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As filed with the Securities and Exchange Commission on May 17, 2024
Securities Act File No. 333-278170

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 x
x Pre-Effective Amendment No. 1
¨ Post-Effective Amendment No.
OFS CAPITAL CORPORATION
(Exact name of Registrant as specified in charter)
10 S. Wacker Drive, Suite 2500
Chicago, IL 60606
(Address of Principal Executive Offices)
Registrant’s telephone number, including Area Code: (847) 734-2000
Bilal Rashid
10 S. Wacker Drive, Suite 2500
Chicago, IL 60606
(Name and address of agent for service)
 COPIES TO:
Cynthia M. Krus
Dwaune L. Dupree
Eversheds Sutherland (US) LLP
700 Sixth Street, NW, Suite 700
Washington, DC 20001
(202) 383-0100
Approximate date of proposed public offering: From time to time after the effective date of this Registration Statement.
Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.
Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.
Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.
If appropriate, check the following box:
This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].
This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:_____.
This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.
This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.



It is proposed that this filing will become effective (check appropriate box):
when declared effective pursuant to Section 8(c) of the Securities Act.
Check each box that appropriately characterizes the Registrant:
Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).
Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).
Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).
☐ If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.




The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED May 17, 2024
Prospectus
$200,000,000
https://cdn.kscope.io/c04512e95b6b87083cfa3800c56639ed-ofslogoa38.jpg
OFS CAPITAL
CORPORATION
Common Stock
Preferred Stock
Warrants
Subscription Rights
Debt Securities
    We are an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to provide our stockholders with both current income and capital appreciation primarily through debt investments and, to a lesser extent, equity investments.
    We may offer, from time to time, in one or more offerings or series, up to $200.0 million in shares of our common stock, par value $0.01 per share, preferred stock, par value $0.01 per share, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights to purchase shares of our common stock or debt securities which we refer to, collectively, as the “securities.” We may sell our securities directly or 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.
    The securities may be offered directly to one or more purchasers, or through agents designated from time to time by us, or to or through underwriters or dealers. The prospectus supplement relating to an offering will identify any agents or underwriters involved in the sale of shares of our securities, and will disclose any applicable purchase price, 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.
    Substantially all of the debt securities in which we invest are rated below investment grade or would be rated below investment grade if rated, which are often referred to as “high yield” or “junk” securities. Exposure to below investment grade securities involves certain risks, and those securities are viewed as having predominately speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. A material amount of our debt investments contain floating interest rate provisions that may make it more difficult for the borrowers to make interest payments on our debt investments during periods of elevated interest and inflation rates. Further, our debt investments generally will not pay down principal during their term which could result in a substantial loss to us if the portfolio company is unable to refinance or repay the debt at maturity.
    Our common stock is traded on The Nasdaq Global Select Market under the symbol “OFS”. On May 13, 2024, the last reported sales price on The Nasdaq Global Select Market for our common stock was $9.45 per share. We are required to determine the net asset value per share of our common stock on a quarterly basis. Our net asset value per share of our common stock as of March 31, 2024 was $11.08.
As of May 13, 2024, the aggregate market value of our common stock held by non-affiliates, or the public float, was approximately $98.1 million, which was calculated based on 10,375,895 shares of common stock held by non-affiliates and on a price per share of $9.45, the closing price of our common stock on May 13, 2024.
    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 and keep it for future reference. We file annual, quarterly and current reports, proxy statements and other information about us with the Securities and Exchange Commission. The information is available free of charge, and stockholder inquiries may be made, by contacting Investor Relations of OFS Capital Corporation, 10 S. Wacker Drive, Suite 2500, Chicago, IL 60606, or by calling us at (847) 734-2000 or on our website at www.ofscapital.com. The Securities and Exchange Commission, or the SEC, maintains a website at www.sec.gov where such information is available without charge. We make our website content available for informational purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference into this Prospectus.
    Investing in our securities involves a high degree of risk, including credit risk and the risk of the use of leverage. You should review carefully the risks and uncertainties, including the risk of leverage and dilution, described in the section titled “Risk Factors” on page 15 and included in, and incorporated by reference into, 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 other documents that are incorporated by reference into this prospectus before investing in our securities.
    Neither the SEC 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.
Prospectus dated , 2024



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OFS®, OFS Capital®, OFS Credit® and HPCI® are registered trademarks of Orchard First Source Asset Management, LLC. OFS Capital Management™ is a trademark of Orchard First Source Asset Management, LLC. All other trademarks or trade names referred to in this Prospectus are the property of their respective owners.
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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 $200.0 million of common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock, and 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. We may sell our securities 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, including existing stockholders in a rights offering, 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 described in one or more supplements to this prospectus.
    This prospectus provides you with a general description of the securities that we may offer. Each time we use this prospectus to offer 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 these 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 the additional information described in the section titled “Available Information.
    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,” 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.
    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
    This summary highlights some of the information included elsewhere in this prospectus or incorporated by reference. It is not complete and may not contain all of the information that you may want to consider before investing in our securities. You should carefully read the entire prospectus, the applicable prospectus supplement, and any related free writing prospectus, including the risks of investing in our securities discussed in the section titled “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. 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, and the exhibits to the registration statement of which this prospectus is a part.
    Throughout this prospectus, we refer to OFS Capital Corporation and its consolidated subsidiaries as the “Company,” “we,” “us” or “our;” OFS Capital Management, LLC as “OFS Advisor” and OFS Capital Services, LLC as “OFS Services”.
Defined Terms
We have used “we,” “us,” “our,” “our company,” and “the Company” to refer to OFS Capital Corporation in this prospectus. We also have used several other terms in this report, which are explained or defined below:
TermExplanation or Definition
1940 ActInvestment Company Act of 1940, as amended
Administration AgreementAdministration Agreement between the Company and OFS Services dated November 7, 2012
Advisers ActInvestment Advisers Act of 1940, as amended
Affiliated AccountAn account, other than the Company, managed by OFS Advisor or an affiliate of OFS Advisor
Affiliated FundCertain other funds, including other BDCs and registered investment companies managed by OFS Advisor or by registered investment advisers controlling, controlled by, or under common control with, OFS Advisor
Annual Distribution RequirementFor purposes of maintaining our status as a RIC, the requirement to distribute to our stockholders, for each taxable year, at least the sum of (i) 90% of our ICTI and (ii) 90% of our net tax-exempt interest income
ASCAccounting Standards Codification, as issued by the FASB
ASC Topic 820
ASC Topic 820, Fair Value Measurements and Disclosures
BDCBusiness Development Company under the 1940 Act
BNP FacilityA secured revolving credit facility, as amended, that provides for borrowings in an aggregate principal amount up to $150,000,000 issued pursuant to a Revolving Credit and Security Agreement, as amended, by and among OFSCC-FS, the lenders from time to time parties thereto, BNP Paribas, as administrative agent, OFSCC-FS Holdings, LLC, a wholly owned subsidiary of the Company, as equityholder, the Company, as servicer, Citibank, N.A., as collateral agent and Virtus Group, LP, as collateral administrator
BoardThe Company’s board of directors
Banc of California Credit FacilityA senior secured revolving credit facility, as amended, with Banc of California (formerly known as Pacific Western Bank), as lender, that provides for borrowings to the Company in an aggregate principal amount up to $25,000,000
CLOCollateralized loan obligation
CodeInternal Revenue Code of 1986, as amended
CompanyOFS Capital Corporation and its consolidated subsidiaries
EBITDAEarnings before interest, taxes, depreciation and amortization
Exchange ActSecurities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board
GAAPAccounting principles generally accepted in the United States
HPCIHancock Park Corporate Income, Inc., a Maryland corporation and non-traded BDC, for which OFS Advisor serves as investment adviser
ICTIInvestment company taxable income, which is generally net ordinary income plus net short-term capital gains in excess of net long-term capital losses
Investment Advisory AgreementInvestment Advisory and Management Agreement between the Company and OFS Advisor dated November 7, 2012
LIBORLondon Interbank Offered Rate

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TermExplanation or Definition
NAVNet asset value. NAV is calculated as consolidated total assets less consolidated total liabilities and can be expressed in the aggregate or on a per share basis
OCCIOFS Credit Company, Inc., a Delaware corporation and a non-diversified, closed-end management investment company, for which OFS Advisor serves as investment adviser
OFSThe collective activities and operations of OFSAM Holdings, its direct and indirect subsidiaries, and certain affiliates
OFS AdvisorOFS Capital Management, LLC, a wholly owned subsidiary of OFSAM and registered investment advisor under the Advisers Act, focusing primarily on investments in middle-market loans and broadly syndicated loans, debt and equity positions in CLOs and other structured credit investments
OFSCOrchard First Source Capital, Inc., a wholly owned subsidiary of OFSAM
OFS ServicesOFS Capital Services, LLC, a wholly owned subsidiary of OFSAM and affiliate of OFS Advisor
OFSAMOrchard First Source Asset Management, LLC, a subsidiary of OFSAM Holdings and a full-service provider of capital and leveraged finance solutions to U.S. corporations
OFSAM HoldingsOrchard First Source Asset Management Holdings, LLC, a holding company consisting of asset management businesses, including OFS Advisor, a registered investment adviser focusing primarily on investments in middle-market loans and broadly syndicated loans, debt and equity positions in CLOs and other structured credit investments and OFS CLO Management, LLC and OFS CLO II Management, LLC, each a registered investment adviser focusing primarily on investments in broadly syndicated loans
OFSCC-FSOFSCC-FS, LLC, an indirect wholly owned subsidiary of the Company
OFSCC-FS AssetsAssets held by the Company through OFSCC-FS
OIDOriginal issue discount
OrderAn exemptive relief order from the SEC to permit us to co-invest in portfolio companies with certain Affiliated Funds in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with certain conditions
PIKPayment-in-kind, non-cash interest or dividends payable as an addition to the loan or equity security producing the income
RICAn entity that is treated as a “regulated investment company” for U.S. federal income tax purposes
SBAUnited States Small Business Administration
SBICA fund licensed under the SBA Small Business Investment Company Program
SBIC AcquisitionThe Company’s acquisition of the remaining ownership interests in SBIC I LP and OFS SBIC I GP, LLC on December 4, 2013
SBIC I LPOFS SBIC I, LP, a wholly owned SBIC subsidiary of the Company
SECUnited States Securities and Exchange Commission
Securities ActSecurities Act of 1933, as amended
SOFRSecured Overnight Financing Rate
Staffing Agreement
Staffing and Corporate Services Agreement between OFS Services and OFSC dated November 7, 2012


Structured Finance SecuritiesCLO mezzanine debt, CLO subordinated notes and CLO loan accumulation facility securities
Unsecured NotesThe Unsecured Notes Due September 2023, the Unsecured Notes Due April 2025, the Unsecured Notes Due October 2025, the Unsecured Notes Due October 2026, the Unsecured Notes Due February 2026 and the Unsecured Notes Due October 2028
Unsecured Notes Due April 2025The Company’s $50.0 million aggregate principal amount of 6.375% notes due April 30, 2025, which were redeemed on March 12, 2021
Unsecured Notes Due February 2026The Company’s $125.0 million aggregate principal amount of 4.75% notes due February 10, 2026
Unsecured Notes Due October 2025The Company’s $48.5 million aggregate principal amount of 6.5% notes due October 30, 2025, which were redeemed on March 12, 2021
Unsecured Notes Due October 2026The Company's $54.3 million aggregate principal amount of 5.95% notes due October 31, 2026, which were redeemed on November 22, 2021

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TermExplanation or Definition
Unsecured Notes Due October 2028The Company’s $55.0 million aggregate principal amount of 4.95% notes due October 31, 2028
Unsecured Notes Due September 2023The Company’s $25.0 million aggregate principal amount of 6.25% notes due September 30, 2023, which were redeemed on November 1, 2021

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OFS Capital Corporation
    We are an externally managed, closed-end, non-diversified management investment company and have elected to be treated as a BDC under the 1940 Act, which imposes certain investment restrictions on our portfolio. We were formed as a Delaware corporation on November 7, 2011. Our investment objective is to provide our stockholders with both current income and capital appreciation primarily through debt investments and, to a lesser extent, equity investments. Our investment strategy is to maintain a credit investment portfolio focused primarily on middle-market companies in the United States. We use the term “middle-market” to refer to companies that may exhibit one or more of the following characteristics: number of employees between 150 and 2,000; revenues between $15 million and $300 million; annual EBITDA between $5 million and $50 million; generally, private companies owned by private equity firms or owners/operators; and enterprise value between $10 million and $500 million. For additional information about how we define the middle-market, see “Item 1. Business—General—Investment Criteria/Guidelines” in our most recent Annual Report on Form 10-K. None of our investment policies are fundamental and may be changed without stockholder approval.
As of December 31, 2023, we had loans to 44 portfolio companies, of which 81% were first lien debt investments and 19% were second lien debt investments, at fair value. We also held equity investments in 15 portfolio companies and 21 investments in Structured Finance Securities.
Our investment strategy focuses primarily on investments in middle-market companies in the United States, including investments in senior secured loans, which are comprised of first lien, second lien and unitranche loans, as well as investments in subordinated loans and, to a lesser extent, common stock, preferred stock and other equity securities. Our investments may be directly originated or may be purchased on a secondary basis in the U.S. leveraged loan market for Broadly Syndicated Loans (as defined below). As a BDC, we must not acquire any assets other than “qualifying assets” as specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our assets, as defined by the 1940 Act, are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Under the relevant SEC rules, the term “eligible portfolio company” includes all private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million, in each case organized in the United States. Conversely, we may invest up to 30% of our portfolio in opportunistic investments not otherwise eligible under BDC regulations. Specifically, as part of this 30% basket, we may consider investments in investment funds that are operating pursuant to certain exceptions to the 1940 Act and in advisers to similar investment funds, as well as in debt or equity of middle-market portfolio companies located outside of the United States, and debt and equity of public companies that do not meet the definition of eligible portfolio companies because their market capitalization of publicly traded equity securities exceeds the levels provided for in the 1940 Act. We will not invest more than 15% of our assets in investment funds that rely on Sections 3(c)(1) and/or 3(c)(7) for exemption from the 1940 Act. We have made, and may continue to make, opportunistic investments in Structured Finance Securities and other non-qualifying assets (discussed below), consistent with our investment strategy. As of December 31, 2023, approximately 81% of our investments were qualifying assets.
We execute on our investment strategy, in part, through OFSCC-FS, which established the BNP Facility on June 20, 2019, to provide borrowings of up to $150.0 million. On June 24, 2022, we amended the BNP Facility to, among other things: (i) extend the reinvestment period for three years from June 20, 2022 to June 20, 2025; and (ii) extend the maturity date from June 20, 2024 to June 20, 2027. On a stand-alone basis, OFSCC-FS held approximately $158.3 million and $173.7 million in assets as of December 31, 2023 and 2022, respectively, which accounted for approximately 34% and 33% of our consolidated total assets, respectively.
We also execute our investment strategy, in part, by investing in Structured Finance Securities. We believe OFS Advisor is uniquely positioned, given its expertise in structured credit and managing CLOs, to make opportunistic investments in Structured Finance Securities, through which we target attractive risk-adjusted returns. During the years ended December 31, 2023 and 2022, we purchased $7.6 million and $43.2 million of Structured Finance Securities, respectively.
We historically executed our investment strategy, in part, through SBIC I LP, a licensee under the SBA’s SBIC program. On March 1, 2024, SBIC I LP fully repaid its outstanding SBA debentures totaling $31.9 million and, on April 17, 2024, surrendered its license to operate as a SBIC.
We execute our investment strategy through additional wholly owned subsidiaries and may form additional wholly owned subsidiaries in the future. The term “subsidiary” includes entities that primarily engage in investment activities in securities or other assets and are wholly owned by us. We comply with the provisions of Section 18 of the 1940 Act governing capital structure and leverage on an aggregate basis with our subsidiaries. We also comply with the provisions of Section 17 of the 1940 Act related to affiliated transactions and custody. U.S. Bank Trust Company, National Association serves as our custodian and the custodian of our wholly owned subsidiaries, with the exception of OFSCC-FS, LLC, whose custodian is Virtus Group, LP. OFS Advisor complies with the provisions of Section 15 of the 1940 Act relating to investment advisory

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contracts as an investment adviser to our wholly owned subsidiaries, as these subsidiaries are wholly-owned by us and are governed under the Investment Advisory Agreement. We do not intend to create or acquire primary control of any entity that primarily engages in investment activities in securities or other assets other than entities wholly owned by us.
    Our investment activities are managed by OFS Advisor and supervised by our Board, a majority of whom are independent of us, OFS Advisor and its affiliates. Under the Investment Advisory Agreement, we have agreed to pay OFS Advisor an annual base management fee based on the average value of our total assets (other than cash and cash equivalents but including assets purchased with borrowed funds and including assets owned by any consolidated entity) as well as an incentive fee based on our investment performance. OFS Advisor also serves as the investment adviser to other funds, including HPCI and OCCI. Additionally, OFS Advisor provides advisory and sub-advisory services to various funds, including: (i) CMFT Securities Investments, LLC, a wholly owned subsidiary of CIM Real Estate Finance Trust, Inc., a corporation that qualifies as a real estate investment trust, and (ii) CIM Real Assets & Credit Fund, an externally managed registered investment company under the 1940 Act that operates as an interval fund and invests primarily in a combination of real estate, credit and related investments. See “Item 1A. Risk Factors—Risks Related to OFS Advisor and its Affiliates—We have potential conflicts of interest related to obligations that OFS Advisor or its affiliates may have to other clients” in our most recent Annual Report on Form 10-K.
We have also entered into an Administration Agreement with OFS Services. Under our Administration Agreement, we have agreed to reimburse OFS Services for our allocable portion (subject to the review and approval of our Board) of overhead and other expenses incurred by OFS Services in performing its obligations under the Administration Agreement. See “Item 1. Business—General—Management and Other Agreements—Administration Agreement” in our most recent Annual Report on Form 10-K.
A BDC is generally not permitted to incur indebtedness unless immediately after such borrowing it has an asset coverage ratio for total borrowings of at least 200% (i.e., the amount of debt may not exceed 50% of the value of our assets). However, Section 61(a)(2) of the 1940 Act permits BDCs to be subject to a minimum asset coverage ratio of 150%, if specific conditions are satisfied, when issuing senior securities (i.e., the amount of debt may not exceed 66 2/3% of the value of our assets). As an approximation, prior to the enactment of certain amendments to the 1940 Act, the most that a BDC could borrow for investment purposes was $1 for every $1 of investor equity. Now, for those BDCs that satisfy the 1940 Act’s approval and disclosure requirements and become subject to the reduced asset coverage ratio, the BDC can borrow $2 for investment purposes for every $1 of investor equity.
On May 3, 2018, our Board, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) thereof, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. As a result, effective May 3, 2019, our minimum required asset coverage ratio decreased from 200% to 150%. At December 31, 2023, our asset coverage ratio was 160%. See “Item 1A. Risk Factors—Risks Related to our Business and Structure—Because we received the approval of our Board, we became subject to 150% asset coverage effective May 3, 2019 in our most recent Annual Report on Form 10-K.
We may borrow money when the terms and conditions available are favorable to do so and are aligned with our investment strategy and portfolio composition. The use of borrowed funds or the proceeds of preferred stock to make investments would have its own specific benefits and risks, and all of the costs of borrowing funds or issuing preferred stock would be borne by holders of our common stock.
    We generally cannot issue and sell our common stock at a price below net asset value per share. We may, however, issue and sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current NAV of our common stock if: (1) our Board determines that such sale is in our best interests and the best interests of our stockholders; and (2) our stockholders have approved our policy and practice of making such sales within the preceding 12 months. In any such case, the price at which our securities are to be issued and sold may not be less than a price which, in the determination of our Board, closely approximates the market value of such securities. On July 19, 2023, our stockholders approved a proposal to authorize us, with approval of our Board, to sell or otherwise issue shares of our common stock (during a twelve-month period) at a price below our then-current NAV per share in one or more offerings, subject to certain limitations (including that the cumulative number of shares sold pursuant to such authority does not exceed 25% of our then outstanding common stock immediately prior to each such sale).
We have elected to be treated, for U.S. federal income tax purposes, as a RIC under Subchapter M of the Code. To continue to qualify as a RIC, we must, among other things, meet the Annual Distribution Requirement, and certain source-of-income and asset diversification requirements. Pursuant to this election, we generally are not subject to U.S. federal income tax on any income we timely distribute to our stockholders as dividends.


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Organizational Structure
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About OFS and OFS Advisor
    OFS refers to the collective activities and operations of OFSAM Holdings, a holding company of asset management businesses and parent company to OFSAM, a full-service provider of capital and leveraged finance solutions to U.S. companies. As of December 31, 2023, OFS had 51 full-time employees. OFS is headquartered in Chicago, Illinois and also has offices in New York, New York and Los Angeles, California.
    Our investment activities are managed by OFS Advisor, our investment adviser. OFS Advisor is responsible for sourcing potential investments, conducting research and diligence on potential investments and equity sponsors, analyzing investment opportunities, structuring our investments and monitoring our investments and portfolio companies on an ongoing basis. As our investment adviser, OFS Advisor allocates investment opportunities among us and any other clients fairly and equitably over time in accordance with its allocation policy. OFS Advisor is a registered investment adviser under the Advisers Act, and a wholly owned subsidiary of OFSAM.
    Our relationship with OFS Advisor is governed by and dependent on the Investment Advisory Agreement and may be subject to conflicts of interest. OFS Advisor provides us with advisory services in exchange for a base management fee and incentive fee; see “Management and Other Agreements—Investment Advisory Agreement” in this Prospectus. The base management fee is based on our total assets (other than cash and cash equivalents but including assets purchased with borrowed funds and assets owned by any consolidated entity) and, therefore, OFS Advisor will benefit when we incur debt or use leverage. Our Board is charged with protecting stockholders interests by monitoring how OFS Advisor addresses these and other conflicts of interest associated with its management services and compensation. While our Board is not expected to review or approve each borrowing or incurrence of leverage, our independent directors periodically review OFS Advisor’s services and fees as well as its portfolio management decisions and portfolio performance.
    OFS Advisor capitalizes on the deal origination and sourcing, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of OFS’s investment professionals. The senior management team of OFS, including Bilal Rashid and Jeffrey A. Cerny, provides services to OFS Advisor. These managers have developed a broad network of contacts within the investment community and possess an average of over 25

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years of experience investing in debt and equity securities of middle-market companies. In addition, these managers have extensive experience investing in assets that constitute our primary focus and have expertise in investing across all levels of the capital structure of middle-market companies. See “Portfolio Management” in this Prospectus for additional information regarding our portfolio managers.
Under a staffing agreement between OFSC and OFS Advisor, OFSC has agreed to provide OFS Advisor with the following services to enable OFS Advisor to undertake and perform its business activities as an investment adviser: (i) the provision of staff necessary to meet all staffing requirements, including making available experienced investment professionals and access to the senior investment personnel of OFSC and its affiliates; and (ii) the services of certain named members of the investment committee of OFS Advisor. Experienced investment professionals include investment professionals with reasonable industry experience who are responsible for making investment decisions, conducting research and analysis, and managing risks to achieve their clients’ financial goals. Roles and titles of such individuals include, but are not limited to, directors, associates and analysts who evaluate, structure, monitor and review investments of OFS Advisor and its clients, including the Company. Senior investment personnel include investment professionals that have developed a broad network of contacts within the investment community and that have an average of over 25 years of investing experience. Roles and titles of such individuals include president, chief executive officer, chief financial officer, senior managing director and managing director. To manage potential conflicts of interest that may arise as a result of the staffing agreement, OFS Advisor and its clients, including the Company, have jointly adopted a Code of Ethics that is designed to address potential conflicts of interest and establishes applicable policies, guidelines and procedures that promote ethical practices and conduct by all personnel of OFS Advisor and OFSC and prevent violations of applicable laws, including the Advisers Act and the 1940 Act. The staffing agreement also provides for: (i) the identification of investment opportunities for OFS Advisor and its clients, and its affiliates and structured finance vehicles; (ii) evaluation (investment and credit analysis), structuring, monitoring and review of investments of OFS Advisor and its clients, and its affiliates and structured finance vehicles, and the negotiation and closing of investment transactions on behalf of OFS Advisor and its clients, and its affiliates and structured finance vehicles; (iii) legal, compliance and accounting functions; (iv) all other functions and duties of OFS Advisor and its affiliates that are customarily performed by other companies in similar businesses to OFS Advisor and its affiliates; and (v) such other services as may be agreed to from time to time between OFS Advisor and OFSC.
Our Administrator
    We do not have any direct employees, and our day-to-day investment operations are managed by OFS Advisor. We have a chief executive officer, chief financial officer, chief compliance officer, chief accounting officer, corporate secretary and, to the extent necessary, our Board may elect to appoint additional officers going forward. Our officers are employees of OFSC, an affiliate of OFS Advisor, and a portion of the compensation paid to our officers is paid by us pursuant to the Administration Agreement. All of our executive officers are also officers of OFS Advisor.
OFS Services, an affiliate of OFS Advisor, provides the administrative services necessary for us to operate. OFS Services furnishes us with office facilities and equipment, necessary software licenses and subscriptions and clerical, bookkeeping and recordkeeping services at such facilities. OFS Services oversees our financial reporting as well as prepares our reports to stockholders and all other reports and materials required to be filed with the SEC or any other regulatory authority. OFS Services also manages the determination and publication of our net asset value and the preparation and filing of our tax returns and generally monitors the payment of our expenses and the performance of administrative and professional services rendered to us by others. OFS Services may retain third parties to assist in providing administrative services to us. To the extent that OFS Services outsources any of its functions, we will directly pay the fees associated with such functions at cost without incremental profit to OFS Services.
Market Opportunity
    For information on the market opportunity for investment strategy, please see the section titled “Item 1. Business—Market Opportunity” in our most recent Annual Report on Form 10-K, which is incorporated by reference into this prospectus in its entirety.
Conflicts of Interest
    BDCs generally are prohibited under the 1940 Act from knowingly participating in certain transactions with their affiliates without the prior approval of their independent directors and, in some cases, of the SEC. Those transactions include purchases and sales, and so-called “joint” transactions, in which a BDC and one or more of its affiliates engage in certain types of profit-making activities. Any person that owns, directly or indirectly, five percent or more of a BDC’s outstanding voting securities will be considered an affiliate of the BDC for purposes of the 1940 Act, and a BDC generally is prohibited from engaging in purchases from, sales of assets to, or joint transactions with, such affiliates, absent the prior approval of the BDC’s independent directors. Additionally, without the approval of the SEC, a BDC is prohibited from engaging in purchases of assets

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from, sales of assets to, or joint transactions with, the BDC’s officers, directors, and employees, or advisor (and its control affiliates).
     BDCs may, however, invest alongside certain related parties or their respective other clients, in certain circumstances where doing so is consistent with current law and SEC staff interpretations. For example, a BDC may invest alongside such accounts consistent with guidance promulgated by the SEC staff permitting the BDC and such other accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that the BDC’s advisor, acting on the BDC’s behalf and on behalf of other clients, negotiates no term other than price. Co-investment with such other accounts is not permitted or appropriate under this guidance when there is an opportunity to invest in different securities of the same issuer or where the different investments could be expected to result in a conflict between the BDC’s interests and those of other accounts.
Co-Investment with Affiliates
The 1940 Act generally prohibits BDCs from making certain negotiated co-investments with certain affiliates absent an order from the SEC permitting the BDC to do so. On August 4, 2020, we received the Order from the SEC to permit us to co-invest in portfolio companies with Affiliated Funds subject to compliance with the Order. The Order superseded a previous order that we received on October 12, 2016 and provides us with greater flexibility to enter into co-investment transactions with Affiliated Funds. Pursuant to the Order, we are generally permitted to co-invest with Affiliated Funds if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that: (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching by us or our stockholders on the part of any person concerned; and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies.
In addition, we may file an application for an amendment to our existing Order to permit us to participate in follow-on investments in our existing portfolio companies with certain private funds that do not hold any investments in such existing portfolio companies. However, if filed, there is no guarantee that such application will be granted.
When we invest alongside Affiliated Accounts, OFS Advisor will, to the extent consistent with applicable law, regulatory guidance, or the Order, allocate investment opportunities in accordance with its allocation policy. Under this allocation policy, if two or more investment vehicles with similar or overlapping investment strategies are in their investment periods, an available opportunity will be allocated based on the provisions governing allocations of such investment opportunities in the relevant organizational, offering or similar documents, if any, for such investment vehicles. In the absence of any such provisions, OFS Advisor will consider the following factors and the weight that should be given with respect to each of these factors:
investment guidelines and/or restrictions, if any, set forth in the applicable organizational, offering or similar documents for the investment vehicles;
the status of tax restrictions and tests and other regulatory restrictions and tests;
risk and return profile of the investment vehicles;
suitability/priority of a particular investment for the investment vehicles;
if applicable, the targeted position size of the investment for the investment vehicles;
level of available cash for investment with respect to the investment vehicles;
total amount of funds committed to the investment vehicles; and
the age of the investment vehicles and the remaining term of their respective investment periods, if any.
When not relying on the Order, priority as to opportunities will generally be given to clients that are in their “ramp-up” period, or the period during which the account has yet to reach sufficient scale such that its investment income covers its operating expenses, over the accounts that are outside their ramp-up period but still within their investment or re-investment periods. However, application of one or more of the factors listed above, or other factors determined to be relevant or appropriate, may result in the allocation of an investment opportunity to a fund no longer in its ramp-up period over a fund that is still within its ramp-up period.
In situations where co-investment with Affiliated Accounts is not permitted or appropriate, OFS Advisor will need to decide which account will proceed with the investment. The decision by OFS Advisor to allocate an opportunity to another entity could cause us to forego an investment opportunity that we otherwise would have made. These restrictions, and similar restrictions that limit our ability to transact business with our officers or directors or their affiliates, may limit the scope of

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investment opportunities that would otherwise be available to us. See “Related-Party Transactions and Certain Relationships” in our most recent Definitive Proxy Statement on Schedule 14A (Annual Meeting).
Conflicts Related to Portfolio Investments
     Conflicts may arise when we make an investment in conjunction with an investment being made by an Affiliated Account, or in a transaction where an Affiliated Account has already made an investment. Investment opportunities are, from time to time, appropriate for more than one account in the same, different or overlapping securities of a portfolio company’s capital structure. Conflicts arise in determining the terms of investments, particularly where these accounts may invest in different types of securities in a single portfolio company. Questions arise as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be restructured, modified or refinanced.
    We may invest in debt and other securities of companies in which Affiliated Accounts hold those same securities or different securities, including equity securities. In the event that we make such investments, our interests will at times conflict with the interests of such Affiliated Accounts, particularly in circumstances where the underlying company is facing financial distress. Decisions about what action should be taken, particularly in troubled situations, raise conflicts of interest, including, among other things, whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring. The involvement of Affiliated Accounts at both the equity and debt levels could inhibit strategic information exchanges among fellow creditors, including among us or Affiliated Accounts. In certain circumstances, we or an Affiliated Account may be prohibited from exercising voting or other rights and may be subject to claims by other creditors with respect to the subordination of their interest.
    In the event that we or an Affiliated Account has a controlling or significantly influential position in a portfolio company, that account may have the ability to elect some or all of the board of directors of such a portfolio company, thereby controlling the policies and operations of such portfolio company, including the appointment of management, future issuances of securities, payment of dividends, incurrence of debt and entering into extraordinary transactions. In addition, a controlling account is likely to have the ability to determine, or influence, the outcome of operational matters and to cause, or prevent, a change in control of such a company. Such management and operational decisions may, at times, be in direct conflict with other accounts that have invested in the same portfolio company that do not have the same level of control or influence over the portfolio company.
    If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, the accounts may or may not provide such additional capital, and, if provided, each account will supply such additional capital in such amounts, if any, as determined by OFS Advisor. In addition, a conflict arises in allocating an investment opportunity if the potential investment target could be acquired by us, an Affiliated Account, or a portfolio company of an Affiliated Account. Investments by more than one account of OFS Advisor or its affiliates in a portfolio company also raise the risk of using assets of an account of OFS Advisor or its affiliates to support positions taken by other accounts of OFS Advisor or its affiliates, or that an account may remain passive in a situation in which it is entitled to vote. In addition, there may be differences in timing of entry into, or exit from, a portfolio company for reasons such as differences in strategy, existing portfolio or liquidity needs, different account mandates or fund differences, or different securities being held. These variations in timing may be detrimental to us.
    The application of our or an Affiliated Account’s governing documents and the policies and procedures of OFS Advisor are expected to vary based on the particular facts and circumstances surrounding each investment by two or more accounts, in particular when those accounts are in different classes of an issuer’s capital structure (as well as across multiple issuers or borrowers within the same overall capital structure) and, as such, there may be a degree of variation and potential inconsistencies, in the manner in which potential or actual conflicts are addressed.
Legal Proceedings
    We, OFS Advisor and OFS Services, are not currently subject to any material pending legal proceedings threatened against us as of December 31, 2023. From time to time, we may be a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our portfolio companies. Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition, results of operations or cash flows.
General Information
Our principal executive offices are located at 10 S. Wacker Drive, Suite 2500, Chicago, IL, 60606, and our telephone number is (847) 734-2000. Information contained in our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus.

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We file annual, quarterly and current periodic reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains an Internet website, at www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers, including us, who file documents electronically with the SEC.
Principal Risks
    Investing in our securities may be speculative and involves certain risks relating to our structure and our investment objective that you should consider before deciding whether to invest. For a more detailed discussion of material risks you should carefully consider before deciding to invest in our securities, see the section titled “Risk Factors” in this prospectus, in the applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a special offering, and under similar headings in the documents that are incorporated by reference into this prospectus, including the section titled “Item 1A. Risk Factors” included in our most recent Annual Report on Form 10-K, as well as any subsequent SEC filings. Risks involved in an investment in us include:
We are subject to risks related to our business and structure.
Global economic, political and market conditions may adversely affect our business, our ability to access capital, and our results of operations and financial condition, including our revenue growth and profitability.
Due to economic disruptions, we may not be able to increase our dividends and may reduce or defer our dividends and choose to incur U.S. federal excise tax in order to preserve cash and maintain flexibility.
We are dependent upon the OFSC senior professionals for our future success and upon their access to the investment professionals and partners of OFSC and its affiliates.
A significant amount of our portfolio investments are recorded at fair value and OFS Advisor, our “valuation designee,” determines the fair value of our investments in good faith pursuant to Rule 2a-5 under the 1940 Act. As a result, there will be uncertainty as to the value of our portfolio investments and the participation of OFS Advisor’s professionals in our valuation process could result in a conflict of interest.
We may finance our investments with borrowed money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us.
Insufficient cash flows may increase our risk of default of our debt obligations, including under our Unsecured Notes and our BNP Facility.
We will be subject to U.S. federal income tax at corporate rates if we are unable to maintain our tax treatment as a RIC.
In the future, we may choose to pay distributions in our own stock and stockholders may be required to pay tax in excess of the cash they receive.
Because we expect to distribute substantially all of our net ordinary income and net realized capital gains to our stockholders, we may need additional capital to finance our growth and such capital may not be available on favorable terms or at all.
Changes in the laws or regulations governing our business, or changes in the interpretations thereof, and any failure by us to comply with these laws or regulations, could have a material adverse effect on our, and our portfolio companies’ business, results of operations or financial condition.
Our Board may change our investment objectives, operating policies and strategies without prior notice or stockholder approval.
We are subject to risks related to OFS Advisor and its Affiliates.
We have potential conflicts of interest related to obligations that OFS Advisor or its affiliates may have to other clients.
We have potential conflicts of interest related to the purchases and sales that OFS Advisor makes on our behalf and/or on behalf of Affiliated Accounts.
The valuation process for certain of our portfolio holdings may create a conflict of interest.
Our ability to enter into transactions with our affiliates is restricted, which may limit the scope of investments available to us.
Our incentive fee structure may create incentives for OFS Advisor that are not fully aligned with the interests of our stockholders.

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OFS Advisor’s liability is limited under the Investment Advisory Agreement, and we have agreed to indemnify OFS Advisor against certain liabilities, which may lead OFS Advisor to act in a riskier manner on our behalf than it would when acting for its own account.
OFS Advisor can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
We are subject to risks related to our investments.
Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.
Any of our portfolio companies operating in the Health Care and Social Assistance industry are subject to extensive government regulation and certain other risks particular to that industry.
Our investments in private and middle-market portfolio companies are generally considered lower credit quality obligations, are risky, and we could lose all or part of our investment.
Our investments in Structured Finance Securities carry additional risks to the risks associated with investing in private debt.
Our investments in Structured Finance Securities are more likely to suffer a loss of all or a portion of their value in the event of a default.
We are a non-diversified management investment company within the meaning of the 1940 Act, and therefore we may assume large positions in the securities of a small number of issuers.
If we make subordinated debt investments, the obligors or the portfolio companies may not generate sufficient cash flow to service their debt obligations to us.
We and our investments are subject to interest rate risk.
We are subject to risks related to our securities and an investment in our common stock.
There is a risk that stockholders may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a return of capital.
The market price of our common stock may fluctuate and decrease significantly.
Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.
Our common stock has traded and may continue to trade below its NAV per share, which limits our ability to raise additional equity capital.

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FEES AND EXPENSES
The following table is intended to assist you in understanding the costs and expenses that you will bear directly or indirectly. We caution you that the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “us,” “the Company” or “OFS Capital,” or that “we” will pay fees or expenses, you will indirectly bear such fees or expenses as an investor in OFS Capital.
Stockholder transaction expenses:
Sales load borne by us (as a percentage of offering price) %
(1)
Offering expenses borne by us (as a percentage of offering price) %
(2)
Dividend reinvestment plan fees (per sales transaction fee)$15.00 
(3)
Total Stockholder transaction expenses (as a percentage of offering price)— %
Annual expenses (as a percentage of net assets attributable to common stock)(9):
Base management fees payable under the Investment Advisory Agreement5.21 %
(4)
Incentive fees payable under the Investment Advisory Agreement3.11 %
(5)
Interest payments on borrowed funds12.03 %
(6)
Other expenses3.11 %
(7)
Total annual expenses23.46 %
(8)
(1)     In the event that the securities to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load and the following “Example” will be updated accordingly.
(2)     The related prospectus supplement will disclose the applicable offering expenses and total stockholder transaction expenses.
(3)     The expenses of the dividend reinvestment plan are included in “other expenses.” The plan administrator’s fees will be paid by us. There will be no brokerage charges or other charges to stockholders who participate in the plan except that, if a participant elects by written notice to the plan administrator to have the plan administrator sell part or all of the shares held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15.00 transaction fee plus a $0.10 per share brokerage commission from the proceeds. For additional information, see “Dividend Reinvestment Plan.
(4)     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 and assets owned by any consolidated entity). This item represents projected base management fees for the next twelve months assuming that the base management fee expense remains consistent with the base management fee incurred during the year ended December 31, 2023. See “Management and Other Agreements—Investment Advisory Agreement”.
(5)     The Part One (as defined below) incentive fee assumes that incentive fees we incur during the next twelve months remain consistent with the actual incentive fees incurred by us during the year ended December 31, 2023, which includes the effects of the base management fee reduction discussed in footnote (9). The Part Two (as defined below) incentive fee will be accrued, but not necessarily become payable, if, on a cumulative basis, the sum of net realized capital gains and losses plus net unrealized appreciation and depreciation is positive. The amount set forth in the table assumes the Part Two incentive fee is 0.0%.
    The two parts of the incentive fee follows:
The first (“Part One”), 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 (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediately preceding calendar quarter, 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, OFS 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% 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, OFS Advisor will receive 20.0% of our pre-incentive fee net investment income as if a hurdle rate did not apply.

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    The hurdle rate is fixed at 2.0% quarterly (8% annualized), which means that, if interest rates rise, it will be easier for our pre-incentive fee net investment income to surpass the hurdle rate, which could lead to the payment of fees to OFS Advisor in an amount greater than expected. There is no accumulation of amounts on the hurdle rate from quarter to quarter and accordingly there is no clawback of amounts previously paid if subsequent quarters are below the quarterly hurdle rate and there is no delay of payment if prior quarters are below the quarterly hurdle rate.
The second part (“Part Two”), payable annually in arrears, equals 20.0% of our realized capital gains on a cumulative basis, if any (or upon the termination of the Investment Advisory Agreement, as of the termination date), computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. The incentive fee is determined on a consolidated basis. We accrue the Part Two incentive fee if, on a cumulative basis, the sum of net realized capital gains and losses plus net unrealized appreciation and depreciation is positive. See “Management and Other Agreements — Investment Advisory Agreement.
(6)     The borrowing costs assume that the interest expense we will incur during the next twelve months remains consistent with the actual interest expense incurred during the year ended December 31, 2023. Borrowing costs also include amortization of deferred debt issuance costs related to the issuance of our outstanding debt. As of December 31, 2023, our asset coverage ratio was 160% (which excludes the SBA debentures as a result of exemptive relief granted to us by the SEC) as permitted under the Section 61(a)(2) of the 1940 Act, and assumes a weighted average interest rate for total outstanding debt of 6.01%, which is equal to the weighted average interest rate of our debt during the year ended December 31, 2023.
    We may borrow additional funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so. As of December 31, 2023, availability under the Banc of California Credit Facility was $25.0 million, based on the stated advance rate of 50% under the borrowing base and the $0 million outstanding. As of December 31, 2023, availability under the BNP Facility was $59.5 million and $90.5 million remained outstanding. Our stockholders will bear directly or indirectly the costs of borrowings under any debt instruments we may enter into.
(7)     “Other expenses” assumes that other expenses we incur during the next twelve months remain consistent with the actual amounts incurred during the year ended December 31, 2023. “Other expenses” includes our overhead expenses, including services under the Administration Agreement based on our allocable portion of overhead and other expenses incurred by OFS Services. See “Management and Other Agreements—Administration Agreement”. “Other expenses” also includes ongoing administrative expenses to our independent accountants, legal counsel and compensation of independent directors.
(8)     Our stockholders indirectly bear the expenses of underlying funds or other investment vehicles that would be investment companies under section 3(a) of the 1940 Act but for the exceptions to that definition provided for in sections 3(c)(1) and 3(c)(7) of the 1940 Act (“Acquired Funds”) in which we invest. We do not currently invest in underlying funds or other investment companies and therefore do not expect to incur any acquired fund fees and expenses. The indirect expenses that will be associated with our Structured Finance Securities are not included in the fee table presentation, but if such expenses were included in the fee table presentation then our total annual expenses would have been 23.66%.
(10)     Estimated.
Example
The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in our common stock. 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. The expense amounts assume an annual base management fee of 1.75% as described in footnote 4 above, or 5.21% of net assets, for each year. Transaction expenses are not included in the following example.
1 Year3 Years5 Years10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return
$188$482$692$993
While the example assumes a 5.0% annual return, as required by the applicable rules of the SEC, our performance will vary and may result in a return greater or less than 5.0%. The incentive fee under the Investment Advisory Agreement, which, assuming a 5.0% annual return, would either not be payable or would have an insignificant impact on the expense amounts shown above, is not included in the above example. The above illustration assumes that we will not realize any capital gains (computed net of all realized capital losses and unrealized capital depreciation) in any of the indicated time periods. 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. For example, if we assumed

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that we received our 5.0% annual return completely in the form of net realized capital gains on our investments, computed net of all cumulative unrealized depreciation on our investments, the projected dollar amount of total cumulative expenses set forth in the above illustration would be as follows:
1 Year3 Years5 Years10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return
$198$509$730$1,044
While the examples assume reinvestment of all dividends at net asset value, participants in our dividend reinvestment plan 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 dividend payment date. The market price per share of our common stock may be at, above or below net asset value. See “Dividend Reinvestment Plan” for additional information regarding the dividend reinvestment plan.
The example should not be considered a representation of future expenses, and actual expenses may be greater or less than those shown.

FINANCIAL HIGHLIGHTS
The information in “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in our most recent Annual Report on Form 10-K and in “Item 1. Notes to Consolidated Financial Statements (unaudited)” in our most recent Quarterly Report on Form 10-Q is incorporated by reference herein.



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RISK FACTORS
    Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risks and uncertainties described in the section titled “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, and discussed in the section titled “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K, which is incorporated by reference into this prospectus in its entirety, together with other information in this prospectus, the documents incorporated by reference, and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only risks we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously harmed. This could cause our net asset value and the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please also read carefully the section titled “Special Note Regarding Forward-Looking Statements.


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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
    This prospectus, including the documents that we incorporate by reference herein, contains, and any applicable prospectus supplement or free writing prospectus, including the documents we incorporate by reference therein, may contain forward-looking statements, including statements regarding our future financial condition, business strategy, and plans and objectives of management for future operations. All statements other than statements of historical facts, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements. The forward-looking statements contained or incorporated by reference in this prospectus and any applicable prospectus supplement or free writing prospectus may include statements as to:
our ability and experience operating a BDC, or maintaining our tax treatment as a RIC under Subchapter M of the Code;
our dependence on key personnel;
our ability to maintain or develop referral relationships;
our ability to replicate historical results;
the ability of OFS Advisor to identify, invest in and monitor companies that meet our investment criteria;
the belief that the carrying amounts of our financial instruments, such as cash, receivables and payables approximate the fair value of such items due to the short maturity of such instruments and that such financial instruments are held with high credit quality institutions to mitigate the risk of loss due to credit risk;
actual and potential conflicts of interest with OFS Advisor and other affiliates of OFSAM Holdings;
constraint on investment due to access to material nonpublic information;
restrictions on our ability to enter into transactions with our affiliates;
the use of borrowed money to finance a portion of our investments;
the creation of leveraged lending opportunities as a result of the large amount of unfunded buyout commitments driving demand for leveraged buyouts over the next several years;
our ability to incur additional leverage pursuant to Section 61(a)(2) of the 1940 Act and the impact of such leverage on our net investment income and results of operations;
competition for investment opportunities;
our plans to focus on providing first lien senior secured loans to larger borrowers and the impact of these plans on our risk profile, including our belief that the seniority of such loans in a borrower’s capital structure may provide greater downside protection against adverse economic changes, including those caused by the impacts of elevated interest and inflation rates, the ongoing war between Russia and Ukraine, the escalated armed conflict in the Middle East, instability in the U.S. and international banking systems, the risk of recession or a shutdown of U.S. government services and related market volatility on our business, our portfolio companies, our industry and the global economy;
the percentage of investments that will bear interest on a floating rate or fixed rate basis;
the holding period of our investments;
the impact of alternative reference rates on our business, including a reduction in the value of certain of our investments;
our ability to raise debt or equity capital as a BDC;
the timing, form and amount of any distributions from our portfolio companies;
the impact of a protracted decline in the liquidity of credit markets on our business;
the impact of current political, economic and industry conditions, including changes in the interest rate environment, inflation, significant market volatility, supply chain and labor market disruptions, including those as a result of strikes, work stoppages or accidents, resource shortages and other conditions affecting the financial and capital markets, which, in turn, impacts our business prospects and the prospects of our portfolio companies;

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the impact of the ongoing war between Russia and Ukraine, the escalated armed conflict in the Middle East and general uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China;
the general economy and its impact on the industries in which we invest;
the belief that some of our outstanding debt has favorable financing rates compared to today’s rates;
the belief that we have sufficient levels of liquidity to support our existing portfolio companies;
the effect of laws or regulations, including accounting pronouncements and rule issuances, on our business;
the ability to continue generating strong risk-adjusted net returns by assembling a diversified portfolio of investments across a broad range of industries;
the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, cybersecurity attacks and the increasing use of artificial intelligence and machine learning technology;
the need and availability of additional capital on favorable terms to finance growth given our expectation to distribute substantially all of our net ordinary income and net realized capital gains to our stockholders;
the impact of our ESG activities; and
the ability to secure financial maintenance covenants in the loans we invest.
    This prospectus and any prospectus supplement or free writing prospectus, and other statements that we may make, including those incorporated by reference into this prospectus, any applicable prospectus supplement or any free writing prospectus, may contain forward-looking statements with respect to future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “potential,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.
    Discussions containing these forward-looking statements may be found in the sections titled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from our most recent Annual Report on Form 10-K and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from our most recent Quarterly Report on Form 10-Q . We discuss in greater detail, and incorporate by reference into this prospectus in their entirety, many of these risks and uncertainties in the sections titled “Risk Factors” in the applicable prospectus supplement, in any free writing prospectus we may authorize for use in connection with a specific offering, in our most recent Annual Report on Form 10-K, as well as any amendments reflected in subsequent filings with the SEC. In addition, statements that we “believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the applicable date of this prospectus, free writing prospectus and documents incorporated by reference into this prospectus and while we believe such information forms 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.


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USE OF PROCEEDS
    Unless otherwise specified in any applicable prospectus supplement or in any free writing prospectus we have authorized for use in connection with a specific offering, we intend to use substantially all of the net proceeds from the sale of our securities for general corporate purposes, which include investing in debt and equity securities consistent with our investment objective and strategies, acquisitions and other general corporate purposes.
    We anticipate that substantially all of the net proceeds of an offering of securities pursuant to this prospectus and any applicable prospectus supplement or free writing prospectus will be used for the above purposes within three months of any such offering, depending on the availability of appropriate investment opportunities consistent with our investment objective, but no longer than within six months of any such offerings.
    Pending such uses and investments, we will invest the remaining net proceeds primarily in cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment. The management fee payable by us to our investment adviser will not be reduced while our assets are invested in such securities (however, the computation of the base management fee excludes cash and cash equivalents). Our ability to achieve our investment objective may be limited to the extent that the net proceeds of any offering, pending full investment, are held in lower yielding short-term instruments.
PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS
    The information in “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in our most recent Annual Report on Form 10-K and in “Item 5. Other Information” in our most recent Quarterly Report on Form 10-Q is incorporated by reference herein.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Quarterly Report on Form 10-Q is incorporated by reference herein.


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SENIOR SECURITIES
    The information about our senior securities (including preferred stock, debt securities and other indebtedness) for each year in the ten years ended December 31, 2023 can be found in “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of our most recent Annual Report on Form 10-K, which is incorporated by reference herein. The senior securities table as of December 31, 2023, 2022, 2021, 2020 and 2019 was audited by KPMG LLP and the senior securities table as of December 31, 2018, 2017, 2016, 2015 and 2014 were audited by our former independent registered public accounting firm. KPMG LLP’s report on the senior securities table as of December 31, 2023 is included within the Report of Independent Registered Public Accounting Firm included in our most recent Annual Report on Form 10-K and is incorporated by reference herein.


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BUSINESS
The information in “Item 1. Business” of our most recent Annual Report on Form 10-K is incorporated by reference herein.

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PORTFOLIO COMPANIES
    The following table sets forth certain information as of December 31, 2023 regarding each of our investments. The general terms of our loans and other investments are described within the table below. We offer to make available significant managerial assistance to our portfolio companies. In addition, we may receive rights to participate in or observe the board of directors’ meetings of our portfolio companies.
Portfolio Company (1)
Investment Type
IndustryInterest Rate (2) Spread Above
Index (2)
Initial Acquisition DateMaturityPrincipal
Amount
Amortized CostFair Value (3)Percent of
Net Assets
Non-control/Non-affiliate Investments
24 Seven Holdco, LLC (15)
105 Maxess Road, Suite N201
Melville , NY 11797
Temporary Help Services
First Lien Debt11.45%SOFR+6.00%1/28/202211/16/2027$8,820 $8,776 $8,483 5.2 %
Advantage Sales & Marketing Inc. (F/K/A Karman Buyer Corp) (14) (15)
1 Skyview Drive
Fort Worth, TX 76155
Advertising Agencies
First Lien Debt10.18%SOFR+4.50%3/2/202210/28/20272,260 2,238 2,249 1.4 
AIDC Intermediateco 2, LLC (15)
4143 Maple Ave., Suite 240
Dallas, TX 75219
Computer Systems Design Services
First Lien Debt11.80%SOFR+6.25%7/22/20227/22/20271,980 1,948 1,974 1.2 
First Lien Debt11.78%SOFR+6.25%7/31/20237/22/202746 4546— 
2,026 1,993 2,020 1.2 
Allen Media, LLC (14) (15)
1925 Century Park East, 10th Floor
Los Angeles, CA, 90067
Cable and Other Subscription Programming
First Lien Debt11.00%SOFR+5.50%3/2/20212/10/20273,729 3,726 3,325 2.1 
All Star Auto Lights, Inc. (4) (15) (20)
300 W Grant Street
Orlando, FL 32806
Motor Vehicle Parts (Used) Merchant Wholesalers
First Lien Debt10.97%SOFR+5.50%12/19/20198/20/202522,861 22,719 22,853 14.1 
First Lien Debt10.96%SOFR+5.50%8/4/20228/20/20254,925 4,8724,9233.0 
27,786 27,591 27,776 17.1 
Astro One Acquisition Corporation (6)
2300 E. Randol Mill Rd.
Arlington, TX 76011
Other Miscellaneous Nondurable Goods Merchant Wholesalers
Second Lien Debt14.11%SOFR+8.50%1/31/20229/14/20293,000 2,596 110 0.1 

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Portfolio Company (1)
Investment Type
IndustryInterest Rate (2) Spread Above
Index (2)
Initial Acquisition DateMaturityPrincipal
Amount
Amortized CostFair Value (3)Percent of
Net Assets
Avison Young (6) (21)
18 York Street, Suite 400, Mailbox #4
Toronto, ON M5J 2T8 CA
Nonresidential Property Managers
First Lien Debt (15)12.11%SOFR+6.50%11/25/20211/31/2026$3,925 $3,903 $1,063 0.7 %
First Lien Debt12.64%SOFR+7.00%8/19/20221/31/2026794 757 215 0.1 
4,719 4,660 1,278 0.8 
BayMark Health Services, Inc. (15)
1720 Lakepointe Dr.
Lewisville, TX 75057
Outpatient Mental Health and Substance Abuse Centers
Second Lien Debt14.11%SOFR+8.50%6/10/20216/11/20284,962 4,915 4,962 3.1 
Second Lien Debt 14.12%SOFR+8.50%6/10/20216/11/20283,988 3,948 3,988 2.5 
8,950 8,863 8,950 5.6 
BCPE North Star US Holdco 2, Inc. (F/K/A Dessert Holdings)
30 East 7th St., Suite 2600
St. Paul, MN 55101
Ice Cream and Frozen Dessert Manufacturing
Second Lien Debt12.72%SOFR+7.25%2/2/20226/8/20291,667 1,645 1,474 0.9 
Boca Home Care Holdings, Inc. (19)
274 Riverside Avenue, 2nd Floor
Westport, CT 06880
Services for the Elderly and Persons with Disabilities
First Lien Debt (15)11.96%SOFR+6.50%2/25/20222/25/202710,972 10,874 10,597 6.5 
First Lien Debt (Revolver) (5)n/m (18)SOFR+6.50%2/25/20222/25/2027— (10)(44)— 
Common Equity (1,290 Class A units) (10) (13)2/25/20221,290 827 0.5 
Preferred Equity (3,446 Class A Units), 12.0% cash / 2.0% PIK3/3/2023345 344 0.2 
10,972 12,499 11,724 7.2 
Clevertech Bidco, LLC
650 Fifth Avenue, Suite 2320
New York, NY 10019
Commodity Contracts Dealing
First Lien Debt (15)12.25%SOFR+6.75%11/3/202312/30/20273,198 3,106 3,106 1.9 
First Lien Debt (Revolver) (5)n/m (18)SOFR+6.75%11/3/202312/30/2027— (9)(9)— 
3,198 3,097 3,097 1.9 
Constellis Holdings, LLC (10)
12018 Sunrise Valley Drive, Suite 140
Reston, VA 20191, USA
Other Justice, Public Order, and Safety Activities
Common Equity (20,628 common shares)3/27/2020703 45 — 
Convergint Technologies Holdings, LLC
One Commerce Drive
Schaumburg, IL 60173
Security Systems Services (except Locksmiths)
Second Lien Debt12.22%SOFR+6.75%9/28/20183/30/20295,938 5,863 5,877 3.6 

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Portfolio Company (1)
Investment Type
IndustryInterest Rate (2) Spread Above
Index (2)
Initial Acquisition DateMaturityPrincipal
Amount
Amortized CostFair Value (3)Percent of
Net Assets
Creation Technologies (15) (21)
1651 Wilkening Road
Schaumburg, IL 60173
Bare Printed Circuit Board Manufacturing
First Lien Debt11.18%SOFR+5.50%9/24/202110/5/2028$1,970 $1,959 $1,851 1.1 %
Diamond Sports Group, LLC (6) (14) (15)
10706 Beaver Dam Road
Hunt Valley, MD 21030
Television Broadcasting
Second Lien Debt10.71%SOFR+5.25%11/19/20198/24/20261,935 1,935 92 0.1 
East West Manufacturing (15)
4170 Ashford Dunwoody Road, Suite 560
Atlanta, GA 30319
Fluid Power Pump and Motor Manufacturing
First Lien Debt11.13%SOFR+5.75%2/11/202212/22/20281,930 1,916 1,855 1.1 
Electrical Components International, Inc.
1 City Place Drive, Suite 450
St. Louis, MO 63141
Current-Carrying Wiring Device Manufacturing
Second Lien Debt13.96%SOFR+8.50%4/8/20216/26/20263,679 3,452 3,561 2.2 
Envocore Holding, LLC (F/K/A LRI Holding, LLC) (4) (17)
750 MD Route 3 South, Suite 19
Gambrills, MD 21054
Electrical Contractors and Other Wiring Installation Contractors
First Lien Debt7.50%N/A6/30/201712/31/20256,295 6,295 6,295 3.9 
Second Lien Debt (6) (10)
10.00% PIK
N/A6/30/201712/31/20267,844 6,584 3,801 2.3 
First Lien Debt (Revolver) (5)n/m (18)N/A11/29/202112/31/2025— — — — 
Equity Participation Rights (7) (10)12/31/20214,722 — — 
14,139 17,601 10,096 6.2 
Excelin Home Health, LLC (4)
2001 Bryan Street, Suite 1800
Dallas, TX 75201
Home Health Care Services
Second Lien Debt
18.00% PIK
N/A10/25/201812/31/20254,932 4,839 4,173 2.6 
GGC Aerospace Topco L.P. (10)
1740 Eber Rd
Holland, OH 43528
Other Aircraft Parts and Auxiliary Equipment Manufacturing
Common Equity (368,852 Class A units)12/29/2017450 — — 
Common Equity (40,984 Class B units)12/29/201750 — — 
500 — — 

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Portfolio Company (1)
Investment Type
IndustryInterest Rate (2) Spread Above
Index (2)
Initial Acquisition DateMaturityPrincipal
Amount
Amortized CostFair Value (3)Percent of
Net Assets
GoTo Group (F/K/A LogMeIn, Inc.) (14) (15)
333 Summer Street
Boston, MA 02210
Data Processing, Hosting, and Related Services
First Lien Debt10.28%SOFR+4.75%3/26/20218/31/2027$2,916 $2,915 $1,943 1.2 %
Heritage Grocers Group, LLC. (F/K/A Tony's Fresh Market / Cardenas Markets) (15)
2501 E. Guasti Road
Ontario, CA 91761
Supermarkets and Other Grocery (except Convenience) Stores
First Lien Debt12.20%SOFR+6.75%7/20/20228/1/20295,925 5,641 5,925 3.7 
Honor HN Buyer Inc
100 Challenger Road, Suite 105
Ridgefield Park, NJ 07660
Services for the Elderly and Persons with Disabilities
First Lien Debt (15)11.25%SOFR+5.75%10/15/202110/15/20276,466 6,385 6,466 4.0 
First Lien Debt (15)11.25%SOFR+5.75%10/15/202110/15/20274,089 4,029 4,089 2.5 
First Lien Debt (Revolver) (5)13.25%Prime+4.75%10/15/202110/15/202795 85 95 0.1 
First Lien Debt (Delayed Draw) (5) (15)11.50%SOFR+6.00%3/31/202310/15/20272,706 2,682 2,706 1.7 
13,356 13,181 13,356 8.3 
Idera
10801 N. Mopac Expressway, Building 1, Suite 100
Austin, TX 78759
Computer and Computer Peripheral Equipment and Software Merchant Wholesalers
Second Lien Debt12.28%SOFR+6.75%1/27/20223/2/20294,000 4,000 3,850 2.4 
Inergex Holdings, LLC (11)
500 Seneca Street, Suite 620
Buffalo, NY 14204
Other Computer Related Services
First Lien Debt
12.58% cash / 1.00% PIK
SOFR+7.00%10/1/201810/1/202414,868 14,783 14,868 9.2 
First Lien Debt (Revolver)
12.58% cash / 1.00% PIK
SOFR+7.00%10/1/201810/1/20242,344 2,312 2,344 1.4 
17,212 17,095 17,212 10.6 
Ivanti Software, Inc. (14) (15)
698 W. 10000 South, Suite 500
South Jordan, UT 84095
Software Publishers
First Lien Debt9.91%SOFR+4.25%3/26/202112/1/20272,933 2,940 2,792 1.7 
JP Intermediate B, LLC (15)
140 Crescent Drive
Collierville, TN 38017
Drugs and Druggists' Sundries Merchant Wholesalers
First Lien Debt11.14%SOFR+5.50%1/14/202111/20/20274,697 4,513 3,368 2.1 

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Portfolio Company (1)
Investment Type
IndustryInterest Rate (2) Spread Above
Index (2)
Initial Acquisition DateMaturityPrincipal
Amount
Amortized CostFair Value (3)Percent of
Net Assets
Kreg LLC
1940 Janice Avenue
Melrose Park, IL 60160
Other Ambulatory Health Care Services
First Lien Debt (11) (15)
9.75% cash / 2.50% PIK
SOFR+4.25%12/20/202112/20/2026$17,139 $17,066 $15,989 9.9 %
First Lien Debt (Revolver) (5)n/m (18)SOFR+6.25%12/20/202112/20/2026— (6)(90)(0.1)
17,139 17,060 15,899 9.8 
Medrina LLC
401 N. Michigan Ave, Suite 1200
Chicago, IL 60611
All Other Outpatient Care Centers
First Lien Debt (15)11.74%SOFR+6.25%10/20/202310/20/20292,234 2,180 2,180 1.3 
First Lien Debt (Delayed Draw) (5) (15)n/m (18)SOFR+6.25%10/20/202310/20/2029— (5)(5)— 
First Lien Debt (Revolver) (5)n/m (18)SOFR+6.25%10/20/202310/20/2029— (8)(8)— 
2,234 2,167 2,167 1.3 
Metasource (15)
12162 South Business Park Drive, Suite 113
Draper, UT 84020
All Other Business Support Services
First Lien Debt
11.72% cash / 0.50% PIK
SOFR+6.25%5/17/20225/17/20272,755 2,733 2,597 1.6 
First Lien Debt (Delayed Draw) (5)n/m (18)SOFR+6.25%5/17/20225/17/2027— (4)(69)— 
2,755 2,729 2,528 1.6 
One GI LLC
215 Centerview Dr.
Brentwood, TN 37027
Offices of Other Holding Companies
First Lien Debt (15)12.21%SOFR+6.75%12/13/202112/22/20257,432 7,358 7,066 4.4 
First Lien Debt (15)12.21%SOFR+6.75%12/13/202112/22/20253,916 3,876 3,723 2.3 
First Lien Debt (Revolver) (5)n/m (18)SOFR+6.75%12/13/202112/22/2025— (14)(71)— 
11,348 11,220 10,718 6.7 
Planet Bingo, LLC (F/K/A 3rd Rock Gaming Holdings, LLC) (6)
75190 Gerald Ford Dr.
Palm Desert, CA 92211
Software Publishers
First Lien Debt6.50%N/A3/13/201812/31/202516,648 14,113 6,858 4.2 
PM Acquisition LLC
2700 Sam Ritenberg Blvd.
Charleston, SC 29407
All Other General Merchandise Stores
Common Equity (499 units) (10)9/30/2017499 551 0.3 

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Portfolio Company (1)
Investment Type
IndustryInterest Rate (2) Spread Above
Index (2)
Initial Acquisition DateMaturityPrincipal
Amount
Amortized CostFair Value (3)Percent of
Net Assets
Reception Purchaser LLC (15)
951 Thorndale Avenue
Bensenville, IL 60106
Transportation and Warehousing
First Lien Debt11.50%SOFR+6.00%4/28/20223/24/2028$2,523 $2,495 $2,257 1.4 %
Redstone Holdco 2 LP (F/K/A RSA Security) (15)
174 Middlesex Turnpike
Bedford, MA 01730
Computer and Computer Peripheral Equipment and Software Merchant Wholesalers
First Lien Debt (14)10.22%SOFR+4.75%4/16/20214/27/20281,715 1,708 1,307 0.8 
Second Lien Debt13.22%SOFR+7.75%4/16/20214/27/20294,450 4,407 3,272 2.0 
6,165 6,115 4,579 2.8 
RPLF Holdings, LLC (10) (13)
249 Corporate Drive
Portsmouth, NH 03801
Software Publishers
Common Equity (345,339 Class A units)1/17/2018— 1,182 0.7 
RumbleOn, Inc. (15) (21)
901 W. Walnut Hill Ln.
Irving, TX 75038
Other Industrial Machinery Manufacturing
First Lien Debt (11)
14.36% Cash / 0.50% PIK
SOFR+8.75%8/31/20218/31/20262,858 2,769 2,633 1.6 
First Lien Debt (11)
14.36% Cash / 0.50% PIK
SOFR+8.75%8/31/20218/31/2026862 854 795 0.5 
Warrants (warrants to purchase up to $218,000 in common stock) 8/31/20218/14/2028 (12)200 72 — 
3,720 3,823 3,500 2.1 
Sentry Centers Holdings, LLC (10) (13)
366 Madison Avenue, 7th Floor
New York, NY 10017
Other Professional, Scientific, and Technical Services
Preferred Equity (1,603 Series B units)9/4/2020160 77 — 
Signal Parent, Inc. (14) (15)
10 Bunsen
Irvine, CA 92618-4210
New Single-Family Housing Construction (except For-Sale Builders)
First Lien Debt8.96%SOFR+3.50%3/25/20214/3/20281,803 1,791 1,616 1.0 
Spear Education Holdings, LLC (15)
7201 E. Princess Blvd.
Scottsdale, AZ 85255
First Lien DebtProfessional and Management Development Training13.00%SOFR+7.50%2/10/202312/15/20271,485 1,455 1,484 0.9 

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Portfolio Company (1)
Investment Type
IndustryInterest Rate (2) Spread Above
Index (2)
Initial Acquisition DateMaturityPrincipal
Amount
Amortized CostFair Value (3)Percent of
Net Assets
SSJA Bariatric Management LLC (15)
125 Mineola Avenue
Roslyn Heights, NY 11577
Offices of Physicians, Mental Health Specialists
First Lien Debt10.75%SOFR+5.25%8/26/20198/26/2024$9,575 $9,563 $9,186 5.7 %
First Lien Debt10.75%SOFR+5.25%12/31/20208/26/20241,035 1,033 993 0.6 
First Lien Debt10.75%SOFR+5.25%12/8/20218/26/20242,607 2,600 2,501 1.5 
First Lien Debt (Revolver) (5)10.75%SOFR+5.25%8/26/20198/26/2024200 199 173 0.1 
13,417 13,395 12,853 7.9 
SS Acquisition, LLC (8) (15)
401 E. City Avenue #220
Bala Cynwyd, PA 19004
Sports and Recreation Instruction
First Lien Debt12.41%SOFR+6.75%12/30/202112/30/20263,042 3,023 3,042 1.9 
First Lien Debt13.10%SOFR+7.45%12/30/202112/30/20261,460 1,449 1,460 0.9 
4,502 4,472 4,502 2.8 
Staples, Inc. (14) (15) (21)
500 Staples Drive
Framingham, MA 01702
Business to Business Electronic Markets
First Lien Debt10.46%L+5.00%6/24/20194/16/20262,870 2,841 2,728 1.7 
STS Operating, Inc.
2301 Windsor Ct.
Addison, IL 60101
Industrial Machinery and Equipment Merchant Wholesalers
Second Lien Debt13.46%SOFR+8.00%5/15/20184/30/20269,073 9,072 9,073 5.6 
Tolemar Acquisition, INC.
126 East 56th Street, 29th Floor
New York, NY 10022
Motorcycle, Bicycle, and Parts Manufacturing
First Lien Debt (15)11.75%SOFR+6.00%10/14/202110/14/202615,347 15,304 14,334 8.8 
First Lien Debt (Revolver) (5)11.75%SOFR+6.00%10/14/202110/14/2026592 585 422 0.3 
15,939 15,889 14,756 9.1 
TruGreen Limited Partnership
860 Ridge Lake Boulevard
Memphis, TN 38120
Landscaping Services
Second Lien Debt14.14%SOFR+8.50%5/13/202111/2/20284,500 4,592 4,287 2.6 
United Biologics Holdings, LLC (4) (10)
100 NE Loop 410 #200
San Antonio, TX 78216
Medical Laboratories
Preferred Equity (4,701 units)4/16/2013— — 

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Portfolio Company (1)
Investment Type
IndustryInterest Rate (2) Spread Above
Index (2)
Initial Acquisition DateMaturityPrincipal
Amount
Amortized CostFair Value (3)Percent of
Net Assets
Wellful Inc. (F/K/A KNS Acquisition Corp.) (15)
600 Office Center Drive
Fort Washington, PA 19034
Electronic Shopping and Mail-Order Houses
First Lien Debt11.72%SOFR+6.25%4/16/20214/21/2027$6,606 $6,581 $6,313 3.9 
Total Debt and Equity Investments$285,417 $287,218 $254,411 157.0 %
Structured Finance Securities (21)
Apex Credit CLO 2020 (9) (16)
71 Fort Street, PO Box 500
Grand Cayman KY1-1106, Cayman Islands
Subordinated Notes14.89%N/A11/16/202010/20/2031$11,080 $10,191 $7,031 4.3 %
Apex Credit CLO 2021 Ltd (9) (16)
c/o Appleby Global Corporate Services
71 Fort Street, PO Box 500
Grand Cayman KY1-1106, Cayman Islands
Subordinated Notes21.61%N/A5/28/20217/18/20348,630 6,977 5,711 3.5 
Apex Credit CLO 2022-1A (9) (16)
c/o Appleby Global Corporate Services
71 Fort Street, PO Box 500
Grand Cayman KY1-1106, Cayman Islands
Subordinated Notes17.30%N/A4/28/20224/22/203310,726 8,858 6,961 4.3 
Ares L CLO
c/o Ocorian Trust (Company) Limited
Winward 3, Regatta Office Park, PO Box 1350
Grand Cayman, KY1-1108, Cayman Islands
Mezzanine Debt - Class E11.31%SOFR+5.65%2/17/20221/15/20326,000 5,832 5,474 3.4 
Barings CLO 2019-I Ltd.
Walkers Fiduciary Limited
190 Elgin Avenue, George Town
Grand Cayman, KY1-9008, Cayman Islands
Mezzanine Debt - Class E12.52%SOFR+6.86%2/23/20224/15/20358,000 7,918 7,725 4.8 
Battalion CLO XI, Ltd.
PO Box 1093 Boundary Hall, Cricket Square
Grand Cayman, KY1-1102, Cayman Islands
Mezzanine Debt - Class E12.51%SOFR+6.85%4/24/20224/24/20346,000 5,918 5,511 3.4 

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Table of Contents
Portfolio Company (1)
Investment Type
IndustryInterest Rate (2) Spread Above
Index (2)
Initial Acquisition DateMaturityPrincipal
Amount
Amortized CostFair Value (3)Percent of
Net Assets
Brightwood Capital MM CLO 2023-1A, Ltd.
c/o Maples Fiduciary Services (Jersey) Limited
2nd Floor, Sir Walter Raleigh House, 48-50 Esplanade
St. Helier, JE2 3QB, Jersey
Mezzanine Debt - Class D11.85%SOFR+6.46%9/28/202310/15/2035$915 $888 $888 0.5 %
Mezzanine Debt - Class E15.75%SOFR+10.36%9/28/202310/15/20352,133 1,929 1,929 1.2 
Subordinated Notes (9) (16)14.56%N/A9/28/202310/15/20355,494 5,018 5,018 3.1 
8,542 7,835 7,835 4.8 
Dryden 53 CLO, LTD. (9) (16)
PO Box 1093 Boundary Hall, Cricket Square
Grand Cayman, KY1-1102, Cayman Islands
Subordinated Notes - Income8.04%N/A10/26/20201/15/20312,700 1,280 622 0.3 
Subordinated Notes7.00%N/A10/26/20201/15/20312,159 1,046 497 0.3 
4,859 2,326 1,119 0.7 
Dryden 76 CLO, Ltd. (9) (16)
PO Box 1093 Boundary Hall, Cricket Square
Grand Cayman, KY1-1102, Cayman Islands
Subordinated Notes16.12%N/A9/27/201910/20/20322,750 2,332 1,779 1.1 
Flatiron CLO 18, Ltd. (9) (16)
PO Box 1093 Boundary Hall, Cricket Square
Grand Cayman, KY1-1102, Cayman Islands
Subordinated Notes7.62%N/A1/2/20194/17/20319,680 6,314 4,989 3.1 
Madison Park Funding XXIII, Ltd. (9) (16)
75 Fort Street, PO Box 1350
Grand Cayman KY1-1108, Cayman Islands
Subordinated Notes16.45%N/A1/8/20207/27/204710,000 5,558 4,744 2.9 
Madison Park Funding XXIX, Ltd. (9) (16)
75 Fort Street, PO Box 1350
Grand Cayman KY1-1108, Cayman Islands
Subordinated Notes13.78%N/A12/22/202010/18/20479,500 5,927 5,355 3.3 
Monroe Capital MML CLO X, Ltd.
27 Hospital Road
Grand Cayman, KY1-9008, Cayman Islands
Mezzanine Debt - Class E-R14.12%SOFR+8.75%4/22/20225/20/20341,000 961 967 0.6 

29

Table of Contents
Portfolio Company (1)
Investment Type
IndustryInterest Rate (2) Spread Above
Index (2)
Initial Acquisition DateMaturityPrincipal
Amount
Amortized CostFair Value (3)Percent of
Net Assets
Octagon Investment Partners 39, Ltd. (9) (16)
c/o MaplesFS Limited
PO Box 1093, Boundary Hall, Cricket Square
Grand Cayman, KY1-1102, Cayman Islands
Subordinated Notes4.98%N/A1/23/202010/20/2030$7,000 $3,962 $2,171 1.3 %
Park Avenue Institutional Advisers CLO Ltd 2021-1
c/o MaplesFS Limited
PO Box 1093, Boundary Hall, Cricket Square
Grand Cayman, KY1-1102, Cayman Islands
Mezzanine Debt - Class E12.98%SOFR+7.30%1/26/20211/20/20341,000 982 982 0.6 
Redding Ridge 4 (9) (16)
c/o Walkers Fiduciary Limited
Cayman Corporate Center
27 Hospital Road, George Town
Grand Cayman, KY1-9008, Cayman Islands
Subordinated Notes7.46%N/A3/4/20214/15/20301,300 910 544 0.3 
Regatta XXII Funding Ltd
PO Box 1093 Boundary Hall, Cricket Square
Grand Cayman, KY1-1102, Cayman Islands
Mezzanine Debt - Class E12.61%SOFR+7.19%5/6/20227/20/20353,000 2,977 3,007 1.9 
THL Credit Wind River 2019‐3 CLO Ltd. (9) (16)
75 Fort Street, PO Box 1350
Grand Cayman, KY1-1108, Cayman Islands
Subordinated Notes10.59%N/A4/5/20194/15/20317,000 4,883 2,941 1.8 
Trinitas CLO VIII (9) (16)
c/o Walkers Fiduciary Limited
Cayman Corporate Center
27 Hospital Road, George Town
Grand Cayman, KY1-9008, Cayman Islands
Subordinated Notes3.95%N/A3/4/20217/20/21175,200 2,891 1,352 0.8 
Venture 45 CLO Ltd.
Maples Fiduciary Services (Jersey) Limited
2nd Floor, Sir Walter Raleigh House, 48-50 Esplanade
St. Helier, JE2 3QB, Jersey
Mezzanine Debt - Class E13.12%SOFR+7.70%4/18/20227/20/20353,000 2,942 2,579 1.6 

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Table of Contents
Portfolio Company (1)
Investment Type
IndustryInterest Rate (2) Spread Above
Index (2)
Initial Acquisition DateMaturityPrincipal
Amount
Amortized CostFair Value (3)Percent of
Net Assets
Wellfleet CLO 2018-2 (9) (16)
c/o Walkers Fiduciary Limited
Cayman Corporate Center, George Town
Grand Cayman, KY1-9008, Cayman Islands
Subordinated Notes9.99%N/A3/4/202110/20/2031$1,000 $627 $270 0.2 %
Total Structured Finance Securities$125,267 $97,121 $79,045 48.8 %
Total Non-control/Non-affiliate Investments$410,684 $384,339 $333,456 205.8 %
Affiliate Investments
Contract Datascan Holdings, Inc. (4) (19)
2941 Trade Center Drive, Suite 100
Carrollton, TX 75006
Office Machinery and Equipment Rental and Leasing
Preferred Equity (3,061 Series A shares) 10% PIK8/5/2015$7,309 $10,312 6.4 %
Common Equity (11,273 shares) (10)6/28/2016104 271 0.2 
7,412 10,583 6.6 
DRS Imaging Services, LLC (13) (19)
43 Fadem Rd.
Springfield, NJ 07081
Data Processing, Hosting, and Related Services
Common Equity (1,135 units)3/8/20181,135 393 0.2 
Master Cutlery, LLC (4) (10) (19)
700 Penhorn Ave.
Secaucus, NJ 07094
Sporting and Recreational Goods and Supplies Merchant Wholesalers
Subordinated Debt (6) (11)
13.00% PIK
N/A4/17/20155/25/20249,749 4,680 — — 
Preferred Equity (3,723 Series A units), 8% PIK4/17/20153,483 — — 
Common Equity (15,564 units)4/17/2015— — — 
9,749 8,163 — — 
Pfanstiehl Holdings, Inc. (4) (19) (20)
1219 Glen Rock Ave.
Waukegan, IL 60085
Pharmaceutical Preparation Manufacturing
Common Equity (400 Class A shares)1/1/2014217 70,927 43.8 
TalentSmart Holdings, LLC (10) (13) (19)
731 S. Highway 101, 1L
Solana Beach, CA 92075
Professional and Management Development Training
Common Equity (1,595,238 Class A shares)10/11/20191,595 1,136 0.7 

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Table of Contents
Portfolio Company (1)
Investment Type
IndustryInterest Rate (2) Spread Above
Index (2)
Initial Acquisition DateMaturityPrincipal
Amount
Amortized CostFair Value (3)Percent of
Net Assets
TRS Services, LLC (4) (19)
2105 Skinner Road
Houston, TX 77093
Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance
Preferred Equity (1,937,191 Class A units), 11% PIK12/10/2014$97 $2,507 1.5 %
Common Equity (3,000,000 units) (10)12/10/2014572 1,285 0.8 
669 3,792 2.3 
Total Affiliate Investments$9,749 $19,191 $86,831 53.6 %
Total Investments$420,432 $403,530 $420,287 259.4 %
(1)Equity ownership may be held in shares or units of companies affiliated with the portfolio company. The Company’s investments are generally classified as “restricted securities” as such term is defined under Regulation S-X Rule 6-03(f) or Securities Act Rule 144.
(2)As of December 31, 2023, the