Fidus Investment Corp Issues $120M 6.625% Notes; Redeems 2026 Notes

What Happened

• Fidus Investment Corporation filed an 8‑K on May 29, 2026 disclosing a private placement of $120.0 million aggregate principal amount of 6.625% Senior Unsecured Notes due June 1, 2029 (the “2029 Notes”), sold pursuant to a Note Purchase Agreement. The offering closed on May 29, 2026.
• The 2029 Notes pay interest at 6.625% per year, payable semi‑annually beginning December 1, 2026. They are unsecured, mature June 1, 2029, and are redeemable at the company’s option (with a make‑whole premium before March 1, 2029, and at par thereafter).
• The Company received net proceeds of approximately $117.6 million (offering price 99.45%), after paying a $1.5 million placement agent fee and about $0.3 million of offering expenses. Fidus also entered into a Registration Rights Agreement obligating it to file a registration statement to exchange the notes for registered securities within 365 days of issuance (or pay additional interest if it fails to do so).
• Concurrently, Fidus issued notices to redeem in full $125.0 million aggregate principal of its outstanding 3.50% Notes due 2026, with redemption scheduled for June 29, 2026; the redemption price equals 100% of principal plus accrued interest and a make‑whole premium.

Key Details

• Offering size: $120.0 million principal; net proceeds ≈ $117.6 million.
• Coupon: 6.625% per year, semi‑annual payments; maturity June 1, 2029; first interest payment Dec 1, 2026.
• Redemption: $125.0 million of 3.50% Notes due 2026 to be redeemed June 29, 2026 (full redemption) at par + accrued interest + make‑whole.
• Registration rights: Company must file to exchange the private notes for registered notes and use commercially reasonable efforts to consummate the exchange within 365 days of issuance; failure triggers additional interest payments to noteholders.

Why It Matters

• This transaction refinances near‑term debt: Fidus is replacing the maturing 3.50% 2026 notes with longer‑dated 2029 notes, extending the company’s debt maturity profile.
• Interest expense will increase (new notes carry a higher coupon than the redeemed 3.50% notes), and the company will incur a make‑whole premium on redemption and placement fees, affecting near‑term cash needs.
• The 2029 Notes are unsecured and rank pari passu with other unsecured debt and are structurally subordinated to subsidiary debt, which is relevant to creditors’ recovery priority.
• The Registration Rights Agreement creates a timing obligation (365 days) to register the notes; missing that deadline would raise the company’s cash interest cost through additional interest payments to holders.