Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On October 1, 2021, Fidus Investment Corporation (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") by and among the Company,
Fidus Investment Advisors, LLC and Raymond James & Associates, Inc., as
representative of the several underwriters named in Exhibit A thereto, in
connection with the issuance and sale of $125.0 million aggregate principal
amount of the Company's 3.50% Notes due 2026 (the "Offering"). The closing of
the Offering is expected to occur on October 8, 2021, subject to customary
closing conditions.
The Offering was made pursuant to the Company's effective shelf registration
statement on Form N-2 (Registration No. 333-253525) previously filed with the
Securities and Exchange Commission (the "SEC"), as supplemented by a preliminary
prospectus supplement dated October 1, 2021, a final prospectus supplement dated
October 1, 2021, and the pricing term sheet filed with the SEC on October 1,
2021. This Current Report on Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be any sale of
these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.
The foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report
on Form 8-K and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance SheetArrangement of a Registrant.
The information set forth under Item 1.01 is hereby incorporated by reference
into this Item 2.03.
Item 8.01. Other Events.
Redemption of 6.000% Notes due 2024
On October 1, 2021, the Company caused notices to be issued to the holders of
its 6.000% Notes due 2024 (CUSIP No. 316500 305; NASDAQ: FDUSZ) (the "February
2024 Notes") regarding the Company's exercise of its option to redeem, in whole,
the remaining issued and outstanding February 2024 Notes, pursuant to
Section 1104 of the base indenture dated as of February 2, 2018, between the
Company and U.S. Bank National Association, as trustee (the "Base Indenture"),
and Section 1.01(h) of the Second Supplemental Indenture dated as of February 8,
2019. The Company will redeem $19,000,000 in aggregate principal amount of
issued and outstanding February 2024 Notes on November 2, 2021 (the "February
2024 Notes Redemption Date"). The Notes will be redeemed at 100% of their
principal amount ($25 per Note), plus the accrued and unpaid interest thereon,
through, but excluding, the February 2024 Notes Redemption Date. The February
2024 Notes will be delisted from the Nasdaq Global Select Market in connection
with the consummation of the redemption. 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 5.375% Notes due 2024
On October 1, 2021, the Company caused notices to be issued to the holders of
its 5.375% Notes due 2024 (CUSIP No. 316500 404; NASDAQ: FDUSG) (the "November
2024 Notes") regarding the Company's exercise of its option to redeem, in whole,
all issued and outstanding November 2024 Notes, pursuant to Section 1104 of the
Base Indenture and Section 1.01(h) of the Third Supplemental Indenture dated as
of October 16, 2019. The Company
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will redeem $63,250,000 in aggregate principal amount of issued and outstanding
November 2024 Notes on November 2, 2021 (the "November 2024 Notes
Redemption Date"). The Notes will be redeemed at 100% of their principal amount
($25 per Note), plus the accrued and unpaid interest thereon, through, but
excluding, the November 2024 Notes Redemption Date. The November 2024 Notes will
be delisted from the Nasdaq Global Select Market in connection with the
consummation of the redemption. 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
Number Description
1.1 Underwriting Agreement, dated as of October 1, 2021, by and among
Fidus Investment Corporation, Fidus Investment Advisors, LLC and
Raymond James & Associates, Inc.
99.1 Notice of Redemption of 6.000% Notes due 2024
99.2 Notice of Redemption of 5.375% Notes due 2024
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