Cloud Managed Video Collaboration Services
		12% Secured Debt (Maturity—October 18, 2018)	9,000	8,943	6,639
		Common Stock (7,711,517 shares)		3,958	2,160

				12,901	8,799

Guerdon Modular Holdings, Inc.	Multi-Family and Commercial Modular Construction Company
		9% Current / 4% PIK Secured Debt (Maturity—August 13, 2019)	10,599	10,476	10,476
		Preferred Stock (404,998 shares)		1,140	1,140
		Common Stock (212,033 shares)		2,983	80

				14,599	11,696

Houston Plating and Coatings, LLC	Provider of Plating and Industrial Coating Services
		Member Units (265,756 units)		1,429	4,380

I-45 SLF LLC(12)(13)	Investment Partnership
		Member units (Fully diluted 20.0%; 24.4% profits interest)(8)		12,200	12,586

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2016

(dollars in thousands)

(Unaudited)

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

Indianhead Pipeline Services, LLC	Provider of Pipeline Support Services
		12% Secured Debt (Maturity—February 6, 2017)	5,325	5,273	5,273
		Preferred Member Units (33,819 units; 8% cumulative)(8)		2,332	2,670
		Warrants (31,928 equivalent units)		459	—
		Member Units (14,732 units)		1	—

				8,065	7,943

KBK Industries, LLC	Manufacturer of Specialty Oilfield and Industrial Products
		10% Secured Debt (Maturity—September 28, 2017)	700	700	700
		12.5% Secured Debt (Maturity—September 28, 2017)	5,900	5,886	5,886
		Member Units (250 units)		341	3,090

				6,927	9,676

L.F. Manufacturing Holdings, LLC(10)	Manufacturer of Fiberglass Products
		Member Units (2,179,001 units)(8)		2,019	1,380

OnAsset Intelligence, Inc.	Provider of Transportation Monitoring / Tracking Products and Services
		12% PIK Secured Debt (Maturity—December 31, 2015)(17)	4,384	4,384	4,384
		Preferred Stock (912 shares; 7% cumulative)		1,981	—
		Warrants (5,333 equivalent shares)		1,919	—

				8,284	4,384

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	12,888	13,000
		Preferred Stock (1,500,000 shares; 20% cumulative)(8)		3,212	5,040

				16,100	18,040

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

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

September 30, 2016

(dollars in thousands)

(Unaudited)

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

Tin Roof Acquisition Company	Casual Restaurant Group
		12% Secured Debt (Maturity—November 13, 2018)	13,682	13,539	13,539
		Class C Preferred Stock (Fully diluted 10.0%; 10% cumulative)(8)		2,670	2,670

				16,209	16,209

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	2,813
		LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—January 13, 2019)(9)	822	822	815
		15% PIK Unsecured Debt (Maturity—July 13, 2019)	718	718	714
		Preferred Stock (4,935,377 shares; 13.5% cumulative)(8)		5,430	6,200
		Common Stock (705,054 shares)		—	2,580

				9,796	13,122

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 13.02%, Secured Debt (Maturity—December 29, 2020)(9)	10,716	10,622	10,622
		Preferred Member Units (Valley Healthcare Holding, LLC) (1,600 units)		1,600	1,600

				12,222	12,222

Volusion, LLC	Provider of Online Software-as-a-Service eCommerce Solutions
		10.5% Secured Debt (Maturity—January 26, 2020)	17,500	16,391	16,391
		Preferred Member Units (4,876,670 units)		14,000	14,000
		Warrants (950,618 equivalent units)		1,400	1,400

				31,791	31,791