0001487918-25-000067.txt : 20250717 0001487918-25-000067.hdr.sgml : 20250717 20250716175836 ACCESSION NUMBER: 0001487918-25-000067 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250717 DATE AS OF CHANGE: 20250716 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OFS Capital Corp CENTRAL INDEX KEY: 0001487918 ORGANIZATION NAME: EIN: 461339639 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-278170 FILM NUMBER: 251128298 BUSINESS ADDRESS: STREET 1: 222 WEST ADAMS STREET STREET 2: SUITE 1850 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 847-734-2000 MAIL ADDRESS: STREET 1: 222 WEST ADAMS STREET STREET 2: SUITE 1850 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: OFS Capital, LLC DATE OF NAME CHANGE: 20100324 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OFS Capital Corp CENTRAL INDEX KEY: 0001487918 ORGANIZATION NAME: EIN: 461339639 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 222 WEST ADAMS STREET STREET 2: SUITE 1850 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 847-734-2000 MAIL ADDRESS: STREET 1: 222 WEST ADAMS STREET STREET 2: SUITE 1850 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: OFS Capital, LLC DATE OF NAME CHANGE: 20100324 FWP 1 ofsccbabybondfwptermsheet7.htm FWP Document

 
Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated July 16, 2025
Relating to Preliminary Prospectus Supplement dated July 16, 2025 and
Prospectus dated May 29, 2024
Registration No. 333-278170
 
OFS CAPITAL CORPORATION
 
$60,000,000
7.50% Notes due 2028
 
PRICING TERM SHEET
July 16, 2025
 
The following sets forth the final terms of the 7.50% Notes due 2028 (the “Notes”) and should only be read together with the preliminary prospectus supplement, dated July 16, 2025, together with the accompanying prospectus dated May 29, 2024, relating to these securities (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars.
 
Issuer OFS Capital Corporation (the “Company”)
   
Security 
7.50% Notes due 2028
Rating* BBB (Egan Jones)
   
Initial Aggregate Principal Amount Offered 
$60,000,000
Over-Allotment Option
$9,000,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, if any.
Initial Public Offering Price100% of aggregate principal amount ($25 per Note)
Principal Payable at Maturity100% of the aggregate principal amount
Type of NoteFixed-rate note
ListingThe Company intends to list the Notes on The Nasdaq Global Select Market within 30 days of the original issue date under the trading symbol “OFSSO”.
Maturity July 31, 2028



Interest Rate7.50% per year
Underwriting Discount2.00% (or $1,200,000) total assuming the over-allotment option is not exercised)
Net Proceeds to the Issuer, before Expenses
98.00% (or $58,800,000 total assuming the over-allotment option is not exercised)
Day Count Basis360-day year of twelve 30-day months
Trade Date July 16, 2025
Settlement Date**
July 23, 2025 (T+5)
Date Interest Starts AccruingJuly 23, 2025
Interest Payment Dates 
January 31, April 30, July 31, and October 31, commencing October 31, 2025. If an interest payment date falls on a non-business day, the applicable interest payment will be made on the next business day and no additional interest will accrue as a result of such delayed payment. 
Interest Periods
The initial interest period will be the period from and including July 23, 2025, to, but excluding, the initial interest payment date, and the subsequent interest periods will be the periods from and including an interest payment date to, but excluding, the next interest payment date or the stated maturity date, as the case may be.
Specified CurrencyU.S. Dollars
Use of ProceedsTo partially redeem the Company’s 4.75% Notes due 2026.
   
Business DayEach Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in the City of New York or another place of payment are authorized or obligated by law or executive order to close.
Optional Redemption The Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after July 31, 2026 upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of 100% of the outstanding principal amount of the Notes plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
    
Denomination 
The Company will issue the Notes in denominations of $25 and integral multiples of $25 in excess thereof. 
CUSIP 
67103B 803
ISIN 
US67103B8037
Joint Book-Running Managers 
Lucid Capital Markets, LLC
Goldman Sachs & Co. LLC
Trustee, Paying Agent, and Security RegistrarU.S. Bank Trust Company, National Association

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* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.



** Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the first business day before delivery thereof will be required, by virtue of the fact that the Notes initially will settle T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors.

Investors are advised to carefully consider the investment objectives, risks, charges and expenses of the Company before investing. The Preliminary Prospectus, which has been filed with the U.S. Securities and Exchange Commission (“SEC”), contains this and other information about the Company and should be read carefully before investing.

The information in this pricing term sheet, the Preliminary Prospectus, and the pricing press release is not complete and may be changed. This pricing term sheet, the Preliminary Prospectus and the pricing press release are not offers to sell any securities of the Company and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted.

A shelf registration statement relating to these securities is on file with, and has been declared effective by, the SEC. Before you invest, you should read the Preliminary Prospectus, the accompanying prospectus, and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus and the accompanying prospectus if you request it from Lucid Capital Markets, LLC, 570 Lexington Ave, 40th Floor, New York, New York 10022 or Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, New York 10282, email: Prospectus-ny@ny.email.gs.com, tel: 1-866-471-2526.



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