Greetings and welcome to the Main Street Capital Corporation First Quarter 2018 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Mark Roberson, Investor Relations. Thank you, you may begin.

Thank you, operator, and good morning everyone. Thank you for joining us for Main Street Capital Corporation's first quarter 2018 earnings conference call. Joining me on the call today are Chairman and CEO, Vince Foster; President and Chief Operating Officer, Dwayne Hyzak; and Chief Financial Officer, Brent Smith. Main Street issued a press release yesterday afternoon that details the company's first quarter financial and operating results. This document is available on the Investor Relations section of the company's website at mainstcapital.com. A replay of today's call will be available beginning about an hour after the completion of the call and will remain available until May 11. Information on how to access the replay was included in yesterday's release. We also advise you that this conference call is being broadcast live over the Internet and can be accessed on the company's homepage. Please note that information reported on this call speaks only as of today, May 04, 2018, and therefore, you are advised that time-sensitive information may no longer be accurate at the time of any replay listening or transcript reading. Today's call will contain forward-looking statements. Many of these forward-looking statements can be identified by the use of words such as anticipates, believes, expects, intends, will, should, may or similar expressions. These statements are based on management's estimates, assumptions and projections as of the date of this call and there are no guarantees of future performance. Actual results may differ materially from the results expressed or implied in these statements as a result of risks, uncertainties and other factors including but not limited to the factors set forth in the company's filings with the Securities and Exchange Commission, which can be found on the company's website or at sec.gov. Main Street assumes no obligation to update any of these statements unless required by law. During today's call, management will discuss non-GAAP financial measures including distributable net investment income. Please refer to yesterday's press release for a reconciliation of these measures to the most directly comparable GAAP financial measures. Certain information discussed on this call including information related to portfolio of companies was derived from third-party sources and has not been independently verified. And now, I'll turn the call over to Vince.

Thanks, Mark and thank you all for joining us today. I will comment on the performance of our investment portfolio, discuss our recent dividend announcements and a few other recent developments and conclude by commenting on our investment pipeline. Following my comments, Dwayne Hyzak, our President and Brent Smith, our CFO will comment on our first quarter financial results, recent originations and exits, our currently liquidity position and certain key portfolio statistics and other recent developments, after which we will take your questions. We were pleased with our first quarter operating results. Our lower middle market portfolio, our primary area of focus, depreciated by $3.3 million on a net basis during the quarter with 26 of our investments appreciating during the quarter and 9 depreciating. Our middle market long, private loans and our other assets ended the quarter collectively appreciating by $3.1 million. Overall, the portfolio was essentially flat from a valuation standpoint during the quarter. We finished the quarter with a net asset value per share of $23.67, a sequential increase of $0.14 over the fourth quarter. Our lower middle market companies collectively continue to exhibit very conservative leverage ratios on a relative basis, which Dwayne will cover in greater detail. Earlier this week, our board declared our third quarter 2018 regular monthly dividends of $0.19 a share in each of July, August and September of 2018, maintaining our second quarter payout rate. The ex-date for these dividends are June 28, July 19 and August 20 respectively. And last month, our board declared a $0.275 a share of semiannual supplemental dividend to be paid on June 26. We wanted to note the recent enactment of the Small Business Credit Availability Act, which passed recently as part of the omnibus spending bill. We've been working for several years with the…

Thanks, Vince and good morning, everyone. We are pleased to report another quarter, during which we grew our total investment income and distributable net investment income, both in total and on a per share basis and again generated distributable net investment income in excess of our monthly dividends. In addition, as a result of our unique focus on investments in both debt and equity in the lower middle market, we were also able to generate $7.5 million of net realized gains from our investment portfolio, primarily from the successful exits of our investments in Hydratech and SoftTouch Medical. We are also pleased that our operating results for the trailing 12 month period ended March 31 represent a GAAP return on equity or ROE of 13.1%. ROE is our principal metric for evaluating our performance internally and we are pleased that our most recent results are in line with our stated long term goal of producing an ROE percentage in the low to mid-teens. We believe that these results illustrate the significant benefits of our unique investment strategy in the lower middle market, which combined with our efficient operating structure and other complementary investment and asset management activities continue to provide a value proposition that differentiates Main Street from other yield oriented investment options and generates the premium total returns realized by our shareholders. We believe that the primary driver of our long term success has been and continues to be our primary focus on the under-served lower middle market and specifically our investment strategy of investing in both debt and equity in a lower middle market and acting as a sponsor and a partner to the management teams of our lower middle market portfolio companies and not just a financing source. Each quarter, we try to highlight different aspects of…

Thanks, Dwayne. We are pleased to report that our total investment income increased by 17% for the first quarter over the same period in 2017 to a total of 55.9 million, primarily driven by an increase in dividend income of 6.8 million and an increase in interest income of approximately 1.1 million. The total investment income includes an elevated amount of dividend income activity, partially offset by a decrease of 1.8 million related to lower accelerated prepayment, repricing and other activity for certain debt investments when compared to the same period in 2017. First quarter 2018 operating expenses, excluding non-cash share-based compensation expense increased by 2.2 million over the first quarter of the prior year to a total of 16.7 million. The increase was primarily related to the 1.7 million increase in interest expense and 1.1 million increase in compensation expense. These increases were partially offset by an increase of 0.5 million in costs we allocated to the external investment manager for services provided to it. The ratio of our total operating expenses, excluding interest expense, as a percentage of our average total assets, which we believe is the key metric in evaluating our operating efficiency, was 1.5% on an annualized basis for the first quarter compared to 1.6% during the same period of the prior year. Our increased total investment income and the continued leverage of our efficient operating structure resulted in a 17% increase in distributable net investment income for the first quarter of 2018 to a total of 39.3 million or $0.67 per share, which exceeded our recurring monthly dividends paid for the quarter by approximately 18%. The activities of our external investment manager during the first quarter and its relationship with the HMS. income fund benefited our investment income by approximately 2.6 million in the first…

[Operator Instructions] And our first question is from Robert Dodd from Raymond James.

Going back to Vince’s comments on the leverage and obviously I don't think you’ve ever pushed 1 to 1 and clearly demonstrate that you don't need it in your market to generate the top of the table by the way. But it was mentioned that the discussion with SP, with the -- in the past, you've given us indications on what S&P had told you about leverage limits, et cetera, that would be acceptable to maintain investment grade rating. Can you remind us what that is or whether that's changed at all? I mean, obviously, we've heard what they said, ask for double leverage, lose at least a notch. Beyond that, have they given any other update to kind of their indication of what they're looking for from people to maintain that rating?

Robert, the answer is they have made a slight tweak to their criteria. There was a two part test. And essentially Brent and I tried to come up with a scenario, an asset mix liability mix where it would actually make a difference and it was really hard and we kind of done one theoretical example. So essentially, their criteria hasn't changed. But Brent will tell you what the two tests are.

Yes. On the leverage, as you said, we've discussed this before. The first one is a total debt to ATE, which the ATE is adjusted equity to exclude any cumulative unrealized appreciation or depreciation and it’s total debt, so including SBIC debt and all that. That ratio ultimately has to be below 1.5 times, but below one times to avoid scrutiny over certain income ratios. So generally speaking on that rate for an investment grade company, they want to be below one times total debt to ATE. If you go above one times, you’re going to be subject to other ratios. On the regulatory limit, they like to have a certain amount of cushion and therefore, right now, they are not changing that, even though the BDCs have the opportunity to get shareholder reward approval to change that regulatory limit. Right now, it’s unchanged, but I could have you 0.85 times on a debt to equity basis on a regulatory basis.

And is that 0.85 on adjusted equity as well?

Regular equity. About 20% cushion under the legacy regulatory limit.

So a few have booked us the A debt and other debt, which most of the BDCs do that are in the SBIC program and you just have to stay less than 1 to 1 and you don’t have to run any income tests. And the income test involve and pick and stuff like that.

Just on the market. Obviously, the order seems healthy, very healthy, unemployment now under 4. Are you seeing any changes in either early stage interest and obviously your lower middle market really isn’t direct, necessarily directly tied to that, but is this state planning, et cetera, have you seen any changes either because more optimistic about the future in terms of people coming to you with interest of partnering, maybe the potential retiree being more willing to sell equity at higher valuations? Any, there is a lot going on and obviously the tax flow changes. Have there been any kind of follow-on effects from that that maybe were and what you expected, because you’ve given us a lot of good color on your expectations regarding the tax stuff in the past.

Yes. I don’t think we’ve seen that yet. Frankly, I don’t think the average person has fully digested the tax law yet and they're not going to file their returns until next April and I think there's a fair amount of confusion how the 20% passthrough works and all that. So I think for a lot of people, depending on the state they live in, it's largely kind of a push and it's complex. And I don't think it's altering behavior that we've seen. I will say one thing though that we've seen in the last 12 to 18 months is some of the larger private equity firms seem to be more interested in the buy and build and the roll up type strategy. So some of our firms have an increased level of interest from household name private equity firms that you would normally not associate with our size. Dwayne, would you expand on that?

Yeah. I would agree with what you said. I think the market for us continues to be favorable. We had a great first quarter and I think Vince covered in his comments that we continue to see a healthy amount of good opportunities, I think we're pretty pleased and happy to really see a lot of changes here in the recent market versus what we've been experiencing for the last couple of years, which is one of the reasons that we find the lower middle market so attracting in comparison to other parts of the broader market.

Got it. And just on that point, if the larger firms, which have a history of wanting to replace management teams, looking at your companies and a lot of your companies have gotten over you guys, because they wanted to maintain control. Is that still the traditional legacy butting of head, so is that more of a meeting on the minds about whether your type of companies and a lot of firms are on the same page about how that happens?

Yeah. I think what's causing that trend is if the larger PE firms are looking at a market where they've got to pay 12 to 14 times EBITDA for a transaction, the equity return requirement that they have, that they have sold their LPs on can't be achieved. So what can you do? Well, so maybe what you do is you pay up for a platform company 12, 14 times and then try to find smaller companies to add on to average down your costs and achieve that arbitrage, in which case our kinds of companies are attractive to that model.

And the only thing I would add to that Robert is that, the relationship we have with our portfolio company managers continues to be the same, but if there is an opportunity to achieve valuations that exceed what we’ve been able to generate historically from a value standpoint, at some point that I wish it makes sense not only to the industry, but it makes sense to the portfolio manager of the individual company, that's our equity co-investor. So at some point, they decided coming together with a larger entity at right valuation makes sense for the overall opportunity.

Right. Everybody has that price ultimately, right. And just HMS, very successful relationship at 45. Any other initiatives in the pipeline, obviously, these things are great from the sense of generating return to the Main Street shareholders without putting not necessarily more capital at this, just leveraging expertise into earnings. It’s tremendously accretive. Any other opportunities that you're looking at working on to potentially increase that even more?

Yeah. We’re always thinking about and looking at other opportunities to leverage the talent that we have here without necessarily running a check and I would say that, if there is not an HMS 20.0 type vehicle within the next 12 or 18 months, there's a high likelihood that you will see something else get done that would involve us as an advisor, sub advisor or something. There are just that many opportunities out there and we’re – we have a real open mind in terms of what we evaluate and then it’s just very ROE driven in terms of either if it involves an investment of strictly ROE driven, if it doesn't involve an investment, it's more subjective, it is kind of a return on our people's time, because we don't have bandwidth to do something else, but we are geared up to take on another pool of assets, whether it's with an HMS type vehicle or something else.

Our next question is from Doug Mewhirter from SunTrust Robinson Humphrey.

We just want to drill down on the state of the lower middle market companies a bit. So recently, the National Center for Middle Market just released their first quarter middle market indicator report and it was interesting because it suggests that for lower middle market companies, the appetite to make an acquisition increased from the prior quarter, along with their willingness to take on debt, however, the appetite to be acquire or merge with another company remains flat along with their willingness to open up new lines of credit. So we're just curious, are you seeing similar characteristics from your portfolio company. There are companies you're working with in the pipeline?

I think we expect to see an elevated interest in M&A, simply for the following reason. Most lower middle market M&A is done as an asset deal for tax purposes, because you have a flow through buying another flow through without getting too technical. Well, when you're doing an asset acquisition and under the new tax law, any purchase price that you allocate to depreciable assets is immediately expensable for the next few years. When you're looking at being able to expense a huge percentage of your acquisition, we've never had that in terms of US tax policy. I don't think going back to 1913 or whatever, we first an income tax. So that has to be a motivating factor if you can your competitor and expense a lot of the purchase price. So I think that's where that's coming from rather than anything happening in the economy.

And I guess just as a follow-up for that question, have you seen -- with those sort of characteristics we just mentioned, have you seen any difference between lower middle market companies and just straight middle market companies.

I don't think so. I think the same that Vince outlined would apply to the broader middle market as well. Obviously, that part of the market has always had a larger M&A appetite as part of their growth strategy, but I think it's similar impact to what Vince said, given the tax rate changes or the tax code changes.

And then I guess just lastly, we know your stock has been sort of relatively strong since the end of the quarter. Any change to your ATM program.

I would say, in the first quarter, we did approximately 11 million as I said on the call and that is part of the ATM. Really that was more just – obviously, the market was somewhat volatile, our stock price was somewhat volatile and we're conscious in our program. We don't want to contribute to a down day or a downward trend and put more pressure on the stock price and we have certainly plenty of liquidity in the first quarter. Now let's say with the market being a little more stable and our stock price specifically being a little more stable, I would expect us to ramp up the ATM activity in second quarter, to be higher than the first quarter and hopefully if all things work out more in line with most of the quarters of 2017.

Our next question is from Tim Hayes from B. Riley FBR.

This is actually Makenzy Brown on for Tim Hayes today. Congrats on the very strong quarter. So just a question kind of around higher rates and kind of if it's affected your strategy at all in the quarter and how you're kind of thinking about that? I know you mentioned on the last call about offering companies possibly the ability to choose between fix and floating options. So are you structuring deals in a way that may incentivize companies to use floating or kind of your thoughts around all of that would be great?

Yeah. I would say we haven't really changed anything about how we're approaching it obviously. There's increased sensitivity to floating rates. So I think we continue to try and provide options, instructions for the needs of the portfolio company, but also fit with the needs on the Main Street side and I think we've been successful in continuing to do that in the last three to six months and I wouldn't say that we really changed our approach. Different portfolio companies are going to view their interest rate sensitivity differently and that's why we think providing them options and letting them pick from those options is a good approach from a market facing standpoint.

And then just kind of a follow up to that, how coupon rates on first lien investments trended over the past several months? Any material change there?

I would say obviously the floating market rates continue to change, relative to the spread if you look at the broader middle market has contracted some. So I think when you look at the rate that’s being experienced by the portfolio companies in the middle market, actually, there's not been a significant change there. I think the lower middle market, while we continue to look at the sensitivity, I would say you've had a similar result where the rates were charging today would be fairly consistent with what's been charged the last couple of quarters.

Thank you. This concludes the question-and-answer session. I’d like to turn the floor back over to management for any closing comments.

Great. Thank you all for joining us and we look forward to talking to you again next quarter. Bye.