424B2
0001513363false424B2Represents the Sales Agents’ commission of up to 1.50% with respect to the shares of common stock being sold in this offering. There is no guarantee that there will be any sales of our common stock pursuant to this prospectus supplement and the accompanying prospectus.The offering expenses of this offering are estimated to be approximately $1.0 million, of which we have incurred $0.5 million as of May 6, 2024. The expenses of administering our dividend reinvestment plan are included in other expenses.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 the Adviser (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.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. 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.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.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.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.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.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).In the event that securities are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load.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.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.Total amount of each class of senior securities outstanding at the end of the period presented. 0001513363 2024-05-08 2024-05-08 0001513363 2024-05-09 2024-05-09 0001513363 2022-10-01 2022-12-31 0001513363 2022-07-01 2022-09-30 0001513363 2022-04-01 2022-06-30 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 2024-05-03 0001513363 2024-03-31 0001513363 2022-09-30 0001513363 2022-06-30 0001513363 2022-12-31 0001513363 2022-03-31 0001513363 2023-12-31 0001513363 2023-09-30 0001513363 2023-06-30 0001513363 2023-03-31 0001513363 ck0001513363:OnA1000InvestmentAssumingA5AnnualReturnMember 2024-05-09 2024-05-09 0001513363 ck0001513363:OnA1000InvestmentAssumingA5AnnualReturnResultingEntirelyFromNetRealizedCapitalGainsMember 2024-05-09 2024-05-09 0001513363 ck0001513363:CommonSharesMember 2024-05-09 2024-05-09 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:NotesMember 2024-03-31 2024-03-31 0001513363 ck0001513363:CreditFacilityMember 2024-03-31 2024-03-31 0001513363 ck0001513363:SbaDebenturesMember 2024-03-31 2024-03-31 0001513363 ck0001513363:CommonSharesMember 2024-03-31 2024-03-31 0001513363 ck0001513363:RiskFactorsMember 2024-05-08 2024-05-08 0001513363 ck0001513363:CommonSharesMember 2024-05-08 2024-05-08 0001513363 ck0001513363:OnA1000InvestmentAssumingA5AnnualReturnResultingEntirelyFromNetRealizedCapitalGainsMember 2024-05-08 2024-05-08 0001513363 ck0001513363:OnA1000InvestmentAssumingA5AnnualReturnMember 2024-05-08 2024-05-08 xbrli:pure xbrli:shares iso4217:USD iso4217:USD xbrli:shares
Filed Pursuant to Rule
424(b)(2)

Registration No. 333-277540
 
PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 8, 2024)
 
 
LOGO
Up to $300,000,000
FIDUS INVESTMENT CORPORATION
Common stock
 
 
We are an externally managed,
closed-end,
non-diversified
management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to provide attractive risk-adjusted returns by generating both current income from our debt investments and capital appreciation from our equity related investments. Our investment strategy includes partnering with business owners, management teams and financial sponsors by providing customized financing for ownership transactions, recapitalizations, strategic acquisitions, business expansion and other growth initiatives. We seek to maintain a diversified portfolio of investments in order to help mitigate the potential effects of adverse economic events related to particular companies, regions or industries. We generally invest in securities that would be rated below investment grade if they were rated by rating agencies. Below investment grade securities, which are often referred to as “high yield” or “junk,” have speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Fidus Investment Advisors, LLC serves as our investment adviser (the “Adviser”) and as our administrator.
We have entered into an equity distribution agreement, dated November 10, 2022, as amended on August 11, 2023 and February 29, 2024 (the “Equity Distribution Agreement”), with Raymond James & Associates, Inc. and B. Riley Securities, Inc. (each a “Sales Agent” and, collectively the “Sales Agents”), relating to the shares of our common stock offered by this prospectus supplement and the accompanying prospectus (the “ATM Program). The Equity Distribution Agreement provides that we may offer and sell up to $300,000,000 of shares of our common stock from time to time through the Sales Agents in the ATM Program. Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on or through the Nasdaq Global Select Market or similar securities exchange or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices, but not at prices below the then current net asset value (“NAV”) per share of our common stock. Our Adviser may, from time to time, in its sole discretion, pay some or all of the Sale Agents’ commission in order to ensure that the sales price per share of our common stock in connection with all of the offerings made hereunder will not be less than the then current NAV per share of our common stock. Any such payments made by the Adviser will not be subject to reimbursement by us.
Under the terms of the Equity Distribution Agreement, the Sales Agents will receive a commission from us of up to 1.50% of the gross sales price of any shares of our common stock sold through the Sales Agents under the Equity Distribution Agreement. The Sales Agents are not required to sell any specific number or dollar amount of common stock, but will use their commercially reasonable efforts consistent with their sales and trading practices to sell the shares of our common stock offered by this prospectus supplement and the accompanying prospectus. See “Plan of Distribution” in this prospectus supplement.
From November 10, 2022 to March 31, 2024, we sold a total of 6,957,913 shares of our common stock under the ATM Program for gross proceeds of approximately $137.2 million and net proceeds of approximately $135.4 million, after deducting commissions to the Sales Agents on shares sold and offering expenses. As a result and as of the date hereof, up to approximately $162.8 million in aggregate amount of our common stock remains available for sale under the ATM Program.
Our common stock is traded on the Nasdaq Global Select Market under the symbol “FDUS.” On May 6, 2024, the official close price of our common stock on the Nasdaq Global Select Market was $19.93 per share. The NAV per share of our common stock at March 31, 2024 (the last date prior to the date of this prospectus supplement on which we determined NAV) was $19.36.
Shares of
closed-end
investment companies, including BDCs, frequently trade at a discount to their NAV. If our shares trade at a discount to our NAV, it will likely increase the risk of loss for purchasers in this offering. We are not generally able to issue and sell our common stock at a price below NAV per share. We may, however, sell our common stock, warrants, or rights to acquire our common stock, at a price below then-current NAV per share of our common stock if our board of directors determines that such sale is in our best interests, and if our stockholders approve such sale.
At
our
2023 annual meeting of stockholders, our stockholders voted to allow us to sell or otherwise issue common stock at a price below NAV per share for the period ending on the earlier of the one year anniversary of the date of our 2023 annual meeting of stockholders and the date of our 2024 annual meeting of stockholders. Accordingly, the authorization will expire on June 8, 2024. The proposal approved by our stockholders did not specify a maximum discount below NAV at which we are able to issue our common stock, although the cumulative number of shares sold pursuant to such authorization may not exceed 25% of our outstanding common stock immediately prior to each such sale. In addition, we cannot issue shares of our common stock below NAV unless our board of directors determines that it would be in our and our stockholders’ best interests to do so. Sales of common stock at prices below NAV per share dilute the interests of existing stockholders, have the effect of reducing our NAV per share and may reduce our market price per share. In addition, continuous sales of common stock below NAV may have a negative impact on total returns and could have a negative impact on the market price of our shares of common stock. Notwithstanding the foregoing authorization, we will not issue shares of our common stock below the then current NAV per share of our common stock in connection with this offering. See “Sales of Common Stock Below Net Asset Value” in the accompanying prospectus.
Investing in our common stock involves risks. Before making a decision to invest in our common stock, you should carefully consider the matters discussed under “Risk Factors” beginning on page 11 of the accompanying prospectus and in our most recent Annual Report on Form
10-K,
our most recent Quarterly Report on Form
10-Q,
as well as any of our subsequent SEC filings.
This prospectus supplement, the accompanying prospectus, any free writing prospectus, and the information incorporated by reference in this prospectus supplement and the accompanying prospectus contain important information you should know before investing in our common stock, including information about risks. Please read these documents before you invest and retain them for future reference. Additional information about us, including our annual, quarterly and current reports and proxy statements, has been filed with the Securities and Exchange Commission (the “SEC”), and can be accessed free of charge at its website at www.sec.gov. This information is also available free of charge by contacting us at 1603 Orrington Avenue, Suite 1005, Evanston, Illinois, 60201, Attention: Investor Relations, by calling us at (847)
859-3940
or on our website at
www.fdus.com
, which, except for the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, is not incorporated by reference into this prospectus supplement and the accompanying prospectus and you should not consider that information to be part of this prospectus supplement or the accompanying prospectus. See “Available Information” on page 91 of the accompanying prospectus.
 
 
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
Raymond James
  
B. Riley Securities
 
 
The date of this prospectus supplement is May 9, 2024

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
 
    
Page
 
    
S-1
 
    
S-2
 
    
S-4
 
    
S-6
 
    
S-9
 
    
S-11
 
    
S-12
 
    
S-14
 
    
S-15
 
PROSPECTUS
 
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i

ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific details regarding this offering of our common stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which provides general information about us and the securities we may offer from time to time, some of which may not apply to this offering. To the extent the information contained in this prospectus supplement differs from the information contained in the accompanying prospectus or the information included in any document filed prior to the date of this prospectus supplement and incorporated by reference in this prospectus supplement and the accompanying prospectus, the information in this prospectus supplement shall control. Generally, when we refer to this “prospectus,” we are referring to both this prospectus supplement and the accompanying prospectus combined, together with any free writing prospectus that we have authorized for use in connection with this offering.
This prospectus supplement includes summaries of certain provisions contained in some of the documents described in this prospectus supplement, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference, as exhibits to the registration statement of which this prospectus supplement is a part, and you may obtain copies of those documents as described in the section titled “Available Information” in the accompanying prospectus.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, INCLUDING THE INFORMATION INCORPORATED BY REFERENCE HEREIN AND THEREIN, AND ANY FREE WRITING PROSPECTUS PREPARED BY, OR ON BEHALF OF, US THAT RELATES TO THIS OFFERING OF THE COMMON STOCK. WE HAVE NOT, AND THE SALES AGENTS HAVE NOT, AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU WITH DIFFERENT OR ADDITIONAL INFORMATION. IF ANYONE PROVIDES YOU WITH DIFFERENT OR ADDITIONAL INFORMATION, YOU SHOULD NOT RELY ON IT. WE TAKE NO RESPONSIBILITY FOR, AND CAN PROVIDE NO ASSURANCE AS TO THE RELIABILITY OF, ANY OTHER INFORMATION THAT OTHERS GIVE YOU. WE ARE NOT, AND THE SALES AGENTS ARE NOT, MAKING AN OFFER TO SELL COMMON STOCK IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. YOU SHOULD ASSUME THAT THE INFORMATION APPEARING IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, INCLUDING THE INFORMATION INCORPORATED BY REFERENCE HEREIN AND THEREIN, AND ANY FREE WRITING PROSPECTUS PREPARED BY OR ON BEHALF OF US THAT RELATES TO THIS OFFERING OF COMMON STOCK IS ACCURATE ONLY AS OF ITS RESPECTIVE DATE, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS SUPPLEMENT, THE ACCOMPANYING PROSPECTUS, ANY FREE WRITING PROSPECTUS OR ANY SALES OF OUR COMMON STOCK. OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THOSE DATES.
 
S-1

PROSPECTUS SUPPLEMENT SUMMARY
The following summary highlights some of the information included elsewhere, or incorporated by reference, in this prospectus supplement or the accompanying prospectus. It is not complete and may not contain all the information that you should consider before making your investment decision regarding the common stock offered hereby. To understand the terms of the common stock offered hereby before making your investment decision, you should carefully read this entire prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein or therein, and any free writing prospectus related to this offering, including “Risk Factors,” “Incorporation by Reference,” and “Use of Proceeds” and the financial statements incorporated by reference in this prospectus supplement and the accompanying prospectus. Together, these documents describe the specific terms of the common stock we are offering.
Fidus Investment Corporation (“FIC”), a Maryland Corporation, operates as an externally managed business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). FIC completed its initial public offering 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”, and together with Fund II, 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 (“SBA 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 reaches its borrowing limit under the SBA 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 supplement, the terms “we,” “us,” “our,” the “Company,” “Fidus” and “FIC” refer to Fidus Investment Corporation and its consolidated subsidiaries.
As used in this prospectus supplement, the term “our investment advisor” or “the Adviser” refers to Fidus Investment Advisors, LLC.
Fidus Investment Corporation
We provide customized debt and equity financing solutions to lower middle-market companies, which we define as U.S.-based companies having revenues between $10.0 million and $150.0 million. Our investment objective is to provide attractive risk-adjusted returns by generating both current income from our debt investments and capital appreciation from our equity related investments. Our investment strategy includes partnering with business owners, management teams and financial sponsors by providing customized financing for ownership transactions, recapitalizations, strategic acquisitions, business expansion and other growth initiatives. We seek to maintain a diversified portfolio of investments in order to help mitigate the potential effects of adverse economic events related to particular companies, regions or industries.
 
S-2

We invest in companies that possess some or all of the following attributes: predictable revenues; positive cash flows; defensible and/or leading market positions; diversified customer and supplier bases; and proven management teams with strong operating discipline. We target companies in the lower middle-market with annual earnings, before interest, taxes, depreciation and amortization, or EBITDA, between $5.0 million and $30.0 million; however, we may from time to time opportunistically make investments in larger or smaller companies. Our investments typically range between $5.0 million and $35.0 million per portfolio company.
As of 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 and our investment advisor.
 
S-3

THE OFFERING
 
Common stock offered by us
Shares of our common stock having an aggregate offering price of up to $300,000,000.
 
Common stock outstanding as of May 6, 2024
31,553,663 shares
 
Manner of offering
On November 10, 2022, we established the ATM Program to which this prospectus supplement relates.
 
  “At the market offering” that may be made from time to time through the Sales Agents using commercially reasonable efforts. See “Plan of Distribution” in this prospectus supplement for more information.
 
Use of Proceeds
From November 10, 2022 to March 31, 2024, we sold a total of 6,957,913 shares of our common stock under the ATM Program for gross proceeds of approximately $137.2 million and net proceeds of approximately $135.4 million, after deducting commissions to the Sales Agents on shares sold and offering expenses. Assuming the sale of the remaining $162.8 million in aggregate amount of our common stock available under the ATM Program pursuant to this prospectus supplement and the accompanying prospectus, we anticipate that the net proceeds of this offering remaining available to us will be approximately $159.8 million, after deducting the commissions payable to the Sales Agents and estimated offering expenses. We intend to use the net proceeds from this offering to repay certain outstanding indebtedness, invest in lower middle-market companies in accordance with our investment objective and strategies and for working capital and general corporate purposes. See “Use of Proceeds” on page
S-11
of this prospectus supplement for more information.
 
Symbol on the Nasdaq Global Select Market
Our common stock is listed on the Nasdaq Global Select Market under the symbol “FDUS.”
 
Distributions
We pay quarterly distributions to our stockholders out of assets legally available for distribution. Our distributions, if any, will be determined by our board of directors. Our ability to declare distributions depends on our earnings, our overall financial condition (including our liquidity position), qualification for or maintenance of our RIC tax treatment and such other factors as our board of directors may deem relevant from time to time.
 
  When we make distributions, we will be required to determine the extent to which such distributions are paid out of current or accumulated earnings, recognized capital gains or capital. To the extent there is a return of capital, investors will be required to reduce their basis in our stock for U.S. federal income tax purposes. In the future, our distributions may include a return of capital.
 
S-4

Material U.S. Federal Income Tax Considerations
We have elected, and intend to qualify annually, to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. As a RIC, we generally will not have to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that we timely distribute to our stockholders as dividends. To continue to maintain our RIC tax treatment, we must meet specified
source-of-income
and asset diversification requirements and distribute annually at least 90% of our realized net ordinary income and realized net short-term capital gains, if any, in excess of our net long-term capital losses. See “Certain U.S. Federal Income Tax Considerations” in the accompanying prospectus for more information.
 
Risk Factors
An investment in our common stock is subject to risks and involves a heightened risk of total loss of investment. In addition, the companies in which we invest are subject to special risks. See “Risk Factors” in the accompanying prospectus, Part I, Item 1A of our most recent Annual Report on Form 10-K, which is incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing prospectuses we have authorized for use in connection with this offering, and under similar headings in the documents that are filed with the SEC on or after the date hereof and are incorporated by reference into this prospectus supplement and the accompanying prospectus, to read about factors you should consider, including the risk of leverage, before investing in our common stock.
 
S-5

FEES AND EXPENSES
The following table is intended to assist you in understanding the costs and expenses that an investor in our common stock will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Moreover, the information set forth below does not include any transaction costs and expenses that investors will incur in connection with each offering of our securities pursuant to this prospectus supplement. Except where the context suggests otherwise, whenever this prospectus supplement or the accompanying prospectus contains a reference to fees or expenses paid by “us” or that “we” will pay fees or expenses, common stockholders will indirectly bear such fees or expenses.
 
Stockholder transaction expenses:
  
Sales load (as a percentage of offering price)
     1.50 %
(1)
 
Offering Expenses born by us (as a percentage of offering price)
     0.32 %
(2)
 
Dividend reinvestment plan expenses
    
(3)
 
  
 
 
 
Total stockholder transaction expenses paid by us (as a percentage of offering price)
     1.82
  
 
 
 
Annual expenses (as a percentage of net assets attributable to common stock)
(
4
)
:
  
Base management fee
     2.96 %
(5)
 
Incentive fees payable under Investment Advisory Agreement
     3.02 %
(6)
 
Interest payments on borrowed funds
     3.64 %
(7)
 
Other expenses
     1.13 %
(8)
 
  
 
 
 
Total annual expenses, before base management fee waiver
     10.75 %
(9)
 
Base management fee waiver
     (0.05 %)
(10)
 
  
 
 
 
Total annual expenses, net of base management fee waiver
     10.70 %
(11)
 
  
 
 
 
 
(1)
Represents the Sales Agents’ commission of up to 1.50% with respect to the shares of common stock being sold in this offering. There is no guarantee that there will be any sales of our common stock pursuant to this prospectus supplement and the accompanying prospectus.
(2)
The offering expenses of this offering are estimated to be approximately $1.0 million, of which we have incurred $0.5 million as of May 6, 2024.
(3)
The expenses of administering our dividend reinvestment plan are included in other expenses.
(4)
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.
(5)
Our base management fee is 1.75% of the average value of our total assets (other than cash and cash equivalents but including assets purchased with borrowed amounts). This item represents actual base management fees incurred 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 the Adviser (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.
(6)
This item represents actual fees incurred on
pre-incentive
fee net investment income (income incentive fee) and actual fees payable for the capital gains incentive fee for the 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.
 
S-6

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.

(7)
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.
(8)
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 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.
 
S-7

(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. The stockholder transaction expenses described above are included in the following example.
 
    
1 year
    
3 years
    
5 years
    
10 years
 
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return
   $ 122      $ 313      $ 482      $ 828  
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)
   $ 131      $ 335      $ 513      $ 863  
The foregoing table is to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5.0% annual return, our performance will vary and may result in a return greater or less than 5.0%. Assuming a 5.0% annual return, the incentive fee under the Investment Advisory Agreement would either not be payable or have an insignificant impact on the expense amounts shown above. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all distributions at NAV, if our board of directors authorizes and we declare a cash dividend, participants in our dividend reinvestment plan who have not otherwise elected to receive cash will receive a number of shares of our common stock, determined by dividing the total dollar amount of the distribution payable to a participant by the market price per share of our common stock at the close of trading on the valuation date for the distribution.
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.
 
S-8

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information included or incorporated by reference in this prospectus supplement, the accompanying prospectus and in any free writing prospectus relating to this offering of shares of common stock may contain “forward-looking statements.” These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this prospectus should not be regarded as a representation by us that our plans and objectives will be achieved. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects” and variations of these words and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this prospectus supplement, the accompanying prospectus, and in any free writing prospectus relating to this offering of shares of common stock involve risks and uncertainties, including statements as to:
 
   
our future operating results;
 
   
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, the ongoing conflicts 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 the Adviser to locate suitable investments for us and to monitor and administer our investments;
 
   
the ability of the Adviser to attract and retain highly talented professionals;
 
   
our regulatory structure and tax treatment;
 
   
our ability to operate as a BDC and a RIC and Fund III to operate as an SBIC;
 
   
the timing, form and amount of any dividend distributions;
 
S-9

   
the impact of interest rate volatility 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 some or all of our investments in such portfolio companies;
 
   
a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;
 
   
interest rate volatility, could adversely affect our results, particularly because we use leverage as part of our investment strategy;
 
   
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
and those discussed in other documents we file with the SEC.
We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Actual results could differ materially from those anticipated in our forward-looking statements and future results could differ materially from our historical performance. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus supplement. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports or other documents we have filed, or in the future may file, with the SEC, including subsequent annual reports on Form
10-K,
quarterly reports on Form
10-Q
and current reports on Form
8-K.
 
S-10

USE OF PROCEEDS
Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through Nasdaq Global Select Market or sales made to or through a market maker other than on an exchange. There is no guarantee that there will be any sales of shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Actual sales, if any, of shares of our common stock under this prospectus supplement and the accompanying prospectus may be less than as set forth in this paragraph depending on the market price of our common stock at the time of any such sale. As a result, the actual net proceeds we receive, if any, may be more or less than the amount of net proceeds estimated in this prospectus supplement. However, the sales price per share of our common stock offered by this prospectus supplement and the accompanying prospectus, less the Sales Agents’ commission, will not be less than the NAV per share of our common stock at the time of such sale. The Adviser may from time to time, in its sole discretion, pay some or all of the Sales Agents’ commission. Any such payments made by the Adviser will not be subject to reimbursement by us. Assuming the sale of the remaining $162.8 million in aggregate amount of our common stock available under the ATM Program pursuant to this prospectus supplement and the accompanying prospectus, we anticipate that the net proceeds of this offering remaining available to us will be approximately $159.8 million, after deducting the commissions payable to the Sales Agents and estimated offering expenses.
We intend to use any net proceeds from this offering to repay outstanding indebtedness (including the Credit Facility), invest in lower middle-market companies in accordance with our investment objective and strategies and for working capital and general corporate purposes. Pending such uses we will invest the net proceeds primarily in high quality, short-term debt securities consistent with our BDC election and our election to be taxed as a RIC. The Credit Facility matures on August 17, 2027, and borrowings under the Credit Facility currently bear interest at a rate per annum equal to SOFR plus (a) 2.675% prior to satisfying certain step-down conditions or (b)
2.50
% after satisfying certain step-down conditions, with commensurate reductions in the applicable margins for base rate loans.
 
S-11

PLAN OF DISTRIBUTION
We have entered into the Equity Distribution Agreement with the Sales Agents, under which we may issue and sell shares of our common stock from time to time through the Sales Agents acting as agents, that have an aggregate offering price of up to $300,000,000 pursuant to this prospectus supplement and the accompanying prospectus. From November 10, 2022 to March 31, 2024, we sold a total of 6,957,913 shares of our common stock under the ATM Program for gross proceeds of approximately $137.2 million and net proceeds of approximately $135.4 million, after deducting commissions to the Sales Agents on shares sold and offering expenses. As a result and as of the date hereof, up to approximately $162.8 million in aggregate amount of our common stock remains available for sale under the ATM Program.
Upon written instructions from us and subject to the terms and conditions of the Equity Distribution Agreement, the Sales Agents will use their commercially reasonable efforts consistent with their sales and trading practices to sell by any method permitted by law and deemed to be part of an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, at market prevailing prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. We will instruct each Sales Agent as to the amount of common stock to be sold by it. We may instruct the Sales Agents not to sell common stock if the sales cannot be effected at or above the price designated by us in any instruction. The Adviser may from time to time, in its sole discretion, pay some or all of the Sales Agents’ commissions. Any such payments made by the Adviser will not be subject to reimbursement by us. We or the Sales Agents may suspend the offering of shares of common stock upon proper notice and subject to other conditions.
The applicable Sales Agent(s) will provide written confirmation of a sale to us no later than the opening of the trading day on the Nasdaq Global Select Market following each trading day in which shares of our common stock are sold under the Equity Distribution Agreement. Each confirmation will include the number of shares of common stock sold on the preceding day, the amount of any Adviser contribution in connection with such sale, the net proceeds to us and the compensation payable by us to the Sales Agent(s) in connection with the sales.
Under the terms of the Equity Distribution Agreement, the Sales Agents will be entitled to compensation of up to 1.50% of the gross sales price of shares of our common stock sold through them as sales agents. We estimate that the total expenses for the offering, excluding compensation payable to the Sales Agents under the terms of the Equity Distribution Agreement, will be approximately $1.0 million (of which we have incurred approximately $0.5 million as of May 6, 2024), which includes our legal, accounting and printing costs and various other fees associated with the offering, and certain ongoing expenses.
Settlement for sales of shares of common stock will occur on the second trading day following the date on which such sales are made, or on some other date that is agreed upon by us and the applicable Sales Agent in connection with a particular transaction, in each case in accordance with applicable rules and regulations, in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
We will report at least quarterly the number of shares of our common stock sold through the Sales Agents under the Equity Distribution Agreement and the net proceeds to us.
In connection with the sale of the common stock on our behalf, each Sales Agent may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Sales Agents may be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Sales Agents with respect to certain civil liabilities, including liabilities under the Securities Act.
 
S-12

The offering of our shares of common stock pursuant to the Equity Distribution Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the Equity Distribution Agreement or (ii) the termination of the Equity Distribution Agreement as permitted therein.
This summary of the material provisions of the Equity Distribution Agreement does not purport to be a complete statement of its terms and conditions. A copy of the Equity Distribution Agreement was incorporated by reference as an exhibit to our most recent Annual Report on Form
10-K
and is incorporated into this prospectus supplement by reference.
The Sales Agents and their affiliates may in the future provide various investment banking, commercial banking and other financial services for us and our affiliates, for which services they may in the future receive customary fees. In the course of their business, the Sales Agents may actively trade our securities for their own accounts or for the accounts of customers, and, accordingly, the Sales Agents may at any time hold long or short positions in such securities.
The principal business addresses of the Sales Agents are: Raymond James & Associates, Inc., 880 Carillon Parkway St. Petersburg, FL 33716; and B. Riley Securities, Inc., 299 Park Avenue, 21st Floor, New York, New York 10171.
Other Jurisdictions
Other than in the United States, no action has been taken by us or the Sales Agents that would permit a public offering of the securities offered by this prospectus supplement in any jurisdiction where action for that purpose is required. The securities offered by this prospectus supplement may not be offered or sold, directly or indirectly, nor may this prospectus supplement or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus supplement comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus supplement. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus supplement in any jurisdiction in which such an offer or a solicitation is unlawful.
 
S-13

LEGAL MATTERS
Certain legal matters regarding the shares of common stock offered hereby will be passed upon for us by Eversheds Sutherland (US) LLP, Washington, D.C. Certain legal matters regarding the shares of common stock offered hereby will be passed upon for the Sales Agents by Dechert LLP, Washington, D.C.
 
S-14

INCORPORATION BY REFERENCE
We incorporate by reference in this prospectus supplement the documents listed below and any future reports and other documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until all of the securities offered by this prospectus
supplement
have been sold or we otherwise terminate the offering of these securities (such reports and other documents deemed to be incorporated by reference into this prospectus supplement and to be part hereof from the date of filing of such reports and other documents); provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form
8-K,
or other information “furnished” to the SEC pursuant to the Exchange Act will not be incorporated by reference into this prospectus supplement:
 
   
our Annual Report on Form 10-K for fiscal year ended December 31, 2023, filed with the SEC on February 29, 2024;
 
   
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 2, 2024;
 
   
our Definitive Proxy Statement on Schedule 14A (but only with respect to information required by Part III of the Company’s Annual Report on Form
10-K
for the fiscal year ended December 31, 2023), filed with the SEC on March 22, 2024;
 
   
our Current Report on Form
8-K
(other than information furnished rather than filed in accordance with the SEC rules) filed with the SEC on February 29, 2024; and
 
 
 
the description of our common stock contained in our Registration Statement on Form 8-A (No. 001-35207), filed with the SEC on June 16, 2011, as such description has been updated and superseded by the description of our securities contained in Exhibit 4.8 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 3, 2022.
Any reports filed by us with the SEC before the date that any offering of any securities by means of this prospectus supplement and the accompanying prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus supplement and the accompanying prospectus or incorporated by reference into this prospectus supplement and the accompanying prospectus.
To obtain copies of these filings, see “Available Information” in the accompanying prospectus.
 
S-15

 
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 May 8, 2024

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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with the SEC, using the “shelf” registration process. Under this shelf registration statement, we may offer, from time to time, in one or more offerings, up to $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.
 
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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
 
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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.
 
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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.”
 
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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;
 
-12-

   
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.
 
-14-

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
     
14,018
     
14,083
     
2
Minneapolis, MN 55416
                     
Global Plasma Solutions, Inc.
   
Component Manufacturing
                 
3101 Yorkmont Road, Suite 1500
 
Common Equity (515 shares) (j)
     
0.23
       
2/1/2024
         
127
     
168
   
Charlotte, NC 28208
 
Common Equity (1,461 shares) (j)
     
0.87
       
9/21/2018
         
134
     
— 
   
                   
261
     
168
     
0
GMP HVAC, LLC (dba McGee Heating & Air, LLC)
   
Utilities: Services
                 
93 Old 29 Highway
 
First Lien Debt (j)
     
(S + 7.00%) / (2.00%)
 
12.33%/0.00%
   
12/8/2023
     
12/8/2028
     
3,000
     
2,984
     
2,984
   
Hartwell, GA 30643
 
Revolving Loan ($1,000 unfunded commitment) (i)(j)
     
(S + 7.00%) / (2.00%)
 
12.33%/0.00%
   
12/8/2023
     
12/8/2028
     
— 
     
(5
   
— 
   
 
Preferred Equity (1,000 units) (h)(j)
     
2.90
       
12/8/2023
         
1,000
     
1,000
   
                 
 
 
   
 
 
   
                   
3,979
     
3,984
     
1
 
-26-

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
 
GP&C Operations, LLC (dba Garlock Printing and Converting)
   
Component Manufacturing
                 
164 Fredette St.
 
Common Equity (515,625 units) (h)(j)
     
1.70
       
1/22/2021
         
516
     
590
     
0
Gardner, MA 01440
                     
Green Cubes Technology, LLC (dba Green Cubes)
   
Information Technology Services
                 
2121 East Boulevard
 
First Lien Debt (j)
     
(S + 13.00%) / (0.00%)
 
18.49%/0.00%
   
12/17/2021
     
12/17/2024
     
11,838
     
11,820
     
11,838
     
2
Kokomo. IN 46902
                     
Gurobi Optimization, LLC
   
Information Technology Services
                 
9450 SW Gemini Dr. #90729
 
Common Equity (3 shares)
     
0.69
       
12/19/2017
         
572
     
3,619
     
1
Beaverton, OR 97008-7105
                     
Haematologic Technologies, Inc.
 
Haematologic Technologies, Inc.
 
Healthcare Services
                 
57 River Road
 
First Lien Debt (x)
     
(S + 8.25%) / (2.00%)
 
13.80%/0.00%
   
10/11/2019
     
10/11/2024
     
5,385
     
5,380
     
5,385
   
Essex Junction, VT 05452
 
Common Equity (630 units) (h)(j)
     
3.45
       
10/11/2019
         
630
     
4
   
 
Common Equity (89 units) (h)(j)
     
0.49
       
6/26/2023
         
89
     
133
   
                 
 
 
   
 
 
   
                   
6,099
     
5,522
     
1
Hallmark Health Care Solutions, Inc.
   
Healthcare Services
                 
200 Motor Parkway,
Suite D-26
 
Common Equity (3,645,752 units) (j)
     
0.43
       
9/18/2023
         
3,646
     
3,838
     
1
Hauppauge, NY 11788
                     
Healthfuse, LLC
   
Healthcare Services
                 
324 E. Wisconsin Ave, Suite 1300
 
Preferred Equity (197,980 units)
     
1.93
       
11/13/2020
         
749
     
1,837
     
0
Milwaukee, WI 53202
                     
Hub Acquisition Sub, LLC (dba Hub Pen)
   
Promotional products
                 
1525 Washington Street
 
Second Lien Debt (k)
       
12.50%/1.00%
   
4/25/2023
     
6/30/2028
     
20,190
     
19,945
     
20,190
   
Braintree, MA 02184
 
Common Equity (5,837 units)
     
0.57
       
3/23/2016
         
390
     
1,553
   
 
Common Equity (637 units) (j)
     
0.06
       
8/7/2023
         
102
     
170
   
 
Preferred Equity (868 units) (j)
     
0.0
       
10/16/2020
         
154
     
358
   
                 
 
 
   
 
 
   
                   
20,591
     
22,271
     
4
IBH Holdings, LLC (fka Inflexxion, Inc.)
   
Business Services
                 
3070 Bristol St #350
 
Common Equity (150,000 units)
     
1.50
       
6/20/2018
         
— 
     
65
     
0
Costa Mesa, CA 92626
                     
 
-27-

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