Fidus Investment Corporation filed an 8-K on October 26, 2026, reporting the October 20, 2026 closing of its exchange offer for $120.0 million in aggregate principal amount of 6.625% Notes due 2029 and the concurrent execution of a Seventh Supplemental Indenture.

Key Highlights

  • Exchange Offer Closed: The exchange offer closed on October 20, 2026, converting $120.0 million of Restricted Notes into registered Exchange Notes of the same principal amount.
  • Interest Rate and Maturity: The Exchange Notes bear interest at 6.625% per year, payable semi-annually on June 1 and December 1, and mature on June 1, 2029.
  • Seventh Supplemental Indenture: On October 20, 2026, the company and U.S. Bank Trust Company, National Association, as trustee, entered into the Seventh Supplemental Indenture to the Base Indenture dated February 2, 2018.
  • Ranking: The Exchange Notes are direct unsecured obligations ranking pari passu with the company's existing and future unsecured, unsubordinated indebtedness, including its 6.750% notes due 2030.
  • Par Call Date: Prior to March 1, 2029, redemption includes a make-whole amount; on or after that date, redemption price equals 100% of principal plus accrued and unpaid interest.
  • Change of Control: If a Change of Control Repurchase Event occurs prior to maturity, the company must offer to repurchase Exchange Notes at 100% of aggregate principal amount plus accrued and unpaid interest.

Fidus Investment Completes Note Exchange and Executes Seventh Supplemental Indenture

According to the filing, Fidus Investment Corporation (NASDAQ:FDUS) originally issued $120.0 in aggregate principal amount of 6.625% Notes due 2029 as Restricted Notes on May 29, 2026, in a private offering not requiring registration under the Securities Act of 1933. In connection with that offering, the company entered into a Registration Rights Agreement with the initial purchasers, obligating it to conduct an exchange offer for registered notes of like principal amount. The Exchange Notes were registered under the Securities Act via the company's Form N-14 registration statement (File No. 333-297156) and offered pursuant to a final prospectus dated September 16, 2026.

The exchange offer closed on October 20, 2026, and the filing states that "holders of the initial Restricted Notes now hold the same aggregate principal amount of Exchange Notes." On the same date, the company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, executed the Seventh Supplemental Indenture to the Base Indenture originally dated February 2, 2018. The filing notes that the terms of the Exchange Notes are "substantially identical" to those of the Restricted Notes.

The Exchange Notes' first interest payment is due December 1, 2026. The filing describes the notes as effectively subordinated to all existing and future secured indebtedness, including the company's secured borrowings, and structurally subordinated to all indebtedness of the company's subsidiaries, including borrowings under its special purpose vehicle credit facility with ING Capital LLC. The Indenture also contains covenants requiring the company to comply with the asset coverage ratio required by the Investment Company Act of 1940, as amended, subject to limitations and exceptions set forth in the Indenture.

What Was Disclosed

Fidus Investment Corporation disclosed the October 20, 2026 closing of its exchange offer for $120.0 million of 6.625% Notes due 2029, the execution of the Seventh Supplemental Indenture with U.S. Bank Trust Company, National Association, and the key terms governing the Exchange Notes.