Stellus Capital Investment Corp美股招股说明书(2025-09-23版)

STELLUS CAPITAL INVESTMENT CORPORATION $50,000,000 7.25% NOTESDUE 2030 We are an externally managed, closed-end, non-diversified management investment company that has electedto be regulated as a business development company (“BDC”) under theInvestment Company Act of 1940, asamended (the “1940 Act”). Our investment objective is to maximize the total return to our stockholders in theform of current income and capital appreciation. The companies in which we invest are typically highlyleveraged, and, in most cases, our investments in such companies will not be rated by national rating agencies. Ifsuch investments were rated, we believe that they would likely receive a rating below investment grade (i.e.,below BBB or Baa), which are often referred to as “junk.” Stellus Capital Management,LLCserves as our investment adviser and as our administrator. We are offering $50.0million in aggregate principal amount of 7.25% Notesdue 2030 (the “Notes”). TheNoteswill mature on April1, 2030. We will pay interest on the Noteson April1 and October1 of eachyear,beginning October1, 2025. The Notesoffered hereby are an additional issuance of the 7.25% Notesdue 2030that we issued on April1, 2025 in the aggregate principal amount of $75.0 million (the “Existing Notes”). TheNotesoffered hereby will be treated as a single series with the Existing Notesunder the Base Indenture, dated asof May5, 2014, between us and U.S. Bank National Association, as trustee (together with its successor, U.S. BankTrust Company, National Association, the “Trustee”), and a Fourth Supplemental Indenture, dated as of April1,2025, between us and the Trustee (together with the Base Indenture, the “Indenture”), and will have the sameterms as the Existing Notes(other than issue date and issue price). The Notesoffered hereby will have the sameCUSIP number and will be fungible and rank equally with the Existing Notes. Upon the issuance of theNotesoffered hereby, the outstanding aggregate principal amount of our 7.25% Notesdue 2030 will be $125.0million. We refer to the “Notes” and the “Existing Notes” separately within this prospectus supplement becauseonly the Notesare being offered hereby, but any general discussion of the terms of the Notesalso would apply tothe Existing Notesbecause they are treated as the same under theIndenture. We may redeem the Notesin whole or in part at any time or from time to time, at the redemption price setforth under the section titled “Description of the Notes—Optional Redemption” in this prospectus supplement. Inaddition, holders of the Notescan require us to repurchase some or all of theNotesat a purchase price equal to100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date, uponthe occurrence of a Change of Control Repurchase Event (as defined herein). See “Description of the Notes—Offer to Repurchase upon a Change of Control Repurchase Event” in this prospectus supplement for moreinformation. The Noteswill be issued in minimum denominations of $2,000 and integral multiples of $1,000 inexcess thereof. The Noteswill be our direct unsecured obligations and rank pari passu, which means equal in right ofpayment with all outstanding and future unsecured, unsubordinated indebtedness issued by us. Because theNoteswill not be secured by any of our assets, they will be effectively subordinated to all of our existing andfuture secured indebtedness (or any indebtedness that is initially unsecured as to which we subsequently grantsecurity) to the extent of the value of the assets securing such indebtedness. The Noteswill be structurallysubordinated to all existing and future indebtedness and other obligations of any of our subsidiaries because theNoteswill be obligations exclusively of Stellus Capital Investment Corporation and not of any of our subsidiaries.The Noteswill rank senior in right of payment to any future outstanding series of our preferred stock. None of oursubsidiaries is a guarantor of the Notesand the Noteswill not be required to be guaranteed by any subsidiary wemay acquire or create in the future. As of June30, 2025, we had$646.8million in principal amount of debtoutstanding, of which $471.8 million was secured indebtedness and$175.0million was unsecured andsubordinated indebtedness, including $75.0 million of Existing Notesoutstanding. None of our currentindebtedness will be subordinated to the Notes. For further discussion, see the section titled “Description of theNotes” in this prospectus supplement. We do not intend to list the Noteson anysecuritiesexchange or automated dealer quotation system. This prospectus supplement, the accompanying prospectus, any free writing prospectus, and the documentsincorporated by reference in this prospectus supplement and the accompanying prospectus contain importantinformation you should know before investing in the Notes, including information about risks. Please read thesedocuments before you invest and retain them for