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10 South Wacker Drive, Suite 2500
Chicago, Illinois 60606
(847) 734-2000

May 29, 2020
To Our Stockholders:
On behalf of the OFS Capital Corporation (“OFS”) team, we hope you are all safe and healthy in these unprecedented times. As you are all aware, OFS will be holding a Special Meeting of Stockholders on June 9, 2020 and filed a proxy statement related to the Special Meeting on April 28, 2020. 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.
In adverse economic environments, companies that have access to capital have a significant advantage. The ongoing spread of the novel coronavirus (COVID-19) has had, and will 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 by the outbreak. We believe that such market conditions may create opportunities to invest in assets at prices that are at discounts to their economic or intrinsic fair value.
However, periods of market disruption and instability, like the one we are experiencing now, 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 three debt offerings. We will continue to take our duties and responsibilities to our stockholders regarding capital markets activities with the upmost 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 (866) 416-0553. 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