N-2/A
0001513363falseFrom time to time after the effective date of this Registration Statement.In the event that securities are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load.The expenses of administering our dividend reinvestment plan are included in other expenses.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 the Company (and indirectly by our stockholders).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 for the three months ended March 31, 2024. We may from time to time decide it is appropriate to change the terms of the investment advisory and management agreement by and between the Company and 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 Part I, Item 1. “Business - Management and Other Agreements-Investment Advisory Agreement” in our most recent Annual Report on Form 10-K.Net assets attributable to common stock equals average net assets, which is calculated as the average of the net assets balances for the three months ended March 31, 2024.As of March 31, 2024, we had outstanding SBA debentures of $175.0 million; we had $125.0 million outstanding of our 4.75% notes due 2026 (the “January 2026 Notes”); we had $125.0 million outstanding of our 3.50% notes due 2026 (the “November 2026 Notes” and together with the January 2026 Notes, the “Notes”); we had outstanding borrowings of $22.5 million 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 and the Notes and outstanding borrowings under the Credit Facility as of March 31, 2024 with a weighted average stated interest rate of 4.568% 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.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 three months ended March 31, 2024. The capital gains incentive fee payable as of March 31, 2024 is $0.2 million. For the three months ended March 31, 2024, we accrued capital gains incentive fees (reversal) of $0.5 million in accordance with U.S. GAAP, which equals 0.08% 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 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. See Part I, Item 1. “Business - Management and Other Agreements-Investment Advisory Agreement” in our most recent Annual Report on Form 10-K.Other expenses represent our estimated annual operating expenses, as a percentage of net assets attributable to common shares estimated for the three months ended March 31, 2024, including professional fees, directors’ fees, insurance costs, expenses of our dividend reinvestment plan, payments under the Administration Agreement based on our allocable portion of overhead and other expenses incurred by our administrator, expenses incurred in a money market fund, and our income tax provision (benefit) relating to deferred and current tax provision (benefit) for U.S. federal income taxes and excise, state and other taxes. See Part I, Item 1. “Business - Management and Other Agreements-Administration Agreement” in our most recent Annual Report on Form 10-K. Other expenses exclude interest payments on borrowed funds 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 three months ended March 31, 2024.“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.The Board of Directors accepted a voluntary, non-contractual, and unconditional waiver from the Investment Advisor to permanently exclude any investments recorded as secured borrowings as defined under GAAP from the base management fee payable as of March 31, 2024. The base management fee waived as of March 31, 2024 was $0.1 million.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 5.89% of average consolidated total assets.Total amount of each class of senior securities outstanding at the end of the period presented.The “**” indicates that we have excluded our SBA debentures from the asset coverage calculation pursuant to the exemptive relief granted by the SEC in June 2014 that permits us to exclude the senior securities issued by the Funds from the definition of senior securities in the asset coverage requirement applicable to us under the 1940 Act.Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.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.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.For more information regarding our limitations as to SBA debenture issuances, see “Regulation — Small Business Administration Regulations” in our most recent Annual Report on Form 10-K. 0001513363 2024-05-08 2024-05-08 0001513363 2022-01-01 2022-03-31 0001513363 2023-10-01 2023-12-31 0001513363 2023-07-01 2023-09-30 0001513363 2023-04-01 2023-06-30 0001513363 2023-01-01 2023-03-31 0001513363 2024-04-01 2024-05-03 0001513363 2024-01-01 2024-03-31 0001513363 2022-10-01 2022-12-31 0001513363 2022-07-01 2022-09-30 0001513363 2022-04-01 2022-06-30 0001513363 2022-12-31 0001513363 2022-09-30 0001513363 2022-06-30 0001513363 2022-03-31 0001513363 2023-12-31 0001513363 2023-09-30 0001513363 2023-06-30 0001513363 2023-03-31 0001513363 2024-03-31 0001513363 ck0001513363:CommonShareMember 2024-05-08 2024-05-08 0001513363 dei:BusinessContactMember 2024-05-08 2024-05-08 0001513363 ck0001513363:OneThousandInvestmentAssumingAFivePointZeroPercentAnnualReturnMember 2024-05-08 2024-05-08 0001513363 ck0001513363:OneThousandInvestmentAssumingAFivePercentAnnualReturnMember 2024-05-08 2024-05-08 0001513363 ck0001513363:SecuredBorrowingsMember 2024-03-31 0001513363 ck0001513363:November2026NotesMember 2024-03-31 0001513363 ck0001513363:January2026NotesMember 2024-03-31 0001513363 ck0001513363:CreditFacilityMember 2024-03-31 0001513363 ck0001513363:SBADebenturesMember 2024-03-31 0001513363 ck0001513363:CommonShareMember 2024-03-31 2024-03-31 0001513363 ck0001513363:SBADebenturesMember 2024-03-31 2024-03-31 0001513363 ck0001513363:CreditFacilityMember 2024-03-31 2024-03-31 0001513363 ck0001513363:NotesMember 2024-03-31 2024-03-31 xbrli:pure xbrli:shares iso4217:USD iso4217:USD xbrli:shares
As filed with the Securities and Exchange Commission on May 8, 2024
Securities Act File No. 
333-277540
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM
N-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective
Amendment No. 1
 
Post-Effective Amendment No.
 
 
 
FIDUS INVESTMENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
 
1603 Orrington Avenue, Suite 1005
Evanston, Illinois 60201
(Address of Principal Executive Offices)
(847)
859-3940
(Registrant’s Telephone Number, Including Area Code)
 
 
Edward H. Ross
Chief Executive Officer
1603 Orrington Avenue, Suite 1005
Evanston, Illinois 60201
(Name and Address of Agent for Service)
 
 
COPIES TO:
Steven B. Boehm, Esq.
Payam Siadatpour, Esq.
Sara Sabour Nasseri, Esq.
Eversheds Sutherland (US) LLP
700 Sixth Street, NW, Suite 700
Washington, D.C. 20001-3980
(202)
383-0100
 
 
Approximate Date of Commencement of Proposed Public Offering:
From time to time after the effective date of the Registration Statement.
 
Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.
 
Check box if any securities being registered on this Form
w
ill be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.
 
Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
 
Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
 
Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.
It is proposed that this filing will become effective (check appropriate box):
 
when declared effective pursuant to Section 8(c) of the Securities Act.
If appropriate, check the following box:
 
This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].
 
This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:
    
.
 
This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:
    
.
 
This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:
    
.
Check each box that appropriately characterizes the Registrant:
 
Registered
Closed-End
Fund
(closed-end
company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).
 
Business Development Company
(closed-end
company that intends or has elected to be regulated as a business development company under the Investment Company Act).
 
Interval Fund (Registered
Closed-End
Fund or a Business Development Company that makes periodic repurchase offers under
Rule 23c-3
under the Investment Company Act).
 
A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
 
Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
 
Emerging Growth Company (as defined by
Rule 12b-2
under the Securities Exchange Act of 1934 (“Exchange Act”).
 
If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
 
New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).
 
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
 
 
 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
Subject To Completion, Dated May 8, 2024
PROSPECTUS
$600,000,000
 
 
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 $600,000,000 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,
“at-the-market”
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.
We may offer shares of common stock at a discount to net asset value per share in certain circumstances. On June 8, 2023, 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 8, 2024 or the date of our 2024 Annual Meeting of Stockholders. Our stockholders are being asked to consider and approve a similar proposal at our 2024 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 8, 2024 or the date of our 2024 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. 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 May 3, 2024, the last reported sale price of our common stock on the Nasdaq Global Select Market was $19.98 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
http://www.fdus.com
, by calling us collect at (847)
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
 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.
 
 
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     , 2024

TABLE OF CONTENTS
 
  
 
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15
 
  
 
16
 
  
 
17
 
  
 
18
 
  
 
19
 
  
 
20
 
  
 
37
 
  
 
38
 
  
 
39
 
  
 
40
 
  
 
41
 
  
 
45
 
  
 
47
 
  
 
56
 
  
 
63
 
  
 
65
 
  
 
67
 
  
 
81
 
  
 
83
 
  
 
84
 
  
 
87
 
  
 
88
 
  
 
89
 
  
 
90
 
  
 
91
 
  
 
92
 

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 $600,000,000 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 of 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.
 
-1-

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. Before making your investment decision, you should also carefully read the information incorporated by reference into this prospectus, including our financial statements and related notes, as provided in sections titled “Available Information” and “Incorporation of Certain Information by Reference” 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 March 31, 2024, 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. Fund III is licensed by the U.S. Small Business Administration (the “SBA”) as a small business investment company (“SBIC”). Fund III utilizes the proceeds of the issuance
of SBA-guaranteed debentures
to enhance returns to our stockholders. Fund II completed its wind-down plan, can no longer issue additional SBA debentures, and relinquished its SBIC license on March 7, 2024, which remains subject to the SBA’s approval. We believe that utilizing both FIC and Fund III 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 Fund III until Fund III 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. 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
 
-2-

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 March 31, 2024, we had debt and equity investments in 87 portfolio companies with an aggregate fair value of $1.0 billion.
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)
859-3940.
Our corporate website is located at
http://www.fdus.com
. 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.
 
-3-

THE OFFERING
We may offer, from time to time, in one or more offerings, up to $600,000,000 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 8, 2023, 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 8, 2024 or the date of our 2024 Annual Meeting of Stockholders. Our stockholders are being asked to consider and approve a similar proposal at our 2024 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 invest in lower middle-market companies in accordance with our investment objective and strategies, to repay the outstanding indebtedness under our Credit Facility (as defined below) and/or our unsecured debt, if any, 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 be subject to U.S. federal income tax 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
and asset diversification requirements and generally 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. In order to meet the 90% income requirement, we have established several subsidiaries that are treated as corporations for U.S. federal income tax purposes, and in the future may establish additional such subsidiaries, to hold assets from which we do not anticipate earning dividends, interest or other qualifying income under the 90% income requirement (the “Taxable Subsidiaries”). Each Taxable Subsidiary generally is subject to U.S. federal income tax imposed at corporate rates, and therefore we can expect to achieve a reduced after-tax yield on investments held through a Taxable Subsidiary. See “Price Range of Common Stock” and “Certain U.S. Federal Income Tax Considerations.”
 
Effective Trading at a Discount
Shares of
closed-end
investment companies, including business development companies, 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.”
 
-5-

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 8, 2023, 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 8, 2024 or our 2024 Annual Meeting of Stockholders. Our stockholders are being asked to consider and approve a similar proposal at our 2024 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.
, we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 our most recent Annual Report on
Form 10-K.
 
 
The amount of leverage that we employ at any particular time will depend on our investment 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% 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
 
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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
 and make all of our periodic and current reports, proxy statements and other information available, free of charge, on or through our website. 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. You may also obtain such information free of charge by contacting us by mail at 1603 Orrington Avenue, Suite 1005, Evanston, Illinois 60201, Attention: Investor Relations, by calling us collect at (847)
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. We incorporate by reference into this prospectus any filings under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act filed by us with the SEC subsequent to the date of the initial registration statement and prior to effectiveness of the registration statement, and subsequent to the date of this prospectus until all of the securities offered by this prospectus and any accompanying prospectus supplement have been sold or we otherwise terminate the offering of these securities. See “Incorporation of Certain Information by Reference” in this prospectus for more information.
 
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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. Except where the context suggests otherwise, whenever there is 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.
 
Stockholder transaction expenses:
  
Sales load (as a percentage of offering price)
  
 
(1)
 
Offering Expenses born by us (as a percentage of offering price)
  
 
(2)
 
Dividend reinvestment plan expenses
  
 
(3)
 
Total stockholder transaction expenses paid by us (as a percentage of offering price)
  
 
— 
(4)
 
Annual expenses (as a percentage of net assets attributable to common stock)
(5)
:
  
Base management fee
  
 
2.96
%
(6)
 
Incentive fees payable under Investment Advisory Agreement
  
 
3.02
%
(7)
 
Interest payments on borrowed funds
  
 
3.64
%
(8)
 
Other expenses
  
 
1.13
%
(9)
 
 
 
 
 
 
Total annual expenses, before base management fee waiver
  
 
10.75
%
(10)
 
Base management fee waiver
  
 
(0.05
%)
(11)
 
 
 
 
 
 
Total annual expenses, net of base management fee waiver
  
 
10.70
%
(12)
 
 
 
 
 
 
 
(1)
In the event that securities 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 the Company (and indirectly by our stockholders).
(3)
The expenses of administering our dividend reinvestment plan are included in other expenses.
(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 for the three months ended March 31, 2024.
(6)
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 for the three months ended March 31, 2024. We may from time to time decide it is appropriate to change the terms of the investment advisory and management agreement by and between the Company and 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 Part I, Item 1. “Business - Management and Other Agreements-Investment Advisory Agreement” in our most recent Annual Report on Form 10-K.
(7)
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 three months ended March 31, 2024. The capital gains incentive fee payable as of March 31, 2024 was $0.2 million. For the three months ended March 31, 2024, we accrued capital gains incentive fees (reversal) of $0.5 million in accordance with U.S. GAAP, which equals 0.08% of average net assets attributable to common stock; such amount has not been included in the estimated expenses figure reflected in the table above.
 
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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 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. See Part I, Item 1. “Business - Management and Other Agreements-Investment Advisory Agreement” in our most recent Annual Report on Form 10-K.
 
(8)
As of March 31, 2024, we had outstanding SBA debentures of $175.0 million; we had $125.0 million outstanding of our 4.75% notes due 2026 (the “January 2026 Notes”); we had $125.0 million outstanding of our 3.50% notes due 2026 (the “November 2026 Notes” and together with the January 2026 Notes, the “Notes”); we had outstanding borrowings of $22.5 million 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 and the Notes and outstanding borrowings under the Credit Facility as of March 31, 2024 with a weighted average stated interest rate of 4.568% 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.
(9)
Other expenses represent our estimated annual operating expenses, as a percentage of net assets attributable to common shares estimated for the three months ended March 31, 2024, including professional fees, directors’ fees, insurance costs, expenses of our dividend reinvestment plan, payments under the Administration Agreement based on our allocable portion of overhead and other expenses incurred by our administrator, expenses incurred in a money market fund, and our income tax provision (benefit) relating to deferred and current tax provision (benefit) for U.S. federal income taxes and excise, state and other taxes. See Part I, Item 1. “Business - Management and Other Agreements-Administration Agreement” in our most recent Annual Report on Form 10-K. Other expenses exclude interest payments on borrowed funds 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 three months ended March 31, 2024.
(10)
“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.
(11)
The Board of Directors accepted a voluntary, non-contractual, and unconditional waiver from the Investment Advisor to permanently exclude any investments recorded as secured borrowings as defined
 
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  under GAAP from the base management fee payable as of March 31, 2024. The base management fee waived as of March 31, 2024 was $0.1 million.
(12)
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 5.89% of average consolidated total assets.
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 and that our annual operating expenses would remain at the levels set forth in the table above, including giving effect to the management fee waiver described 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% annual return
  
$
104
 
  
$
295
 
  
$
465
 
  
$
811
 
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)
  
$
113
 
  
$
318
 
  
$
496
 
  
$
845
 
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 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.
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 number of significant risks. In addition to the other information contained in this prospectus and any accompanying prospectus supplement, you should consider carefully the following information before making an investment in our securities. 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 and uncertainties described in these documents could materially adversely affect our business, financial condition and results of operations. 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, also may become important factors that could 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.
 
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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;
 
   
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;
 
   
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;
 
   
an economic downturn and its impacts on the ability of our portfolio companies to operate and the investment opportunities available to us;
 
   
the impact of geopolitical conditions, including the ongoing conflict between Ukraine and Russia, and the ongoing war in the Middle East, and U.S. and China relations, and its impact on financial market volatility, global economic markets, and various sectors, industries and markets for commodities globally;
 
   
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 ability of our investment advisor to identify suitable investments for us and to monitor and administer our investments;
 
   
the ability of our investment advisor to attract and retain highly talented professionals;
 
   
our regulatory structure and tax treatment;
 
   
our ability to operate as a BDC, and a RIC and Fund III to operate as an SBIC;
 
   
the timing, form and amount of any dividend distributions;
 
   
the impact of interest rate volatility, including the replacement of LIBOR with alternate rates 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.
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 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 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 could impair our lending and investment activities;
 
   
interest rate volatility, including rising interest rates, could adversely affect our results, particularly because we use leverage as part of our investment strategy;
 
   
the alternative reference rates that have replaced LIBOR may not yield the same or similar economic results as LIBOR over the life of such transaction;
 
   
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.
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. Except as otherwise required by federal securities laws, we do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements do not meet the safe harbor for forward-looking statements pursuant to Section 27A of the Securities Act or Section 21E of the Exchange Act.
 
-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 also will 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.
 
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PRICE RANGE OF COMMON STOCK
The information in “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Issuer Purchases of Equity Securities” in Part II of our most recent Annual Report on Form 10-K is incorporated by reference herein.
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 last reported price for our common stock on May 3, 2024 was $19.98 per share. As of May 3, 2024, we had 20 stockholders of record.
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, on our common stock for each fiscal quarter during the last two most recently completed fiscal years and each full fiscal quarter since the beginning of the current fiscal year.
 
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)
 
Year Ended December 31, 2024:
         
First Quarter
  $ 19.36     $ 20.04     $ 18.79       3.5     (2.9 )% 
Second (through May 3, 2024
)
    *       20.47       19.44       *       *  
Year Ended December 31, 2023:
         
First Quarter
  $ 19.39     $ 20.90     $ 18.29       7.8     (5.7 )% 
Second Quarter
    19.13       20.08       18.10       5.0       (5.4
Third Quarter
    19.28       20.98       18.80       8.8       (2.5
Fourth Quarter
    19.37       20.13       17.69       3.9       (8.7
Year Ended December 31, 2022:
         
First Quarter
  $ 19.91     $ 20.52     $ 17.02       3.1     (14.5 )% 
Second Quarter
    19.80       20.94       16.61       5.8       (16.1
Third Quarter
    19.41       20.62       16.92       6.2       (12.8
Fourth Quarter
    19.43       20.69       16.88       6.5       (13.1
 
(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.
*
NAV has not yet been determined.
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 May 3, 2024, our shares of common stock traded at a premium equal to approximately 3.2% of the net assets attributable to those shares based upon our $19.36 net asset value per share as of March 31, 2024. It is not possible to predict whether the shares offered hereby will trade at, above, or below net asset value.
 
-15-

FINANCIAL HIGHLIGHTS
The financial highlights is intended to help a prospective investor understand the Company’s financial performance for the periods presented. Information about our financial highlights for the years ended December 31, 2023 to 2014 is located in the notes to our consolidated financial statements under the caption “Note 10. Financial Highlights” in our most recent Annual Report on Form 10-K, which been audited by our independent registered public accounting firm whose reports thereon are incorporated by reference in this prospectus, and is incorporated herein by reference. The information for our financial highlights for the three months ended March 31, 2024 and 2023 is located in the notes to our consolidated financial statements under the caption “Note 10. Financial Highlights” in our most recent Quarterly Report on Form 10-Q, and is incorporated herein by reference. Interim results at and for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.
 
-16-

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 and Part I, Item 2 of our most recent Quarterly Report on Form 10-Q is incorporated herein by reference.
 
-17-

SENIOR SECURITIES
Information about our senior securities as of the fiscal years ended December 31, 2023 to 2014 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 herein by reference. The report of our independent registered public accounting firm on the senior securities table is included in our most recent Annual Report on Form
10-K,
filed on February 29, 2024, and is incorporated by reference into the registration statement of which this prospectus is a part.
Information about our senior securities is shown in the following table as of March 31, 2024 (unaudited).
 
Class and Year
  
Total Amount
Outstanding Exclusive of
Treasury Securities
(1)
    
Asset
Coverage per
Unit
(2)(5)
   
Involuntary
Liquidation
Preference per Unit
(3)
    
Average
Market Value
per Unit
(4)
 
    
(dollars in thousands)
                     
SBA debentures
          
As of March 31, 2024
   $ 175,000        *     *        N/
A
 
Credit Facility
          
As of March 31, 2024
   $ 22,500      $ 3,111       *        N/A  
January 2026 Notes
          
As of March 31, 2024
   $ 125,000      $ 3,111       *        N/A  
November 2026 Notes
          
As of March 31, 2024
   $ 125,000      $ 3,111       *        N/A  
Secured Borrowings
          
As of March 31, 2024
   $ 15,626      $ 3,111    
 

*        N/A  
 
(1)
Total amount of each class of senior securities outstanding at the end of the period presented.
(2)
Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.
(3)
The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The “*” indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.
(4)
Not applicable to the SBA debentures, the Credit Facility, the January 2026 Notes, the November 2026 Notes and the Secured Borrowings because these senior securities are not registered for public trading. The January 2026 Notes and the November 2026 Notes were issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
(5)
The “**” indicates that we have excluded our SBA debentures from the asset coverage calculation pursuant to the exemptive relief granted by the SEC in June 2014 that permits us to exclude the senior securities issued by the Funds from the definition of senior securities in the asset coverage requirement applicable to us under the 1940 Act.
 
-18-

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.
 
-19-

PORTFOLIO COMPANIES
The following table sets forth certain information regarding each of the portfolio companies in which we had a debt or equity investment as of March 31, 2024. As of March 31, 2024, we did not make any investments in a portfolio company that represented greater than 5.0% of our total assets as of March 31, 2024. Our only relationships with our portfolio companies are the managerial assistance we may separately provide to our portfolio companies, which services would be ancillary to our investments. We offer to make available significant managerial assistance to our portfolio companies. We may receive rights to observe the meetings of our portfolio companies’ board of directors.
 
Portfolio Company (a)(b)
 
Address of Portfolio Company
 
Investment Type (c)
 
Industry
 
Percentage
of Class
Held (aw)
   
Variable
Index Spread
/ Floor (d)
 
Rate (e)
Cash/PIK
 
Investment
Date (f)
   
Maturity
   
Principal
Amount
   
Cost
   
Fair
Value (g)
   
Percent of
Net Assets
 
Control Investments (t)
                     
US GreenFiber, LLC (n)
    Building Products Manufacturing                  
5500 77 Center Drive, Suite 100
  Second Lien Debt (j)(y)         10.00%/3.00%     7/3/2014       8/30/2024     $ 5,226     $ 5,223     $ —     
Charlotte, NC 28217
  Common Equity (2,522 units) (h)(j)       0.00         7/3/2014           585       —     
  Common Equity (425,508 units) (j)       47.90         8/30/2019           1       —     
  Common Equity (1,022,813 units) (h)(j)       65.25         7/1/2020           1,023       —     
                 
 
 
   
 
 
   
                    6,832       —        0
                 
 
 
   
 
 
   
Total Control Investments
                  $ 6,832     $ —        0
Affiliate Investments (l)
                     
Applegate Greenfiber Intermediate Inc. (fka US GreenFiber, LLC)
    Building Products Manufacturing                  
5500 77 Center Drive, Suite 100
  Subordinated Debt (j)         11.00%/0.00%     12/31/2021       12/31/2027     $ 9,602     $ 9,602     $ 9,602    
Charlotte, NC 28217
  Common Equity (5,690 units) (h)(j)       9.60         12/31/2021           5,690       6,811    
  Common Equity (7,113 units) (h)(j)       0.0         12/31/2021           7,113       8,442    
  Common Equity (2,012 units) (h)(j)       3.40         12/31/2021           —        —     
                 
 
 
   
 
 
   
                    22,405       24,855       4
Medsurant Holdings, LLC
    Healthcare Services                  
100 Front Street, Suite 280
  Preferred Equity (84,997 units) (h)(j)       2.25         4/12/2011           315       1,654    
Conshohocken, PA 19428
  Warrant (252,588 units) (h)(j)(m)       6.4         4/12/2011           2,257       5,810    
                    2,572       7,464       1
Pfanstiehl, Inc.
    Healthcare Products                  
1219 Glen Rock Avenue
  Common Equity (2,550 units) (j)       7.3         3/29/2013           254       29,713       5
Waukegan, IL 60085
                     
 
-20-

Portfolio Company (a)(b)
 
Address of Portfolio Company
 
Investment Type (c)
 
Industry
 
Percentage
of Class
Held (aw)
   
Variable
Index Spread
/ Floor (d)
 
Rate (e)
Cash/PIK
 
Investment
Date (f)
   
Maturity
   
Principal
Amount
   
Cost
   
Fair
Value (g)
   
Percent of
Net Assets
 
Spectra A&D Acquisition, Inc. (fka FDS Avionics Corp.)
    Aerospace & Defense Manufacturing                  
6435 Shiloh Road, Suite D
  First Lien Debt (k)(ag)       (S + 6.00%) / (1.00%)   11.56%/0.00%     2/12/2021       2/11/2026       15,000       14,959       13,879    
Alpharetta, GA 30005
  Common Equity (12,035 units) (j)       1.54         8/25/2021           1,204       —     
  Common Equity (38,493 units) (j)       4.80         12/16/2022           2,609       —     
  Common Equity (6,783 units) (j)       0.80         7/10/2023           686       —     
  Common Equity (4,663 units) (j)       0.61         9/16/2022           472       —     
                    19,930       13,879       2
Steward Holding LLC (dba Steward Advanced Materials)
    Aerospace & Defense Manufacturing                  
1245 E 38th St.
  Common Equity (1,000,000 units)       5.80         11/12/2015           1,000       4,405       1
Chattanooga, TN 37407
                     
                 
 
 
   
 
 
   
Total Affiliate Investments
                  $ 46,161     $ 80,316       13
                 
 
 
   
 
 
   
Non-control/Non-affiliate Investments
                     
2KDirect, Inc. (dba iPromote)
    Information Technology Services                  
3000 Broad St; Suite 115
  First Lien Debt (k)(at)       (S + 6.75%) / (0.50%)   12.23%/0.00%     6/25/2021       6/25/2026     $ 10,594     $ 10,555     $ 10,594    
San Luis Obispo, CA 93401
  First Lien Debt (j)(aa)       (S + 6.75%) / (0.50%)   8.98%/0.00%     7/30/2021       6/25/2026       3,260       3,260       3,260    
  Common Equity (1,000,000 units)       3.86         6/25/2021           1,000       523    
                 
 
 
   
 
 
   
                    14,815       14,377       2
301 Edison Holdings Inc. (dba LGG Industrial)
    Specialty Distribution                  
650 Washington Road, Suite 500
  First Lien Debt (j)         11.75%/1.50%     11/14/2023       11/13/2028       12,372       12,222       12,222    
Pittsburgh, PA 15228
  Preferred Equity (519,244 units) (j)       0.55         11/14/2023           1,000       1,000    
                 
 
 
   
 
 
   
                    13,222       13,222       2
Acendre Midco, Inc.
    Information Technology Services                  
4350 N Fairfax Drive, Suite 830
  First Lien Debt (j)       (S + 7.75%) / (0.50%)   13.34%/0.00%     10/6/2021       10/6/2026       5,445       5,437       5,445    
Arlington, VA 22203
  First Lien Debt (j)       (S + 7.75%) / (0.50%)   13.34%/0.00%     10/6/2021       10/6/2026       12,375       12,341       12,375    
  Revolving Loan (j)       (S + 7.75%) / (0.50%)   13.34%/0.00%     10/6/2021       10/6/2026       1,000       1,000       1,000    
  Common Equity (500,000 shares) (j)       0.78         10/6/2021           371       469    
  Warrant (150,000 shares) (j)(m)       0.2         10/6/2021           129       141    
  Preferred Equity (77,016 shares) (j)       0.0         9/26/2022           88       143    
                 
 
 
   
 
 
   
                    19,366       19,573       3
 
-21-

Portfolio Company (a)(b)
 
Address of Portfolio Company
 
Investment Type (c)
 
Industry
 
Percentage
of Class
Held (aw)
   
Variable
Index Spread
/ Floor (d)
 
Rate (e)
Cash/PIK
 
Investment
Date (f)
   
Maturity
   
Principal
Amount
   
Cost
   
Fair
Value (g)
   
Percent of
Net Assets
 
Ad Info Parent, Inc. (dba MediaRadar)
    Information Technology Services                  
252 West 37th Street
  First Lien Debt (j)       (S + 6.25%) / (1.00%)   11.70%/0.00%     11/1/2023       9/16/2029       12,469       12,403       12,403    
New York, NY 10018
  Revolving Loan ($1,442 unfunded commitment) (i)(j)       (S + 6.25%) / (1.00%)   11.70%/0.00%     11/1/2023       9/16/2029       —        (8     —     
  Preferred Equity (1,250,000 units) (j)       0.38         11/1/2023           1,250       1,250    
                 
 
 
   
 
 
   
                    13,645       13,653       2
Aldinger Company
    Business Services                  
1440 Prudential Drive
  First Lien Debt(k)( ae)       (S + 6.25%) / (2.00%)   11.58%/0.00%     6/30/2023       6/29/2029       22,446       22,227       22,446    
Dallas, TX 75235
  Common Equity (8,227 units)       0.73         6/30/2023           19       586    
  Preferred Equity (8,263 units)       0.73         6/30/2023           826       826    
                 
 
 
   
 
 
   
                    23,072       23,858       4
Allredi, LLC (fka Marco Group International OpCo, LLC)
    Industrial Cleaning & Coatings                  
3009 Pasadena Freeway Frontage Rd, #100
  Second Lien Debt         0.00%/15.00%     3/2/2020       9/2/2026       12,054       12,005       10,533    
Pasadena, TX 77503
  Common Equity (570,636 units) (h)(j)       0.30         7/21/2017           637       99    
  Common Equity (39,443 units) (h)(j)       0.30         11/24/2021           22       32    
  Common Equity (524,624 units) (h)(j)       0.30         8/3/2023           45       90    
                 
 
 
   
 
 
   
                    12,709       10,754       2
American AllWaste LLC (dba WasteWater Transport Services)
    Environmental Industries                  
12141 Wickchester Ln., Suite 325
  First Lien Debt (j)(p)       (S + 6.50%) / (1.00%)   12.09%/0.00%     6/28/2021       3/31/2025       22,218       22,062       21,456    
Houston, TX 77079
  First Lien Debt (j)(o)       (S + 6.50%) / (1.00%)   9.59%/0.00%     6/28/2021       3/31/2025       330       330       319    
  Revolving Loan ($3,326 unfunded commitment) (j)(v)         15.00%/0.00%     3/28/2024       3/31/2025       2,924       2,924       2,924    
  Preferred Equity (500 units) (h)(j)       0.60         5/31/2018           500       50    
  Preferred Equity (207 units) (h)(j)       0.20         8/6/2019           250       25    
  Preferred Equity (141 units) (h)(j)       0.20         11/2/2020           171       17    
  Preferred Equity (74 units) (h)(j)       0.07         12/29/2021           97       10    
                    26,334       24,801       4
 
-22-

Portfolio Company (a)(b)
 
Address of Portfolio Company
 
Investment Type (c)
 
Industry
 
Percentage
of Class
Held (aw)
   
Variable
Index Spread
/ Floor (d)
 
Rate (e)
Cash/PIK
 
Investment
Date (f)
   
Maturity
   
Principal
Amount
   
Cost
   
Fair
Value (g)
   
Percent of
Net Assets
 
AmeriWater, LLC
    Component Manufacturing                  
3354 Stop 8 Rd.
  First Lien Debt (af)       (S + 6.25%) / (1.00%)   11.56%/0.00%     7/8/2022       7/8/2027       7,590       7,559       7,590    
Dayton, OH 45414
  Subordinated Debt (j)         7.00%/7.00%     7/8/2022       1/8/2028       2,259       2,253       2,259    
  Common Equity (1,000 units) (h)(j)       4.08         7/8/2022           1,000       1,329    
                 
 
 
   
 
 
   
                    10,812       11,178       2
AOM Intermediate Holdco, LLC (dba AllOver Media)
    Information Technology Services                  
401 E Jackson Street
  Common Equity (1,232 units) (h)(j)       1.65         2/1/2022           1,372       1,645       0
Tampa, FL 33602
                     
APM Intermediate Holdings, LLC (dba Artistic Paver Manufacturing, Inc.)
    Building Products Manufacturing                  
401 E Jackson Street
  First Lien Debt (ai)       (S + 7.00%) / (2.00%)   12.33%/0.00%     11/8/2022       11/8/2027       18,200       18,100       18,200    
Tampa, FL 33602
  Common Equity (1,200 units) (h)(j)       2.40         11/8/2022           1,200       1,335    
                    19,300       19,535       3
Auto CRM LLC (dba Dealer Holdings)
    Information Technology Services                  
1115 Gunn Hwy #101
  First Lien Debt (am)       (P + 5.50%) / (3.25%)   14.00%/0.85%     10/1/2021       10/1/2026       7,664       7,626       7,740    
Odessa, FL 33556
  Subordinated Debt         0.00%/14.50%     10/1/2021       12/31/2026       702       699       709    
  Common Equity (500 units) (j)       0.31         10/1/2021           500       209    
                 
 
 
   
 
 
   
                    8,825       8,658       1
Bad Boy Mowers JV Acquisition, LLC
    Consumer Products                  
102 Industrial Drive
  Subordinated Debt (k)         9.00%/4.50%     11/9/2023       11/9/2030       13,235       13,158       13,158    
Batesville, AR 72501
  Preferred Equity (13,000 units) (j)       0.19         11/9/2023           1,300       1,300    
                 
 
 
   
 
 
   
                    14,458       14,458       2
Barefoot Mosquito and Pest Control, LLC
    Consumer Services                  
8060
US-290
  First Lien Debt (k)       (S + 7.00%) / (2.00%)   12.33%/0.00%     12/22/2023       12/22/2029       29,000       28,830       28,829    
Austin, TX 78736
  Revolving Loan ($1,500 unfunded commitment) (i)(j)       (S + 7.00%) / (2.00%)   12.33%/0.00%     12/22/2023       12/22/2029       —        —        —     
  Common Equity (3,974 units) (h)(j)       2.38         12/22/2023           —        —     
  Preferred Equity (15,000 units) (h)(j)       0.0         12/22/2023           1,500       1,500    
                    30,330       30,329       5
 
-23-

Portfolio Company (a)(b)
 
Address of Portfolio Company
 
Investment Type (c)
 
Industry
 
Percentage
of Class
Held (aw)
   
Variable
Index Spread
/ Floor (d)
 
Rate (e)
Cash/PIK
 
Investment
Date (f)
   
Maturity
   
Principal
Amount
   
Cost
   
Fair
Value (g)
   
Percent of
Net Assets
 
BCM One Group Holdings, Inc.
    Information Technology Services                  
295 Madison Avenue, 5th Floor
  Subordinated Debt (j)         11.75%/0.00%     11/17/2021       11/17/2028       18,333       18,208       18,333       3
New York, NY 10017
                     
Bedford Precision Parts LLC
    Specialty Distribution                  
290 Adams St.
  Common Equity (500,000 units) (h)(j)       4.60         3/12/2019           484       318       0
Bedford Hills, NY 10507
                     
BP Thrift Buyer, LLC (dba myUnique and Ecothrift)
    Retail                  
7949 E Acoma Dr, Ste 100
  First Lien Debt (j)(al)       (S + 5.75%) / (1.50%)   11.08%/0.00%     9/13/2022       9/13/2027       20,000       19,680       20,000    
Scottsdale, AZ 85260
  First Lien Debt (j)       (S + 5.75%) / (1.50%)   8.83%/0.00%     5/12/2023       9/13/2027       1,892       1,892       1,892    
  Common Equity (1,000 units) (j)       1.07         9/13/2022           960       1,415    
                 
 
 
   
 
 
   
                    22,532       23,307       4
BurgerFi International, LLC (dba BurgerFi) (ad)
    Restaurants                  
200 W. Cypress Creek Road, Suite 220
  Common Equity (14,201 units) (j)(ao)       0.46         11/3/2022           521       8    
Fort Lauderdale, FL 33309
  Preferred Equity (9,787 units) (j)(ao)       0.0         11/3/2022           49       245    
                 
 
 
   
 
 
   
                    570       253       0
Cardback Intermediate, LLC (dba Chargeback Gurus)
    Information Technology Services                  
8951 Collin McKinney Pkwy, Suite 1001-1002
  First Lien Debt (j)(ah)       (S + 6.50%) / (0.75%)   12.09%/0.00%     8/10/2021       8/10/2026       11,699       11,662       11,699    
McKinney, TX 75070
  Common Equity (495 shares) (j)       0.45         8/10/2021           125       —     
  Preferred Equity (495 shares) (j)       0.0         8/10/2021           125       295    
                 
 
 
   
 
 
   
                    11,912       11,994       2
Choice Technology Solutions, LLC (dba Choice Merchant Solutions, LLC)
    Information Technology Services                  
10 Columbus Blvd, 6th Floor
  First Lien Debt (j)       (S + 7.25%) / (1.00%)   12.83%/0.00%     4/1/2022       4/1/2027       8,500       8,471       8,500    
Hartford, CT 06106
  Revolving Loan ($1,000 unfunded commitment) (i)(j)       (S + 6.25%) / (1.00%)   11.83%/0.00%     4/1/2022       4/1/2027       —        —        —     
  Preferred Equity (500,000 units) (h)(j)       0.0         8/21/2023           500       688    
                 
 
 
   
 
 
   
                    8,971       9,188       2
 
-24-

Portfolio Company (a)(b)
 
Address of Portfolio Company
 
Investment Type (c)
 
Industry
 
Percentage
of Class
Held (aw)
   
Variable
Index Spread
/ Floor (d)
 
Rate (e)
Cash/PIK
 
Investment
Date (f)
   
Maturity
   
Principal
Amount
   
Cost
   
Fair
Value (g)
   
Percent of
Net Assets
 
CIH Intermediate, LLC
    Business Services                  
  Subordinated Debt (k)         10.00%/1.00%     3/3/2022       3/3/2028       13,927       13,838       13,927    
  Common Equity (563 shares) (j)       0.50         3/3/2022           400       1,758    
  Preferred Equity (563 shares) (j)       0.0         3/3/2022           400       939    
                 
 
 
   
 
 
   
                    14,638       16,624       3
Comply365, LLC
    Aerospace & Defense Manufacturing                  
655 Third Street, Suite 365
  Common Equity (868,922 units)       0.82         12/22/2023           2,576       2,576       0
Beloit, WI 53511
                     
CRS Solutions Holdings, LLC (dba CRS Texas)
    Business Services                  
5300 Memorial Dr., Suite 300
  Common Equity (574,929 units) (h)(j)       0.15         6/28/2022           272       44       0
Houston, TX 77007
                     
CTM Group, Inc.
    Business Services                  
5 Industrial Way, Suite 1A
  First Lien Debt       (S + 6.75%) / (1.00%)   12.24%/0.00%     2/28/2023       11/30/2026       7,920       7,806       7,907    
Salem, NH 03079
  Subordinated Debt         11.50%/2.00%     2/28/2023       11/30/2027       2,045       2,025       1,989    
  Common Equity (400,000 units)       0.18         2/28/2023           400       303    
                    10,231       10,199       2
Dataguise, Inc.
    Information Technology Services                  
39650 Liberty St Suite 400
  Subordinated Debt (j)         11.00%/2.00%     12/30/2022       11/23/2027       21,985       21,948       21,985    
Fremont, CA 94538
  Common Equity (909 shares) (j)       0.88         12/31/2020           1,500       1,267    
                 
 
 
   
 
 
   
                    23,448       23,252       4
Dealerbuilt Acquisition, LLC
    Information Technology Services                  
1225 South Main Street, Suite 201
  First Lien Debt (ac)       (S + 5.75%) / (4.00%)   11.08%/1.00%     7/21/2023       7/21/2026       13,207       13,132       13,207    
Grapevine, TX 76051
  Subordinated Debt (j)         7.50%/7.50%     7/21/2023       1/21/2027       5,270       5,245       5,271    
  Common Equity (1,000 Units) (h)(j)       0.94         7/21/2023           —        —     
  Preferred Equity (1,000 Units) (h)(j)       0.0         7/21/2023           1,000       1,002    
                 
 
 
   
 
 
   
                    19,377       19,480       3
Detechtion Holdings, LLC
    Information Technology Services                  
8 Greenway Plaza, Suite 1300
  First Lien Debt (k)       (S + 5.75%) / (2.25%)   11.08%/2.00%     6/21/2023       6/21/2028       17,779       17,691       17,779    
Houston, TX 77046
  Subordinated Debt (j)         0.00%/14.00%     6/21/2023       6/21/2028       2,230       2,221       2,230    
  Common Equity (500,000 units) (h)(j)       1.64         6/21/2023           500       563    
                    20,412       20,572       3
 
-25-

Portfolio Company (a)(b)
 
Address of Portfolio Company
 
Investment Type (c)
 
Industry
 
Percentage
of Class
Held (aw)
   
Variable
Index Spread
/ Floor (d)
 
Rate (e)
Cash/PIK
 
Investment
Date (f)
   
Maturity
   
Principal
Amount
   
Cost
   
Fair
Value (g)
   
Percent of
Net Assets
 
Diversified Search LLC
    Business Services                  
2005 Market St.
  First Lien Debt (k)(r)       (S + 7.25%) / (1.00%)   12.81%/0.00%     2/7/2019       9/30/2025       24,155       24,093       24,155    
Philadelphia, PA 19103
  Common Equity (573 units) (h)(j)       1.40         2/7/2019           552       453    
                 
 
 
   
 
 
   
                    24,645       24,608       5
Donovan Food Brokerage, LLC
    Business Services                  
231 Woodland Lake Dr
  First Lien Debt       (S + 6.50%) / (2.00%)   11.82%/0.00%     2/23/2024       2/23/2029       10,000       9,951       9,951    
Cordova, TN 38018
  Revolving Loan ($1,000 unfunded commitment) (i)(j)       (S + 6.50%) / (2.00%)   11.82%/0.00%     2/23/2024       2/23/2029       —        (5     —     
  Common Equity (500,000 units) (j)       2.30         2/23/2024           500       500    
                 
 
 
   
 
 
   
                    10,446       10,451       2
Education Incites, LLC (dba Acceleration Academies)
    Business Services                  
910 Van Buren Street, Suite 315
  Second Lien Debt         12.75%/0.00%     10/31/2022       10/29/2027       6,000       5,979       6,120       1
Chicago, IL 60607
                     
Elements Brands, LLC
    Consumer Products                  
4444 South Blvd
  First Lien Debt         12.25%/0.00%     12/31/2020       12/31/2024       2,025       2,018       2,025    
Charlotte, NC 28209
  Revolving Loan (j)         12.25%/0.00%     12/31/2020       12/31/2024       1,500       1,498       1,500    
                    3,516       3,525       1
Fishbowl Solutions, LLC
    Information Technology Services                  
4500 Park Glen Road, Suite 200
  First Lien Debt (ar)       (S + 7.75%) / (1.00%)   13.34%/0.00%     3/25/2022       3/25/2027       14,083