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OFS Capital Corporation
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10 South Wacker Drive, Suite 2500
Chicago, Illinois 60606
(847) 734-2000
May 30, 2024
To Our Stockholders:
As you are all aware, OFS Capital Corporation (“OFS” or the “Company”) will be holding a Special Meeting of Stockholders on June 5, 2024 and filed a proxy statement related to the Special Meeting on April 24, 2024. At the Special Meeting we are asking stockholders to vote on a proposal authorizing the Company, with the approval of our board of directors, to issue shares of our common stock at a price below our then-current NAV per share, subject to certain conditions set forth in the proxy statement.
While we have no intention to do so in the near term, we are seeking the flexibility to sell common stock at a price below NAV because we believe there could be moments in time when doing so would be in the best interest of our stockholders. The same proposal was approved by a majority of the stockholders in each of the last four years. OFS did not sell any shares below NAV pursuant to the proposal approved by the majority of stockholders at the Company’s 2023, 2022, 2021 and 2020 Special Meetings of Stockholders.
From time to time, global capital markets may experience periods of disruption and instability. The economic effects 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 and a shutdown of U.S. government services have had, and may continue to have, a material adverse impact on the global economy, including the United States, as cross border commercial activity and market sentiment have been negatively impacted. We believe that attractive investment opportunities may present themselves during this volatile period and during other periods of market volatility, including opportunities to make acquisitions of other companies or investment portfolios at compelling values.
Periods of market disruption and instability may adversely affect the Company's access to sufficient debt and equity capital. In addition, the debt capital that will be available, if any, may be at a higher cost and on less favorable terms and conditions in the future. Stockholder approval of the proposal to sell shares of our common stock below NAV would provide the Company with the flexibility to raise equity capital to invest in such attractive investment opportunities, which typically need to be made expeditiously.
We believe that having the flexibility to access the capital markets in these types of environments is an important tool that can help us drive stockholder value during periods of market distress, and we are committed to doing so should we be given the opportunity.
Since our initial public offering in November 2012, we have only had one follow-on equity offering and seven debt offerings. We will continue to take our duties and responsibilities to our stockholders regarding capital markets activities with the utmost seriousness — one of the most important decisions we make.
Attached is a presentation that walks through our thought process and financial framework for this proposal. For assistance voting your OFS shares, please call D.F. King toll-free at (888) 626-0988. We would also welcome the opportunity to discuss at your convenience.
Thank you for your ongoing support of, and continued interest in, OFS.
Sincerely yours,
Bilal Rashid
Chairman of the Board of Directors and Chief Executive Officer