Fidus Investment Corporation (NASDAQ:FDUS) (“Fidus” or the
“Company”) today announced that, in connection with its previously
disclosed registered public offering of $60.0 million aggregate
principal amount of its 6.00% notes due 2024 (the “Existing Notes”)
that closed on February 8, 2019, the underwriters of such offering
have exercised their overallotment option in full to purchase an
additional $9.0 million aggregate principal amount of its 6.00%
notes due 2024 (the “Additional Notes” and together with the
Existing Notes, the “Notes”). The total net proceeds to the Company
from the offering of the Notes is approximately $66.5 million based
on a public offering price of 100% of the aggregate principal
amount of the Notes, after deducting payment of underwriting
discounts and commissions and estimated offering expenses payable
by the Company.
The Existing Notes started trading on The Nasdaq
Global Select Market under the trading symbol “FDUSZ” on February
11, 2019, and the Additional Notes will trade with the Existing
Notes under the same trading symbol.
The Notes will mature on February 15,
2024 and may be redeemed in whole or in part at any time, or
from time to time, at the Company’s option on or after February 15,
2021 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 equal
to 100% of the outstanding principal amount of the Notes to be
redeemed plus accrued and unpaid interest payments otherwise
payable thereon for the then-current quarterly interest period
accrued to the date fixed for redemption. The Notes will bear
interest at a rate of 6.00% per year, payable quarterly on February
15, May 15, August 15 and November 15 of each year,
beginning on May 15, 2019. The Notes were rated “A-”* by Egan-Jones
Ratings Company.
As previously disclosed, the Company intends to
use the net proceeds from this offering to repay outstanding
indebtedness under its existing credit facility with ING Capital
LLC. However, the
Company may re-borrow under its credit facility
and use such borrowings to invest in lower middle-market companies
in accordance with its investment objective and strategies and for
working capital and general corporate purposes. As of
February 4, 2019, the Company had $75.0 million of
indebtedness outstanding under its credit facility. The credit
facility matures on June 16, 2019, and borrowings under the
credit facility currently bear interest on a per annum basis equal
to (i) the alternate base rate plus 2.5% or (ii) the
applicable LIBOR, which varies depending on the period of the
borrowing under the credit facility, plus 3.5%. The alternate
base rate is equal to the greater of (i) prime rate,
(ii) the federal funds rate plus 0.5% or (iii) the
three-month LIBOR plus 1.0%.
Keefe, Bruyette &
Woods, A Stifel Company, is acting as sole bookrunner for
the offering. BB&T Capital Markets, Janney Montgomery Scott and
Ladenburg Thalmann are
acting as co-leads for the offering. B. Riley
FBR and William Blair are
acting as co-managers for the offering.
Investors are advised to carefully
consider the investment objectives, risks and charges and expenses
of the Company before investing. The prospectus supplement dated
February 5, 2019, and the accompanying prospectus dated May 2,
2018, each of which has been filed with the U.S. Securities and
Exchange Commission, contain this and other information about the
Company and should be read carefully before investing.
The prospectus supplement, the accompanying
prospectus, and this press release are not offers to sell or the
solicitation of offers to buy, nor will there be any sale of the
Notes referred to in this press release, in any jurisdiction where
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of such
jurisdiction.
A shelf registration statement relating
to these securities is on file with, and has been declared
effective by, the U.S. Securities and Exchange Commission. The
offering may be made only by means of a prospectus and a related
prospectus supplement, copies of which may be obtained, when
available, from Keefe, Bruyette & Woods, Inc., Attn: Debt
Capital Markets, 787 Seventh Avenue, 4th Floor, New York, NY 10019,
(telephone number: 1-800-966-1559).
* 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.
ABOUT FIDUS INVESTMENT
CORPORATION
Fidus Investment Corporation provides customized
debt and equity financing solutions to lower middle-market
companies, which management generally defines as U.S. based
companies with revenues between $10 million and $150 million. The
Company’s investment objective is to provide attractive
risk-adjusted returns by generating both current income from debt
investments and capital appreciation from equity related
investments. Fidus seeks to partner with business owners,
management teams and financial sponsors by providing customized
financing for change of ownership transactions, recapitalizations,
strategic acquisitions, business expansion and other growth
initiatives.
Fidus is an externally managed, closed-end,
non-diversified management investment company that has elected to
be treated as a business development company under the Investment
Company Act of 1940, as amended. In addition, for tax purposes,
Fidus has elected to be treated as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as
amended. Fidus was formed in February 2011 to continue and expand
the business of Fidus Mezzanine Capital, L.P., which commenced
operations in May 2007 and is licensed by the U.S. Small Business
Administration as a small business investment company.
FORWARD-LOOKING STATEMENTS
This press release may contain certain
forward-looking statements which are based upon current
expectations and are inherently uncertain. Any such statements,
other than statements of historical fact, are likely to be affected
by other unknowable future events and conditions, including
elements of the future that are or are not under the Company’s
control, and that the Company may or may not have considered;
accordingly, such statements cannot be guarantees or assurances of
any aspect of future performance. Actual developments and results
are highly likely to vary materially from these estimates and
projections of the future as a result of a number of factors,
including those described from time to time in the Company’s
filings with the Securities and Exchange Commission. Such
statements speak only as of the time when made, and are based on
information available to the Company as of the date hereof and are
qualified in their entirety by this cautionary statement. The
Company undertakes no obligation to update any such statement now
or in the future, except as required by applicable law.
Company Contact: |
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Investor Relations Contact: |
Shelby E. Sherard |
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Jody Burfening |
Chief Financial Officer |
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LHA |
Fidus Investment Corporation |
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(212) 838-3777 |
(847) 859-3938 |
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jburfening@lhai.com |
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