UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 10, 2021 (February 10, 2021)
OFS Capital Corporation
(Exact name of Registrant as specified in its charter)
| Delaware | 814-00813 | 46-1339639 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| 10 S. Wacker Drive, Suite 2500 Chicago, Illinois | 60606 | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (847) 734-2000
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, $0.01 par value per share | OFS | The Nasdaq Global Select Market | ||||||||||||
| 6.25% Notes due 2023 | OFSSG | The Nasdaq Global Select Market | ||||||||||||
| 6.375% Notes due 2025 | OFSSL | The Nasdaq Global Select Market | ||||||||||||
| 6.50% Notes due 2025 | OFSSZ | The Nasdaq Global Select Market | ||||||||||||
| 5.95% Notes due 2026 | OFSSI | The Nasdaq Global Select Market | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ¨
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 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. | ||||
Redemption of 6.375% Notes due 2025
On February 10, 2021, OFS Capital Corporation (the “Company”) caused notices to be issued to the holders of its 6.375% Notes due 2025 (CUSIP No. 67103B 308; NASDAQ: OFSSL) (the “6.375% Notes”) regarding the Company’s exercise of its option to redeem all of the issued and outstanding 6.375% Notes, pursuant to Section 1101 of the Indenture dated as of April 16, 2018, between the Company and U.S. Bank National Association, as trustee, and Section 1.01(h) of the First Supplemental Indenture dated as of April 16, 2018. The Company will redeem all $50,000,000 in aggregate principal amount of the 6.375% Notes on March 12, 2021 (the “Redemption Date”). The 6.375% Notes will be redeemed at 100% of their principal amount ($25 per Note), plus the accrued and unpaid interest thereon from January 31, 2021, through, but excluding, the Redemption Date. The aggregate amount of accrued interest to be paid will be approximately $363,021 (or approximately $0.18151 on each $25 principal amount of the Notes). A copy of the notice of redemption is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Redemption of 6.50% Notes due 2025
On February 10, 2021, the Company caused notices to be issued to the holders of its 6.50% Notes due 2025 (CUSIP No. 67103B 407; NASDAQ: OFSSZ) (the “6.50% Notes”) regarding the Company’s exercise of its option to redeem all of the issued and outstanding 6.50% Notes, pursuant to Section 1101 of the Indenture dated as of April 16, 2018, between the Company and U.S. Bank National Association, as trustee, and Section 1.01(h) of the Second Supplemental Indenture dated as of October 16, 2018. The Company will redeem all $48,525,000 in aggregate principal amount of the 6.50% Notes on the Redemption Date. The 6.50% Notes will be redeemed at 100% of their principal amount ($25 per Note), plus the accrued and unpaid interest thereon from January 31, 2021, through, but excluding, the Redemption Date. The aggregate amount accrued interest to be paid will be approximately $359,220 (or approximately $0.185069 on each $25 principal amount of the Notes). A copy of the notice of redemption is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
| Exhibit No. | Description | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OFS CAPITAL CORPORATION | ||||||||
| Dated: February 10, 2021 | By: | /s/ Bilal Rashid | ||||||
| Chief Executive Officer | ||||||||
Exhibit 99.1
NOTICE OF REDEMPTION TO THE HOLDERS OF THE
6.375% Notes due 2025
of OFS Capital Corporation
(CUSIP No. 67103B 308; NASDAQ: OFSSL)*
Redemption Date: March 12, 2021
NOTICE IS HEREBY GIVEN, pursuant to Section 1101 of the Indenture dated as of April 16, 2018 (the “Base Indenture”), between OFS Capital Corporation, a Delaware corporation (the “Company”), and U.S. Bank National Association (the “Trustee), and Section 1.01(h) of the First Supplemental Indenture dated as of April 16, 2018 (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), that the Company is electing to exercise its option to redeem, in full, the 6.375% Notes due 2025 (the “Notes”). The Company will redeem all of the issued and outstanding Notes (approximately $50,000,000 in aggregate principal amount) in full on March 12, 2021 (the “Redemption Date”). The redemption price for the Notes equals $25 in principal amount per Note being redeemed (or approximately $50,000,000 in aggregate principal amount of the Notes), plus the accrued and unpaid interest thereon from January 31, 2021, through, but excluding, the Redemption Date (the “Redemption Payment”). The aggregate accrued interest on the Notes payable on the Redemption Date will be approximately $363,021 (or approximately $0.18151 on each $25 principal amount of the Notes).
On the Redemption Date, the Redemption Payment will become due and payable to the Holders of the Notes. Interest on the approximately $50,000,000 in principal amount of Notes being redeemed will cease to accrue on and after the Redemption Date. Unless the Company defaults in paying the Redemption Payment with respect to such Notes, the only remaining right of the Holders with respect to such Notes will be to receive payment of the Redemption Payment upon presentation and surrender of such Notes to the Trustee in its capacity as Paying Agent. Notes held in book-entry form will be redeemed and the Redemption Payment with respect to such Notes will be paid in accordance with the applicable procedures of The Depository Trust Company.
Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Indenture.
Questions relating to this notice of redemption should be directed to U.S. Bank National Association as Trustee via telephone at 1-800-934-6802. Payment of the Redemption Payment to the Holders will be made upon presentation and surrender of the Notes in the following manner:
| If by Mail, Hand or Overnight Mail: | ||||||||||||||
| U.S. Bank National Association | ||||||||||||||
| Global Corporate Trust | ||||||||||||||
| 111 Fillmore Avenue E. | ||||||||||||||
| St. Paul, MN 55107 | ||||||||||||||
| Attention: OFS Capital Corporation (6.375% Notes Due 2025) | ||||||||||||||
*The CUSIP number has been assigned to this issue by organizations not affiliated with the Company or the Trustee and is included solely for the convenience of the noteholders. Neither the Company nor the Trustee shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to the correctness or accuracy of the same on the Notes or as indicated in this Notice of Redemption.
NOTICE
Under U.S. federal income tax law, the Trustee or other withholding agent may be required to withhold twenty-four percent (24%) of any gross payment to a holder who fails to provide a taxpayer identification number and other required certifications. To avoid backup withholding, please complete a Form W-9 or an appropriate Form W-8, as applicable, which should be furnished in connection with the presentment and surrender of the Notes called for redemption. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder’s U.S. federal income tax liability provided the required information is furnished to the Internal Revenue Service. Holders should consult their tax advisors regarding the withholding and other tax consequences of the redemption.
| OFS Capital Corporation | ||||||||||||||
| Dated: February 10, 2021 | By: U.S. Bank National Association as Trustee and Paying Agent | |||||||||||||
Exhibit 99.2
NOTICE OF REDEMPTION TO THE HOLDERS OF THE
6.50% Notes due 2025
of OFS Capital Corporation
(CUSIP No. 67103B 407; NASDAQ: OFSSZ)*
Redemption Date: March 12, 2021
NOTICE IS HEREBY GIVEN, pursuant to Section 1101 of the Indenture dated as of April 16, 2018 (the “Base Indenture”), between OFS Capital Corporation, a Delaware corporation (the “Company”), and U.S. Bank National Association (the “Trustee), and Section 1.01(h) of the Second Supplemental Indenture dated as of October 16, 2018 (the “Second Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), that the Company is electing to exercise its option to redeem, in full, the 6.50% Notes due 2025 (the “Notes”). The Company will redeem all of the issued and outstanding Notes (approximately $48,525,000 in aggregate principal amount) in full on March 12, 2021 (the “Redemption Date”). The redemption price for the Notes equals $25 in principal amount per Note being redeemed (or approximately $48,525,000 in aggregate principal amount of the Notes), plus the accrued and unpaid interest thereon from January 31, 2021, through, but excluding, the Redemption Date (the “Redemption Payment”). The aggregate accrued interest on the Notes payable on the Redemption Date will be approximately $359,220 (or approximately $0.185069 on each $25 principal amount of the Notes).
On the Redemption Date, the Redemption Payment will become due and payable to the Holders of the Notes. Interest on the approximately $48,525,000 in principal amount of Notes being redeemed will cease to accrue on and after the Redemption Date. Unless the Company defaults in paying the Redemption Payment with respect to such Notes, the only remaining right of the Holders with respect to such Notes will be to receive payment of the Redemption Payment upon presentation and surrender of such Notes to the Trustee in its capacity as Paying Agent. Notes held in book-entry form will be redeemed and the Redemption Payment with respect to such Notes will be paid in accordance with the applicable procedures of The Depository Trust Company.
Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Indenture.
Questions relating to this notice of redemption should be directed to U.S. Bank National Association as Trustee via telephone at 1-800-934-6802. Payment of the Redemption Payment to the Holders will be made upon presentation and surrender of the Notes in the following manner:
| If by Mail, Hand or Overnight Mail: | ||||||||||||||
| U.S. Bank National Association | ||||||||||||||
| Global Corporate Trust | ||||||||||||||
| 111 Fillmore Avenue E. | ||||||||||||||
| St. Paul, MN 55107 | ||||||||||||||
| Attention: OFS Capital Corporation (6.50% Notes Due 2025) | ||||||||||||||
*The CUSIP number has been assigned to this issue by organizations not affiliated with the Company or the Trustee and is included solely for the convenience of the noteholders. Neither the Company nor the Trustee shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to the correctness or accuracy of the same on the Notes or as indicated in this Notice of Redemption
.
NOTICE
Under U.S. federal income tax law, the Trustee or other withholding agent may be required to withhold twenty-four percent (24%) of any gross payment to a holder who fails to provide a taxpayer identification number and other required certifications. To avoid backup withholding, please complete a Form W-9 or an appropriate Form W-8, as applicable, which should be furnished in connection with the presentment and surrender of the Notes called for redemption. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder’s U.S. federal income tax liability provided the required information is furnished to the Internal Revenue Service. Holders should consult their tax advisors regarding the withholding and other tax consequences of the redemption.
| OFS Capital Corporation | ||||||||||||||
| Dated: February 10, 2021 | By: U.S. Bank National Association as Trustee and Paying Agent | |||||||||||||