Simpson Thacher & Bartlett LLP

900 G STREET NW

WASHINGTON, DC 20001

TELEPHONE: +1-202-636-5500

FACSIMILE: +1-202-636-5502

March 19, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Christina DiAngelo Fettig, Christopher Carlson, Daniele Marchesani, Jay Williamson, Raymond Be and Thomas Ahmadifar

Dear Ms. Fettig and Messrs. Carlson, Marchesani, Williamson, Be and Ahmadifar:

On behalf of MidCap Financial Investment Corporation (the “Fund”), we hereby transmit to the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) the Pre-Effective Amendment No. 2 (“Amendment No. 2”) to the above referenced registration statement on Form N-14 initially filed with the SEC on November 17, 2023 (the “Initial Filing”) and as amended by the Pre-Effective Amendment No. 1 filed with the SEC on January 17, 2024 (“Amendment No. 1” and, together with the Initial Filing and Amendment No. 2, the “Registration Statement”) by the Fund and are providing the following responses to comments received by telephone from the Staff on January 30, 2024, February 14, 2024, February 16, 2024 and March 15, 2024. The responses and information described below are based upon information provided to us by the Fund. Please note that all page numbers in our responses are references to the page numbers of Amendment No. 2. All capitalized terms used but not defined in this letter have the meanings given to them in Amendment No. 2.

Response: In response to the Staff’s comments, the Fund confirms that it will include the requested disclosure in future filings, such as an annual report on Form 10-K.

Response: In response to the Staff’s comments, the Fund confirms that it will include the requested disclosure in future filings, such as an annual report on Form 10-K.

Response: In response to the Staff’s comments, the Fund has revised the disclosure accordingly, including on page 12 of Amendment No. 2.

Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly on page 58 of Amendment No. 2 to ensure that the file numbers are correct.

Response: In response to the Staff’s comments, the Fund has revised the disclosure accordingly, including on page 61 of Amendment No. 2.

Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly, including on page 61 of Amendment No. 2.

Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly, including on pages 61 and 62 of Amendment No. 2.

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Response: In response to the Staff’s comment, the Fund has deleted the “Pro Forma as of December 31, 2023” column from the capitalization table as it is no longer necessary in light of updating the Registration Statement to reflect a balance sheet date of December 31, 2023 and no material changes have occurred since such date.

Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly, including on page 65 of Amendment No. 2.

Response: In response to the Staff’s comments, the Fund has included the below explanations for the pro forma adjustment calculations for footnotes 6, 7 and 8 to the Capitalization table.

AFT/AIF/MFIC Merger

The pro forma adjustments corresponding to the successful merger of both AFT and AIF with MFIC includes two adjustments. The first adjustment is to the shares outstanding to reflect the exchange of the outstanding AFT and AIF shares to newly issued MFIC shares. The outstanding AFT and AIF shares as of December 31, 2023 would be multiplied by their respective exchange ratios to MFIC. The sum of that calculation would then be added to the outstanding shares of MFIC as of December 31, 2023. This would calculate to a decrease adjustment of 981,699 shares, with a calculation table listed below.

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The second adjustment is to cash for the $0.20 special distribution paid to the shareholders of the merged entities. This would be calculated by multiplying the adjusted shares outstanding, as described above, by the $0.20 special distribution, totaling a reduction adjustment of $18.9 million (94,309,177 shares outstanding * $0.20 special distribution = $18,861,835).

AFT /MFIC Merger

The pro forma adjustments corresponding to the successful merger of only AFT with MFIC includes two adjustments. The first adjustment is to the shares outstanding to reflect the exchange of the outstanding AFT shares to newly issued MFIC shares. The outstanding AFT shares as of December 31, 2023 would be multiplied by an exchange ratio to MFIC. The sum of that calculation would then be added to the outstanding shares of MFIC as of December 31, 2023. This would calculate to a decrease adjustment of 379,995 shares, with a calculation table listed below.

The second adjustment is to cash for the $0.20 special distribution paid to the shareholders of the merged entities. This would be calculated by multiplying the adjusted shares outstanding, as described above, by the $0.20 special distribution, totaling a reduction adjustment of $15.8 million (80,446,855 shares outstanding * $0.20 special distribution = $16,089,370).

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AIF /MFIC Merger

The pro forma adjustments corresponding to the successful merger of only AIF with MFIC includes two adjustments. The first adjustment is to the shares outstanding to reflect the exchange of the outstanding AIF shares to newly issued MFIC shares. The outstanding AIF shares as of December 31, 2023 would be multiplied by an exchange ratio to MFIC. The sum of that calculation would then be added to the outstanding shares of MFIC as of December 31, 2023. This would calculate to a decrease adjustment of 601,703 shares, with a calculation table listed below.

The second adjustment is to cash for the $0.20 special distribution paid to the shareholders of the merged entities. This would be calculated by multiplying the adjusted shares outstanding, as described above, by the $0.20 special distribution, totaling a reduction adjustment of $15.8 million (79,115,598 shares outstanding * $0.20 special distribution = $15,823,119).

Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly on page 194 of Amendment No. 2.

Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly on page 196 of Amendment No. 2.

Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly on page 197 of Amendment No. 2.

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Response: In response to the Staff’s comment, Deloitte has revised its consent accordingly and the Fund has filed the revised consent as an exhibit to Amendment No. 2.

Response: In response to the Staff’s comment, the Fund has revised the portfolio company table of MFIC to include the information as of December 31, 2023, beginning on page 217 of Amendment No. 2.

Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly to reference the Fund’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the SEC on May 19, 2022.

Response: In response to the Staff’s comments, the Fund has revised the disclosure accordingly, on page 19 of Amendment No. 2.

Response: In response to the Staff’s comments, the Fund has revised the disclosure accordingly, on page 57 of Amendment No. 2.

Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly, including on page 61 of Amendment No. 2.

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Response: In response to the Staff’s comment, the Fund confirms that the “Debt less unamortized debt issuance costs” listed the section titled “Capitalization” is $1,442,832. The amount is the total of the “Debt”, $1,462,267, and the “Deferred Financing Costs”, $19,435, listed in the Fund’s Consolidated Statement of Assets and Liabilities as of December 31, 2023. The “Deferred Financing Costs” of $19,435 is related to the discount and offering costs related to the Fund’s senior secured revolving credit facility and all other discounts and offering costs related to the Fund’s other debt securities are included in the “Debt” amount of $1,462,267.

Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly, including on page 66 of Amendment No. 2.

Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly, including on pages 194, 196 and 197 of Amendment No. 2.

Response: In response to the Staff’s comment, the Fund notes that it has not filed any current reports on Form 8-K that need to be disclosed.

Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly in the MFIC Stockholder Letter, AFT Stockholder Letter and AIF Stockholder Letter.

Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly on pages 49 and 50 of Amendment No. 2.

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Response: In response to the Staff’s comment, the Fund has revised the disclosure accordingly on page 50 of Amendment No. 2.

Response: On behalf of the Fund, we respectfully note that Rule 17a-8 under the 1940 Act requires stockholders of a merging company to approve a merger of affiliated companies in certain situations. Rule 17a-8(a)(3) specifically requires that “[p]articipation in the Merger is approved by the vote of a majority of the outstanding voting securities (as provided in section 2(a)(42) of the Act (15 U.S.C. 80a-2(a)(42))) of any Merging Company that is not a Surviving Company, unless ….” In addition, Section 2(a)(42) of 1940 Act requires approval of the lesser of (i) 67% of the voting securities present at such meeting, if the holders of more than 50% of the outstanding voting securities of such company are present or represented by proxy; or (ii) more than 50% of the outstanding voting securities of such company.

Under Rule 17a-8, the Mergers must be approved by the stockholders of any merging company that is not a surviving company. Additionally, the surviving company is only required to obtain stockholder approval of the Mergers if required by law. While there is no requirement for MFIC Stockholders to approve the Mergers under Rule 17a-8, MFIC’s organizational documents or Maryland law, NASDAQ rules require MFIC to obtain stockholder approval if there is a material increase in the number of MFIC shares to be issued. In this case, MFIC will only need to obtain the affirmative vote of MFIC Stockholders representing a majority of all the votes cast at the MFIC Special Meeting to approve the MFIC Share Issuance Proposal to comply with the NASDAQ rules.

For AFT and AIF, Rule 17a-8(a)(3) requires stockholder approval of the Mergers by vote of the lesser of (i) 67% of the outstanding voting securities of AFT and AIF present at the AFT Special Meeting and AIF Special Meeting, respectively, if more than 50% of the outstanding voting securities of AFT and AIF are present at the AFT Special Meeting and AIF Special Meeting, respectively, or (ii) more than 50% of the outstanding voting securities of AFT and AIF, respectively. In addition, Maryland law requires the Mergers to be approved by a majority of the outstanding voting securities of AFT and AIF. Given that Maryland’s voting requirement is higher than the Section 2(a)(42) requirement, AFT and AIF will meet the Section 2(a)(42) voting requirement by satisfying the Maryland requirement. In this case, the vote of a majority of the securities of AFT and AIF entitled to vote on the AFT Merger Proposal and AIF Merger Proposal, respectively, would be required to approve the Mergers.

Response: On behalf of the Fund, we respectfully disagree with the implication that a payment by an affiliate of a registered investment company implicates Rule 17d-1 under the 1940 Act. Under Rule 17d-1, registered investment companies and their affiliates are prohibited from entering into any joint enterprise or other joint arrangement without receiving an exemptive order from the SEC, subject to certain conditions. The AFT Stockholder Payment and AIF Stockholder Payment is not a joint enterprise or other joint arrangement.

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To the extent that one would view the AFT Stockholder Payment and AIF Stockholder Payment as implicating Rule 17d-1, the Fund is of the view that such payments are exempt from the Rule pursuant to Rule 17d-1(d)(8). Each of the AFT Stockholder Payment and AIF Stockholder Payment is part of the merger consideration that would otherwise be paid by the Fund. Instead of having the Fund make the payment, MFIC Adviser will pay AFT Stockholders and AIF Stockholders. Under Rule 17d-1(d)(8), an investment adviser is permitted to bear expenses in connection with a merger involving a registered investment company (or a BDC) without obtaining an exemptive order from the SEC. When the SEC adopted Rule 17d-1(d)(8), the SEC noted that “[i]n the course of a merger involving an investment company, its investment adviser may secure certain incremental financial benefits such as potentially greater fees due to an increase in the amount of assets under its management or an elimination of duplicative expenses”¹ and that the “investment adviser, in turn, may propose to bear expenses associated with the transaction, either directly or by reimbursing the participating investment companies.”²

Given that the AFT Stockholder Payment and AIF Stockholder Payment is merger consideration for the acquisition of AFT’s and AIF’s assets in connection with the Mergers, these payments are considered transaction expenses related to the Mergers. The Collins English Dictionary defines an “expense” as “the money that something costs you or that you need to spend in order to do something.” In this case, the combination of MFIC Common Stock, plus the AFT Stockholder Payment and AIF Stockholder Payment is the cost of AFT’s and AIF’s assets for MFIC. In other words, MFIC Adviser will need to pay the AFT Stockholder Payment and AIF Stockholder Payment in order for MFIC to acquire AFT’s and AIF’s assets. Accordingly, the AFT Stockholder Payment and AIF Stockholder Payment is an expense for MFIC that MFIC Adviser will incur in connection with the Mergers. Under Rule 17d-1(d)(8), MFIC Adviser can pay the AFT Stockholder Payment and AIF Stockholder Payment because MFIC Adviser is bearing transaction expenses associated with the Mergers. Therefore, there is no need to obtain exemptive relief from the SEC because the AFT Stockholder Payment and AIF Stockholder Payment are one of the “expenses” that are contemplated under Rule 17d-1(d)(8).

Response: On behalf of the Fund, we note the Staff’s view on the termination fee.

Response: On behalf of the Fund, we note the Staff’s comments.

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Please call David Blass at 202-636-5863, Jonathan Corsico at 202-440-2526 or me at 202-636-5592 with any questions you may have regarding this filing or if you wish to discuss the above responses.

Kristin Hester, MidCap Financial Investment Corporation

David Blass, Simpson Thacher & Bartlett LLP

Jonathan Corsico, Simpson Thacher & Bartlett LLP

Jonathan Pacheco, Simpson Thacher & Bartlett LLP

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