Filed Pursuant to Rule 424(b)(2)
Registration No. 333-253525
Registration No. 333-253525
PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 3, 2021)
$50,000,000
Common stock
We are an externally managed,
closed-end,
non-diversified
management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to provide attractive risk-adjusted returns by generating both current income from our debt investments and capital appreciation from our equity related investments. Our investment strategy includes partnering with business owners, management teams and financial sponsors by providing customized financing for ownership transactions, recapitalizations, strategic acquisitions, business expansion and other growth initiatives. We seek to maintain a diversified portfolio of investments in order to help mitigate the potential effects of adverse economic events related to particular companies, regions or industries. We generally invest in securities that would be rated below investment grade if they were rated by rating agencies. Below investment grade securities, which are often referred to as “high yield” or “junk,” have speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Fidus Investment Advisors, LLC serves as our investment adviser (the “Adviser”) and as our administrator. We have entered into an equity distribution agreement, dated November 10, 2022 (the “Equity Distribution Agreement”), with Raymond James & Associates, Inc. and B. Riley Securities, Inc. (each a “Sales Agent” and, collectively the “Sales Agents”), relating to the shares of our common stock offered by this prospectus supplement and the accompanying prospectus. The Equity Distribution Agreement provides that we may offer and sell up to $50,000,000 of shares of our common stock from time to time through the Sales Agents. Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on or through the Nasdaq Global Select Market or similar securities exchange or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices, but not at prices below the then current net asset value (“NAV”) per share of our common stock. Our Adviser may, from time to time, in its sole discretion, pay some or all of the Sale Agents’ commission in order to ensure that the sales price per share of our common stock in connection with all of the offerings made hereunder will not be less than the then current NAV per share of our common stock. Any such payments made by the Adviser will not be subject to reimbursement by us.
Under the terms of the Equity Distribution Agreement, the Sales Agents will receive a commission from us up to 1.50% of the gross sales price of any shares of our common stock sold through the Sales Agents under the Equity Distribution Agreement. The Sales Agents are not required to sell any specific number or dollar amount of common stock, but will use their commercially reasonable efforts consistent with their sales and trading practices to sell the shares of our common stock offered by this prospectus supplement and the accompanying prospectus. See “Plan of Distribution” in this prospectus supplement.
Our common stock is traded on the Nasdaq Global Select Market under the symbol “FDUS.” On November 8, 2022, the official close price of our common stock on the Nasdaq Global Select Market was $20.39 per share. The NAV per share of our common stock at September 30, 2022 (the last date prior to the date of this prospectus supplement on which we determined NAV) was $19.41.
Shares of
closed-end
investment companies, including BDCs, frequently trade at a discount to their NAV. If our shares trade at a discount to our NAV, it will likely increase the risk of loss for purchasers in this offering. We are not generally able to issue and sell our common stock at a price below NAV per share. We may, however, sell our common stock, warrants, or rights to acquire our common stock, at a price below then-current NAV per share of our common stock if our board of directors determines that such sale is in our best interests, and if our stockholders approve such sale. At our 2022 annual meeting of stockholders, our stockholders voted to allow us to issue common stock at a price below NAV per share for the period ending on the earlier of the one-year
anniversary of the date of our 2022 annual meeting of stockholders and the date of our 2023 annual meeting of stockholders. The latest the authorization will expire is June 9, 2023. The proposal approved by our stockholders did not specify a maximum discount below NAV at which we are able to issue our common stock, although the cumulative number of shares sold pursuant to such authority may not exceed 25% of our outstanding common stock immediately prior to each such sale. In addition, we cannot issue shares of our common stock below NAV unless our board of directors determines that it would be in our and our stockholders’ best interests to do so. Sales of common stock at prices below NAV per share dilute the interests of existing stockholders, have the effect of reducing our NAV per share and may reduce our market price per share. In addition, continuous sales of common stock below NAV may have a negative impact on total returns and could have a negative impact on the market price of our shares of common stock. Notwithstanding the foregoing authorization, we will not issue shares of our common stock below the then current NAV per share of our common stock in connection with this offering. See “Sales of Common Stock Below Net Asset Value” in the accompanying prospectus. Investing in our common stock involves risks. Before making a decision to invest in our common stock, you should carefully consider the matters discussed under “Risk Factors” beginning on page 11 of the accompanying prospectus and in our most recent Annual Report on
Form 10-K,
our most recent Quarterly Report on Form 10-Q,
as well as any of our subsequent SEC filings. This prospectus supplement, the accompanying prospectus, any free writing prospectus, and the information incorporated by reference in this prospectus supplement and the accompanying prospectus contain important information you should know before investing in our common stock, including information about risks. Please read these documents before you invest and retain them for future reference. Additional information about us, including our annual, quarterly and current reports and proxy statements, has been filed with the Securities and Exchange Commission (the “SEC”), and can be accessed free of charge at its website at www.sec.gov. This information is also available free of charge by contacting us at 1603 Orrington Avenue, Suite 1005, Evanston, Illinois, 60201, Attention: Investor Relations, by calling us at (847) 859-3940 or on our website at , which, except for the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, is not incorporated by reference into this prospectus supplement and the accompanying prospectus and you should not consider that information to be part of this prospectus supplement or the accompanying prospectus. See “Available Information” on page 91 of the accompanying prospectus.
www.fdus.com
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Raymond James |
B. Riley Securities |
The date of this prospectus supplement is November 10, 2022
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific details regarding this offering of our common stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which provides general information about us and the securities we may offer from time to time, some of which may not apply to this offering. To the extent the information contained in this prospectus supplement differs from the information contained in the accompanying prospectus or the information included in any document filed prior to the date of this prospectus supplement and incorporated by reference in this prospectus supplement and the accompanying prospectus, the information in this prospectus supplement shall control. Generally, when we refer to this “prospectus,” we are referring to both this prospectus supplement and the accompanying prospectus combined, together with any free writing prospectus that we have authorized for use in connection with this offering.
This prospectus supplement includes summaries of certain provisions contained in some of the documents described in this prospectus supplement, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference, as exhibits to the registration statement of which this prospectus supplement is a part, and you may obtain copies of those documents as described in the section titled “Available Information” in the accompanying prospectus.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, INCLUDING THE INFORMATION INCORPORATED BY REFERENCE HEREIN AND THEREIN, AND ANY FREE WRITING PROSPECTUS PREPARED BY, OR ON BEHALF OF, US THAT RELATES TO THIS OFFERING OF THE COMMON STOCK. WE HAVE NOT, AND THE SALES AGENTS HAVE NOT, AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU WITH DIFFERENT OR ADDITIONAL INFORMATION. IF ANYONE PROVIDES YOU WITH DIFFERENT OR ADDITIONAL INFORMATION, YOU SHOULD NOT RELY ON IT. WE TAKE NO RESPONSIBILITY FOR, AND CAN PROVIDE NO ASSURANCE AS TO THE RELIABILITY OF, ANY OTHER INFORMATION THAT OTHERS GIVE YOU. WE ARE NOT, AND THE SALES AGENTS ARE NOT, MAKING AN OFFER TO SELL COMMON STOCK IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. YOU SHOULD ASSUME THAT THE INFORMATION APPEARING IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, INCLUDING THE INFORMATION INCORPORATED BY REFERENCE HEREIN AND THEREIN, AND ANY FREE WRITING PROSPECTUS PREPARED BY OR ON BEHALF OF US THAT RELATES TO THIS OFFERING OF COMMON STOCK IS ACCURATE ONLY AS OF ITS RESPECTIVE DATE, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS SUPPLEMENT, THE ACCOMPANYING PROSPECTUS, ANY FREE WRITING PROSPECTUS OR ANY SALES OF OUR COMMON STOCK. OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THOSE DATES.
S-1
PROSPECTUS SUPPLEMENT SUMMARY
The following summary highlights some of the information included elsewhere, or incorporated by reference, in this prospectus supplement or the accompanying prospectus. It is not complete and may not contain all the information that you should consider before making your investment decision regarding the common stock offered hereby. To understand the terms of the common stock offered hereby before making your investment decision, you should carefully read this entire prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein or therein, and any free writing prospectus related to this offering, including “Risk Factors,” “Incorporation by Reference,” and “Use of Proceeds” and the financial statements contained elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus. Together, these documents describe the specific terms of the common stock we are offering.
Fidus Investment Corporation (“FIC”), a Maryland Corporation, operates as an externally managed BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). FIC completed its initial public offering, or IPO, in June 2011. In addition, FIC has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As of September 30, 2022, our shares were listed on the Nasdaq Global Select Market under the symbol “FDUS.”
FIC may make investments directly or through its two wholly owned investment company subsidiaries, Fidus Mezzanine Capital II, L.P. (“Fund II”) and Fidus Mezzanine Capital III, L.P. (“Fund III”) (collectively Fund II and Fund III are referred to as the “Funds”). Fidus Investment GP, LLC, the general partner of the Funds, is also a wholly owned subsidiary of FIC. The Funds are licensed by the U.S. Small Business Administration (the “SBA”) as small business investment companies (“SBICs”). The Funds utilize the proceeds of the issuance
of SBA-guaranteed debentures
to enhance returns to our stockholders. As of September 9, 2019, Fidus Mezzanine Capital, L.P., a wholly owned investment company subsidiary, completed a wind-down plan, relinquished its SBIC license, and can no longer issue additional SBA debentures. We believe that utilizing both FIC and the Funds as investment vehicles provides us with access to a broader array of investment opportunities. Given our access to lower cost capital through the SBA’s SBIC debenture program, we expect that we will continue to make investments through the Funds until the Funds reach their borrowing limit under the program. Unless otherwise noted in this prospectus supplement, the terms “we,” “us,” “our,” the “Company,” “Fidus” and “FIC” refer to Fidus Investment Corporation and its consolidated subsidiaries.
As used in this prospectus supplement, the term “our investment advisor” or “the Adviser” refers to Fidus Investment Advisors, LLC.
Fidus Investment Corporation
We provide customized debt and equity financing solutions to lower middle-market companies, which we define as U.S.-based companies having revenues between $10.0 million and $150.0 million. Our investment objective is to provide attractive risk-adjusted returns by generating both current income from our debt investments and capital appreciation from our equity related investments. Our investment strategy includes partnering with business owners, management teams and financial sponsors by providing customized financing for ownership transactions, recapitalizations, strategic acquisitions, business expansion and other growth initiatives. We seek to maintain a diversified portfolio of investments in order to help mitigate the potential effects of adverse economic events related to particular companies, regions or industries.
We invest in companies that possess some or all of the following attributes: predictable revenues; positive cash flows; defensible and/or leading market positions; diversified customer and supplier bases; and proven management teams with strong operating discipline. We target companies in the lower middle-market with
S-2
annual earnings, before interest, taxes, depreciation and amortization, or EBITDA, between $5.0 million and $30.0 million; however, we may from time to time opportunistically make investments in larger or smaller companies. Our investments typically range between $5.0 million and $35.0 million per portfolio company.
As of September 30, 2022, we had debt and equity investments in 75 active portfolio companies and thirteen portfolio companies that have sold their underlying operations with an aggregate fair value of $856.9 million. The weighted average yield on our debt investments as of September 30, 2022 was 12.9%. The weighted average yield of our debt investments is not the same as a return on investment for our stockholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates for debt investments at cost including the accretion of original issue discount and debt investment origination fees, but excluding investments on
non-accrual
status, if any. There can be no assurance that the weighted average yield will remain at its current level. See “Business” in Part I, Item 1 in our most recent Annual Report on Form
10-K
for additional information about us and our investment advisor. Recent Developments
On November 8, 2022, we invested $16.2 million in first lien debt and common equity of APM Intermediate Holdings, LLC (dba Artistic Paver Manufacturing, Inc.), a manufacturer of premium pavers for residential and commercial outdoor living applications.
S-3
THE OFFERING
Common stock offered by us |
Shares of our common stock having an aggregate offering price of up to $50,000,000. | |
Common stock outstanding prior to this offering |
24,437,400 shares | |
Manner of offering |
“At the market offering” that may be made from time to time through the Sales Agents using commercially reasonable efforts. See “Plan of Distribution” in this prospectus supplement for more information. | |
Use of Proceeds |
If we sell shares of our common stock with an aggregate offering price of $50,000,000 at a price of $19.41 per share (the net asset value (“NAV”) of our common stock at September 30, 2022), we anticipate that our net proceeds, after deducting the Sales Agents commissions and estimated offering expenses payable by us, will be approximately $48.8 million. We intend to use the net proceeds from this offering to repay certain outstanding indebtedness, invest in lower middle-market companies in accordance with our investment objective and strategies and for working capital and general corporate purposes. See “Use of Proceeds” on page S-11 of this prospectus supplement for more information. | |
Symbol on the Nasdaq Global Select Market |
Our common stock is listed on the Nasdaq Global Select Market under the symbol “FDUS.” | |
Distributions |
We pay quarterly distributions to our stockholders out of assets legally available for distribution. Our distributions, if any, will be determined by our board of directors. Our ability to declare distributions depends on our earnings, our overall financial condition (including our liquidity position), qualification for or maintenance of our RIC tax treatment and such other factors as our board of directors may deem relevant from time to time. When we make distributions, we will be required to determine the extent to which such distributions are paid out of current or accumulated earnings, recognized capital gains or capital. To the extent there is a return of capital, investors will be required to reduce their basis in our stock for U.S. federal income tax purposes. In the future, our distributions may include a return of capital. | |
S-4
Material U.S. Federal Income Tax Considerations |
We have elected to be treated, and intend to comply with the requirements to continue to qualify annually, as a RIC under Subchapter M of the Code. As a RIC, we generally will not have to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that we timely distribute to our stockholders as dividends. To continue to maintain our RIC tax treatment, we must meet specified source-of-income and asset diversification requirements and distribute annually at least 90% of our realized net ordinary income and realized net short-term capital gains, if any, in excess of our net long-term capital losses. See “Certain U.S. Federal Income Tax Considerations” in the accompanying prospectus for more information. | |
Risk Factors |
An investment in our common stock is subject to risks and involves a heightened risk of total loss of investment. In addition, the companies in which we invest are subject to special risks. See “Risk Factors” in the accompanying prospectus, Part I, Item 1A of our most recent Annual Report on Form 10-K and Part II, Item 1A of our most recent Quarterly Report on Form 10-Q, both of which are incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing prospectuses we have authorized for use in connection with this offering, and under similar headings in the documents that are filed with the SEC on or after the date hereof and are incorporated by reference into this prospectus supplement and the accompanying prospectus, to read about factors you should consider, including the risk of leverage, before investing in our common stock. | |
S-5
FEES AND EXPENSES
supple
ment or the accompanying prospectus contains a reference to fees or expenses paid by “us” or that “we” will pay fees or expenses, common stockholders will indirectly bear such fees or expen
sStockholder Transaction Expenses: |
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Sales load ( |
% (1) | |||
Offering expenses borne by us ( |
% (2) | |||
Dividend reinvestment plan expenses |
(3) | |||
Total stockholder transaction expenses paid by us ( |
2.35 |
% | ||
Annual Expenses ( perc entage of net assets attributable to common stock(4) : |
||||
Base management fee payable under Investment Advisory Agreement |
% (5) | |||
Total income incentive fees payable under the Investment Advisory Agreement |
% (6) | |||
Interest payments on borrowed funds |
% (7) | |||
Other expenses |
% (8) | |||
Total annual expenses, before base management fee waiver |
% (9) | |||
Base management fee waiver |
( |
)% (10) | ||
Total annual expenses, net of base management fee waiver |
% (11) | |||
| (1) | Represents the Sales Age nts’ commission of up to 1.50% with respect to the shares of common stock being sold in this offering. There is no guarantee that there will be any sales of our common stock pursuant to th is prospectus supplement and the accompanying prospectus. |
| (2) | The offering expenses of this offering are estimated to be approximately $0.4 million. |
| (3) | The expenses of administering our dividend reinvestment plan are included in other expenses. |
| (4) | Net assets attributable to common stock equals a ve rage net assets, which is calculated as the average of the net assets balances for the quarter ended September 30, 2022. |
| (5) | Our base management fee is 1.75% of the average value of our total assets (other than cash and cash equivalents but including assets purchased with borrowed amounts). This item represents actual base management fees incurred during the nine months ended September 30, 2022. We may from time to time decide it is appropriate to change the terms of the investment advisory agreement with our investment advisor (the “Investment Advisory Agreement”). Under the 1940 Act, any material change to our Investment Advisory Agreement must be submitted to stockholders for approval. The 2.96% reflected in the table is calculated on our net assets (rather than our total assets). See “Business—Management and Other Agreements—Investment Advisory Agreement” in Part I, Item 1 in our most recent Annual Report on Form 10-K. |
| (6) | This item represents actual fees incurred on pre-incentive fee net investment income (income incentive fee) and actual fees payable for the capital gains incentive fee for the year ended December 31, 2021. The capital gains incentive fee payable as of December 31, 2021 was $6.1 million. For the year ended December 31, 2021, we accrued capital gains incentive fees (reversal) of $18.2 million in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), which equals 4.16% of average net assets attributable to common stock; such amount has not been included in the estimated expenses figure reflected in the table above. |
The incentive fee consists of two parts:
The first, payable quarterly in arrears, equals 20.0% of our
pre-incentive
fee net investment income, expressed as a rate of return on the value of our net assets, (including interest that is accrued but not yet S-6
received in cash), subject to a 2.0% quarterly (8.0% annualized) hurdle rate and a
“catch-up”
provision measured as of the end of each calendar quarter. Under this provision, in any calendar quarter, our investment advisor receives no incentive fee until our pre-incentive
fee net investment income equals the hurdle rate of 2.0% but then receives, as a “catch-up,”
100.0% of our pre-incentive
fee net investment income with respect to that portion of such pre-incentive
fee net investment income, if any, that exceeds the hurdle rate but is less than 2.5%. The effect of this provision is that, if pre-incentive
fee net investment income exceeds 2.5% in any calendar quarter, our investment advisor will receive 20.0% of our pre-incentive
fee net investment income as if a hurdle rate did not apply. The second part, payable annually in arrears, equals 20.0% of our realized capital gains net of realized capital losses and unrealized capital depreciation, if any, on a cumulative basis from inception through the end of the fiscal year (or upon the termination of the Investment Advisory Agreement, as of the termination date), less the aggregate amount of any previously paid capital gain incentive fees. In accordance with U.S. GAAP, we accrue the capital gains incentive fee in our consolidated financial statements considering the fair value of investments on that date (i.e., the amount of fee which would be payable under a hypothetical liquidation based on the fair value of investments as of that date), which differs from the calculation of the amount payable in cash by the inclusion of unrealized capital appreciation.
| (7) | As of September 30, 2022, we had outstanding SBA debentures of $133.0 million; we had $250.0 million outstanding of our Notes; we had secured borrowings outstanding of $17.0 million; we had no outstanding borrowings under our senior secured revolving credit agreement with certain lenders party thereto and ING Capital, LLC, as administrative agent (the “Credit Facility”), which has a total commitment of $100.0 million. Interest payments on borrowed funds is based on estimated annual interest and fee expenses on outstanding SBA debentures, Notes, secured borrowings and borrowings under the Credit Facility as of September 30, 2022 with a weighted average stated interest rate of 3.921% as of that date. We also pay a commitment fee between 0.5% and 2.675% per annum based the unutilized commitment under our Credit Facility. We have estimated the annual interest expense on borrowed funds and caution you that our actual interest expense will depend on prevailing interest rates and our rate of borrowing, which may be substantially higher than the estimate provided in this table. |
| (8) |
| (9) | “Total annual expenses, before base management fee waiver” as a percentage of consolidated net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage our net assets and increase our total assets. |
| (10) | non-contractual, and unconditional waiver from the investment advisor to exclude any investments recorded as secured borrowings as defined under U.S. GAAP from the base management fee payable as of September 30, 2022. The base management fee waived for the three month ended September 30, 2022 was $0.1 million. |
| (11) | The SEC requires that the “total annual expenses, net of base management fee waiver” percentage be calculated as a percentage of net assets (defined as total assets less total liabilities), rather than the total assets, including assets that have been purchased with borrowed amounts. If the “total annual expenses, net of base management fee waiver” percentage were calculated instead as a percentage of average consolidated total assets, our “total annual expenses, net of base management fee waiver” would be 5.77 % of average consolidated total assets. |
S-7
Example
The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in us. In calculating the following expense amounts, we have assumed we would have no additional leverage, that none of our assets are cash or cash equivalents and that our annual operating expenses would remain at the levels set forth in the table above. The stockholder transaction expenses described above are included in the following examples.
1 year |
3 years |
5 years |
10 years |
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You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return |
$ | $ | $ | $ | ||||||||||||
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return resulting entirely from net realized capital gains (all of which is subject to our incen ti ve fee on capital gains) |
$ | $ | $ | $ | ||||||||||||
The foregoing table is to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5.0% annual return, our performance will vary and may result in a return greater or less than 5.0%. Assuming a 5.0% annual return, the incentive fee under the Investment Advisory Agreement would either not be payable or have an insignificant impact on the expense amounts shown above. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all distributions at NAV, if our board of directors authorizes and we declare a cash dividend, participants in our dividend reinvestment plan who have not otherwise elected to receive cash will receive a number of shares of our common stock, determined by dividing the total dollar amount of the distribution payable to a participant by the market price per share of our common stock at the close of trading on the valuation date for the distribution. See “Part II, Item 5” for additional information regarding our dividend reinvestment plan.
These examples and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.
S-8
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information included or incorporated by reference in this prospectus supplement, the accompanying prospectus and in any free writing prospectus relating to this offering of shares of common stock may contain “forward-looking statements.” These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this prospectus should not be regarded as a representation by us that our plans and objectives will be achieved. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects” and variations of these words and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this prospectus supplement, the accompanying prospectus, and in any free writing prospectus relating to this offering of shares of common stock involve risks and uncertainties, including statements as to:
| • | our future operating results and the uncertainties associated with the continued impact of the COVID-19 pandemic thereon; |
| • | changes in the financial and lending markets; |
| • | our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives as a result of the ongoing COVID-19 pandemic; |
| • | the impact of investments that we expect to make; |
| • | our contractual arrangements and relationships with third parties; |
| • | the dependence of our future success on the general economy and its impact on the industries in which we invest and the impact of the COVID-19 pandemic thereon; |
| • | the ability of our portfolio companies to achieve their objectives; |
| • | our expected financing and investments; |
| • | the adequacy of our cash resources and working capital; |
| • | the timing of cash flows, if any, from the operations of our portfolio companies and the impact of the COVID-19 pandemic thereon; |
| • | the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments and the impacts of the COVID-19 pandemic thereon; |
| • | the ability of the Adviser to attract and retain highly talented professionals; |
| • | our regulatory structure and tax treatment; |
| • | our ability to operate as a BDC and a RIC and each of the Funds to operate as an SBIC; |
| • | the timing, form and amount of any dividend distributions; |
| • | the impact of interest rate volatility, including the decommissioning of LIBOR and rising interest rates, and the elevated level of inflation on our business and portfolio companies; |
| • | the valuation of any investments in portfolio companies, particularly those having no liquid trading market; and |
| • | our ability to recover unrealized losses. |
S-9
These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
| • | an economic downturn, including as a result of the current COVID-19 pandemic, and significant disruptions to our portfolio companies, including supply chain disruptions and labor shortages, could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies; |
| • | a contraction of available credit and/or an inability to access the equity markets, including as a result of the COVID-19 pandemic, could impair our lending and investment activities; |
| • | interest rate vo l atility, including the decommissioning of LIBOR and rising interest rates, could adversely affect our results, particularly because we use leverage as part of our investment strategy; |
| • | the elevated level of inflation could adversely affect our business, results of operations and financial condition of our portfolio companies, which may, in turn, impact the valuation of such portfolio companies; and |
| • | the risks, uncertainties and other factors we identify in the section titled “Risk Factors” in this prospectus and in Part I, Item 1A of our most recent Annual Report on Form 10-K, in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q, and those discussed in other documents we file with the SEC. |
We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Actual results could differ materially from those anticipated in our forward-looking statements and future results could differ materially from our historical performance. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus supplement. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports or other documents we have filed, or in the future may file, with the SEC, including subsequent annual reports on
Form 10-K, quarterly
reports on Form 10-Q and
current reports on Form 8-K.
S-10
USE OF PROCEEDS
Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through Nasdaq Global Select Market or sales made to or through a market maker other than on an exchange. There is no guarantee that there will be any sales of shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Actual sales, if any, of shares of our common stock under this prospectus supplement and the accompanying prospectus may be less than as set forth in this paragraph depending on the market price of our common stock at the time of any such sale. As a result, the actual net proceeds we receive, if any, may be more or less than the amount of net proceeds estimated in this prospectus supplement. However, the sales price per share of our common stock offered by this prospectus supplement and the accompanying prospectus, less the Sales Agents’ commission, will not be less than the NAV per share of our common stock at the time of such sale. The Adviser may from time to time, in its sole discretion, pay some or all of the Sales Agents’ commission. Any such payments made by the Adviser will not be subject to reimbursement by us. Assuming the sale of $50,000,000 of shares of our common stock offered under this prospectus supplement and the accompanying prospectus at a price of $19.41 per share (the NAV of our common stock at September 30, 2022), we estimate that the net proceeds of this offering will be approximately $48.8 million, after deducting the estimated commissions payable to the Sales Agents and estimated offering expenses payable by us.
We intend to use any net proceeds from this offering to repay outstanding indebtedness, invest in lower middle-market companies in accordance with our investment objective and strategies and for working capital and general corporate purposes. Pending such uses we will invest the net proceeds primarily in high quality, short-term debt securities consistent with our BDC election and our election to be taxed as a RIC.
S-11
CAPITALIZATION
The Equity Distribution Agreement provides that we may offer and sell up to $50,000,000 of shares of our common stock from time to time through the Sales Agents for the offer and sale of such shares of our common stock. The table below assumes that we will sell $50,000,000 of shares of our common stock at a price of $19.41 per share (the NAV of our common stock at September 30, 2022), but there is no guarantee that there will be any sales of shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Actual sales, if any, of shares of our common stock under this prospectus supplement and the accompanying prospectus may be less than as set forth in the table below. In addition, the price per share of any such sale may be greater or less than $19.41, depending on the market price of shares of our common stock at the time of any such sale, which may be below NAV per share of our common stock. The following table sets forth our capitalization as of September 30, 2022:
| • | on an actual basis; and |
| • | on an as adjusted basis giving effect to the assumed sale of $50,000,000 of shares of our common stock at a price of $19.41 per share (the NAV of our common stock at September 30, 2022) less Sales Agents commissions and estimated offering expenses and application of the net proceeds as discussed in more detail under “Use of Proceeds.” |
You should read this table together with our “Use of Proceeds” included in this prospectus supplement and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and notes thereto in our most recently filed Annual Report on Form
10-K
and our most recently filed Quarterly Report on Form 10-Q
incorporated by reference in this prospectus supplement and the accompanying prospectus. The as adjusted information is illustrative only. As of September 30, 2022 |
||||||||
Actual (Unaudited) |
As Adjusted (Unaudited) |
|||||||
(Dollars in thousands, except per share data) |
||||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ |
40,411 |
$ |
89,236 |
||||
Investments, at fair value |
856,914 |
856,914 |
||||||
Other assets |
12,423 |
12,423 |
||||||
Total assets |
$ |
909,748 |
$ |
958,573 |
||||
LIABILITIES |
||||||||
SBA debentures, net of deferred financing costs |
$ |
128,803 |
$ |
128,803 |
||||
Notes, net of deferred financing costs |
245,847 |
245,847 |
||||||
Borrowings under Credit Facility, net of deferred financing costs |
(1,455 |
) |
(1,455 |
) | ||||
Secured borrowings |
16,995 |
16,995 |
||||||
Other liabilities |
45,171 |
45,171 |
||||||
Total liabilities |
$ |
435,361 |
$ |
435,361 |
||||
NET ASSETS |
||||||||
Common stock, $0.001 par value (100,000,000 shares authorized, 24,437,400 shares issued and outstanding, actual; 27,013,392 shares issued and outstanding, as adjusted) |
$ |
24 |
$ |
27 |
||||
Additional paid-in capital |
361,807 |
410,629 |
||||||
Total distributable earnings |
112,556 |
112,556 |
||||||
Total net assets |
474,387 |
523,212 |
||||||
Total liabilities and net assets |
$ |
909,748 |
$ |
958,573 |
||||
Net asset value per common share |
$ |
19.41 |
$ |
19.37 |
||||
S-12
PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS
The information required by this item is contained in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 3, 2022 and incorporated by reference herein.
S-13
PLAN OF DISTRIBUTION
We have entered into the Equity Distribution Agreement with Raymond James & Associates, Inc. and B. Riley Securities, Inc. (which we refer to as each a “Sales Agent” and together, the “Sales Agents”), under which we may issue and sell shares of our common stock from time to time through the Sales Agents acting as agents, that have an aggregate offering price of up to $50,000,000.
Upon written instructions from us and subject to the terms and conditions of the Equity Distribution Agreement, the Sales Agents will use their commercially reasonable efforts consistent with their sales and trading practices to sell by any method permitted by law and deemed to be part of an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, at market prevailing prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. We will instruct each Sales Agent as to the amount of common stock to be sold by it. We may instruct the Sales Agents not to sell common stock if the sales cannot be effected at or above the price designated by us in any instruction. The Adviser may from time to time, in its sole discretion, pay some or all of the Sales Agents’ commission. Any such payments made by the Adviser will not be subject to reimbursement by us. We or the Sales Agents may suspend the offering of shares of common stock upon proper notice and subject to other conditions.
Each Sales Agents will provide written confirmation of a sale to us no later than the opening of the trading day on the Nasdaq Global Select Market following each trading day in which shares of our common stock are sold under the Equity Distribution Agreement. Each confirmation will include the number of shares of common stock sold on the preceding day, the amount of any Adviser contribution in connection with such sale, the net proceeds to us and the compensation payable by us to the Sales Agents in connection with the sales.
Under the terms of the Equity Distribution Agreement, the Sales Agents will be entitled to compensation up to 1.50% of the gross sales price of shares of our common stock sold through it as sales agent. We estimate that the total expenses for the offering, excluding compensation payable to the Sales Agents under the terms of the Equity Distribution Agreement, will be approximately $425,000, assuming the sale of $50,000,000 of common stock offered under this prospectus supplement, which includes our legal, accounting and printing costs and various other fees associated with the offering, and certain ongoing expenses.
Settlement for sales of shares of common stock will occur on the second trading day following the date on which such sales are made, or on some other date that is agreed upon by us and the Sales Agents in connection with a particular transaction, in each case in accordance with applicable rules and regulations, in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
We will report at least quarterly the number of shares of our common stock sold through the Sales Agents under the Equity Distribution Agreement and the net proceeds to us.
In connection with the sale of the common stock on our behalf, each Sales Agent may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Sales Agents may be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Sales Agents with respect to certain civil liabilities, including liabilities under the Securities Act.
The offering of our shares of common stock pursuant to the Equity Distribution Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the Equity Distribution Agreement or (ii) the termination of the Equity Distribution Agreement as permitted therein.
This summary of the material provisions of the Equity Distribution Agreement does not purport to be a complete statement of its terms and conditions. A copy of the Equity Distribution Agreement will be filed as an exhibit to a Current Report on
Form 8-K
and incorporated into this prospectus supplement by reference. S-14
The Sales Agents and its affiliates may in the future provide various investment banking, commercial banking and other financial services for us and our affiliates, for which services they may in the future receive customary fees. In the course of their business, the Sales Agents may actively trade our securities for their own accounts or for the accounts of customers, and, accordingly, the Sales Agents may at any time hold long or short positions in such securities.
The principal business addresses of the Sales Agents are: Raymond James & Associates, Inc., 880 Carillon Parkway St. Petersburg, FL 33716; and B. Riley Securities, Inc., 299 Park Avenue, 21st Floor, New York, New York 10171.
Other Jurisdictions
Other than in the United States, no action has been taken by us or the Sales Agents that would permit a public offering of the securities offered by this prospectus supplement in any jurisdiction where action for that purpose is required. The securities offered by this prospectus supplement may not be offered or sold, directly or indirectly, nor may this prospectus supplement or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus supplement comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus supplement. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus supplement in any jurisdiction in which such an offer or a solicitation is unlawful.
S-15
LEGAL MATTERS
Certain legal matters regarding the shares of common stock offered hereby will be passed upon for us by Eversheds Sutherland (US) LLP, Washington, D.C. Certain legal matters regarding the shares of common stock offered hereby will be passed upon for the Sales Agents by Dechert LLP, Washington, D.C.
S-16
INCORPORATION BY REFERENCE
We incorporate by reference in this prospectus supplement the documents listed below and any future reports and other documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until all of the securities offered by this prospectus supplement have been sold or we otherwise terminate the offering of these securities (such reports and other documents deemed to be incorporated by reference into this prospectus supplement and to be part hereof from the date of filing of such reports and other documents); provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form
8-K,
or other information “furnished” to the SEC pursuant to the Exchange Act will not be incorporated by reference into this prospectus supplement: | • | our Annual Report on Form 10-K for fiscal year ended December 31, 2021, filed with the SEC on March 3, 2022; |
| • | our Definitive Proxy Statement on Schedule 14A (but only with respect to information required by Part III of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021), filed with the SEC on March 18, 2022; |
| • | our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 5, 2022; |
| • | our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the SEC on August 4, 2022; |
| • | our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 filed with the SEC on November 3, 2022; and |
| • | our Current Reports on Form 8-K, filed with the SEC on June 9, 2022, June 30, 2022, June 30, 2022, and August 23, 2022. |
Any reports filed by us with the SEC before the date that any offering of any securities by means of this prospectus supplement and the accompanying prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus supplement and the accompanying prospectus or incorporated by reference into this prospectus supplement and the accompanying prospectus.
To obtain copies of these filings, see “Available Information” in the accompanying prospectus.
S-17
PROSPECTUS
$300,000,000
Common Stock
Preferred Stock
Subscription Rights
Debt Securities
Warrants
We may offer, from time to time, in one or more offerings or series, together or separately, up to $300,000,000 of our common stock, preferred stock, subscription rights, debt securities, or warrants representing rights to purchase shares of our common stock, preferred stock, or debt securities, which we refer to collectively as the “securities.” We may sell our common stock through underwriters or dealers, to or through a market maker into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this prospectus. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus.
“at-the-market”
We may offer shares of common stock at a discount to net asset value per share in certain circumstances. On June 4, 2020, our common stockholders voted to allow us to sell or otherwise issue common stock at a price below net asset value per share for a period of one year ending on the earlier of June 4, 2021 or the date of our 2021 Annual Meeting of Stockholders. We expect to present to our stockholders a similar proposal at our 2021 Annual Meeting of Stockholders. Sales of common stock at prices below net asset value per share dilute the interests of existing stockholders, have the effect of reducing our net asset value per share and may reduce our market price per share. In addition, continuous sales of common stock below net asset value may have a negative impact on total returns and could have a negative impact on the market price of our shares of common stock. See “Risk Factors” in Part I, Item 1A in our most recent Annual Report on Form
10-K
and in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q for
more information. Our stockholders specified that the cumulative number of shares sold in each offering during the
one-year
period ending on the earlier of June 4, 2021 or the date of our 2021 Annual Meeting of Stockholders may not exceed 25.0% of our outstanding common stock immediately prior to such sale. In addition, we cannot issue shares of our common stock below net asset value unless our board of directors determines that it would be in our and our stockholders’ best interests to do so. Shares of closed-end
investment companies such as us frequently trade at a discount to their net asset value. This risk is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our common stock will trade above, at or below net asset value. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our common stock. We provide customized debt and equity financing solutions to lower middle-market companies, which we define as U.S. based companies having revenues between $10.0 million and $150.0 million. We are an externally managed,
closed-end,
non-diversified
management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Our investment objective is to provide attractive risk-adjusted returns by generating both current income from our debt investments and capital appreciation from our equity related investments. Our investment strategy includes partnering with business owners, management teams and financial sponsors by providing customized financing for ownership transactions, recapitalizations, strategic acquisitions, business expansion and other growth initiatives. Although we are classified as a non-diversified investment company within the meaning of the 1940 Act, we maintain the flexibility to operate as a diversified investment company and have done so for an extended period of time. We seek to maintain a diversified portfolio of investments in order to help mitigate the potential effects of adverse economic events related to particular companies, regions or industries.
We generally invest in securities that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “high yield” or “junk,” have speculative characteristics with respect to our capacity to pay interest and repay principal. See “Risk Factors” in Part I, Item 1A in our most recent Annual Report on Form
10-K
and in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q for
more information. Our common stock is listed on the Nasdaq Global Select Market under the symbol “FDUS.” On April 26, 2021, the last reported sale price of our common stock on the Nasdaq Global Select Market was $16.76 per share.
Fidus Investment Advisors, LLC serves as our investment advisor and as our administrator.
This prospectus describes some of the general terms that may apply to an offering of our securities. We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update, or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement, and any related free writing prospectus, and the documents incorporated by reference, before buying any of the securities being offered. We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission, which is available free of charge upon written or oral request by contacting us by mail at 1603 Orrington Avenue, Suite 1005, Evanston, Illinois 60201, Attention: Investor Relations, by accessing our website at , by calling us collect at (847) that contains such information, including the documents incorporated by reference into this prospectus. Information contained on our website is not incorporated by reference into this prospectus or any supplements to this prospectus, and you should not consider that information to be part of this prospectus or any supplements to this prospectus. The contact information provided above may be used by you to make investor inquiries. This prospectus should be retained for future reference.
http://www.fdus.com
859-3940
or by sending an e-mail
to us at investorrelations@fdus.com. The Securities and Exchange Commission also maintains a website at http://www.sec.gov
An investment in our securities is very risky and highly speculative. Shares of
closed-end
investment companies, including BDCs, frequently trade at a discount to their net asset value. In addition, the companies in which we invest are subject to special risks. See “Risk Factors” beginning on page 11 of this prospectus, in Part I, Item 1A of our most recent Annual Report on Form 10-K,
in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q
and in, or incorporated by reference into, the applicable prospectus supplement and in any free writing prospectuses we may authorize for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus, to read about factors you should consider, including the risk of leverage, before investing in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.
The date of this prospectus is May 3, 2021
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with the SEC, using the “shelf” registration process. Under this shelf registration statement, we may offer, from time to time, in one or more offerings, up to $300,000,000 of our common stock, preferred stock, subscription rights to purchase shares of our common stock, debt securities or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, on terms to be determined at the time of the offering. Our securities may be offered at prices and on terms described in one or more supplements to this prospectus. This prospectus provides you with a general description of our securities and the offerings thereof that we may make pursuant to this prospectus. Each time we use this prospectus to offer our securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to such offerings. In a prospectus supplement or free writing prospectus, we may also add, update or change any of the information contained in this prospectus or in the documents we have incorporated by reference into this prospectus. This prospectus, together with the applicable prospectus supplement, any related free writing prospectus, and the documents incorporated by reference into this prospectus and the applicable prospectus supplement, will include all material information relating to the applicable offering. Before buying any of the securities being offered, you should carefully read both this prospectus and the applicable prospectus supplement and any related free writing prospectus, together with any exhibits and the additional information described in the sections titled “Available Information,” “Incorporation of Certain Information by Reference,” “Summary” and “Risk Factors” in this prospectus.
This prospectus may contain estimates and information concerning our industry, including market size and growth rates of the markets in which we participate, that are based on industry publications and reports. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” in this prospectus, in Part I, Item 1A our most recent Annual Report on Form
10-K
and in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q,
that could cause results to differ materially from those expressed in these publications and reports. This prospectus includes summaries of certain provisions contained in some of the documents described in this prospectus, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described in the section titled “Available Information” in this prospectus.
You should rely only on the information included or incorporated by reference in this prospectus, any prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not authorized any dealer, salesperson or other person to provide you with different information or to make representations as to matters not stated in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any applicable prospectus supplement and any free writing prospectus prepared by or on behalf of us or to which we have referred you do not constitute an offer to sell, or a solicitation of an offer to buy, any securities by any person in any jurisdiction where it is unlawful for that person to make such an offer or solicitation or to any person in any jurisdiction to whom it is unlawful to make such an offer or solicitation. You should not assume that the information included or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective dates.
PROSPECTUS SUMMARY
The following summary contains basic information about offerings pursuant to this prospectus. It may not contain all the information that is important to you. For a more complete understanding of offerings pursuant to this prospectus, we encourage you to read this entire prospectus and the documents to which we have referred in this prospectus, together with any accompanying prospectus supplements or free writing prospectuses, including the risks set forth under the caption “Risk Factors” in Part I, Item 1A of our most recent Annual Report on
Form 10-K,
in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q,
in this prospectus, the applicable prospectus supplement and any related free writing prospectus, and under similar headings in any other documents that are incorporated by reference into this prospectus and the applicable prospectus supplement, and the information set forth under the caption “Available Information” in this prospectus. Fidus Investment Corporation (“FIC”), a Maryland Corporation, operates as an externally managed business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). FIC completed its initial public offering, or IPO, in June 2011. In addition, FIC has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As of December 31, 2020, our shares were listed on the NASDAQ Global Select Market under the symbol “FDUS.”
FIC may make investments directly or through its two wholly-owned investment company subsidiaries, Fidus Mezzanine Capital II, L.P. (“Fund II”) and Fidus Mezzanine Capital III, L.P. (“Fund III”)(collectively Fund II and Fund III are referred to as the “Funds”). Fidus Investment GP, LLC, the general partner of the Funds, is also a wholly owned subsidiary of FIC. The Funds are licensed by the U.S. Small Business Administration (the “SBA”) as small business investment companies (“SBICs”). The Funds utilize the proceeds of the issuance
of SBA-guaranteed debentures
to enhance returns to our stockholders. We believe that utilizing both FIC and the Funds as investment vehicles provides us with access to a broader array of investment opportunities. Given our access to lower cost capital through the SBA’s SBIC debenture program, we expect that we will continue to make investments through the Funds until the Funds reach their borrowing limit under the program. For three or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350.0 million. Unless otherwise noted in this prospectus, the terms “we,” “us,” “our,” the “Company,” “Fidus” and “FIC” refer to Fidus Investment Corporation and its consolidated subsidiaries.
As used in this prospectus, the term “our investment advisor” refers to Fidus Investment Advisors, LLC.
Fidus Investment Corporation
We provide customized debt and equity financing solutions to lower middle-market companies, which we define as U.S. based companies having revenues between $10.0 million and $150.0 million. Our investment objective is to provide attractive risk-adjusted returns by generating both current income from our debt investments and capital appreciation from our equity related investments. Our investment strategy includes partnering with business owners, management teams and financial sponsors by providing customized financing for ownership transactions, recapitalizations, strategic acquisitions, business expansion and other growth initiatives. Although we are classified as a non-diversified investment company within the meaning of the 1940 Act, we maintain the flexibility to operate as a diversified investment company and have done so for an extended period of time. We seek to maintain a diversified portfolio of investments in order to help mitigate the potential effects of adverse economic events related to particular companies, regions or industries.
-1-
We invest in companies that possess some or all of the following attributes: predictable revenues; positive cash flows; defensible and/or leading market positions; diversified customer and supplier bases; and proven management teams with strong operating discipline. We target companies in the lower middle-market with annual earnings, before interest, taxes, depreciation and amortization, or EBITDA, between $5.0 million and $30.0 million; however, we may from time to time opportunistically make investments in larger or smaller companies. Our investments typically range between $5.0 million and $35.0 million per portfolio company.
As of December 31, 2020, we had debt and equity investments in 69 portfolio companies with an aggregate fair value of $742.9 million. The weighted average yield on our debt investments as of December 31, 2020 was 12.2%. The weighted average yield of our debt investments is not the same as a return on investment for our stockholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our fees and expenses. The weighted average yield was computed using the effective interest rates for debt investments at cost as of December 31, 2020, including accretion of original issue discount (“OID”) and loan origination fees, but excluding investments on
non-accrual
status, if any. There can be no assurance that the weighted average yield will remain at its current level. For the year ended December 31, 2020, our total return based on net asset value per share was 7.6% and our total return based on market value was 1.0%. For the year ended December 31, 2019, our total return based on NAV was 12.0% and our total return based on market value was 37.6%. Total return based on net asset value per share equals the change in net asset value per share during the period, plus dividends paid per share during the period, less other non-operating changes during the period, and divided by beginning net asset value per share for the period. Non-operating changes include any items that affect net asset value per share other than increase from investment operations, such as the effects of share issuances and repurchases and other miscellaneous items. Total return based on market value equals the change in the market value of our common stock per share during the period divided by the market value per share at the beginning of the period, and assumes reinvestment of dividends at prices obtained by our dividend reinvestment plan during the period. While these two figures reflect fund expenses, they do not reflect any sales load that may be paid by investors. See “Business” in Part I, Item 1 in our most recent Annual Report on Form
10-K
for additional information about us. Risk Associated with Our Business
Our business is subject to numerous risks, as described in the section titled “Risk Factors” in the applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the documents that are incorporated by reference into this prospectus, including the section titled “Risk Factors” included in our most recent Annual Report on Form
10-K,
in our most recent Quarterly Report on Form 10-Q,
as well as in any of our subsequent SEC filings. Corporate Information
Our principal executive offices are located at 1603 Orrington Avenue, Suite 1005, Evanston, Illinois 60201, and our telephone number is (847) . Information contained on our website is not incorporated by reference into this prospectus or any supplements to this prospectus, and you should not consider that information to be part of this prospectus or any supplements to this prospectus.
859-3940.
Our corporate website is located at http://www.fdus.com
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THE OFFERING
We may offer, from time to time, up to $300,000,000 of our common stock, preferred stock, subscription rights to purchase shares of our common stock, debt securities, or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities on terms to be determined at the time of each offering and set forth in one or more supplements to this prospectus. Our securities may be offered at prices and on terms to be disclosed in one or more supplements to this prospectus and any related free writing prospectus.
We may sell or otherwise issue shares of common stock at a discount to net asset value per share at prices approximating market value less selling expenses upon approval, in certain circumstances, of our board of directors, including a majority of our directors that are not “interested persons” of the Company, as defined in the 1940 Act. On June 4, 2020, our stockholders voted to allow us to issue common stock at a price below net asset value per share for a period of one year ended on the earlier of June 4, 2021 or the date of our 2021 Annual Meeting of Stockholders. We expect to present to our stockholders a similar proposal at our 2021 Annual Meeting of Stockholders. Sales or other issuances of common stock at prices below net asset value per share dilute the interests of existing stockholders, have the effect of reducing our net asset value per share and may reduce our market price per share. See “Sales of Common Stock Below Net Asset Value” in this prospectus and in any accompanying prospectus supplement, if applicable.
Our stockholders did not specify a maximum discount below net asset value at which we are able to sell or otherwise issue our common stock; however, we do not intend to sell or otherwise issue shares of our common stock below net asset value unless our board of directors determines that it would be in our stockholders’ best interest to do so. The level of net asset value dilution that could result from such an offering is not limited.
Our securities may be offered directly to one or more purchasers, including to existing stockholders in a rights offering, by us or through agents designated from time to time by us, or to or through underwriters or dealers. The prospectus supplement relating to an offering and any free writing prospectus will disclose the terms of such offering, including the name or names of any agents or underwriters involved in the sale of our securities by us, the purchase price, and any fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See “Plan of Distribution” in this prospectus. We may not sell any of our securities through agents, underwriters or dealers without delivery of this prospectus and a prospectus supplement describing the method and terms of the offering of our securities.
The Nasdaq Global Select Market Symbol |
“FDUS” | |
Use of Proceeds |
We intend to use the net proceeds from selling our securities to make investments in lower middle-market companies in accordance with our investment objective and strategies and for working capital and general corporate purposes. See “Use of Proceeds.” | |
Dividends and Distributions |
We pay quarterly distributions to our stockholders out of assets legally available for distribution. Our distributions, if any, will be determined by our board of directors. Our ability to declare distributions depends on our earnings, our overall financial condition (including our liquidity position), qualification for or maintenance of our RIC status and such other factors as our board of directors may deem relevant from time to time. | |
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When we make distributions, we will be required to determine the extent to which such distributions are paid out of current or accumulated earnings, recognized capital gains or capital. To the extent there is a return of capital, investors will be required to reduce their basis in our stock for U.S. federal income tax purposes. In the future, our distributions may include a return of capital. | ||
Dividend Reinvestment Plan |
We have adopted a dividend reinvestment plan for our common stockholders, which is an “opt out” dividend reinvestment plan. Under this plan, if we declare a cash distribution, our stockholders who have not opted out of our dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of our common stock, rather than receiving the cash distribution. If a stockholder opts out, that stockholder will receive cash distributions. Stockholders who receive distributions in the form of shares of common stock generally are subject to the same U.S. federal income tax consequences as stockholders who elect to receive their distributions in cash; however, since their cash distributions will be reinvested, such stockholders will not receive cash with which to pay any applicable taxes on reinvested distributions. See “Dividend Reinvestment Plan.” | |
Taxation |
We have elected to be treated as a RIC for U.S. federal income tax purposes. Accordingly, we generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our stockholders. To maintain our tax treatment as a RIC and the associated tax benefits, we must meet specified source-of-income | |
Effective Trading at a Discount |
Shares of closed-end investment companies, including business development companies, | |
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| frequently trade at a discount to their net asset value. The risk that our shares may trade at a discount to our net asset value is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our shares will trade above, at or below net asset value. See “Risk Factors.” | ||
Sales of Common Stock Below Net Asset Value |
Generally, the offering price per share of our common stock, exclusive of any underwriting commissions or discounts, may not be less than the net asset value per share of our common stock at the time we make the offering except (1) in connection with a rights offering to our existing stockholders, (2) with the consent of the majority of our common stockholders and approval of our board of directors, or (3) under such circumstances as the SEC may permit. On June 4, 2020, our common stockholders voted to allow us to sell or otherwise issue common stock at a price below net asset value per share for a period of one year ending on the earlier of June 4, 2021 or our 2021 Annual Meeting of Stockholders. We expect to present to our stockholders a similar proposal at our 2021 Annual Meeting of Stockholders. Sales or other issuances by us of our common stock at a discount from our net asset value pose potential risks for our existing stockholders whether or not they participate in the offering, as well as for new investors who participate in the offering. See “Sales of Common Stock Below Net Asset Value” in this prospectus and in the prospectus supplement, if applicable. | |
| Leverage | We borrow funds to make additional investments. We use this practice, which is known as “leverage,” to attempt to increase returns to our stockholders, but it involves significant risks. See “Risk Factors,” “Senior Securities,” and “Regulation” below. We are currently allowed to borrow amounts such that our asset coverage, as calculated pursuant to the 1940 Act, equals at least 150% after such borrowing ( i.e. Form 10-K. The amount of leverage that we employ at any particular time will depend on our investment | |
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advisor’s investment committee’s and our board of directors’ assessment of market and other factors at the time of any proposed borrowing. In addition, the SBA regulations currently limit the amount that is available to be borrowed by any SBIC and guaranteed by the SBA to 300.0% of an SBIC’s regulatory capital or $175.0 million, whichever is less. For three or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350.0 million. For more information, see “Risk Factors” in Part I, Item 1A of our most recent Annual Report on Form 10-K and “Business—Regulation” in Part I, Item 1 in our most recent Annual Report on Form 10-K. | ||
| Available Information | We have filed with the SEC a registration statement on Form N-2, of which this prospectus is a part, under the Securities Act. This registration statement contains additional information about us and the securities being offered by this prospectus. We are also required to file periodic reports, current reports, proxy statements and other information with the SEC. This information is available on the SEC’s website at http://www.sec.gov. | |
| We maintain a website at www.fdus.com 859-3940 or by sending an e-mail to us at investorrelations@fdus.com. | ||
Incorporation of Certain Information by Reference |
This prospectus is part of a registration statement that we have filed with the SEC. We may “incorporate by reference” the information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to comprise a part of this prospectus from the date we file that information. | |
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| Any reports filed by us with the SEC subsequent to the date of this prospectus until we have sold all of the securities offered by this prospectus or the offering is otherwise terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus. See “Incorporation of Certain Information by Reference” in this prospectus. |
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FEES AND EXPENSES
The following table is intended to assist you in understanding the costs and expenses that an investor in an offering will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “you,” “us,” “the Company” or “Fidus,” or that “we” will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in us, however, your responsibility for such fees or expenses is limited to your investment in Fidus. The fee table and example below include all fees and expenses of our consolidated subsidiaries.
Stockholder Transaction E xpenses: |
||||||
Sales load ( |
(1) | |||||
Offering expenses borne by us ( |
(2) | |||||
Dividend reinvestment plan expenses |
(3) | |||||
Total stockholder transaction expenses paid by us ( |
— | (4) | ||||
Annual Expenses ( (5) : | ||||||
Base management fee payable under Investment Advisory Agreement |
% | (6) | ||||
Total income incentive fees payable under the Investment Advisory Agreement |
% | (7) | ||||
Interest payments on borrowed funds |
% | (8) | ||||
Other expenses |
% | (9) | ||||
Total annual expenses |
% | (10) | ||||
| (1) | In the event that securities to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load. |
| (2) | In the event that we conduct an offering of any of our securities, a corresponding prospectus supplement will disclose the estimated offering expenses because they will be ultimately borne by us. |
| (3) | The expenses of administering our dividend reinvestment plan are included in other expenses. For additional information, see “Dividend Reinvestment Plan” in this prospectus. |
| (4) | Total stockholder transaction expenses may include a sales load and will be disclosed in a future prospectus supplement, if any. |
| (5) | Net assets attributable to common stock equals average net assets, which is calculated as the average of the net assets balances as of each quarter end during the year ended December 31, 2020 and the prior year end. |
| (6) | 10-K. |
| (7) | This item represents the total actual fees incurred on pre-incentive fee net investment income for the year ended December 31, 2020. As of December 31, 2020, there was no capital gains incentive fee payable in cash. |
The incentive fee consists of two parts:
The first, payable quarterly in arrears, equals 20.0% of our
pre-incentive
fee net investment income, expressed as a rate of return on the value of our net assets, (including interest that is accrued but not yet received in cash), subject to a 2.0% quarterly (8.0% annualized) hurdle rate and a “catch-up”
provision measured as of the end of each calendar quarter. Under this provision, in any calendar quarter, our investment advisor receives no incentive fee until our pre-incentive
fee net investment income equals the -8-
hurdle rate of 2.0% but then receives, as a
“catch-up,”
100.0% of our pre-incentive
fee net investment income with respect to that portion of such pre-incentive
fee net investment income, if any, that exceeds the hurdle rate but is less than 2.5%. The effect of this provision is that, if pre-incentive
fee net investment income exceeds 2.5% in any calendar quarter, our investment advisor will receive 20.0% of our pre-incentive
fee net investment income as if a hurdle rate did not apply. The second part, payable annually in arrears, equals 20.0% of our realized capital gains net of realized capital losses and unrealized capital depreciation, if any, on a cumulative basis from inception through the end of the fiscal year (or upon the termination of the Investment Advisory Agreement, as of the termination date), less the aggregate amount of any previously paid capital gain incentive fees. We accrue, but do not pay, a capital gains incentive fee in connection with any net unrealized capital appreciation, as appropriate. For the year ended December 31, 2020, we accrued capital gains incentive fees (reversal) of ($1.7) million in accordance with generally accepted accounting principles.
See “Business—Management and Other Agreements—Investment Advisory Agreement” in Part I, Item 1 in our most recent Annual Report on Form
10-K.
| (8) | As of December 31, 2020, we had outstanding SBA debentures of $147.0 million, and unfunded commitments from the SBA to purchase up to an additional of $161.5 million SBA debentures; we had $307.3 million outstanding of our (i) 5.875% Notes due 2023 (the “2023 Notes”); (ii) 6.000% Notes due 2024 (the “February 2024 Notes”); (iii) 5.375% Notes due 2024 (the “November 2024 Notes,” together with the 2023 Notes and the February 2024 Notes, the “Public Notes”); and (iv) 4.75% notes due 2026 (the “2026 Notes,” collectively with the Public Notes, the “Notes”); we had no outstanding borrowings under our senior secured revolving credit agreement with certain lenders party thereto and ING Capital, LLC, as administrative agent, collateral agent, and lender (the “Credit Facility”), which has total commitment of $100.0 million. Interest payments on borrowed funds is based on estimated annual interest and fee expenses on outstanding SBA debentures, Notes and borrowings under the Credit Facility as of December 31, 2020 with a weighted average stated interest rate of 4.680%. We have estimated the annual interest expense on borrowed funds and caution you that our actual interest expense will depend on prevailing interest rates and our rate of borrowing, which may be substantially higher than the estimate provided in this table. |
| (9) | 10-K. Other expenses exclude interest payments on borrowed funds, income tax (provision) benefit from realized gains on investments, and for issuances of debt securities or preferred stock, interest payments on debt securities and distributions with respect to preferred stock. “Other expenses” are based on actual other expenses for the year ended December 31, 2020. |
| (10) | “Total annual expenses” as a percentage of consolidated net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage our net assets and increase our total assets. The SEC requires that the “total annual expenses” percentage be calculated as a percentage of net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period), rather than the total assets, including assets that have been purchased with borrowed amounts. If the “total annual expenses” percentage were calculated instead as a percentage of average consolidated total assets, our “total annual expenses” would be 6.27% of average consolidated total assets. |
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Example
The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in us. In calculating the following expense amounts, we have assumed we would have no additional leverage, that none of our assets are cash or cash equivalents and that our annual operating expenses would remain at the levels set forth in the table above. Transaction expenses are not included in the following example.
1 year |
3 years |
5 years |
10 years |
|||||||||||||
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return (1) |
$ | $ | $ | $ | ||||||||||||
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return resulting entirely from net realized capital gains (all of which is subject to our incentive fee on capital gains) (2) |
$ | $ | $ | $ | ||||||||||||
| (1) | Assumes that we will not realize any capital gains computed net of all realized capital losses and unrealized capital depreciation. |
| (2) | Assumes no unrealized capital depreciation and a 5% annual return resulting entirely from net realized capital gains and not otherwise deferrable under the terms of the Investment Advisory Agreement and therefore subject to the capital gains incentive fee. |
The foregoing table is to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5.0% annual return, our performance will vary and may result in a return greater or less than 5.0%. Assuming a 5.0% annual return, the capital gains incentive fee under the Investment Advisory Agreement would either not be payable or have an insignificant impact on the expense amounts shown above. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all distributions at net asset value, if our board of directors authorizes and we declare a cash dividend, participants in our dividend reinvestment plan who have not otherwise elected to receive cash will receive a number of shares of our common stock, determined by dividing the total dollar amount of the distribution payable to a participant by the market price per share of our common stock at the close of trading on the valuation date for the distribution. See “Dividend Reinvestment Plan” for additional information regarding our dividend reinvestment plan.
This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.
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RISK FACTORS
Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risks and uncertainties described in the section titled “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, and discussed in the section titled “Risk Factors” in Part I, Item 1A of our most recent Annual Report
on Form 10-K
and any subsequent filings we have made with the SEC that are incorporated by reference into this prospectus or any prospectus supplement, together with other information in this prospectus, the documents incorporated by reference in this prospectus or any prospectus supplement, and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously harmed. This could cause our net asset value and the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please also read carefully the section titled “Special Note Regarding Forward-Looking Statements” in this prospectus. -11-
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects” and variations of these words and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this report involve risks and uncertainties, including statements as to:
| • | our future operating results and the impact of the COVID-19 pandemic thereon; |
| • | our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives as a result of the current COVID-19 pandemic; |
| • | the impact of investments that we expect to make; |
| • | pandemics or other serious public health events, such as the recent global outbreak of COVID-19; |
| • | our contractual arrangements and relationships with third parties; |
| • | the dependence of our future success on the general economy and its impact on the industries in which we invest and the impact of the COVID-19 pandemic thereon; |
| • | the ability of our portfolio companies to achieve their objectives; |
| • | our expected financing and investments; |
| • | the adequacy of our cash resources and working capital; |
| • | the timing of cash flows, if any, from the operations of our portfolio companies; |
| • | the impact of increased competition; |
| • | the ability of our investment advisor to identify suitable investments for us and to monitor and administer our investments and the impacts of the COVID-19 pandemic thereon; |
| • | the ability of our investment advisor to attract and retain highly talented professionals; |
| • | our regulatory structure and tax status; |
| • | our ability to operate as a BDC, a SBIC and a RIC; |
| • | the adequacy of our cash resources and working capital; |
| • | the timing of cash flows, if any, from the operations of our portfolio companies and the impact of the COVID-19 pandemic thereon; |
| • | the timing, form and amount of any dividend distributions; |
| • | the impact of fluctuations in interest rates on our business; |
| • | the valuation of any investments in portfolio companies, particularly those having no liquid trading market; and |
| • | our ability to recover unrealized losses. |
These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
| • | an economic downturn, including as a result of the current COVID-19 pandemic, could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of value in of some or all of our investments in such portfolio companies; |
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| • | a contraction of available credit and/or an inability to access the equity markets, including as a result of the COVID-19 pandemic, could impair our lending and investment activities; |
| • | interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy; |
| • | currency fluctuations could adversely affect the results of our investments in portfolio companies with foreign operations; and, |
| • | the risks, uncertainties and other factors we identify in the section titled “Risk Factors” in this prospectus and in Part I, Item 1A of our most recent Annual Report on Form 10-K, in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q, and those discussed in other documents we file with the SEC. |
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new debt investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this prospectus should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in “Risk Factors” in Part I, Item 1A of our most recent Annual Report on Form
10-K,
in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q,
and elsewhere in this prospectus, any applicable prospectus supplement or free writing prospectus, including the documents we incorporate by reference. You should not place undue reliance on these forward-looking statements, which are based on information available to us as of the applicable date of this prospectus, any applicable prospectus supplement or free writing prospectus, including any documents incorporated by reference, and while we believe such information forms, or will form, a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely on these statements. -13-
USE OF PROCEEDS
Unless otherwise specified in any prospectus supplement accompanying this prospectus, we intend to use the net proceeds from the sale of our securities to invest in lower middle-market companies in accordance with our investment objective and strategies, to repay the outstanding indebtedness under our Credit Facility and/or our unsecured debt, if any, and for working capital and general corporate purposes. We will also pay operating expenses, including management, incentive and administrative fees, and may pay other expenses, from the net proceeds of any offering. We plan to raise new equity when we have attractive investment opportunities available. Pending such use, we will invest the net proceeds of any offering primarily in short-term securities consistent with our BDC election and our election to be taxed as a RIC. See “Business—Regulation—Temporary Investments” in Part I, Item 1 in our most recent Annual Report on Form
10-K
for additional information about temporary investments we may make while waiting to make longer-term investments in pursuit of our investment objective. Pending such use, we will invest the net proceeds of this offering primarily in cash, cash equivalents, U.S. Government securities and other high-quality debt instruments that mature in one year or less, or “temporary investments,” as appropriate. These securities may have lower yields than our other investments and accordingly result in lower distributions, if any, by us during such period. See “Business—Regulation—Temporary Investments” in Part I, Item 1 in our most recent Annual Report on Form
10-K.
Our ability to achieve our investment objective may be limited to the extent that the net proceeds from the offering, pending full investment, are held in interest bearing deposits or other short-term instruments that produce income at a rate less than our cost of capital. -14-
PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS
Our common stock began trading on June 21, 2011 on the NASDAQ Global Market under the symbol “FDUS.” Effective January 3, 2012, our common stock was included in the Nasdaq Global Select Market. The following table lists the high and low closing sale price for our common stock, and the closing sale price as a percentage of net asset value, or NAV, and the cash distributions per share that we have declared on our common stock for each fiscal quarter during the last two most recently completed fiscal years.
Period |
NAV (1) |
High Closing Sales Price |
Low Closing Sales Price |
Premium / (Discount) of High Sales Price to NAV (2) |
Premium / (Discount) of Low Sales Price to NAV (2) |
Distributions Per Share (3) |
||||||||||||||||||
Year ended December 31, 2021 |
$ | $ | $ | % | % | $ | * | |||||||||||||||||
First Quarter |
* | |||||||||||||||||||||||
Second Quarter (through April 26, 2021) |
||||||||||||||||||||||||
Year ended December 31, 2020 |
||||||||||||||||||||||||
First Quarter |
( |
) | 0.39 | |||||||||||||||||||||
Second Quarter |
( |
) | ( |
) | 0.30 | |||||||||||||||||||
Third Quarter |
( |
) | ( |
) | 0.30 | |||||||||||||||||||
Fourth Quarter |
( |
) | ( |
) | 0.34 | |||||||||||||||||||
Year ended December 31, 2019 |
||||||||||||||||||||||||
First Quarter |
( |
) | ( |
) | 0.39 | |||||||||||||||||||
Second Quarter |
( |
) | 0.39 | |||||||||||||||||||||
Third Quarter |
( |
) | ( |
) | 0.39 | |||||||||||||||||||
Fourth Quarter |
( |
) | ( |
) | 0.43 | |||||||||||||||||||
| (1) | Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low sales prices. The net asset values shown are based on outstanding shares at the end of each period. |
| (2) | Calculated as the difference between the respective high or low closing sales price and the quarter end net asset value divided by the quarter end net asset value. |
| (3) | Represents the regular and special, if applicable, distribution declared in the specified quarter. We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash distributions. See “Dividend Reinvestment Plan.” |
On April 26, 2021, the last reported sales price of our common stock was $16.76 per share. As of April 26, 2021, we had approximately 20 stockholders of record.
Shares of BDCs may trade at a market price that is less than the net asset value of those shares. The possibilities that our shares of common stock will trade at a discount from net asset value or at premiums that are unsustainable over the long term are separate and distinct from the risk that our net asset value will decrease. It is not possible to predict whether any common stock offered pursuant to this prospectus supplement will trade at, above, or below net asset value. As of April 26, 2021, our shares of common stock traded at a discount equal to approximately .30% of the net assets attributable to those shares based upon our $16.81 net asset value per share as of December 31, 2020. It is not possible to predict whether the shares offered hereby will trade at, above, or below net asset value.
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We intend to continue to pay quarterly distributions to our stockholders. Our quarterly distributions, if any, are determined by our board of directors. We have elected to be taxed as a RIC under Subchapter M of the Code. As long as we qualify for tax treatment as a RIC, we will not be taxed on our investment company taxable income or net capital gain, to the extent that such income or gain is distributed, or deemed to be distributed, to stockholders on a timely basis.
There were no deemed distributions during the years 2020, 2019 or 2018.
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of our tax treatment as a RIC. We cannot assure stockholders that they will receive any distributions at a particular level.
We have adopted a dividend reinvestment plan that provides for reinvestment of our distributions on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, if our board of directors authorizes, and we declare, a cash distribution, then our stockholders who have not “opted out” of our dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of our common stock, rather than receiving the cash distribution. Under the terms of our dividend reinvestment plan, dividends will primarily be paid in newly issued shares of common stock. However, we reserve the right to purchase shares in the open market in connection with the implementation of the plan. This feature of the plan means that, under certain circumstances, we may issue shares of our common stock at a price below net asset value per share, which could cause our stockholders to experience dilution.
To maintain our qualification as a RIC, we must, among other things, distribute at least 90.0% of our net ordinary income and our net short-term capital gains in excess of our net long-term capital losses, if any. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute during each calendar year an amount at least equal to the sum of (1) 98.0% of our net ordinary income for the calendar year, (2) 98.2% of our capital gain net income for the calendar year and (3) any net ordinary income and capital gain net income that we recognized for preceding years, but were not distributed during such years, and on which we paid no U.S. federal income tax. We may retain for investment some or all of our net capital gain (i.e., net long-term capital gains in excess of net short-term capital losses) and treat such amounts as deemed distributions to our stockholders. If we do this, you will be treated as if you received an actual distribution of the capital gain we retain and then reinvested the net
after-tax
proceeds in our common stock. You also may be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to your allocable share of the tax we paid on the capital gain deemed distributed to you. Please refer to “Certain U.S. Federal Income Tax Considerations” for further information regarding the consequences of our retention of net capital gain. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings. See “Regulation” and “Certain U.S. Federal Income Tax Considerations.” We may make distributions that are payable in cash or shares of our common stock at the election of each stockholder. In accordance with Treasury regulations and published guidance issued by the Internal Revenue Service, a publicly offered RIC may treat distributions of its own stock as counting towards its RIC distribution requirements if each stockholder may elect to receive his, her, or its entire distribution in either cash or stock of the RIC. This published guidance indicates that the rule will apply where the aggregate amount of cash to be distributed to all stockholders is not less than 20% of the aggregate declared distribution. Under the published guidance, if too many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated among the stockholders electing to receive cash (with the balance of the distribution paid in stock). If we decide to make any distributions that are payable in part in shares of our stock, U.S. stockholders receiving such distributions generally will be required to include the full amount of the distribution (whether received in cash, shares of our stock, or a combination thereof) as ordinary income (or as long-term capital gain
-16-
to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits. As a result, a U.S. stockholder may be required to pay tax with respect to such distributions in excess of any cash received. If a U.S. stockholder sells the stock it receives in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the distribution, depending on the market price of our stock at the time of the sale. Furthermore, with respect to
non-U.S.
stockholders, we may be required to withhold U.S. federal tax with respect to such distributions, including in respect of all or a portion of such distributions that are payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on such distributions, it may put downward pressure on the trading price of shares of our stock. Distributions in excess of our current and accumulated profits and earnings would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain. The determination of the tax attributes of our distributions will be made annually as of the end of our fiscal year based upon our taxable income for the full year and distributions paid for the full year. Therefore, a determination made on a quarterly basis may not be representative of the actual tax attributes of our distributions for a full year. Each year, a statement on Form
1099-DIV
identifying the source of the distribution will be sent to our U.S. stockholders of record. Our board of directors presently intends to declare and pay quarterly dividends. Our ability to pay dividends could be affected by future business performance, liquidity, capital needs, alternative investment opportunities and loan covenants. -17-
FINANCIAL HIGHLIGHTS
The following table of financial highlights is intended to help a prospective investor understand the Company’s financial performance for the periods shown. The financial data set forth in the following table as of and for the years ended December 31, 2020 to 2011 are derived from our consolidated financial statements, which have been audited by RSM US LLP, an independent registered public accounting firm whose reports thereon are incorporated by reference in this prospectus, certain documents incorporated by reference in this prospectus or the accompanying prospectus supplement, or our Annual Reports
on Form 10-K filed
with the SEC, which may be obtained from www.sec.gov or upon request. In addition, the financial highlights table under the caption “Note 10. Financial Highlights” in our most recent Annual Report on Form 10-K is incorporated herein by reference. You should read these financial highlights in conjunction with our consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this prospectus, any documents incorporated by reference in this prospectus or the accompanying prospectus supplement, or our Annual Reports on Form 10-K
filed with the SEC. Years Ended December 31, |
||||||||||||||||||||
2020 |
2019 |
2018 |
2017 |
2016 |
||||||||||||||||
Per share data: |
||||||||||||||||||||
Net asset value at beginning of period |
$ | 16.85 | $ | 16.47 | $ | 16.05 | $ | 15.76 | $ | 15.17 | ||||||||||
Net investment income (1) |
1.62 | 1.31 | 1.43 | 1.44 | 1.45 | |||||||||||||||
Net realized gain (loss) on investments, net of tax (provision) (1) |
(0.06 | ) | (0.05 | ) | (0.45 | ) | 0.67 | (0.77 | ) | |||||||||||
Net unrealized appreciation (depreciation) on investments (1) |
(0.27 | ) | 0.74 | 1.05 | (0.23 | ) | 1.59 | |||||||||||||
Realized losses on extinguishment of debt (1) |
(0.01 | ) | (0.02 | ) | (0.01 | ) | (0.01 | ) | — | |||||||||||
Total increase from investment operations (1) |
1.28 | 1.98 | 2.02 | 1.87 | 2.27 | |||||||||||||||
Capital contributions from partners |
— | — | — | — | — | |||||||||||||||
Capital distributions to partners |
— | — | — | — | — | |||||||||||||||
Accretive (dilutive) effect of share issuances and repurchases |
0.01 | — | 0.01 | 0.02 | (0.05 | ) | ||||||||||||||
Distributions from net investment income |
(1.33 | ) | (1.60 | ) | (1.60 | ) | (1.60 | ) | (1.60 | ) | ||||||||||
Distributions from capital gains |
— | — | — | — | — | |||||||||||||||
Taxes paid on deemed distributions |
— | — | — | — | — | |||||||||||||||
Other (2) |
— | — | (0.01 | ) | — | (0.03 | ) | |||||||||||||
Net asset value at end of period |
$ | 16.81 | $ | 16.85 | $ | 16.47 | $ | 16.05 | $ | 15.76 | ||||||||||
Market value at end of period |
$ | 13.10 | $ | 14.84 | $ | 11.69 | $ | 15.18 | $ | 15.73 | ||||||||||
Total return based on market value (3) |
1.0 | % | 37.6 | % | (15.8 | %) | 3.2 | % | 23.8 | % | ||||||||||
Total return based on net asset value (7) |
7.6 | % | 12.0 | % | 12.6 | % | 11.9 | % | 15.0 | % | ||||||||||
Shares outstanding at end of period |
24,437,400 | 24,463,119 | 24,463,119 | 24,507,940 | 22,446,076 | |||||||||||||||
Weighted average shares outstanding during the period |
24,442,431 | 24,463,119 | 24,471,730 | 23,527,188 | 18,283,715 | |||||||||||||||
Ratios/Supplemental Data: |
||||||||||||||||||||
Net assets at end of period |
$ | 410,760 | $ | 412,310 | $ | 402,985 | $ | 393,273 | $ | 353,785 | ||||||||||
Average net assets (6) |
$ | 392,866 | $ | 404,284 | $ | 398,440 | $ | 376,292 | $ | 289,453 | ||||||||||
Total expenses (4) |
11.4 | % | 11.0 | % | 10.2 | % | 9.2 | % | 11.5 | % | ||||||||||
Net investment income (5) |
10.1 | % | 7.9 | % | 8.8 | % | 9.0 | % | 9.2 | % | ||||||||||
Portfolio turnover ratio (3) |
25.8 | % | 17.2 | % | 29.5 | % | 29.5 | % | 29.3 | % | ||||||||||
-18-
Years Ended December 31, |
||||||||||||||||||||
2015 |
2014 |
2013 |
2012 |
2011 |
||||||||||||||||
Per share data: |
||||||||||||||||||||
Net asset value at beginning of period |
$ | 15.16 | $ | 15.35 | $ | 15.32 | $ | 14.90 | $ | 13.33 | ||||||||||
Net investment income (1) |
1.64 | 1.62 | 1.43 | 1.54 | 1.22 | |||||||||||||||
Net realized gain (loss) on investments, net of tax (provision) (1) |
0.58 | (1.18 | ) | 2.22 | 0.19 | (1.31 | ) | |||||||||||||
Net unrealized appreciation (depreciation) on investments (1) |
(0.62 | ) | 0.92 | (1.64 | ) | 0.18 | 1.72 | |||||||||||||
Realized losses on extinguishment of debt (1) |
— | — | — | — | — | |||||||||||||||
Total increase from investment operations (1) |
1.60 | 1.36 | 2.01 | 1.91 | 1.63 | |||||||||||||||
Capital contributions from partners |
— | — | — | — | 0.74 | |||||||||||||||
Capital distributions to partners |
— | — | — | — | (0.16 | ) | ||||||||||||||
Accretive (dilutive) effect of share issuances and repurchases |
0.02 | 0.19 | 0.18 | 0.03 | — | |||||||||||||||
Distributions from net investment income |
(1.60 | ) | (0.97 | ) | (1.21 | ) | (1.46 | ) | (0.64 | ) | ||||||||||
Distributions from capital gains |
— | (0.75 | ) | (0.73 | ) | — | — | |||||||||||||
Taxes paid on deemed distributions |
— | — | (0.21 | ) | — | — | ||||||||||||||
Other (2) |
(0.01 | ) | (0.02 | ) | (0.01 | ) | (0.06 | ) | — | |||||||||||
Net asset value at end of period |
$ | 15.17 | $ | 15.16 | $ | 15.35 | $ | 15.32 | $ | 14.90 | ||||||||||
Market value at end of period |
$ | 13.69 | $ | 14.85 | $ | 21.74 | $ | 16.45 | $ | 12.97 | ||||||||||
Total return based on market value (3) |
2.4 | % | (23.8 | %) | 44.0 | % | 38.1 | % | (9.3 | %) | ||||||||||
Total return based on net asset value (7) |
10.6 | % | 8.9 | % | 13.1 | % | 12.8 | % | 12.2 | % | ||||||||||
Shares outstanding at end of period |
16,300,732 | 16,051,037 | 13,755,232 | 11,953,847 | 9,427,021 | |||||||||||||||
Weighted average shares outstanding during the period |
16,201,449 | 14,346,438 | 13,524,368 | 10,185,627 | 9,427,021 | |||||||||||||||
Ratios/Supplemental Data: |
||||||||||||||||||||
Net assets at end of period |
$ | 247,362 | $ | 243,263 | $ | 211,125 | $ | 183,091 | $ | 140,482 | ||||||||||
Average net assets (6) |
$ | 245,706 | $ | 222,737 | $ | 209,136 | $ | 157,618 | $ | 121,346 | ||||||||||
Total expenses (4) |
11.1 | % | 10.1 | % | 10.6 | % | 11.5 | % | 8.7 | % | ||||||||||
Net investment income (5) |
10.8 | % | 10.5 | % | 9.2 | % | 10.0 | % | 8.5 | % | ||||||||||
Portfolio turnover ratio (3) |
22.5 | % | 18.9 | % | 44.9 | % | 10.7 | % | 14.0 | % | ||||||||||
| (1) | Weighted average per share data. |
| (2) | Represents the impact of different share amounts used in calculating per share data as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date, or other rounding. |
| (3) | Total return based on market value equals the change in the market value of the Company’s common stock per share during the period divided by the market value per share at the beginning of the period, and assumes reinvestment of dividends at prices obtained by our dividend reinvestment plan during the period. The return does not reflect any sales load that may be paid by an investor. |
| (4) | The total expenses to average net assets ratio is calculated using the total expenses, net of income incentive fee waiver caption as presented on the consolidated statements of operations, which includes incentive fee and excludes the income tax provision. |
| (5) | The net investment income to average net assets ratio is calculated using the net investment income caption as presented on the consolidated statements of operations, which includes incentive fee. |
| (6) | Average net assets is calculated as the average of the net asset balances as of each quarter end during the fiscal year and the prior year end. |
| (7) | Total return based on net asset value per share equals the change in net asset value per share during the period, plus dividends paid per share during the period, less other non-operating changes during the period, and divided by beginning net asset value per share for the period. Non-operating changes include any items that affect net asset value per share other than increase from investment operations, such as the effects of share issuances and repurchases and other miscellaneous items. |
-19-
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data of FIC and its subsidiaries, including the Funds, as of and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016, is derived from the consolidated financial statements that have been audited by RSM US LLP, an independent registered public accounting firm.
The selected consolidated financial information and other data presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our most recent Annual Report on Form
10-K
and our consolidated financial statements and the related notes thereto and other financial information incorporated by reference in this prospectus. The selected financial data in this section is not intended to replace the consolidated financial statements and is qualified in its entirety by our consolidated financial statements and related notes incorporated by reference in this prospectus to the consolidated financial statements in our most recent Annual Report on Form
10-K.
Information under “Selected Consolidated Financial Data” in Part II, Item 6 in our most recent subsequently filed Annual Report on Form
10-K
is incorporated herein by reference. Such information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 in such subsequently filed Annual Report on Form 10-K.
Years Ended December 31, |
||||||||||||||||||||
2020 |
2019 |
2018 |
2017 |
2016 |
||||||||||||||||
(Dollars in Thousands, Except Per Share Data) |
||||||||||||||||||||
| Statement of operations data: |
||||||||||||||||||||
| Total investment income |
$ | 85,123 | $ | 77,106 | $ | 76,425 | $ | 68,615 | $ | 60,229 | ||||||||||
| Interest and financing expenses |
19,678 | 17,072 | 12,659 | 9,803 | 10,594 | |||||||||||||||
| Base management fee |
12,932 | 12,399 | 11,365 | 9,788 | 8,254 | |||||||||||||||
| Incentive fee - income |
8,952 | 7,445 | 9,413 | 8,913 | 7,375 | |||||||||||||||
| Incentive fee - capital gains |
(1,684 | ) | 3,299 | 2,938 | 2,055 | 2,294 | ||||||||||||||
| All other expenses |
5,158 | 4,422 | 4,272 | 4,069 | 3,986 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total expenses before income incentive fee waiver |
45,036 | 44,637 | 40,647 | 34,628 | 32,503 | |||||||||||||||
| Incentive fee waiver - income |
(423 | ) | — | — | — | — | ||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total expenses, net of income incentive fee waiver |
44,613 | 44,637 | 40,647 | 34,628 | 32,503 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Net investment income before income taxes |
40,510 | 32,469 | 35,778 | 33,987 | 27,726 | |||||||||||||||
| Income tax provision (benefit) |
862 | 500 | 720 | 220 | 425 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Net investment income |
39,648 | 31,969 | 35,058 | 33,767 | 27,301 | |||||||||||||||
| Net realized gains (losses) |
(968 | ) | (1,171 | ) | (10,269 | ) | 17,904 | (13,835 | ) | |||||||||||
| Net change in unrealized appreciation (depreciation) |
(6,578 | ) | 18,188 | 25,718 | (5,426 | ) | 29,009 | |||||||||||||
| Income tax (provision) benefit from realized gains on investments |
(577 | ) | (121 | ) | (758 | ) | (2,204 | ) | (205 | ) | ||||||||||
| Realized losses on extinguishment of debt |
(299 | ) | (399 | ) | (297 | ) | (90 | ) | — | |||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Net increase in net assets resulting from operations |
$ | 31,226 | $ | 48,466 | $ | 49,452 | $ | 43,951 | $ | 42,270 | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Per share data: |
||||||||||||||||||||
| Net asset value (at end of period) |
$ | 16.81 | $ | 16.85 | $ | 16.47 | $ | 16.05 | $ | 15.76 | ||||||||||
| Net investment income |
$ | 1.62 | $ | 1.31 | $ | 1.43 | $ | 1.44 | $ | 1.45 | ||||||||||
| Net gain (loss) on investments |
$ | (0.33 | ) | $ | 0.69 | $ | 0.60 | $ | 0.44 | $ | 0.82 | |||||||||
| Realized losses on extinguishment of debt |
$ | (0.01 | ) | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | — | ||||||
| Net increase in net assets resulting from operations |
$ | 1.28 | $ | 1.98 | $ | 2.02 | $ | 1.87 | $ | 2.27 | ||||||||||
| Dividends |
$ | 1.33 | $ | 1.60 | $ | 1.60 | $ | 1.60 | $ | 1.60 | ||||||||||
-20-
Years Ended December 31, |
||||||||||||||||||||
2020 |
2019 |
2018 |
2017 |
2016 |
||||||||||||||||
(Dollars in Thousands, Except Per Share Data) |
||||||||||||||||||||
| Other data: |
||||||||||||||||||||
| Weighted average annual yield on debt investments (1) |
12.2 | % | 12.0 | % | 12.6 | % | 13.0 | % | 13.1 | % | ||||||||||
| Number of portfolio companies at year end |
69 | 64 | 63 | 63 | 57 | |||||||||||||||
| Expense ratios (as percentage of average net assets (2) ): |
||||||||||||||||||||
| Operating expenses |
6.4 | % | 6.8 | % | 7.0 | % | 6.6 | % | 7.8 | % | ||||||||||
| Interest expense |
5.0 | % | 4.2 | % | 3.2 | % | 2.6 | % | 3.7 | % | ||||||||||
| Total return based on market value (3) |
1.0 | % | 37.6 | % | (15.8 | %) | 3.2 | % | 23.8 | % | ||||||||||
| Total return based on net asset value (4) |
7.6 | % | 12.0 | % | 12.6 | % | 11.9 | % | 15.0 | % | ||||||||||
| (1) | Weighted average yields are computed using the effective interest rates for debt investments at cost as of the period end date, including accretion of original issue discount and loan origination fees, but excluding investments on non-accrual status, if any. The weighted average yield of our debt investments is not the same as a return on investment for our stockholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. |
| (2) | Average net assets is calculated as the average of the net asset balances as of each quarter end during the fiscal year and the prior year end. |
| (3) | Total return based on market value equals the change in the market value of our common stock per share during the period divided by the market value per share at the beginning of the period, and assumes reinvestment of dividends at prices obtained by our dividend reinvestment plan during the period. The return does not reflect any sales load that may be paid by an investor. |
| (4) | Total return based on net asset value per share equals the change in net asset value per share during the period, plus dividends paid per share during the period, less other non-operating changes during the period, and divided by beginning net asset value per share for the period. Non-operating changes include any items that affect net asset value per share other than increase from investment operations, such as the effects of share issuances and repurchases and other miscellaneous items. |
-21-
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our most recent Annual Report on Form
10-K
is incorporated herein by reference. -22-
SENIOR SECURITIES
Information about our senior securities as of the fiscal years ended December 31, 2020 to 2011 is located in the notes to our consolidated financial statements under the caption “Note 6. Debt” in our most recent Annual Report on Form
10-K,
and is incorporated by reference into the registration statement of which this prospectus is a part. The report of our independent registered public accounting firm on the senior securities table as of December 31, 2020 is included in our most recent Annual Report on Form 10-K,
filed on February 25, 2021, and is incorporated by reference into the registration statement of which this prospectus is a part. -23-
THE COMPANY
The information in the sections entitled “Business” in Part I, Item 1 and “Properties” in Part I, Item 2 of our most recent Annual Report on Form
10-K
and in the section entitled “Legal Proceedings” in Part I, Item 3 in our most recent Annual Report on Form 10-K
is incorporated herein by reference. -24-
PORTFOLIO COMPANIES
The following table sets forth certain information as of December 31, 2020 regarding each portfolio company in which we had a debt or equity investment, as well as a brief description of each portfolio company in which we have made an investment that represents greater than 5.0% of our total assets as of December 31, 2020. The general terms of our expected investments are described in “Part I, Item 1 — Business — Investments” in our most recent Annual Report on Form
10-K.
Other than these investments, our only formal relationships with our portfolio companies will be the managerial assistance we may provide upon request and the board observer or participation rights we may receive in connection with our investment. | Portfolio Company Address of Portfolio Company |
Investment Type |
Industry |
Percentage of Class Held (a) |
Variable Index Spread / Floor |
Rate Cash/PIK |
Maturity |
Principal Amount |
Cost |
Fair Value |
|||||||||||||||||||||||
| Control Investments (c) |
||||||||||||||||||||||||||||||||
| FDS Avionics Corp. (dba Flight Display Systems) |
Aerospace & Defense Manufacturing |
|||||||||||||||||||||||||||||||
| 6435 Shiloh Road, Suite D |
Second Lien Debt |
6.00%/9.00 | % | 12/31/2021 | $ | 4,836 | $ | 4,836 | $ | 4,836 | ||||||||||||||||||||||
| Alpharetta, GA 30005 |
Revolving Loan ($30 unfunded commitment) |
6.00%/9.00 | % | 12/31/2021 | 286 | 286 | 286 | |||||||||||||||||||||||||
| Common Equity (7,478 shares) |
64.5 | % | 748 | — | ||||||||||||||||||||||||||||
| Preferred Equity (2,550 shares) |
0.0 | % | 2,550 | 2,269 | ||||||||||||||||||||||||||||
| |
|
|
|
|||||||||||||||||||||||||||||
| 8,420 | 7,391 | |||||||||||||||||||||||||||||||
| US GreenFiber, LLC |
Building Products Manufacturing |
|||||||||||||||||||||||||||||||
| 5500 77 Center Drive, Suite 100 |
Second Lien Debt |
8.00%/5.00 | % | 8/30/2024 | 15,382 | 15,378 | 13,078 | |||||||||||||||||||||||||
| Charlotte, NC 28217 |
Second Lien Debt |
8.50%/6.50 | % | 8/30/2024 | 5,028 | 5,028 | 5,183 | |||||||||||||||||||||||||
| Second Lien Debt |
8.50%/6.50 | % | 8/30/2024 | 2,533 | 2,533 | 2,601 | ||||||||||||||||||||||||||
| Common Equity (2,522 units) (e) |
0.0 | % | 586 | — | ||||||||||||||||||||||||||||
| Common Equity (425,508 units) (e) |
47.9 | % | 1 | — | ||||||||||||||||||||||||||||
| Common Equity (1,022,813 units) (f) |
65.3 | % | 1,023 | — | ||||||||||||||||||||||||||||
| |
|
|
|
|||||||||||||||||||||||||||||
| 24,549 | 20,862 | |||||||||||||||||||||||||||||||
| |
|
|
|
|||||||||||||||||||||||||||||
| Total Control Investments |
$ | 32,969 | $ | 28,253 | ||||||||||||||||||||||||||||
| |
|
|
|
|||||||||||||||||||||||||||||
| Affiliate Investments (b) |
||||||||||||||||||||||||||||||||
| FAR Research Inc. |
Specialty Chemicals |
|||||||||||||||||||||||||||||||
| 2210 Wilhelmina Ct, NE |
Common Equity (1,396 units) |
13.9 | % | $ | — | $ | 28 | |||||||||||||||||||||||||
| Palm Bay, FL 32905 |
||||||||||||||||||||||||||||||||
| Fiber Materials, Inc. |
Aerospace & Defense Manufacturing |
|||||||||||||||||||||||||||||||
| 5 Morin Street |
Common Equity (10 units) |
9.8 | % | — | 41 | |||||||||||||||||||||||||||
| Biddeford, ME 04005 |
||||||||||||||||||||||||||||||||
| Medsurant Holdings, LLC |
Healthcare Services |
|||||||||||||||||||||||||||||||
| 100 Front Street, Suite 280 |
Second Lien Debt |
14.00%/0.00 | % | 3/10/2022 | 8,031 | 8,028 | 8,091 | |||||||||||||||||||||||||
| West Conshohocken, PA 19428 |
Preferred Equity (63,331 units) |
1.7 | % | 673 | 620 | |||||||||||||||||||||||||||
| Warrant (252,588 units) |
6.9 | % | 2,258 | 2,249 | ||||||||||||||||||||||||||||
| |
|
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|
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| 10,959 | 10,960 | |||||||||||||||||||||||||||||||
| Mirage Trailers LLC |
Utility Equipment Manufacturing |
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| 2212 Industrial Road |
Second Lien Debt |
|
(L + 10.00%) / (1.00%) |
|
11.00%/5.00 | % | 11/25/2021 | 6,410 | 6,483 | 6,410 | ||||||||||||||||||||||
| Nampa, ID 83687 |
Common Equity (2,500,000 shares) |
20.8 | % | 2,188 | 84 | |||||||||||||||||||||||||||
| |
|
|
|
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| 8,671 | 6,494 | |||||||||||||||||||||||||||||||
| Pfanstiehl, Inc. |
Healthcare Products |
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| 1219 Glen Rock Avenue |
Common Equity (4,250 units) |
9.5 | % | 425 | 33,505 | |||||||||||||||||||||||||||
| Waukegan, IL 60085 |
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| Pinnergy, Ltd. |
Oil & Gas Services |
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| 111 Congress Ave. Suite 2020 |
Common Equity - Class A-2 (42,500 units) |
41.7 | % | 3,000 | 20,589 | |||||||||||||||||||||||||||
| Austin, TX 78701 |
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-25-
| Portfolio Company Address of Portfolio Company |
Investment Type |
Industry |
Percentage of Class Held (a) |
Variable Index Spread / Floor |
Rate Cash/PIK |
Maturity |
Principal Amount |
Cost |
Fair Value |
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| Steward Holding LLC (dba Steward Advanced Materials) |
Aerospace & Defense Manufacturing |
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| 1245 E 38th St. |
Second Lien Debt |
12.00%/1.50 | % | 10/31/2021 | $ | 7,783 | $ | 7,781 | $ | 7,783 | ||||||||||||||||||||||
| Chattanooga, TN 37407 |
Common Equity (1,000,000 units) |
5.8 | % | 1,000 | 1,994 | |||||||||||||||||||||||||||
| |
|
|
|
|||||||||||||||||||||||||||||
| 8,781 | 9,777 | |||||||||||||||||||||||||||||||
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|
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| Total Affiliate Investments |
$ | 31,836 | $ | 81,394 | ||||||||||||||||||||||||||||
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|
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| Non-control/Non-affiliate |
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| Frontline Food Services, LLC (f/k/a Accent Food Services, LLC) |
Vending Equipment Manufacturing |
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| 16209 Central Commerce Parkway |
Preferred Equity (Class A Units) (46 units) |
0.0 | % | $ | 2,000 | $ | 2,000 | |||||||||||||||||||||||||
| Pflugerville, TX 68660 |
Common Equity (Class B Units) (124 units) |
11.2 | % | — | — | |||||||||||||||||||||||||||
| Preferred Equity (Class C Units) (100 units) |
0.0 | % | — | — | ||||||||||||||||||||||||||||
| |
|
|
|
|||||||||||||||||||||||||||||
| 2,000 | 2,000 | |||||||||||||||||||||||||||||||
| Allied 100 Group, Inc. |
Healthcare Products |
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| 222 W Washington Ave, Suite 470 |
Subordinated Debt |
11.25%/0.00 | % | 5/26/2023 | 21,500 | 21,432 | 21,500 | |||||||||||||||||||||||||
| Madison, WI 53703 |
Common Equity (625,000 units) |
1.1 | % | 625 | 1,087 | |||||||||||||||||||||||||||
| |
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|
|||||||||||||||||||||||||||||
| 22,057 | 22,587 | |||||||||||||||||||||||||||||||
| Allredi, LLC (fka Marco Group International OpCo, LLC) |
Industrial Cleaning & Coatings |
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| 3009 Pasadena Freeway Frontage Rd, #100 |
Second Lien Debt |
10.50%/1.75 | % | 9/2/2026 | 10,080 | 9,993 | 7,761 | |||||||||||||||||||||||||
| Pasadena, TX 77503 |
Common Equity (570,636 units) |
0.8 | % | 637 | 275 | |||||||||||||||||||||||||||
| |
|
|
|
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| 10,630 | 8,036 | |||||||||||||||||||||||||||||||
| Alzheimer’s Research and Treatment Center, LLC |
Healthcare Services |
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| 2767 S. State Road 7, Suite 300 |
First Lien Debt |
|
(L + 5.75%) / (2.00%) |
|
7.75%/0.00 | % | 10/23/2023 | 6,500 | 6,471 | 6,584 | ||||||||||||||||||||||
| Wellington, FL 33414 |
Common Equity (500 units) |
1.2 | % | 500 | 766 | |||||||||||||||||||||||||||
| |
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|
|
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| 6,971 | 7,350 | |||||||||||||||||||||||||||||||
| American AllWaste LLC (dba WasteWater Transport Services) |
Environmental Industries |
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| 12141 Wickchester Ln., Suite 325 |
Second Lien Debt |
|
(L + 11.00%) / (2.00%) |
|
13.00%/0.00 | % | 11/30/2023 | 17,503 | 17,434 | 17,503 | ||||||||||||||||||||||
| Houston, TX 77079 |
Preferred Equity (500 units) |
0.7 | % | 500 | 241 | |||||||||||||||||||||||||||
| Preferred Equity (207 units) |
0.3 | % | 250 | 226 | ||||||||||||||||||||||||||||
| Preferred Equity (141 units) |
0.2 | % | 171 | 171 | ||||||||||||||||||||||||||||
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|
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| 18,355 | 18,141 | |||||||||||||||||||||||||||||||
| Applied Data Corporation |
Information Technology Services |
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| 401 E Jackson Street |
First Lien Debt |
|
(L + 6.25%) / (1.50%) |
|
7.75%/0.00 | % | 11/6/2025 | 8,000 | 7,949 | 7,949 | ||||||||||||||||||||||
| Tampa, FL 33602 |
Common Equity (22 units) |
0.0 | % | — | — | |||||||||||||||||||||||||||
| Preferred Equity (1,070,614 units) |
1.8 | % | 1,071 | 1,071 | ||||||||||||||||||||||||||||
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|
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| 9,020 | 9,020 | |||||||||||||||||||||||||||||||
| Argo Turboserve Corporation |
Business Services |
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| 681 Fifth Avenue, 11th Floor |
Second Lien Debt |
|
(L + 10.75%) / (2.00%) |
|
12.75%/0.00 | % | 6/28/2023 | 13,031 | 12,990 | 13,031 | ||||||||||||||||||||||
| New York, NY 10022 |
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| AVC Investors, LLC (dba Auveco) |
Specialty Distribution |
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| 100 Homan Drive |
Second Lien Debt |
11.50%/0.00 | % | 7/3/2023 | 22,500 | 22,448 | 22,500 | |||||||||||||||||||||||||
| Cold Spring, KY 41076 |
Common Equity (5,000 units) |
0.8 | % | 487 | 464 | |||||||||||||||||||||||||||
| |
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|
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| 22,935 | 22,964 | |||||||||||||||||||||||||||||||
-26-
| Portfolio Company Address of Portfolio Company |
Investment Type |
Industry |
Percentage of Class Held (a) |
Variable Index Spread / Floor |
Rate Cash/PIK |
Maturity |
Principal Amount |
Cost |
Fair Value |
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| B&B Roadway and Security Solutions, LLC |
Component Manufacturing |
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| 5900 S. Lake Forest Dr., Suite 290 |
Second Lien Debt |
11.25%/4.00 | % | 1/1/2022 | $ | 10,910 | $ | 10,890 | $ | 10,782 | ||||||||||||||||||||||
| McKinney, TX 75070 |
Common Equity (50,000 units) |
2.7 | % | 497 | — | |||||||||||||||||||||||||||
| |
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|
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| 11,387 | 10,782 | |||||||||||||||||||||||||||||||
| Bandon Fitness (Texas), Inc. |
Retail |
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| 3500 Jefferson Street Suite 322 |
First Lien Debt |
|
(L + 6.50%) / (2.25%) |
|
8.75%/0.25 | % | 8/9/2024 | 14,680 | 14,289 | 15,591 | ||||||||||||||||||||||
| Austin, TX 78731 |
Common Equity (545,810 units) |
3.1 | % | 931 | 554 | |||||||||||||||||||||||||||
| |
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|
|
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| 15,220 | 16,145 | |||||||||||||||||||||||||||||||
| BCM One Group Holdings, Inc. |
Information Technology Services |
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| 295 Madison Avenue, 5th Floor |
Subordinated Debt |
11.00%/0.00 | % | 7/3/2024 | 30,000 | 29,887 | 30,000 | |||||||||||||||||||||||||
| New York, NY 10017 |
Common Equity (1,281 shares) |
0.7 | % | 48 | 458 | |||||||||||||||||||||||||||
| Preferred Equity (74 shares) |
0.0 | % | 736 | 737 | ||||||||||||||||||||||||||||
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|
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| 30,671 | 31,195 | |||||||||||||||||||||||||||||||
| Bedford Precision Parts LLC |
Specialty Distribution |
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| 290 Adams St. |
First Lien Debt |
|
(L + 6.25%) / (2.00%) |
|
8.25%/0.00 | % | 3/12/2024 | 4,531 | 4,507 | 4,531 | ||||||||||||||||||||||
| Bedford Hills, NY 10507 |
Common Equity (500,000 units) |
4.6 | % | 500 | 263 | |||||||||||||||||||||||||||
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|
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| 5,007 | 4,794 | |||||||||||||||||||||||||||||||
| Cardboard Box LLC (dba Anthony’s Coal Fired Pizza) |
Restaurants |
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| 200 W. Cypress Creek Road, Suite 220 |
Common Equity (521,021 units) |
0.2 | % | 521 | — | |||||||||||||||||||||||||||
| Fort Lauderdale, FL 33309 |
Preferred Equity (1,043,133 units) |
0.2 | % | 96 | 34 | |||||||||||||||||||||||||||
| |
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|
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| 617 | 34 | |||||||||||||||||||||||||||||||
| Combined Systems, Inc. |
Aerospace & Defense Manufacturing |
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| 388 Kinsman Rd |
First Lien Debt |
|
(L + 10.00%) / (2.00%) |
|
12.00%/0.00 | % | 1/31/2025 | 7,600 | 7,553 | 7,600 | ||||||||||||||||||||||
| Jamestown, PA 16134 |
Revolving Loan ($1,050 unfunded commitment) |
|
(L + 9.00%) / (2.00%) |
|
11.00%/0.00 | % | 1/31/2025 | 2,950 | 2,930 | 2,950 | ||||||||||||||||||||||
| |
|
|
|
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| 10,483 | 10,550 | |||||||||||||||||||||||||||||||
| Comply365, LLC |
Aerospace & Defense Manufacturing |
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| 655 Third Street, Suite 365 |
First Lien Debt |
|
(L + 8.00%) / (1.00%) |
|
9.00%/0.00 | % | 12/11/2025 | 10,000 | 9,855 | 9,855 | ||||||||||||||||||||||
| Beloit, WI 53511 |
Common Equity (1,000,000 units) |
1.6 | % | 1,000 | 1,000 | |||||||||||||||||||||||||||
| |
|
|
|
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| |
10,855 | 10,855 | ||||||||||||||||||||||||||||||
| CRS Solutions Holdings, LLC (dba CRS Texas) |
Business Services |
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| 1315 West Sam Houston Pkwy North, Suite 100 |
Second Lien Debt |
10.50%/1.50 | % | 4/30/2024 | 11,305 | 11,270 | 11,305 | |||||||||||||||||||||||||
| Houston, TX 77043 |
Common Equity (450,382 units) |
0.5 | % | 488 | 321 | |||||||||||||||||||||||||||
| |
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|
|||||||||||||||||||||||||||||
| 11,758 | 11,626 | |||||||||||||||||||||||||||||||
| Dataguise, Inc. |
Information Technology Services |
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| 39650 Liberty St Suite 400 |
First Lien Debt |
11.00%/0.00 | % | 12/31/2023 | 20,000 | 19,900 | 19,900 | |||||||||||||||||||||||||
| Fremont, CA 94538 |
Common Equity (909 shares) |
0.8 | % | |||||||||||||||||||||||||||||