Fidus closes exchange offer for 6.625% notes due 2029

Fidus Investment Corporation (NASDAQ: FDUS) closed an exchange offer on October 20, 2026, converting private placement debt into registered securities. The company filed a Form 8-K to report the entry into a material definitive agreement related to the closing of the transaction.

The exchange replaced $120.0 in aggregate principal amount of 6.625% Notes due 2029, originally issued in May 2026, with registered Exchange Notes. Fidus issued the initial restricted notes under a Note Purchase Agreement dated May 29, 2026, in a transaction exempt from registration under the Securities Act of 1933. A registration rights agreement required the company to offer an exchange for registered notes to satisfy its obligations. The Exchange Notes were registered via a Form N-14 statement (File No. 333-297156) and issued under a final prospectus dated September 16, 2026.

Concurrently, Fidus entered into the Seventh Supplemental Indenture with U.S. Bank Trust Company, National Association, acting as trustee. This amendment supplements the Base Indenture dated February 2, 2018. The terms of the Exchange Notes are substantially identical to the original restricted notes. Holders of the initial restricted notes now hold the same aggregate principal amount of Exchange Notes.

The Exchange Notes mature on June 1, 2029. They bear interest at an annual rate of 6.625%, payable semi-annually in arrears on June 1 and December 1, with the first payment due December 1, 2026. The notes are direct unsecured obligations of Fidus, ranking pari passu with existing and future unsecured, unsubordinated indebtedness. This includes the company's 6.750% notes due 2030. The Exchange Notes rank senior to any future preferred stock and expressly subordinated indebtedness but are effectively subordinated to secured indebtedness to the extent of securing asset value. They are also structurally subordinated to the obligations of Fidus subsidiaries, including borrowings under a special purpose vehicle credit facility with ING Capital LLC and debt of its small business investment company subsidiaries.

Redemption terms differ based on timing relative to the Par Call Date of March 1, 2029. Prior to this date, the redemption price equals 100% of the principal plus a prepayment settlement amount. This settlement amount is the excess of the discounted value of remaining scheduled payments over the called principal, floored at zero. On or after the Par Call Date, the redemption price equals 100% of the principal plus accrued and unpaid interest to the redemption date.

A Change of Control Repurchase Event triggers a cash repurchase offer at 100% of the aggregate principal amount plus accrued and unpaid interest, unless Fidus has already exercised its right to redeem the notes in full. The Indenture includes affirmative and negative covenants requiring compliance with the asset coverage ratio mandated by the Investment Company Act of 1940. These covenants are subject to specific limitations and exceptions detailed in the full text of the Seventh Supplemental Indenture.