OFS Capital Corp美股招股说明书(2025-07-17版)

$60,000,0007.50% Notes due 2028 OFS Capital Corporation (“OFS Capital”, “we”, “us” or “our”), a Delaware corporation, is an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company (“BDC”) under the InvestmentCompany Act of 1940, as amended (the “1940 Act”). Our investment objective is to provide our stockholders with both current income andcapital appreciation primarily through debt investments and, to a lesser extent, equity investments. Our investment strategy focuses primarily oninvestments in middle-market companies in the United States, including investments in senior secured loans, which are comprised of first lien,second lien and unitranche loans, as well as investments in subordinated loans and, to a lesser extent, common stock, preferred stock and otherequity securities.We are managed by OFS Capital Management, LLC. OFS Capital Services, LLC provides the administrative servicesnecessary for us to operate. We are offering $60,000,000 in aggregate principal amount of 7.50% notes due 2028, which we refer to as the Notes. The Notes will matureon July 31, 2028. We will pay interest on the Notes on January 31, April 30, July 31, and October 31 of each year, beginning October 31, 2025.We 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 theaggregate principal amount thereof plus accrued and unpaid interest, as discussed under the section titled “Description of the Notes—OptionalRedemption” in this prospectus supplement. The Notes will be issued in minimum denominations of $25 and integral multiples of $25 in excessthereof. The Notes will be our direct unsecured obligations and rankpari passu, which means equal in right of payment, with all outstanding andfuture unsecured, unsubordinated indebtedness issued by us, including our 4.75% unsecured notes due February 10, 2026 (“4.75% Notes due2026”) and our 4.95% unsecured notes due October 31, 2028 (“4.95% Notes due 2028”) of which we had $125.0 million outstanding and $55.0million outstanding, respectively, as of July 14, 2025. On August 11, 2025, we will redeem $25.0 million of our 4.75% Notes due 2026, see“Prospectus Supplement Summary—Recent Developments” for additional information. Because the Notes will not be secured by any of ourassets, they will be effectively subordinated to all of our existing and future secured unsubordinated indebtedness (or any indebtedness that isinitially unsecured as to which we subsequently grant a security interest), to the extent of the value of the assets securing such indebtedness,including, without limitation, borrowings under our senior secured revolving credit facility with Banc of California, as amended (the “Banc ofCalifornia Credit Facility”), of which we had no outstanding indebtedness as of July 14, 2025. The Notes will be structurally subordinated to allexisting and future indebtedness and other obligations of any of our subsidiaries, including OFSCC-FS, LLC (“OFSCC-FS”), since the Noteswill be obligations exclusively of OFS Capital Corporation and not of any of our subsidiaries. As of July 14, 2025, OFSCC-FS had $63.0million outstanding under its secured revolving credit facility with BNP Paribas, as amended (the “BNP Facility”), which is secured bysubstantially all of the assets of OFSCC-FS. None of our subsidiaries is a guarantor of the Notes and the Notes will not be required to beguaranteed by any subsidiary we may acquire or create in the future. For further discussion, see the section titled “Description of the Notes” inthis prospectus supplement. The Notes will also rankpari passuwith, or equal to, our general liabilities (total liabilities, less debt). In total, these general liabilitieswere approximately $8.0 million as of July 14, 2025. We currently do not have outstanding debt that is subordinated to the Notes and do notcurrently intend to issue indebtedness that expressly provides that it is subordinated to the Notes. Therefore, the Notes will not be senior to anyof our indebtedness or obligations. Our board of directors has approved the application to us of the modified asset coverage requirementsavailable under section 61(a)(2) of the 1940 Act and, as a result, effective May 3, 2019, the asset coverage ratio test applicable to us decreasedfrom 200% to 150%. As of June 30, 2025, our asset coverage ratio was 160%. We intend to list the Notes on The Nasdaq Global Select Market, and we expect trading to commence thereon within 30 days of theoriginal issue date under the trading symbol “OFSSO”. The Notes are expected to trade “flat.” This means that purchasers will not pay, andsellers will not receive, any accrued and unpaid interest on the Notes that is not included in the trading price. Currently, there is no publicmarket for the Notes, and there can be no assurance that one will develop. This prospectus supplement, the accom