OFS Capital Corp DEFA14A, filed May 24, 2022
OFS Capital Corp (OFS)
DEFA14A
2022-05-24
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October 22, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒ | |||||
Filed by a Party other than the Registrant ☐ | |||||
| Check the appropriate box: | |||||
☐ | Preliminary proxy statement | ||||
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
☐ | Definitive Proxy Statement | ||||
☒ | Definitive Additional Materials | ||||
☐ | Soliciting Material Pursuant to §240.14a-12 | ||||
| OFS Capital Corporation | |||||
| (Name of Registrant as Specified in its Charter) | |||||
| (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) | |||||
| Payment of Filing Fee (Check the appropriate box): | |||||
☒ | No fee required. | ||||
☐ | Fee paid previously with preliminary materials. | ||||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||||
OFS CAPITAL CORPORATION
10 South Wacker Drive, Suite 2500
Chicago, Illinois 60606
(847) 734-2000
May 24, 2022
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 8, 2022 and filed a proxy statement related to the Special Meeting on April 27, 2022. 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. Last year the same proposal was approved by a majority of the stockholders. OFS did not sell any shares below NAV pursuant to the proposal approved by the majority of stockholders at the Company’s 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 the ongoing conflict between Russia and Ukraine and the COVID-19 pandemic 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 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
