Oxford Square Capital Corp美股招股说明书(2025-08-01版)

7.75% Notes due 2030 Weoperate as a closed-end management investment company and have elected to be regulated as a business developmentcompany, or “BDC,” under the Investment Company Actof 1940, as amended, or the “1940 Act.”Our investment objective is tomaximizeour portfolio’s total return.Our primary focus is to seek an attractive risk-adjusted total return by investingprimarily in corporate debt securities and, to a lesser extent, collateralized loan obligation, or “CLO,” structured financeinvestmentsthat own corporate debt securities.CLO investments may also include warehouse facilities,which are financingstructures intended to aggregate loans that may be used to form the basis of a traditional CLO vehicle. We may also invest inpubliclytraded debt and/or equity securities.The portfolio companies in which we invest,however,will generally beconsideredbelow investment grade,and their debt securities may in turn be referred to as“junk.”A portion of ourinvestmentportfolio may consist of debt investments for which issuers are not required to make significant principalpayments until the maturity of the senior loans, which could result in a substantial loss to us if such issuers are unabletorefinance or repay their debt at maturity.In addition,many of the debt securities we hold typically contain interestresetprovisions that may make it more difficult for a borrower to repay the loan in a rising interest rate environment,heighteningthe risk that we may lose all or part of our investment.The CLO vehicles in which we invest are formed byraisingvarious classes or“tranches”of debt(with the most senior tranches being rated“AAA”to the most juniortranchestypically being rated“BB”or“B”)and equity.The tranches of CLO vehicles rated“BB”or“B”may bereferred to as“junk.”The equity of a CLO vehicle, which is the most common tranche of a CLO vehicle in which we invest,is generally required to absorb the CLO’s losses before any of the CLO’s other tranches and it also has the lowest levelof payment priority among the CLO’s tranches; therefore, the equity is typically the riskiest of CLO investments. We are offering $65.0 million in aggregate principal amount of 7.75% notes due 2030, which we refer to as the “Notes.”The Notes will mature on July 31, 2030. We will pay interest on the Notes on January 31, April 30, July 31 and October 31 ofeach year, beginning on October 31, 2025. We may redeem the Notes in whole or in part at any time, or from time to time, on orafter July 31, 2027, at the redemption price of par, plus accrued interest, as discussed under the caption “Description of theNotes—OptionalRedemption”in this prospectus supplement.The Notes will be issued in minimum denominations of$25 andintegral multiples of $25 in excess thereof. The Notes will be our direct unsecured obligations and rankpari passu, which means equal to, all outstanding and futureunsecuredunsubordinated indebtedness issued by us,including our 6.25%Unsecured Notes due 2026,or the“6.25%UnsecuredNotes,”and our 5.50%Unsecured Notes due 2028,the“5.50%Unsecured Notes,”of which we had$24.8millionand$80.5millionoutstanding,respectively,as of July24,2025,as well as our general liabilities,which were approximately$16.1million as of July24,2025 and which consist of trade and other payables,including temporary indebtedness ofapproximately$10.0 million resulting from securities purchases that have not yet settled,any outstanding dividend payable,baseadvisory fees payable,interest and debt fees payable,vendor payables and accrued expenses such as auditor fees,legalfees, director fees, etc. The Notes will be senior to any of our future indebtedness that expressly provides it is subordinatedto the Notes. Because the Notes will not be secured by any of our assets, they will be effectively subordinated to all of ourfuture secured indebtedness (including indebtedness that is initially unsecured to which we subsequently grant security), to theextentof the value of the assets securing such indebtedness.The Notes will be structurally subordinated to all futureindebtedness and other obligations of any of our future subsidiaries, financing vehicles, or similar facilities, if any, sincethe Notes are obligations exclusively of Oxford Square Capital Corp. and will not be obligations of any of our subsidiaries. Wecurrently do not have outstanding debt that is subordinated to the Notes, and we do not currently intend to issue indebtednessthat expressly provides that it is subordinated to the Notes. The Notes will not be required to be guaranteed by any subsidiarywemay acquire or create in the future.We do not currently anticipate issuing any subordinated indebtedness,but if we didissuesuch indebtedness,and it was expressly stated to be subordinated to the Notes,then the Notes will be senior to suchindebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our future securedindebtedness may assert rights against the assets pledg