OFS Capital Corporation
07/23/2025 | Press release | Distributed by Public on 07/23/2025 08:54
Material Agreement, Financial Obligation (Form 8-K)
Item 1.01 - Entry into a Material Definitive Agreement.
On July 23, 2025, OFS Capital Corporation, a Delaware corporation (the "Company"), and U.S. Bank Trust Company, National Association (the "Trustee"), entered into a Seventh Supplemental Indenture (the "Seventh Supplemental Indenture") to the Indenture, dated as of April 16, 2018, between the Company and the Trustee (the "Base Indenture"; and together with the Seventh Supplemental Indenture, the "Indenture"), relating to the Company's issuance of $69,000,000 aggregate principal amount of its 7.50% notes due 2028 (the "Notes").
The Notes will mature on July 31, 2028, and the Company may redeem the Notes in whole or in part at any time, or from time to time, on or after July 31, 2026 at the redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest. The Notes bear interest at a rate of 7.50% per year payable on January 31, April 30, July 31 and October 31 of each year, commencing on October 31, 2025. The Notes are direct unsecured obligations of the Company and rank pari passu, or equal, with any future unsecured, unsubordinated indebtedness, senior to any of the Company's future indebtedness that expressly provides it is subordinated to the Notes, effectively subordinated to all of the Company's existing and future secured indebtedness (including indebtedness that is initially unsecured in respect of which the Company subsequently grants a security interest), to the extent of the value of the assets securing such indebtedness, including, without limitation, borrowings under the Company's senior secured revolving credit facility with Banc of California, as amended, and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company's subsidiaries.
The net proceeds the Company received from the sale of the Notes was approximately $67.32 million based on a public offering price of $25 per Note, after deducting the underwriting discount, commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the offering of the Notes to partially redeem its 4.75% unsecured notes due 2026, of which the Company had $125.0 million outstanding as of July 14, 2025.
The Indenture contains certain covenants including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the Investment Company Act of 1940, as amended (the "1940 Act"), or any successor provisions, but giving effect, in either case, to any exemptive relief granted to the Company by the Securities and Exchange Commission (the "SEC"), to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, after giving effect to any exemptive relief granted to the Company by the SEC and subject to certain other exceptions, and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
The offering of the Notes was made pursuant to the Registration Statement on Form N-2 (File No. 333-278170), the preliminary prospectus filed with the SEC on July 16, 2025, the pricing term sheet filed with the SEC on July 17, 2025 and the final prospectus supplement filed with the SEC on July 17, 2025. The transaction closed on July 23, 2025.
The foregoing descriptions of the Seventh Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Seventh Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.
Item 2.03 - Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.
OFS Capital Corporation published this content on July 23, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on July 23, 2025 at 14:54 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]