Oxford Lane Capital Corp Series 2029 Pfd美股招股说明书(2025-02-21版)

Oxford Lane Capital Corp. $165,000,000 7.95%Notes due 2032 Weare a closed-end management investment company that has registered as aninvestmentcompany under the Investment Company Actof1940,or the“1940 Act.”Ourinvestment objective is to maximize our portfolio’s risk-adjusted total return.Wehave implemented our investment objective by purchasing portions of equity andjuniordebt tranches of collateralized loan obligation,or“CLO,”vehicles.Structurally,CLO vehicles are entities formed to originate and/or acquire aportfolio of loans. Weare offering$165,000,000 in aggregate principal amount of 7.95%notes due2032which we refer to as the“Notes.” The Notes will mature on February 29,2032.Wewill pay interest on the Notes on March 31,June 30,September 30 and December 31each year, beginning on June30, 2025. We may redeem the Notes in whole or in part atanytime,or from time to time on or after February 28,2030 at the redemption priceofpar,plus accrued interest,as discussed under the caption“Description of theNotes—OptionalRedemption”in this prospectus supplement.The Notes will beissuedin minimum denominations of$25 and integral multiples of$25 in excessthereof. Aninvestment in the Notes is subject to significant risks and involvesaheightened risk of total loss of investment.The interests of the CLOsecuritiesin which we invest are subject to a high degree of specialrisks,including:CLO structures are highly complicated and may be subjecttodisadvantageous tax treatment;CLO vehicles are highly levered(with CLOequitysecuritiestypicallybeingleveragedbetweennineandthirteentimes)andaremadeupofbelowinvestmentgradeloansinwhichwetypicallyhave a residual interest that is much riskier than the loans thatmakeuptheCLOvehicle;andthemarketpriceforCLOvehiclesmayfluctuatedramatically,which may make portfolio valuations unreliable andnegativelyimpact our net asset value and our ability to make distributionstoour stockholders.Some instruments issued by CLO vehicles may not bereadilymarketable and may be subject to restrictions on resale.Securitiesissuedby CLO vehicles are generally not listed on any U.S.nationalsecuritiesexchangeandnoactivetradingmarketmayexistforthesecuritiesof CLO vehicles in which we may invest.Although a secondarymarketmay exist for our investments in CLO vehicles,the market for ourinvestmentsin CLO vehicles may be subject to irregular trading activity,widebid/ask spreads and extended trade settlement periods.As a result,thesetypes of investments may be more difficult to value.See“RiskFactors”beginning on page 15 of the accompanying prospectus and undersimilarheadings in the documents that are incorporated by reference intothisprospectus supplement and the accompanying prospectus,to read aboutfactorsyoushouldconsider,includingtheriskofleverage,beforeinvestingin our securities. Currently we have issued and outstanding 6.25% Series2027 Term Preferred Shares(the “Series2027 Term Preferred Shares”), 6.00% Series 2029 Term Preferred Shares(the “6.00% Series2029 Term Preferred Shares”), 7.125% Series 2029 Term PreferredShares(the“7.125%Series2029Term Preferred Shares”and,together with theSeries2027 Term Preferred Shares and the 6.00%Series 2029 Term Preferred Shares,the“Term Preferred Shares”)and the 6.75%Notes due 2031(the“2031 Notes”),the5.00%Notes due 2027(the“2027 Notes”),and the 8.75%Notes due 2030(the“2030 Notes”).There was$88.1millionof our Series2027Term Preferred Shares,$67.2million of our 6.00% Series 2029 Term Preferred Shares, $63.8 million of our7.125% Series2029 Term Preferred Shares, Table of Contents and collectively $219.1million of our Term Preferred Shares, issued and outstandingasof December 31,2024.There was$100.0 million in aggregate principal amount ofour2031 Notes,$100.0 million in aggregate principal amount of our 2027 Notes,and$115.0millioninaggregateprincipalamountofour2030Notesissuedandoutstandingas of December31,2024.As of December31,2024,there were noaccumulated but unpaid dividends on our Term Preferred Shares. Uponissuance,the Notes will be our direct,unsecured obligations,and ranksenior in right of payment with all of our existing and future shares of common stockandpreferred stock,including the Term Preferred Shares,and pari passu(equal inrightofpayment)withalloutstandingandfutureunsecured,unsubordinatedindebtednessissued by the Company,including the 2031 Notes,the 2027 Notes,the2030 Notes and our general liabilities, which were approximately $149.5million as ofDecember31, 2024. Becausethe Notes will not be secured by any of our assets,they will beeffectivelysubordinated to all of our future secured indebtedness(includingindebtedness that is initially unsecured to which we subsequently grant security), totheextent of the value of the assets securing such indebtedness.The Notes will bestructurallysubordinated to all future indebtedness and other obligations of any ofour future subsidiaries, financing vehicles, or similar facilities, if any, since theNotesare obligations exclusively