Filed pursuant to Rule
File No. 333-236574
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PROSPECTUS SUPPLEMENT (To Prospectus dated June 1, 2020, as supplemented by the Prospectus Supplement dated June 4, 2020, the Prospectus Supplement dated August 7, 2020, the Prospectus Supplement dated November 6, 2020, the Prospectus Supplement dated February 5, 2021, the Prospectus Supplement dated August 11, 2021, the Prospectus Supplement dated November 4, 2021, the Prospectus Supplement dated February 7, 2022, the Prospectus Supplement dated May 18, 2022, the Prospectus Supplement dated August 5, 2022, the Prospectus Supplement dated September 9, 2022, the Prospectus Supplement dated November 9, 2022, the Prospectus Supplement dated February 7, 2023 and the Prospectus Supplement dated May 19, 2023) |
August 7, 2023 |
$750,000,000
Common Stock
This prospectus supplement contains information which amends, supplements and modifies certain information contained in the prospectus dated June 1, 2020 (the “Base Prospectus”) as supplemented by the prospectus supplement dated June 4, 2020 (the “June 2020 Prospectus Supplement”), the prospectus supplement dated August 7, 2020 (the “August 2020 Prospectus Supplement”), the prospectus supplement dated November 6, 2020 (the “November 2020 Prospectus Supplement”), the prospectus supplement dated February 5, 2021 (the “February 2021 Prospectus Supplement”), the prospectus supplement dated August 11, 2021 (the “August 2021 Prospectus Supplement”), the prospectus supplement dated November 4, 2021 (the “November 2021 Prospectus Supplement”), the prospectus supplement dated February 7, 2022 (the “February 2022 Prospectus Supplement”), the prospectus supplement dated May 18, 2022 (the “May 2022 Prospectus Supplement”), the prospectus supplement dated August 5, 2022 (the “August 2022 Prospectus Supplement”), the prospectus supplement dated September 9, 2022 (the “September 2022 Prospectus Supplement”), the prospectus supplement dated November 9, 2022 (the “November 2022 Prospectus Supplement”), the prospectus supplement dated February 7, 2023 (the “February 2023 Prospectus Supplement”) and the prospectus supplement dated May 19, 2023 (the “May 2023 Prospectus Supplement,” and together with this prospectus supplement and the Base Prospectus, the “Prospectus”), which relate to the sale of shares of common stock of Oxford Lane Capital Corp. (the “Company”) in an “at-the-market” offering pursuant to an Amended and Restated Equity Distribution Agreement dated September 9, 2022 (the “Amended Equity Distribution Agreement”), with Ladenburg Thalmann & Co. Inc. (the “Distribution Agent”). The Company’s investment adviser, Oxford Lane Management, LLC (the “Adviser”), has agreed to pay to the Distribution Agent, if necessary, a supplemental payment per share that will reflect the difference between the public offering price per share and the net proceeds per share received by the Company in this offering such that the net proceeds per share received by the Company (before expenses) are not below the Company’s then current net asset value per share.
You should carefully read the entire Prospectus before investing in our common stock. You should also review the information set forth under the “Risk Factors” section beginning on page 22 of the Base Prospectus and in our subsequent filings with the Securities and Exchange Commission that are incorporated by reference into the Prospectus, before investing.
The terms “Oxford Lane,” the “Company,” “we,” “us” and “our” generally refer to Oxford Lane Capital Corp.
PRIOR SALES PURSUANT TO THE “AT THE MARKET” OFFERING
From June 4, 2020 to August 4, 2023, we sold a total of 101,544,207 shares of common stock pursuant to the “at-the-market” offering. The total amount of capital raised as a result of these sales of common stock was approximately $640.4 million and net proceeds were approximately $632.6 million, after deducting the sales agent’s commissions and offering expenses.
JULY 2023 FINANCIAL UPDATE
On August 4, 2023, we announced the following net asset value (“NAV”) estimate as of July 31, 2023.
| ● | Management’s unaudited estimate of the range of the NAV per share of our common stock as of July
31, 2023 is between $ |
| ● | As of July 31, 2023, the Company had approximately
|
The fair value of the Company’s portfolio investments may be materially impacted after July 31, 2023 by circumstances and events that are not yet known. To the extent the Company’s portfolio investments are impacted by market volatility in the U.S. or worldwide, the Company may experience a material impact on its future net investment income, the fair value of its portfolio investments, its financial condition and the financial condition of its portfolio investments. Investing in our securities involves a number of significant risks. For a discussion of the additional risks applicable to an investment in our securities, please refer to the section titled “Risk Factors” in our prospectus and the note titled “Risks and Uncertainties” in our most recent annual report or semi-annual report, as applicable.
The preliminary financial data included in this prospectus supplement has been prepared by, and is the responsibility of, Oxford Lane Capital Corp.’s management. PricewaterhouseCoopers LLP has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference relates to the Company's previously issued financial statements. It does not extend to the preliminary financial data and should not be read to do so.
FIRST QUARTER FINANCIAL HIGHLIGHTS AND RESULTS
| ● | On July 27, 2023, our Board of Directors declared the following distributions on our common stock: |
| Month Ending | Record Date | Payment Date | Amount Per Share |
| October 31, 2023 | October 17, 2023 | October 31, 2023 | $0.08 |
| November 30, 2023 | November 16, 2023 | November 30, 2023 | $0.08 |
| December 31, 2023 | December 15, 2023 | December 29, 2023 | $0.08 |
| ● | Net asset value (“NAV”) per share as of June 30, 2023 stood at $4.34, compared with a NAV per share on March 31, 2023 of $4.61. |
| ● | Net investment income (“NII”), calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), was approximately $42.0 million, or $0.24 per share, for the quarter ended June 30, 2023. |
| ● | Our core net investment income (“Core NII”) was approximately $75.0 million, or $0.43 per share, for the quarter ended June 30, 2023. |
| o | Core NII represents NII adjusted for additional applicable cash distributions received, or entitled to be received (if any, in either case), on our collateralized loan obligation (“CLO”) equity investments. See additional information under “Supplemental Information Regarding Core Net Investment Income” below. |
| o | We emphasize that our taxable income may differ materially from our GAAP NII and/or our Core NII, and that neither GAAP NII nor Core NII should be relied upon as indicators of our taxable income. |
| ● | Total investment income for the quarter ended June 30, 2023 amounted to approximately $70.5 million, which represented an increase of approximately $4.0 million from the quarter ended March 31, 2023. |
| o | For the quarter ended June 30, 2023 we recorded investment income from our portfolio as follows: |
| ◾ | Approximately $66.2 million from our CLO equity and CLO warehouse investments, and |
| ◾ | Approximately $4.3 million from our CLO debt investments and other income. |
| ● | Our total expenses for the quarter ended June 30, 2023 were approximately $28.5 million, compared with total expenses of approximately $29.0 million for the quarter ended March 31, 2023. |
| ● | As of June 30, 2023, the following metrics applied (note that none of these metrics represented a total return to shareholders): |
| o | The weighted average yield of our CLO debt investments at current cost was 18.1%, up from 18.0% as of March 31, 2023. |
| o | The weighted average effective yield of our CLO equity investments at current cost was 16.0%, up from 15.8% as of March 31, 2023. |
| o | The weighted average cash distribution yield of our CLO equity investments at current cost was 24.6%, up from 16.5% as of March 31, 2023. |
| ● | For the quarter ended June 30, 2023, we recorded a net decrease in net assets resulting from operations of approximately $14.8 million, or $0.08 per share, comprised of: |
| o | NII of approximately $42.0 million; |
| o | Net realized losses of approximately $1.3 million; and |
| o | Net unrealized depreciation of approximately $55.5 million. |
| ● | During the quarter ended June 30, 2023, we made additional investments of approximately $111.9 million, and received approximately $69.7 million from sales and repayments of our CLO investments. |
| ● | For the quarter ended June 30, 2023, we issued a total of approximately 12.1 million shares of common stock pursuant to an “at-the-market” offering. After deducting the sales agent’s commissions and offering expenses, this resulted in net proceeds of approximately $60.2 million. The common stock issuance resulted in net accretion to shareholders of approximately $0.03 per share of NAV for the quarter. As of June 30, 2023, we had approximately 185.3 million shares of common stock outstanding. |
| ● | On July 27, 2023, our Board of Directors declared the required monthly dividends on our 6.75% Series 2024 Term Preferred Shares, 6.25% Series 2027 Term Preferred Shares, 6.00% Series 2029 Term Preferred Shares, and 7.125% Series 2029 Term Preferred Shares as follows: |
|
Preferred Shares Type |
Per Share Dividend Amount Declared |
Record Dates | Payment Dates |
| 6.75% - Series 2024 | $ 0.14062500 | September 15, 2023, October 17, 2023, November 16, 2023 |
September 29, 2023, October 31, 2023, November 30, 2023 |
| 6.25% - Series 2027 | $ 0.13020833 | September 15, 2023, October 17, 2023, November 16, 2023 |
September 29, 2023, October 31, 2023, November 30, 2023 |
| 6.00% - Series 2029 | $ 0.12500000 | September 15, 2023, October 17, 2023, November 16, 2023 |
September 29, 2023, October 31, 2023, November 30, 2023 |
| 7.125% - Series 2029 | $ 0.14843750 | September 15, 2023, October 17, 2023, November 16, 2023 |
September 29, 2023, October 31, 2023, November 30, 2023 |
In accordance with their terms, each of the 6.75% Series 2024 Term Preferred Shares, 6.25% Series 2027 Term Preferred Shares, 6.00% Series 2029 Term Preferred Shares, and 7.125% Series 2029 Term Preferred Shares will pay a monthly dividend at a fixed rate of 6.75%, 6.25%, 6.00% and 7.125%, respectively, of the $25.00 per share liquidation preference, or $1.6875, $1.5625, $1.5000 and $1.78125 per share per year, respectively. This fixed annual dividend rate is subject to adjustment under certain circumstances, but will not, in any case, be lower than 6.75%, 6.25%, 6.00% and 7.125% per year, respectively, for each of the 6.75% Series 2024 Term Preferred Shares, 6.25% Series 2027 Term Preferred Shares, 6.00% Series 2029 Term Preferred Shares and 7.125% Series 2029 Term Preferred Shares.
Supplemental Information Regarding Core Net Investment Income
We provide information relating to Core NII (a non-GAAP measure) on a supplemental basis. This measure is not provided as a substitute for GAAP NII, but in addition to it. Our non-GAAP measures may differ from similar measures by other companies, even in the event of similar terms being utilized to identify such measures. Core NII represents GAAP NII adjusted for additional applicable cash distributions received, or entitled to be received (if any, in either case), on our CLO equity investments. Oxford Lane’s management uses this information in its internal analysis of results and believes that this information may be informative in assessing the quality of Oxford Lane’s financial performance, identifying trends in its results and providing meaningful period-to-period comparisons.
Income from investments in the “equity” class securities of CLO vehicles, for GAAP purposes, is recorded using the effective interest method; this is based on an effective yield to the expected redemption utilizing estimated cash flows, at current cost, including those CLO equity investments that have not made their inaugural distribution for the relevant period end. The result is an effective yield for the investment in which the respective investment’s cost basis is adjusted quarterly based on the difference between the actual cash received, or distributions entitled to be received, and the effective yield calculation. Accordingly, investment income recognized on CLO equity securities in the GAAP statement of operations differs from the cash distributions actually received by the Company during the period (referred to below as “CLO equity adjustments”).
Furthermore, in order for the Company to continue qualifying as a regulated investment company for tax purposes, we are required, among other things, to distribute at least 90% of our investment company taxable income annually. While Core NII may provide a better indication of our estimated taxable income than GAAP NII during certain periods, we can offer no assurance that will be the case, however, as the ultimate tax character of our earnings cannot be determined until after tax returns are prepared at the close of a fiscal year. We note that this non-GAAP measure may not serve as a useful indicator of taxable earnings, particularly during periods of market disruption and volatility, and, as such, our taxable income may differ materially from our Core NII.
The following table provides a reconciliation of GAAP NII to Core NII for the three months ended June 30, 2023:
| Three Months Ended | ||||||||
| June 30, 2023 | ||||||||
| Amount | Per Share Amount | |||||||
| GAAP net investment income | $ | 41,986,780 | $ | 0.24 | ||||
| CLO equity adjustments | 32,984,812 | 0.19 | ||||||
| Core net investment income | $ | 74,971,592 | $ | 0.43 | ||||