Item 8.01 Other Events. On October 5, 2026, OFS SBIC I, LP (“SBIC I LP”), a wholly owned subsidiary of OFS Capital Corporation (the “Company”), admitted a third-party investor (the “New Investor”) as a limited partner, which acquired 56.62% of the limited partnership interests of SBIC I LP in such transaction (the “Transaction”).…
Filed Oct 6, 2026Accepted Oct 6, 2026, 8:00 AM EDTCIK 1487918Accession 0001487918-26-000087
The Company is an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company. The Company’s investment objective is to provide stockholders with both current income and capital appreciation primarily through debt investments and, to a lesser extent, equity investments. The Company invests primarily in privately held middle-market companies in the United States, including lower-middle-market companies, targeting investments of $3 million to $20 million in companies with annual EBITDA between $5 million and $50 million. The Company offers flexible solutions through a variety of asset classes including senior secured loans, which includes first-lien, second-lien and unitranche loans, as well as subordinated loans and, to a lesser extent, warrants and other equity securities. The Company’s investment activities are managed by OFS Capital Management, LLC, an investment adviser registered under the Investment Advisers Act of 1940(4), as amended, and headquartered in Chicago, Illinois, with additional offices in New York and Los Angeles.
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Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On October 5, 2026, OFS SBIC I, LP (“SBIC I LP”), a wholly owned subsidiary of OFS Capital Corporation (the “Company”), admitted a third-party investor (the “New Investor”) as a limited partner, which acquired 56.62% of the limited partnership interests of SBIC I LP in such transaction (the “Transaction”).
SBIC I LP holds 400 Class A shares of Pfanstiehl Holdings, Inc., a global manufacturer of high-purity pharmaceutical ingredients, which represented approximately 84.0% of the Company’s net assets and approximately 31.8% of the Company’s total investments at fair value, in each case as of June 30, 2026.
The New Investor acquired its limited partnership interests in exchange for $52,279,500 paid to SBIC I LP, the entirety of which was distributed to the Company. The Company intends to use proceeds from the Transaction, net of fees, expenses and other transaction-related costs, to fund investments in debt and equity securities in accordance with the Company’s investment objectives and for other general corporate purposes.
OFS SBIC I GP, LLC, a wholly-owned subsidiary of the Company (“SBIC I GP”), remains the general partner of SBIC I LP. In such capacity, SBIC I GP retains control of SBIC I LP following the Transaction, including sole and exclusive authority to manage, direct and control the business, operations, investments, affairs and policies of SBIC I LP, and no other person, including the New Investor, possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of SBIC I LP.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains statements regarding management’s future expectations, beliefs, intentions, goals, strategies, plans or prospects, including, but not limited to, statements relating to the use of proceeds from the Transaction and other factors may constitute forward-looking statements for purposes of the safe harbor protection under applicable securities laws. Forward-looking statements can be identified by terminology such as “expects”, “intends”, “will” or similar terms, variations of such terms or the negative of those terms. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, including those risks, uncertainties and factors referred to in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”) under the section “Risk Factors,” as well as other documents that may be filed by the Company from time to time with the SEC. As a result of such risks, uncertainties and factors, actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. The Company is providing the information in this Current Report on Form 8-K as of this date and assumes no obligations to update the information included in this Current Report on Form 8-K or revise any forward-looking statements, whether as a result of new information, future events or otherwise.