8-K
OFS Capital Corp (OFS)
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): July 23, 2025
OFS Capital Corporation
(Exact name of Registrant as specified in its charter)
| Delaware | 814-00813 | 46-1339639 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) |
| 222 W. Adams Street, Suite 1850<br><br>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:
| ¨ | 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 |
| 4.95% Notes due 2028 | OFSSH | 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 1.01 – Entry into a Material Definitive Agreement.
On July 23, 2025, OFS Capital Corporation, a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association (the “Trustee”), entered into a Seventh Supplemental Indenture (the “Seventh Supplemental Indenture”) to the Indenture, dated as of April 16, 2018, between the Company and the Trustee (the “Base Indenture”; and together with the Seventh Supplemental Indenture, the “Indenture”), relating to the Company’s issuance of $69,000,000 aggregate principal amount of its 7.50% notes due 2028 (the “Notes”).
The Notes will mature on July 31, 2028, and the Company may redeem the Notes in whole or in part at any time, or from time to time, on or after July 31, 2026 at the redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest. The Notes bear interest at a rate of 7.50% per year payable on January 31, April 30, July 31 and October 31 of each year, commencing on October 31, 2025. The Notes are direct unsecured obligations of the Company and rank pari passu, or equal, with any future unsecured, unsubordinated indebtedness, senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the Notes, effectively subordinated to all of the Company’s existing and future secured indebtedness (including indebtedness that is initially unsecured in respect of which the Company subsequently grants a security interest), to the extent of the value of the assets securing such indebtedness, including, without limitation, borrowings under the Company’s senior secured revolving credit facility with Banc of California, as amended, and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries.
The net proceeds the Company received from the sale of the Notes was approximately $67.32 million based on a public offering price of $25 per Note, after deducting the underwriting discount, commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the offering of the Notes to partially redeem its 4.75% unsecured notes due 2026, of which the Company had $125.0 million outstanding as of July 14, 2025.
The Indenture contains certain covenants including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the Investment Company Act of 1940, as amended (the “1940 Act”), or any successor provisions, but giving effect, in either case, to any exemptive relief granted to the Company by the Securities and Exchange Commission (the “SEC”), to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, after giving effect to any exemptive relief granted to the Company by the SEC and subject to certain other exceptions, and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
The offering of the Notes was made pursuant to the Registration Statement on Form N-2 (File No. 333-278170), the preliminary prospectus filed with the SEC on July 16, 2025, the pricing term sheet filed with the SEC on July 17, 2025 and the final prospectus supplement filed with the SEC on July 17, 2025. The transaction closed on July 23, 2025.
The foregoing descriptions of the Seventh Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Seventh Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.
Item 2.03 – Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits
| (a) | Not applicable. |
|---|---|
| (b) | Not applicable. |
| --- | --- |
| (c) | Not applicable. |
| --- | --- |
| (d) | Exhibits. |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 4.1 | Seventh Supplemental Indenture dated of July 23, 2025 between OFS Capital Corporation and U.S. Bank Trust Company, National Association, as trustee. |
| 4.2 | Form of 7.50% Notes due 2028 (incorporated by reference to Exhibit 4.1 and Exhibit A therein). |
| 5.1 | Opinion of Eversheds Sutherland (US) LLP. |
| 23.1 | Consent of Eversheds Sutherland (US) LLP (incorporated by reference to Exhibit 5.1). |
*****
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OFS CAPITAL CORPORATION | ||
|---|---|---|
| Date: July 23, 2025 | By: | /s/ Bilal Rashid |
| Chief Executive Officer |
Document
Exhibit 4.1
SEVENTH SUPPLEMENTAL INDENTURE
between
OFS CAPITAL CORPORATION
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of July 23, 2025
THIS SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of July 23, 2025, is between OFS Capital Corporation, a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
RECITALS OF THE COMPANY
The Company and the Trustee executed and delivered an Indenture, dated as of April 16, 2018 (the “Base Indenture” and, as supplemented by this Seventh Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of the Company’s debt securities evidencing its secured or unsecured indebtedness (the “Securities”), to be issued in one or more series as provided in the Base Indenture.
The Company desires to initially issue and sell up to $69,000,000 aggregate principal amount (including $9,000,000 aggregate principal amount of the underwriters’ overallotment option to purchase additional Notes exercised in full) of the Company’s 7.50% Notes due 2028 (the “Notes”).
The Company previously entered into the First Supplemental Indenture, dated as of April 16, 2018 (the “First Supplemental Indenture”), and the Second Supplemental Indenture, dated as of October 16, 2018 (the “Second Supplemental Indenture”), and the Third Supplemental Indenture, dated as of October 15, 2019 (the “Third Supplemental Indenture”), and the Fourth Supplemental Indenture, dated as of September 18, 2020 (the “Fourth Supplemental Indenture”), and the Fifth Supplemental Indenture, dated as of February 10, 2021 (the “Fifth Supplemental Indenture”), and the Sixth Supplemental Indenture, dated as of October 28, 2021 (the “Sixth Supplemental Indenture”), each of which supplemented the Base Indenture. Neither the First Supplemental Indenture nor the Second Supplemental Indenture nor the Third Supplemental Indenture nor the Fourth Supplemental Indenture nor the Fifth Supplemental Indenture nor the Sixth Supplemental Indenture is applicable to the Notes.
Sections 901(4) and 901(6) of the Base Indenture provide that, without the consent of Holders of the Securities of any series issued under the Indenture, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Base Indenture to (i) change or eliminate any of the provisions of the Indenture when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and (ii) establish the form or terms of Securities of any series as permitted by Section 201 and Section 301 of the Base Indenture.
The Company desires to establish the form and terms of the Notes and to modify, alter, supplement and change certain provisions of the Base Indenture for the benefit of the Holders of the
Notes (except as may be provided in a future supplemental indenture to the Indenture (each, a “Future Supplemental Indenture”)).
The Company has duly authorized the execution and delivery of this Seventh Supplemental Indenture to provide for the issuance of the Notes and all acts and things necessary to make this Seventh Supplemental Indenture a valid, binding, and legal obligation of the Company and to constitute a valid agreement of the Company, in accordance with its terms, have been done and performed.
NOW, THEREFORE:
For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:
ARTICLE I TERMS OF THE NOTES
Section 1.01. Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “7.50% Notes due 2028”. The Notes shall bear a CUSIP number of 67103B 803 and an ISIN number of US67103B8037, as may be supplemented or replaced from time to time.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906, 1107 or 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $69,000,000 (including $9,000,000 aggregate principal amount of the underwriters’ overallotment option to purchase additional Notes exercised in full). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or a Future Supplemental Indenture, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case, “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes; provided that, if such Additional Notes are not fungible with the Notes (or any other tranche of Additional Notes) for U.S. federal income tax purposes, then such Additional Notes shall have different CUSIP numbers from the Notes (and any such other tranche of Additional Notes). Any Additional Notes and the existing Notes shall constitute a single series under the Indenture, and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on July 31, 2028 unless earlier redeemed or repurchased in accordance with the provisions of the Indenture.
(d) The rate at which the Notes shall bear interest shall be 7.50% per annum. The date from which interest shall accrue on the Notes shall be July 23, 2025, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be January 31, April 30, July 31 and October 31 of each year, commencing October 31, 2025 (provided that, if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment shall be made on the next succeeding Business Day and no additional interest shall accrue as a result of such delayed payment); the initial interest period shall be the period from and including July 23, 2025, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods shall be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, shall be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall
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be January 15, April 15, July 15 and October 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes shall be made at the office of the Trustee located at 111 Fillmore Avenue East, St. Paul, MN 55107, Attention: OFS Capital Corporation (7.50% Notes due 2028) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that, at the request of the registered Holder, the Company will pay the principal of (and premium, if any, on) and interest, if any, on the Notes by wire transfer of immediately available funds to an account at a bank in New York City, on the date when such amount is due and payable and as further set forth in Section 1001 of the Indenture; provided, further, however, that, so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Seventh Supplemental Indenture. Each Global Note shall represent the aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 203 and 305 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depository”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 1402 or Section 1403 of the Base Indenture. Covenant defeasance contained in Section 1403 of the Base Indenture shall apply to the covenants contained in Sections 1007, 1008 and 1009 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 1101 of the Base Indenture and as follows:
(i) The Notes shall be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after July 31, 2026 at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the Redemption Date.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 1104 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes shall be done in compliance with the Indenture and the Investment Company Act, to the extent applicable.
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(iv) If the Company elects to redeem only a portion of the Notes, the Trustee or, with respect to the Global Notes, the Depository shall determine the method for selecting the particular Notes to be redeemed, in accordance with Section 1103 of the Base Indenture, the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed, in each case to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 1201 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes shall not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
ARTICLE II DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 2.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article One of the Base Indenture shall be amended by adding the following defined terms to Section 101 in appropriate alphabetical sequence, as follows:
“‘Exchange Act’ means the Securities Exchange Act of 1934, as amended, and any statute successor thereto.”
“‘GAAP’ means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession in the United States, which are in effect from time to time.”
“‘Investment Company Act’ means the Investment Company Act of 1940, as amended, and the rules, regulations and interpretations promulgated thereunder, to the extent applicable, and any statute successor thereto.”
Section 2.02. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article One of the Base Indenture shall be amended by replacing the definitions of “Business Day” and “Corporate Trust Office” in Section 101 with the following:
“‘Business Day’, when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, means, unless otherwise specified with respect to any Securities pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New York or that Place of Payment or particular location are authorized or obligated by law or executive order to close.”
“‘Corporate Trust Office’ means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof for purposes of Section 1002 only is located at 111 Fillmore Avenue East, St. Paul, MN, 55107, Attention: OFS Capital
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Corporation, and for all other purposes is located at 1735 Market Street, 43rd Floor, Philadelphia, PA 19103, Attention: OFS Capital Corporation, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).”
Section 2.03. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 104 of the Base Indenture shall be amended by replacing clause (d) thereof with the following:
“(d) If the Company shall solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Such record date shall be the record date specified in or pursuant to such Board Resolution, which date shall be a date not earlier than the date thirty (30) days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.”
ARTICLE III REMEDIES
Section 3.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 501 of the Base Indenture shall be amended by replacing clause (2) thereof with the following:
“(2) default in the payment of the principal of (or premium, if any, on) any Security of that series when it becomes due and payable at its Maturity; or”
Section 3.02. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 501 of the Base Indenture shall be amended by replacing clause (6) thereof with the following:
“(6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company in an involuntary case or proceeding, or
(B) adjudges the Company bankrupt or insolvent, or approves as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company, or
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(C) appoints a Custodian of the Company or for all or substantially all of its property, or
(D) orders the winding up or liquidation of the Company,
and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of sixty (60) consecutive days; or”.
ARTICLE IV COVENANTS
Section 4.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall be amended by adding the following new Sections 1007, 1008 and 1009 thereto, each as set forth below:
“Section 1007 Section 18(a)(1)(A) of the Investment Company Act.
The Company hereby agrees that, for the period of time during which Notes are Outstanding, the Company will not violate Section 18(a)(1)(A) as modified by such provisions of Section 61(a) and Section 18(e) of the Investment Company Act, as may be applicable to the Company from time to time, or any successor provisions thereto, whether or not the Company continues to be subject to such provisions of the Investment Company Act, but giving effect, in either case, to any exemptive relief granted to the Company by the Commission.”
“Section 1008. Section 18(a)(1)(B) of the Investment Company Act.
The Company hereby agrees that, for the period of time during which the Notes are Outstanding, the Company shall not declare any dividend (except a dividend payable in stock of the Company), or declare any other distribution, upon a class of the Company’s capital stock, or purchase any such capital stock, unless, in every such case, at the time of the declaration of any such dividend or distribution, or at the time of any such purchase, the Company has an asset coverage (as defined in the Investment Company Act) of at least the threshold specified in Section 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act or any successor provisions thereto of the Investment Company Act, as such obligation may be amended or superseded, after deducting the amount of such dividend, distribution or purchase price, as the case may be, and giving effect, in each case, (i) to any exemptive relief granted to the Company by the Commission and (ii) to any no-action relief granted by the Commission to another business development company (or to the Company if it determines to seek such similar no-action or other relief) permitting the business development company to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act, as such obligation may be amended or superseded, in order to maintain such business development company’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended; provided, however, that the prohibition in this Section 1008 shall not apply until such time as the Company’s asset coverage has been below the minimum asset coverage required pursuant to Section 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act or any successor provisions thereto (after giving effect to any exemptive relief granted to the Company by the Commission) for more than six (6) consecutive months.
“Section 1009. Commission Reports and Reports to Holders.
If, at any time, the Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the Commission, the Company agrees
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to furnish to the Holders of the Notes and the Trustee for the period of time during which the Notes are Outstanding: (i) within ninety (90) days after the end of the each fiscal year of the Company, audited annual consolidated financial statements of the Company and (ii) within forty-five (45) days after the end of each fiscal quarter of the Company (other than the Company’s fourth fiscal quarter), unaudited interim consolidated financial statements of the Company. All such financial statements shall be prepared, in all material respects, in accordance with GAAP.”
ARTICLE V REDEMPTION OF SECURITIES
Section 5.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 1103 of the Base Indenture shall be amended by replacing the first paragraph thereof with the following:
“If less than all the Securities of any series issued on the same day with the same terms are to be redeemed, the particular Securities to be redeemed shall be selected by the Trustee, or by the Depository in the case of global Securities, in compliance with the requirements of DTC, from the Outstanding Securities of such series issued on such date with the same terms not previously called for redemption, in compliance with the requirements of the principal national securities exchange on which the Securities are listed (if the Securities are listed on any national securities exchange), or if the Securities are not held through DTC or listed on any national securities exchange, or DTC prescribed no method of selection, by such method as the Trustee shall deem fair and appropriate and subject to and otherwise in accordance with the procedures of the applicable Depository; provided that such method complies with the rules of any national securities exchange or quotation system on which the Securities are listed, and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than the minimum authorized denomination for Securities of such series.”
ARTICLE VI MEETINGS OF HOLDERS OF SECURITIES
Section 6.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 1505 of the Base Indenture shall be amended by replacing clause (c) thereof with the following:
“(c) At any meeting of Holders, each Holder of a Security of such series or proxy shall be entitled to one vote for each $25.00 principal amount of the Outstanding Securities of such series held or represented by such Holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.”
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ARTICLE VII PAYMENT
Section 7.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 1001 of the Base Indenture shall be amended by adding the following at the end of such Section:
“Alternatively, at the request of the registered Holder, the Company will pay the principal of (and premium, if any, on) and interest, if any, on the Notes by wire transfer of immediately available funds to an account at a bank in New York City, on the date when such amount is due and payable. To request payment by wire transfer, the registered Holder must give the Paying Agent appropriate transfer instructions at least 15 Business Days before the requested payment is due. In the case of any interest payment due on an Interest Payment Date, the instructions must be given by the person who is the registered Holder on the relevant Regular Record Date. Any wire instructions, once properly given, will remain in effect unless and until new instructions are given in accordance with this Section.”
ARTICLE VIII MISCELLANEOUS
Section 8.01. This Seventh Supplemental Indenture and the Notes shall be governed by and construed in accordance with the law of the State of New York without regard to principles of conflicts of laws. This Seventh Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions.
Section 8.02. In case any provision in this Seventh Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 8.03. This Seventh Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Seventh Supplemental Indenture. The exchange of copies of this Seventh Supplemental Indenture and of signature pages by facsimile, .pdf transmission, email or other electronic means shall constitute effective execution and delivery of this Seventh Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission, email or other electronic means shall be deemed to be their original signatures for all purposes.
Section 8.04. The Base Indenture, as supplemented and amended by this Seventh Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and this Seventh Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the Notes. All provisions included in this Seventh Supplemental Indenture supersede any conflicting provisions included in the Base Indenture with respect to the Notes, unless not permitted by law. The Trustee accepts the trusts created by the Base Indenture, as supplemented by this Seventh Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented by this Seventh Supplemental Indenture.
Section 8.05. The provisions of this Seventh Supplemental Indenture shall become effective as of the date hereof.
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Section 8.06. Notwithstanding anything else to the contrary herein, the terms and provisions of this Seventh Supplemental Indenture shall apply only to the Notes and shall not apply to any other series of Securities under the Indenture, and this Seventh Supplemental Indenture shall not and does not otherwise affect, modify, alter, supplement or change the terms and provisions of any other series of Securities under the Indenture, whether now or hereafter issued and Outstanding.
Section 8.07. For the avoidance of doubt, all notices, approvals, consents, requests and any communications hereunder or with respect to the Notes must be in writing (provided that any communication sent to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign or Adobe (or such other digital signature provider as specified in writing to Trustee by the authorized representative), in English. The Company agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.
Section 8.08. The recitals contained herein and in the Notes, except the Trustee’s certificate of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Seventh Supplemental Indenture, the Notes or any Additional Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Seventh Supplemental Indenture, authenticate the Notes and any Additional Notes and perform its obligations hereunder. The Trustee shall not be accountable for the use or application by the Company of the Notes or any Additional Notes or the proceeds thereof. In acting hereunder and with respect to the Notes, the rights, privileges, protections, immunities and benefits afforded to the Trustee under the Base Indenture, including, without limitation, its right to be indemnified, are deemed to be incorporated herein, and shall be enforceable by the Trustee hereunder, in each of its capacities hereunder as if set forth herein in full
9
IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed as of the date first above written.
| OFS CAPITAL CORPORATION |
|---|
| By: /s/ Bilal Rashid |
| Name: Bilal Rashid |
| Title: Chief Executive Officer |
| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee |
| By: /s/ Stacy L. Mitchell |
| Name: Stacy L. Mitchell |
| Title: Vice President |
Exhibit A — Form of Global Note
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND SUCH CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
OFS Capital Corporation
| No. | $ |
|---|---|
| CUSIP No. 67103B 803 | |
| ISIN No. US67103B8037 |
7.50% Notes due 2028
OFS Capital Corporation, a corporation duly organized and existing under the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of (U.S. $ ) on July 31, 2028, and to pay interest thereon from July 23, 2025 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on January 31, April 30, July 31 and October 31 in each year, commencing October 31, 2025, at the rate of 7.50% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be January 15, April 15, July 15 and October 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. This Security may be issued as part of a series.
Payment of the principal of (and premium, if any, on) and any such interest on this Security shall be made at the office of the Trustee located at 111 Fillmore Avenue, St. Paul, MN 55107, Attention: OFS Capital Corporation (7.50% Notes due 2028) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that, at the request of the registered Holder, the Company will pay the principal of (and premium, if any, on) and interest, if any, on the Securities by wire transfer of immediately available funds to an account at a bank in New York City, on the date when such amount is due and payable and as further set forth in Section 1001 of the Indenture; provided further, however, that so long as this Security is registered to Cede & Co., such payment shall be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
A-2
In Witness Whereof, the Company has caused this instrument to be duly executed.
Dated:
| OFS CAPITAL CORPORATION | |
|---|---|
| By: | |
| Name: | |
| Title: | |
| Attest | |
| --- | |
| By: | |
| Name: | |
| Title: Secretary |
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Dated:
| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,<br>as Trustee | |
|---|---|
| By: | |
| Authorized Officer |
OFS Capital Corporation 7.50% Notes due 2028
This Security is one of a duly authorized issue of Senior Securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of April 16, 2018 (herein called the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Base Indenture), and reference is hereby made to the Base Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered, as supplemented by the Seventh Supplemental Indenture, dated as of July 23, 2025, by and between the Company and the Trustee (herein called the “Seventh Supplemental Indenture,” the Seventh Supplemental Indenture and the Base Indenture collectively are herein called the “Indenture”). In the event of any conflict between the Base Indenture and the Seventh Supplemental Indenture, the Seventh Supplemental Indenture shall govern and control.
This Security is one of the series designated on the face hereof, which series is initially limited in aggregate principal amount to $ (or up to $ aggregate principal amount if the underwriters’ overallotment option to purchase additional Securities is exercised in full). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Securities, issue additional Securities of this series (in any such case “Additional Securities”) having the same ranking and the same interest rate, maturity and other terms as the Securities; provided that, if such Additional Securities are not fungible with the Securities (or any other tranche of Additional Securities for U.S. federal income tax purposes, then such Additional Securities will have a different CUSIP numbers from the Securities (and any such other tranche of Additional Securities). Any Additional Securities and the existing Securities will constitute a single series under the Indenture and all references to the relevant Securities herein shall include the Additional Securities unless the context otherwise requires. The aggregate amount of outstanding Securities represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.
The Securities of this series are subject to redemption in whole or in part at any time or from time to time, at the option of the Company, on or after July 31, 2026 at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the Redemption Date.
Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Securities to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 1104 of the Base Indenture.
Any exercise of the Company’s option to redeem the Securities shall be done in compliance with the Indenture and the Investment Company Act, to the extent applicable.
If the Company elects to redeem only a portion of the Securities, the Trustee or, with respect to global Securities, the Depository will determine the method for selecting the particular Securities to be redeemed, in accordance with Section 1.01 of the Seventh Supplemental Indenture and Section 1103 of the Base Indenture. In the event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on the Securities called for redemption.
Holders of Securities do not have the option to have the Securities repaid prior to July 31, 2028.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity, security, or both, reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of indemnity and/or security. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of $25 and any integral multiples of $25 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company, the Trustee, or the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee, or the Security Registrar and any agent of the Company, the Trustee, or the Security Registrar shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustee, the Security Registrar, or any agent thereof shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.
The Indenture and this Security shall be governed by and construed in accordance with the law of the State of New York without regard to principles of conflicts of laws.
Document
| Exhibit 5.1<br><br><br><br>Eversheds Sutherland (US) LLP<br><br>700 Sixth Street NW, Suite 700<br> Washington, DC 20001-3980<br><br>D: +1 202.383.0218<br> F: +1 202.637.3593<br><br>cynthiakrus@eversheds-sutherland.com |
|---|
July 23, 2025
Lucid Capital Markets, LLC
Goldman Sachs & Co. LLC
As Representatives of the several Underwriters
c/o Lucid Capital Markets, LLC
295 Madison Avenue, 39th Floor
New York, New York 10017
c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Ladies and Gentlemen:
We have acted as counsel to each of OFS Capital Corporation, a Delaware corporation (the “Company”), OFS Capital Management, LLC, a Delaware limited liability company (the “Adviser”), and OFS Capital Services, LLC, a Delaware limited liability company (the “Administrator”), in connection with the underwriting agreement, dated July 16, 2025 (the “Underwriting Agreement”), by and among the Company, the Adviser and the Administrator, on the one hand, and Lucid Capital Markets, LLC and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters listed on Schedule I thereto (the “Underwriters”), on the other hand, which Underwriting Agreement relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), and the issuance and sale today of $69,000,000 aggregate principal amount of 7.50% Notes due 2028 (the “Notes”) of the Company, pursuant to the Company’s Registration Statement on Form N-2 (File No. 333-278170) filed under the Securities Act, which Registration Statement was declared effective by the U.S. Securities and Exchange Commission on May 29, 2024 (such Registration Statement at the time it became effective on May 29, 2024, including the information, if any, deemed to be part of the Registration Statement at the time of its effectiveness pursuant to Rule 430B, Rule 430C and Rule 424(b) under the Securities Act, and the documents incorporated by reference therein, the “Registration Statement”). This opinion letter is delivered to you pursuant to Section 7(a) of the Underwriting Agreement.
The Notes are to be issued pursuant to an indenture, dated April 16, 2018 (the “Base Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as
Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.
Ladenburg Thalmann & Co. Inc. Lucid Capital Markets, LLC
As Representatives of the several Underwriters
July 23, 2025 Page 2
trustee (the “Trustee”), as supplemented by the Seventh Supplemental Indenture, dated July 23, 2025 (the “Seventh Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
In connection with rendering this opinion letter, we have examined (i) the Registration Statement, (ii) the preliminary prospectus supplement, dated as of July 16, 2025, relating to the Notes (and together with the documents incorporated by reference therein and the base prospectus, dated as of May 29, 2024 (the “Base Prospectus”), included therein, the “Preliminary Prospectus”), which Preliminary Prospectus omitted certain pricing terms and related information regarding the Notes (the “Pricing Information”) in accordance with Rule 430B under the Securities Act, and (iii) the final prospectus supplement, dated as of July 16, 2025 (and together with the documents incorporated by reference therein and the Base Prospectus included therein, the “Prospectus”), which included the Pricing Information.
In addition, we have examined the originals or copies, certified or otherwise identified to our satisfaction as being true copies, of the following:
(i)the Underwriting Agreement;
(ii)the Amended and Restated Certificate of Incorporation of the Company, as amended by the Certificate of Correction to the Certificate of Incorporation of the Company, certified as of the date hereof by an officer of the Company (the “Certificate of Incorporation”);
(iii)the Bylaws of the Company, certified as of the date hereof by an officer of the Company (the “Bylaws”);
(iv)the Certificate of Formation of the Adviser, certified as of the date hereof by an officer of the Adviser (the “Adviser Certificate of Formation”);
(v)the Limited Liability Company Agreement of the Adviser, certified as of the date hereof by an officer of the Adviser (the “Adviser Operating Agreement”);
(vi)the Certificate of Formation of the Administrator, certified as of the date hereof by an officer of the Administrator (the “Administrator Certificate of Formation,” and together with the Adviser Certificate of Formation, the “Certificates of Formation”);
(vii)the Limited Liability Company Agreement of the Administrator, certified as of the date hereof by an officer of the Administrator (the “Administrator Operating Agreement,” and together with the Adviser Operating Agreement, the “Operating Agreements”);
(viii)the Investment Advisory and Management Agreement, dated November 7, 2012, by and between the Company and the Adviser (the “Advisory Agreement”);
(ix)the Administration Agreement, dated November 7, 2012, between the Company and the Administrator (the “Administration Agreement”);
(x)the Trademark License Agreement between the Company and Orchard First Source Asset Management, LLC, dated November 7, 2012, (the “License Agreement,” and together with the Advisory Agreement and the Administration Agreement, the “Company Agreements”);
Ladenburg Thalmann & Co. Inc. Lucid Capital Markets, LLC
As Representatives of the several Underwriters
July 23, 2025 Page 3
(xi)the Base Indenture;
(xii)the Seventh Supplemental Indenture;
(xiii)the Notes;
(xiv)resolutions adopted by the Board of Directors of the Company, or a duly authorized committee thereof, relating to, among other things, (i) the preparation and filing of the Registration Statement, the Preliminary Prospectus and the Prospectus; (ii) the offering, issuance and sale of the Notes, and the terms and conditions thereof; and (iii) the authorization of the execution and delivery of the Underwriting Agreement, the Indenture and each of the Company Agreements, certified as of the date hereof by an officer of the Company;
(xv)resolutions adopted by the manager of the Adviser relating to, among other things, the authorization of the execution and delivery of the Underwriting Agreement and the Advisory Agreement, certified as of the date hereof by the manager of the Adviser;
(xvi)resolutions adopted by the manager of the Administrator relating to, among other things, the authorization of the execution and delivery of the Underwriting Agreement and the Administration Agreement, certified as of the date hereof by the manager of the Administrator;
(xvii)certificates of Good Standing with respect to the Company, the Adviser and the Administrator issued by the Delaware Secretary of State as of a recent date (each, a “Delaware Certificate of Good Standing”);
(xviii)letters attesting the continued good standing status of the Company, the Adviser and the Administrator as confirmed by the Delaware Secretary of State on July 16, 2025 (together with the respective Delaware Certificate of Good Standing, each a “Delaware Confirmation of Good Standing”); and
(xix)the Opinion Instruments (as defined below).
With respect to such examination and our opinions expressed herein, we have assumed, without any independent investigation or verification:
(a) the genuineness of all signatures on all documents submitted to us for examination;
(b) the legal capacity of all natural persons;
(c) the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies; and
(d) that at the time of issuance of the Notes, after giving effect to such issuance, the Company will be in compliance with Section 18(a)(1) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), giving effect to Section 61(a)(2) and 18(e) of the Investment Company Act.
This opinion letter has been prepared and should be interpreted, in accordance with customary practice followed in the preparation of opinion letters by lawyers who regularly give, and such customary practice followed by lawyers who on behalf of their clients regularly advise opinion recipients regarding, opinion letters of this kind.
Ladenburg Thalmann & Co. Inc. Lucid Capital Markets, LLC
As Representatives of the several Underwriters
July 23, 2025 Page 4
As to certain matters of fact relevant to the opinions in this opinion letter, we have relied on certificates of officers of the Company, the Adviser and the Administrator, and on the representations, warranties and covenants of the Company, the Adviser and the Administrator and you set forth in the Underwriting Agreement. We have also relied on certificates of public officials (which we have assumed remain accurate as of the date of this opinion letter). We have not independently established the facts, or in the case of certificates of public officials, the other statements, so relied upon.
The opinions set forth below are limited to the effect of the federal laws of the United States of America and the laws of the State of New York, in each case, that in our experience are applicable to transactions of the nature contemplated by the Underwriting Agreement or the Company Agreements, as applicable, the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the “DLLCA”), and we express no opinion as to the applicability or effect of any other laws of such jurisdictions or the laws of any other jurisdictions.
In addition, our opinions hereinafter expressed are expressly qualified as follows:
(i) we express no opinion with respect to the provisions of any agreement, including the Underwriting Agreement, insofar as it provides for indemnification for violations of federal or state securities laws or for contribution in respect of actions or liabilities arising out of such violations;
(ii) our opinions regarding the validity, binding effect or enforceability of any document, instrument, agreement or security are subject to bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, and other similar laws affecting the rights and remedies of creditors generally and to general principles of equity (including without limitation the availability of specific performance or injunctive relief and the application of concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding at law or in equity; and
(iii) we express no opinion as to any matters arising under, or the effect of any of, the following: (a) the Foreign Corrupt Practices Act; the Trading with the Enemy Act; any foreign assets control regulations of the United States Treasury Department; the USA PATRIOT Act; Executive Order No. 13,224 (“Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism”) and similar laws and executive orders; (b) state securities laws; (c) except as expressly stated in opinion paragraphs 5, 13 and 14 (only with respect to the Investment Company Act), paragraph 6 (with respect to the Investment Company Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”)), paragraphs 8 and 15, and paragraph 10 (only with respect to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), federal securities laws or (d) except as expressly stated in opinion paragraph 15, federal or state tax, broker-dealer, antitrust, insolvency or anti-fraud laws.
On the basis of and subject to the foregoing, and in reliance thereon, and subject to the limitations and qualifications set forth in this opinion letter, we are of the opinion that:
1.Based solely on the Delaware Confirmation of Good Standing, the Company is a corporation validly existing in good standing under the DGCL.
2.The Company has the corporate power to own its property and to conduct its business as described in the Registration Statement, the Preliminary Prospectus and the
Ladenburg Thalmann & Co. Inc. Lucid Capital Markets, LLC
As Representatives of the several Underwriters
July 23, 2025 Page 5
Prospectus and to execute and deliver, and perform its obligations under, the Underwriting Agreement, the Indenture, and the Notes.
3.Based solely on the respective Delaware Confirmations of Good Standing, each of the Adviser and the Administrator is a limited liability company validly existing in good standing under the DLLCA.
4.Each of the Adviser and the Administrator has the limited liability company power to own its property and to conduct its business as described in the Registration Statement, the Preliminary Prospectus and the Prospectus.
5.The Underwriting Agreement has been duly authorized, executed and delivered by each of the Company, the Adviser and the Administrator, and the Indenture and the Notes have been duly authorized, executed and delivered by the Company, and each such document complies in all material respects with the applicable provisions of the Investment Company Act.
6.The Advisory Agreement complies, in all material respects, with the applicable provisions set forth in Section 205(a)(2) of the Advisers Act and Section 15(a) of the Investment Company Act.
7.The sale and issuance of the Notes has been authorized by the Company and the Notes have been duly authorized, executed and delivered by the Company, and when duly executed, authenticated and delivered by the Trustee in accordance with the terms of the Indenture and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, the Notes will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and the terms of the Indenture and entitled to the benefits of the Indenture.
8.No consent, approval, authorization or order (i) of, or registration, qualification or filing with, any governmental body or agency is required under the DGCL or the federal laws of the United States or (ii) is required under any Opinion Instrument (as defined below) for the issuance and sale of the Notes by the Company in accordance with the terms of the Underwriting Agreement, or the execution or delivery by each of the Company, the Adviser and the Administrator of, or the performance by each of the Company, the Adviser and the Administrator of its respective obligations under, the Underwriting Agreement, the Indenture, the Notes or any of the Company Agreements to which it is a party, except such (a) as have been already obtained under the Securities Act, the Investment Company Act, the Advisers Act or the respective rules or regulations promulgated thereunder, (b) as otherwise may have been already obtained or (c) as may be required under the bylaws, rules and regulations of the Financial Industry Regulatory Authority, Inc. or the Nasdaq Stock Market.
9.The execution and delivery of the Indenture and the Notes by the Company, and the execution and delivery by each of the Company, the Adviser and the Administrator of the Underwriting Agreement and each Company Agreement to which it is a party, does not, and the performance by the Company of its obligations under the Indenture and the Notes and by the each of the Company, the Adviser and the Administrator of their respective obligations under the Underwriting Agreement and each Company Agreement to which it is a party will not:
(a)violate the Certificate of Incorporation or the Bylaws, the Certificates of Formation or the Operating Agreements;
Ladenburg Thalmann & Co. Inc. Lucid Capital Markets, LLC
As Representatives of the several Underwriters
July 23, 2025 Page 6
(b)breach or result in a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, any agreement filed as an exhibit to, or incorporated by reference in, the Registration Statement or identified on Schedule I hereto (each, an “Opinion Instrument”), provided, however, that the foregoing opinion expressly excludes breaches or defaults under any such agreement (i) involving financial covenants or similar provisions requiring financial calculations or determinations to ascertain compliance, (ii) relating to the application of a “material adverse event” or similar words or phrases or (iii) involving any statement or writing that may constitute parol evidence bearing on interpretation or construction; or
(c)violate federal laws of the United States, the laws of the State of New York or the DGCL.
10.The Indenture has been duly qualified under the Trust Indenture Act.
11.The Indenture, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
12.Each of the Company Agreements to which any of the Company, the Adviser or the Administrator is a party has been duly authorized by each of the Company, the Adviser or the Administrator, as applicable, and duly executed and delivered by each of the Company, the Adviser or the Administrator, as applicable, and constitutes a valid and legally binding obligation of each of the Company, the Adviser or the Administrator, as applicable, enforceable against each of the Company, the Adviser or the Administrator, as applicable, in accordance with its terms.
13.Each of the Advisory Agreement and the Underwriting Agreement has been approved by the Board of Directors and the stockholders, if applicable, of the Company in accordance with the procedural requirements of Section 15 of the Investment Company Act.
14.The Company is not and, after giving effect to the offering and sale of the Notes and the application of the proceeds therefrom, will not be required to register as an investment company under the Investment Company Act.
15.The statements in, or incorporated by reference in, each of the Preliminary Prospectus and the Prospectus under the captions “Item 1. Business – Regulation” and “Certain U.S. Federal Income Tax Considerations,” insofar as such statements describe or summarize the legal matters discussed therein, fairly describe or summarize, in all material respects, such legal matters.
We also express no opinion as to any of the following:
(a)provisions that purport to (i) determine, or waive objections to, the forum, venue or jurisdiction of any particular court or other governmental authority or (ii) waive or consent to service of process requirements;
(b)waivers or advance consents that have the effect of waiving (i) legal or equitable defenses (including the obligations of good faith, fair dealing, diligence and reasonableness), (ii) rights to certain damages, (iii) rights to counter claim or set off, (iv) statutes of limitations, (v) rights to the marshalling of assets or similar requirements, (vi) rights to notice or the opportunity to cure failures to perform, (vii) the benefits of statutory, regulatory or constitutional rights, unless and
Ladenburg Thalmann & Co. Inc. Lucid Capital Markets, LLC
As Representatives of the several Underwriters
July 23, 2025 Page 7
to the extent the applicable statute, regulation, or constitution explicitly permits their waiver, and (viii) other benefits to the extent they cannot be waived under applicable law;
(c)provisions imposing (i) increased interest rates (including interest on interest and compounding of interest) or late payment charges upon delinquency in payment or default, (ii) liquidated damages or (iii) premiums on prepayment, acceleration, redemption, cancellation, or termination or other payments in excess of actual damages, to the extent any such payments are deemed to be penalties or forfeitures; or
(d)provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own acts or omissions.
Our opinions regarding the enforceability of any document, instrument, agreement or security with respect to any choice of law provision is given in reliance on, and is limited in scope to, Section 5-1401 of the General Obligations Law of the State of New York, and we express no opinion with respect to any such provision insofar as it exceeds such scope. We express no opinion as to whether a court outside the State of New York would give effect to the choice of New York law provided in any such document, instrument, agreement or security.
The opinions expressed in this opinion letter (a) are strictly limited to the matters stated in this opinion letter, and without limiting the foregoing, no other opinions are to be inferred and (b) are only as of the date of this opinion letter, and we are under no obligation, and do not undertake, to advise the Representatives of the several Underwriters of any change of law or fact that occurs, or of any fact that comes to our attention, after the date of this opinion letter, even though such change or such fact may affect the legal analysis or a legal conclusion in this opinion letter.
This opinion letter (a) is furnished by us as counsel for each of the Company, the Adviser and the Administrator to you as Representatives of the several Underwriters solely for the benefit of the Underwriters in connection with the transactions contemplated by the Underwriting Agreement, and may be relied upon only by you in connection therewith and may not be relied upon by you for any other purpose, (b) may not be relied on by, or furnished to, any other person or entity without our prior written consent and (c) without limiting the foregoing, may not be quoted, published or otherwise disseminated, without in each instance our prior written consent.
Respectfully submitted,
EVERSHEDS SUTHERLAND (US) LLP
By: /s/ Cynthia M, Krus
Cynthia M, Krus, a partner
Ladenburg Thalmann & Co. Inc. Lucid Capital Markets, LLC
As Representatives of the several Underwriters
July 23, 2025 Page 8
Schedule I
•Change in terms to the Business Loan Agreement between OFS Capital Corporation and Pacific Western Bank dated October 31, 2016, filed as Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2016 filed with the U.S. Securities and Exchange Commission on November 4, 2016.
•Commercial Guaranty Agreement among OFS Capital Corporation, OFS Capital WM, LLC, and Pacific Western Bank dated October 31, 2016, filed as Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2016 filed with the U.S. Securities and Exchange Commission on November 4, 2016.
•Business Loan Agreement between OFS Capital Corporation and Pacific Western Bank dated March 7, 2018
•Amendment Four to the Business Loan Agreement between OFS Capital Corporation and Pacific Western Bank dated February 17, 2021
•Change in terms to the Business Loan Agreement between OFS Capital Corporation and Pacific Western Bank dated February 17, 2021
•Commercial Guaranty Agreement among OFS Capital Corporation, OFS Capital WM, LLC, and Pacific Western Bank dated March 7, 2018
•Business Loan Agreement between OFS Capital Corporation and Banc of California, dated April 10, 2019
•Amendment Seven to the Business Loan Agreement between OFS Capital Corporation and Banc of California dated December 15, 2023
•Commercial Guaranty Agreement between among OFS Capital Corporation, OFSCC-MB, Inc., and Banc of California, dated April 10, 2019
•Revolving Credit and Security Agreement by and among OFSCC-FS, LLC, as borrower, the lenders from time to time parties thereto, BNP Paribas, as administrative agent, OFSCC-FS Holdings LLC, as equityholder, OFS Capital Corporation, as servicer, Virtus Group LP, as collateral administrator, and Citibank, N.A., as collateral agent, dated June 20, 2019
•Second Amendment to the Revolving Credit and Security Agreement by and among OFSCC-FS, LLC, as borrower, the lenders from time to time parties thereto, BNP Paribas, as administrative agent, OFSCC-FS Holdings LLC, as equityholder, OFS Capital Corporation, as servicer, and Virtus Group, LP, as collateral administrator, dated February 2, 2023