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Entry into a Material Definitive Agreement |
On October 1, 2025, Fidus Investment Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company and Fidus Investment Advisors, LLC (the “Adviser”), on the one hand, and Raymond James & Associates, Inc. and ING Financial Markets LLC, as representatives of the several underwriters named in Exhibit A thereto, on the other hand, in connection with the issuance and sale of an additional $100.0 million in aggregate principal amount of the Company’s 6.750% Notes due 2030 (the “New 2030 Notes” and the issuance and sale thereof, the “Offering”).
The Underwriting Agreement includes customary representations, warranties, and covenants by the Company and the Adviser. It also provides for customary indemnification by each of the Company, the Adviser, and the underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as an exhibit hereto and incorporated by reference herein.
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Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant |
The New 2030 Notes were issued on October 3, 2025 as additional notes under the Base Indenture, dated February 2, 2018 (the “Base Indenture”), by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the Sixth Supplemental Indenture, dated March 19, 2025 (the “Sixth Supplemental Indenture” and together with the Base Indenture, the “Indenture”), pursuant to which the Company initially issued $100.0 million in aggregate principal amount of the 6.750% Notes due 2030 (the “Existing 2030 Notes” and together with the New 2030 Notes, the “2030 Notes”) on March 19, 2025. The New 2030 Notes are treated as a single series with the Existing 2030 Notes under the Indenture and have the same terms as the Existing 2030 Notes (except the issue date, the offering price and the initial interest payment date). The New 2030 Notes have the same CUSIP number and are fungible and rank equally with the Existing 2030 Notes. Upon issuance of the New 2030 Notes, the outstanding aggregate principal amount of the 2030 Notes is $200.0 million.
The 2030 Notes mature on March 19, 2030, unless previously redeemed or repurchased in accordance with their terms. The 2030 Notes bear interest at a rate of 6.750% per year payable semi-annually in arrears on March 19 and September 19 of each year, commencing on March 19, 2026 for the New 2030 Notes. The 2030 Notes are the Company’s direct unsecured obligations and rank pari passu with the Company’s existing and future unsecured, unsubordinated indebtedness; senior to any series of preferred stock that the Company may issue in the future; senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the 2030 Notes; effectively subordinated to all of the Company’s existing and future secured indebtedness (including indebtedness that is initially unsecured to which the Company subsequently grants security), to the extent of the value of the assets securing such indebtedness including, without limitation, borrowings under its credit facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s existing or future subsidiaries including, without limitation, the indebtedness of the small business investment company subsidiaries of the Company.
Prior to September 19, 2029 (six months prior to the maturity date of the 2030 Notes) (the “Par Call Date”), the Company may redeem the 2030 Notes at its option, in whole or in part, at any time and from time to time at the Company’s option, at a redemption price equal to the greater of: (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2030 Notes matured on the Par Call Date) on a semi-annual basis (assuming a
360-day
year consisting of twelve
30-day
months) at the Treasury Rate (as defined in the Sixth Supplemental Indenture) plus 50 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the 2030 Notes to be redeemed plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, the Company may redeem the 2030 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2030 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
In addition, if a Change of Control Repurchase Event (as defined in the Sixth Supplemental Indenture) occurs prior to maturity of the 2030 Notes, holders of the 2030 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2030 Notes at a repurchase price equal to 100% of the principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
The Indenture contains certain covenants, including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the Investment Company Act of 1940, as amended (the “1940 Act”), or any successor provisions, to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the Securities and Exchange Commission (the “SEC”) and certain other exceptions, and to provide financial information to the holders of the 2030 Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are set forth in the Indenture.
