Fidus Investment Corp美股招股说明书(2025-03-14版)

We are offering $100.0 million in aggregate principal amount of 6.750% notes due 2030 (the “Notes”). The Notes will mature on March 19, 2030. We will payinterest on the Notes on March 19 and September 19 of each year, beginning September 19, 2025. We may redeem the Notes in whole or in part at any time or fromtime to time, at the redemption price set forth under the section titled “Description of the Notes—Optional Redemption” in this prospectus supplement. In addition,holders of the Notes can require us to repurchase some or all of the Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interestto, but not including, the repurchase date, upon the occurrence of a Change of Control Repurchase Event (as defined herein). The Notes will be issued in minimumdenominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will be our direct unsecured obligations and rank equal in right of payment with all outstanding and future unsecured, unsubordinated indebtedness issuedby us. Because the Notes will not be secured by any of our assets, they will be effectively subordinated to all of our existing and future secured indebtedness (or anyindebtedness that is initially unsecured as to which we subsequently grant a security interest) to the extent of the value of the assets securing such indebtedness. TheNotes will be structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries because the Notes will be obligationsexclusively of Fidus Investment Corporation and not of any of our subsidiaries. The Notes will be senior in right of payment to any future outstanding series of ourpreferred stock. None of our subsidiaries is a guarantor of the Notes and the Notes will not be required to be guaranteed by any subsidiary we may acquire or create inthe future. As of December 31, 2024, we had $483.7 million of debt outstanding, of which $250.0 million was unsecured and unsubordinated indebtedness and$233.7 million was secured indebtedness. None of our current indebtedness will be subordinated to the Notes. We do not intend to list the Notes on any securities exchange or automated dealer quotation system. This prospectus supplement, the accompanying prospectus, any free writing prospectus, and the information incorporated by reference in this prospectus supplementand the accompanying prospectus contain important information you should know before investing in the Notes, including information about risks. Please read thesedocuments before you invest and retain them for future reference. Additional information about us, including our annual, quarterly and current reports and proxystatements, has been filed with the Securities and Exchange Commission (the “SEC”), and can be accessed free of charge at its website atwww.sec.gov. Thisinformation is also available free of charge by contacting us at 1603 Orrington Avenue, Suite 1005, Evanston, Illinois 60201, Attention: Investor Relations, or bycalling us at (847) 859-3940 or on our website atwww.fdus.com, which, except for the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus, is not incorporated by reference into this prospectus supplement and the accompanying prospectus and you should not consider thatinformation to be part of this prospectus supplement nor the accompanying prospectus. See “Available Information” on page 91 of the accompanying prospectus. Investing in the Notes involves a high degree of risk, including the risk of leverage. Before buying any Notes, you should read the material risks described inthe “Supplementary Risk Factors” section beginning on page S-9 of this prospectus supplement and “Risk Factors” on page 11 of the accompanyingprospectus and in our most recent Annual Report on Form 10-K, as well as any of our subsequent SEC filings. THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCECORPORATION OR ANY OTHER GOVERNMENT AGENCY. Neither the SEC nor any state securities commission, nor any other regulatory body, has approved or disapproved of these securities or determined if thisprospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Raymond James TABLE OF CONTENTS Prospectus Supplement PageAbout this Prospectus SupplementS-1Prospectus Supplement SummaryS-2The OfferingS-4Supplementary Risk FactorsS-9Special Note Regarding Forward-Looking StatementsS-14Use of ProceedsS-16CapitalizationS-17Description of the NotesS-18Certain U.S. Federal Income Tax ConsequencesS-34Underwriting (Conflicts of Interest)S-39Legal MattersS-43Incorporation by ReferenceS-44 Prospectus Prospectus SummaryThe OfferingFees and ExpensesRisk FactorsSpecial Note Regarding Forward-Looking StatementsUse of ProceedsPrice Range of Common StockFinancial HighlightsManagement’s Discussion and A