Greetings and welcome to the Main Street Capital Corporation's third quarter earnings conference call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Zach Vaughan, with Dennard Lascar, Investor Relations. Please go ahead.

Thank you, operator, and good morning, everyone. Thank you for joining us for Main Street Capital Corporation's Third Quarter 2020 Earnings Conference Call. Main Street issued a press release yesterday afternoon that details the company's third 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 an hour after the completion of the call and will remain available until November 13. 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 through the Internet and can be accessed on the company's home page. Please note that information reported on this call speaks only as of today, November 6, 2020. And therefore, you are advised that any 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. Any 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, 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 companies, was derived from third-party sources and has not been independently verified. And now I'll turn the call over to Main Street's CEO, Dwayne Hyzak.

Thanks, Zach. Good morning, everyone, and thank you for joining us today. Joining me for our call today with prepared comments are David Magdol, our President and Chief Investment Officer; and Brent Smith, our CFO. Also joining us for the Q&A portion of our call are Vince Foster, our Executive Chairman; and Nick Meserve, our Managing Director and Head of our Middle Market Investment Group. I want to start by saying that we hope everyone is staying safe and healthy during these very unusual times. Given the ongoing impact of the COVID-19 pandemic, similar to our calls for the last few quarters, I will start today's call with some comments regarding the impact of the pandemic. I will then comment on our overall performance in the third quarter, some developments within our asset management business, our investment activities and current investment pipeline, our outlook for the next few quarters, our recent dividend announcement and several other updates. Following my comments, David and Brent will provide additional comments on our investment strategy, investment portfolio, financial results and future expectations, after which we'll be happy to take your questions. Since our last conference call, we have continued to prioritize the health and well-being of the employees and management teams and employees of our portfolio companies, while proactively working through the ongoing impacts of the pandemic on our investment portfolio. We greatly appreciate the ongoing efforts of these individuals, and we continue to be very pleased with their efforts and actions throughout the pandemic. While the economic environment since our last call has continued to be very challenging, we are pleased that the performance across the vast majority of our portfolio companies has stabilized and started to improve, allowing us to recover a meaningful portion of the unrealized depreciation we experienced earlier this…

Thanks, Dwayne, and good morning, everyone. As Dwayne highlighted in his remarks, during the third quarter, the negative impact of COVID-19 began to lessen and visibility improved for our portfolio companies. As a result, we saw the general environment for our existing portfolio companies stabilize as compared to earlier this year. During the quarter, we also saw a meaningful uptick of new actionable investment opportunities in our lower middle market and private loan portfolios, a significant portion of which we expect to close in the fourth quarter. We attribute this increase in part due to the uncertainty around the presidential election and perceived concerns related to potential negative tax consequences for business owners seeking a sale of their privately-held businesses. During the quarter, we also saw several of our existing lower middle market portfolio companies make opportunistic acquisitions, a trend we believe will continue in the fourth quarter and in the beginning of 2021. Opportunistic tuck-in acquisition should further contribute to the long-term value creation we expect our lower middle market portfolio companies can accomplish through the equity appreciation achieved from these external growth initiatives. Our intentional and differentiated investment strategy continues to serve us well during this prolonged time of market dislocation with our portfolio well diversified by end market, industry, vintage and security type. This diversification has been the cornerstone of our philosophy over 13 years as a public company. Because of the seasoned nature of our lower middle market portfolio, our portfolio company leverage in this segment of our business remains modest with a median net senior debt to adjusted EBITDA ratio of 2.7:1 and a median total adjusted EBITDA to senior interest ratio of 2.7:1. As of September 30, we had investments in 193 portfolio companies spanning across more than 50 industries. Our largest portfolio company…

Thanks, David. Our total investment income in the third quarter decreased over the same period in 2019 to a total of $52 million, primarily driven by a decrease in the dividend income due to the negative impacts from the COVID pandemic and a decrease in interest income primarily due to lower LIBOR rates. The change in total investment income also includes a decrease of $1.3 million related to lower levels of accelerated income for certain debt investments when compared to the third quarter of last year. Our operating expenses, excluding noncash share-based compensation expense, increased by $0.4 million over the same period of the prior year to a total of $18.9 million, primarily related to an increase in deferred compensation expense due to the increase in the fair value of our deferred compensation plan assets. The ratio of our total operating expenses, excluding interest expense, as a percentage of our average total assets was 1.4% for the third quarter on an annualized basis and 1.3% on a trailing 12-month basis. The activities of our external investment manager benefited our net investment income by approximately $2.2 million during the third quarter through the allocation of $1.9 million of operating expenses for services we provided to it and $0.3 million of dividend income. We recorded a net realized loss of $13.9 million during the third quarter, primarily relating to the realized losses from the exit of 3 middle market investments and the restructure of a middle market investment, partially offset by a realized gain related to a lower middle market investment. We recorded net unrealized appreciation on investment portfolio of $48.4 million during the third quarter primarily related to $13.9 million of net appreciation on our lower middle market portfolio, $16.9 million of net appreciation on our private loan portfolio, $13 million…

[Operator Instructions] Our first question comes from Robert Dodd with Raymond James.

On the dividend income, obviously last recession, it was depressed for 2 years because that was a 2-year recession, which is not the same situation we have now. And you're talking about dividend income starting to rebound in Q4. What's your confidence level that's not just a catch-up of depressed levels for the first 3 quarters and some of it has to balance out versus the beginning of a trend in terms of overall dividend distributions from your portfolio companies and that's sustainable into 2021?

Thanks, Robert. What I would say there is that part of the reason we expect the dividend income to start recovering is that, as we touched on our prior comments, that the view that our management teams across the portfolio have about their current business conditions is significantly better today than it was a couple of quarters ago. So as they continue to get more comfortable, they will be more comfortable in paying out dividends as opposed to retaining that as liquidity for their business. We don't expect them to take all that liquidity that they've built over the last couple of months and pay it out in the fourth quarter. We think that they'll continue to be gradual in their approach to utilizing their liquidity. So we don't expect that it will be a onetime event. We think it will be something that will play out over the next 3 to 4 quarters as the results continue to improve and the economy overall heals and they continue to be more and more comfortable releasing some of that liquidity that they've retained over the last 6 months.

Got it. I appreciate that. On the pipeline, you both talked about kind of an uptick in pipeline in the lower middle market. But David's comment was, part of that was potentially motivated by the time of planning and maybe changes to tax. It now seems, granted a week ago things seemed different, but it seems more likely that there probably won't be material changes to tax capital gains or anything else next year. Is there any expectation that that might change the shape of the pipeline as we go through Q4 or into next year, given things seem to -- on the tax front and that tax expectations seem to be changing pretty dramatically, pretty quickly?

Yes. So the folks that we tend to deal with in the private community as far as business owners are keenly focused on taxes and a lot of their decision-making take place earlier this year looking at liquidity. So for those owners that were looking for liquidity vent anyway, when you get the disruption and the noise in and around election, we find that people will perhaps, if their business is really impacted, shift from a majority sale to minority sale. But taxes are a top of mind. So I think with some of the uncertainty, irrespective of who's in office, there is a heightened awareness of it and a push to move forward and to get offers and transactions closed before year-end. And that's certainly what we see. But again, a lot of that activity is not exclusive to tax changes. What actually happens, it's more of a fear than anything else.

Got it. Got it. I appreciate that. One more, if I can real quick. You've 12 nonaccruals and then you said you expect 3 or 4 of those to drop-off in Q4. I mean there's obviously some of your portfolio companies have filed bankruptcy. Are those in that 12? And then the ones you expect to drop off, is that because you expect to exit? Or you expect to restructure and put them back on accrual?

I think it will be a combination of both of those. It will be all company-specific based upon where the company sits today and what we've been doing with the management teams and the equity owners and financial sponsors of those companies to work through the issues that they've had to deal with over the last couple of quarters. So I don't think there's one or the other, just a real driver. It's a combination of company-specific issues that will drive the outcomes. We do expect to have, as David said in his comments, a number of those nonaccruals that we worked through and would expect to see that number decrease as we move into the fourth quarter.

Next question comes from Bryce Rowe with National Securities.

Wanted to maybe follow-up on some -- yes, I wanted to follow-up on some of Robert's questions there. But maybe first wanted to talk about the HMS and the change to you all now being the sole adviser. So I obviously saw the decrease in the base management fee that you'll charge for your services there. Can you talk about kind of the -- I guess the structure now from an incentive fee perspective? I'm assuming that you're not earning the incentive fee at this point, maybe I'm wrong. And what -- have you made any changes to that?

Yes. Bryce, there's no changes to the incentive fee portion of the management fees. So the only change we made was to reduce the base fee, as you said, from 2% to 1.75%. In terms of visibility to earning the incentive fee, we have not been earning it over the last couple of quarters. I believe the last time we earned it was either Q4 of '19 or Q1 of '20. But it's been several quarters since we earned any incentive fees there. And just given the impacts of COVID, we don't expect to earn incentive fees in Q4. And then obviously, 2021 will be dependent upon the recovery, both in the broader economy as well as with the dividend income that we've touched on, on the Main Street side. So there's no change to the calculation, but it's just going to be a few quarters before we expect to have visibility to any incentive fee income from that relationship.

Okay. That's helpful, Dwayne. And in terms of maybe the activity, the pipeline, I mean, obviously, the private loan activity picked up here in the third quarter and it's been more of a focus for you all over the last several years. So maybe you could touch on what you're seeing from a pricing perspective now. Have you tried to expand your network in terms of other firms that you'll club up with to do those deals? And then kind of curious what the participation looks like within these recent deals in terms of other firms?

Sure. So I'll let Nick touch on the pricing here in just a minute. I think when you look at the activity, I'd say it's a combination of a couple of factors. One is, as you said, the parties that we've been participating with, either with us leading and bringing third parties in to participate with us or where it's other parties leading we participate in their activities or opportunities, as we've been doing this for a few years, we're just seeing those relationships provide more consistent opportunities for new investments. We're also seeing direct relationships with sponsors, where we've been in a transaction with them as we've been a good partner on the senior lender side as they have future opportunities, we're seeing more opportunities to go direct. And I'd say that's where you're seeing us. You have more opportunities to lead and bring other people in to participate with us than what we would have seen a couple of years ago. On the pricing, I'll let Nick give some commentary on that.

Yes. I'd say for a non-COVID-impacted company, what we're seeing is maybe 25 to 50 basis points wider than a year ago. But that's also combined with probably maybe 1/4 to 1/2 turn less leverage and a much better document overall. And so if you kind of put that all together, on a pure pricing basis, it's not a huge movement, but you are seeing better terms and better structures and a little less leverage. So if you're just doing a straight same leverage, same weaker document potentially, it's probably more in the 100 basis point range. But in the reality is we're seeing 25 to 50 basis points, which is the better overall loan structure.

Okay. Maybe a couple more, if you'll don't mind. Obviously, a lot of discussion around dividend income from your lower middle market portfolio companies. It's nice to see that dividend income pick up when you kind of think about it ex HMS. You saw a pickup in the third quarter from the level we saw in the first and second quarter, not a huge increase, but a bit of a pickup. Dwayne, I'm curious if there was any -- there was a chunky dividend that might have come in as it happens sometimes? Or did you see more participants or more portfolio companies contribute distributions this quarter than you did in the first half of the year?

Yes. I'd say that there wasn't a material change one way or another when you look at the composition of the individual companies that contribute to the dividend income. We do see movement per quarter where different companies will have higher dividends than they may have had in prior quarters. But overall, if you look at the composition across a number of portfolio companies, I don't think you would see a significant difference in Q3 versus prior quarters.

Okay. Okay. And then last one for me, just on balance sheet leverage. You've talked in the past about trying to take advantage when investment opportunities are more attractive in recessionary-like times. We've seen leverage go up a little bit, but you're still well below what others are operating at within the BDC space. So is there a little more appetite to take on a bit more leverage? And can you help us think about kind of what a targeted leverage level might be over the next year or so?

Yes, Bryce, I would say that we've always wanted to maintain a conservative position with significant liquidity. And I think after what we've dealt with over the last couple of quarters, I think our views of the benefits of doing that have been reinforced. I think we would not expect to see a significant change in our profile. You may see it move around a little bit quarter-to-quarter as we have new investment activity that increases for a quarter or 2. But overall, if you look at it on a long-term basis, I would not expect to see a significant change in our expectations from a leverage or a liquidity standpoint.

[Operator Instructions] Our next question comes from Kenneth Lee with RBC.

Wondering if you could just further expand upon your comments in terms of the key drivers for improving -- for seeing potential improving distributable net investment income over the near term. Just curious as to potentially what kind of assumptions are being built in.

So there's a couple of drivers there. One, obviously, is the transaction that we completed through which we became the sole adviser to HMS. So we have not had that prior to 9/30, really that relationship, as we announced in our press release last week, starts on October 30. So that will be a driver, both in Q4 with incremental income versus Q3, but also additional benefit in Q1 as we have that benefit for the full quarter as opposed to 2 months. So that's one of the drivers. I think David touched on his comments and we've given in some of our responses here to the questions, dividend income from our lower middle market companies will be another big driver. We do expect that benefit or that improvement to be gradual over multiple quarters, but we are seeing improvement there. So we expect to see that number continue to increase, both in Q1 -- I mean sorry, Q4 and Q1 and going forward as we continue to move forward from where we've been over the last couple of quarters. The last big driver is just the new investment activity. As we touched on, we're seeing robust activity and very attractive opportunities, both in our lower middle market business and private loans. So as we see those new investments come on in Q4 and then Q1 as well, that incremental investment income that comes from those investments will also be a key driver of that improvement.

We have a follow-up from Bryce Rowe.

Sorry to belabor the call. Just thought I might try to get Vince involved if he's there. And Dwayne, I'm sure you could play back up if he's not available. We've come to the point now where we've moved past the comment period for the proposed AFFE changes. I know you all have been involved with that process from the very start. And so just wanted to get any perspective or update that you all might have related to that.

Yes, Bryce. Good question. We're actually not past the comment period because the comment period, I think, began when the proposals were released before they appeared officially in the federal register and the 60-day comment period didn't begin to run until it appeared in the federal register, which is fairly recent. So we are -- we're working with SBIA and others in the industry on draft comments. We've actually made a first -- we've actually turned a draft of SBIA's comments and I expect others to comment as well. So well, I think we all feel pretty good about it. And I -- we don't see any real objection anywhere. And again, I think that the proposed rule gets us part of the way there. And so we want to applaud that effort and try to encourage more effort to get us further there in terms of get us eligibility -- complete eligibility back in the indices. So you'll see more on that probably in the next 30, 45 days.

Okay. And Vince, does that -- getting you all the way there, so to speak, does that -- with the index eligibility, will that kind of fall on individual BDCs to lobby with S&P and Russell? Or is it being spearheaded by a particular group?

Well, we're trying to use our best contacts with Russell and its parent company to try to enter into direct substantive negotiations or discussions with them. On the other hand, they don't really have an independent view per se. They're -- they want to know what their constituents prefer. And so they're in the process of polling their subscribers and other mutual funds, et cetera, to try to see if they have a view. If so, what is it, how strongly is it held? Is there some consistency there? So I think they're pretty neutral on the topic. That -- the reason we say part of the way there now is that if you get the footnote disclosure, if you're a fund that has less than 10% acquired funds or BDCs in terms of your portfolio, over 10%, you don't get relief. And so that's why we're -- so since most funds, we're going to have less than 10%. That's part of the way there. It's out of the expense table and into a footnote. We don't know how Russell is going to react to that, but it is positive movement and it should be positive in general for those funds that we're concerned about having it in the expense table so.

This concludes today's Q&A session. I would like to turn the floor over to management for closing remarks.

We thank everyone for joining us this morning. We look forward to talking to everyone again after our year-end earnings release.

This concludes today's teleconference. You may disconnect your lines at this time and thank you for your participation.