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Section 1: 497 (497)

Filed pursuant to Rule 497
File No. 333
-229337

PROSPECTUS SUPPLEMENT
(To Prospectus dated March
25, 2019
and Prospectus Supplement dated August
1, 2019)

 


November
8, 2019

Oxford Square Capital Corp.

$150,000,000
Common Stock

This prospectus supplement supplements the prospectus supplement, dated August 1, 2019 (the “First Prospectus Supplement”), and the accompanying prospectus thereto, dated March 25, 2019 (the “Base Prospectus,” together with the First Prospectus Supplement and this prospectus supplement, the “Prospectus”), which relate to the sale of shares of common stock of Oxford Square Capital Corp. in an “at-the-market” offering up to a maximum aggregate offering price of $150,000,000 pursuant to an equity distribution agreement, dated August 1, 2019, with Ladenburg Thalmann & Co. Inc. (the “Equity Distribution Agreement”).

You should carefully read the entire Prospectus before investing in our common stock. You should also review the information set forth under the “Risk Factors” section beginning on page 17 of the Base Prospectus and under “Supplementary Risk Factor” section on page S-15 of the First Prospectus Supplement before investing.

The terms “Oxford Square,” the “Company,” “we,” “us” and “our” generally refer to Oxford Square Capital Corp.

PRIOR SALES PURSUANT TO THE “AT THE MARKET” OFFERING

From August 1, 2019 to November 7, 2019, we sold a total of 115,887 shares of common stock pursuant to the “at-the-market” offering. The total amount of capital raised as a result of these sales of common stock was approximately $0.8 million and net proceeds were approximately $0.7 million after deducting the sales agent’s commissions and offering expenses.

THIRD QUARTER 2019 FINANCIAL HIGHLIGHTS

•        As of September 30, 2019, net asset value (“NAV”) per share was $5.42, compared with the NAV per share of $6.31 at the prior quarter end.

•        For the quarter ended September 30, 2019 we recorded GAAP net investment income of approximately $8.9 million, or $0.19 per share, compared to $12.8 million, or $0.27 per share for the quarter ended June 30, 2019.

•        We recorded net realized losses of approximately $0.4 million and net unrealized depreciation of approximately $41.6 million for the quarter ended September 30, 2019.

•        In total, we had a net decrease in net assets resulting from operations of approximately $33.1 million, or $0.69 per share, for the quarter ended September 30, 2019, compared with a net decrease in net assets resulting from operations of $7.5 million, or $0.16 per share, for the quarter ended June 30, 2019.

1

•        Total investment income for the third quarter of 2019 amounted to approximately $14.1 million, which represents a decrease of approximately $6.8 million from the second quarter of 2019. This decrease primarily reflects the one-time recognition of payment-in-kind cumulative dividends associated with a preferred equity position of $5.7 million in the second quarter of 2019. 

•        For the quarter ended September 30, 2019, we recorded investment income from our portfolio as follows:

•        $7.1 million from our debt investments,

•        $6.1 million from our collateralized loan obligation (“CLO”) equity investments,

•        $0.7 million of dividend income — PIK from affiliated investments, and

•        $0.2 million from all other sources.

•        Our total expenses for the quarter ended September 30, 2019 were approximately $5.1 million, which represents a decrease of approximately $3.0 million from the second quarter of 2019 due primarily to a decrease in net investment income incentive fees.

•        During the third quarter of 2019, we received, or were entitled to receive, proceeds of approximately $4.9 million from sales of senior secured loans, and $0.2 million from repayments and amortization payments on our debt investments.

•        As of September 30, 2019, the following metrics applied (note that none of these values represent a total return to shareholders):

•        The weighted average yield of our debt investments was 9.7% at current cost, compared with 10.0% as of June 30, 2019.

•        The weighted average effective yield of our CLO equity investments at current cost was 11.9%, compared with 13.1% as of June 30, 2019.

•        The weighted average cash distribution yield of our CLO equity investments at current cost was 19.9% which was approximately equal to the yield as of June 30, 2019.

•        Our weighted average credit rating on a fair value basis was 2.2 at the end of the third quarter of 2019, unchanged from June 30, 2019.

•        As of September 30, 2019, we had one debt investment on non-accrual status with a fair value of $2.4 million.

•        On October 18, 2019, we entered into a $10 million repurchase transaction facility with Nomura Securities International, Inc., which the Company may use for working capital purposes.

•        On October 25, 2019 our Board of Directors declared the following distributions on our common stock:

 

Month Ending

 

Record Date

 

Payment Date

 

Amount Per Share

 

January 31, 2020

 

January 17, 2020

 

January 31, 2020

 

 $0.067

 

February 29, 2020

 

February 14, 2020

 

February 28, 2020

 

 $0.067

 

March 31, 2020

 

March 17, 2020

 

March 31, 2020

 

 $0.067

 

2

FEES AND EXPENSES

The following table is intended to assist you in understanding the costs and expenses that you will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this Prospectus contains a reference to fees or expenses paid by “us” or “OXSQ,” or that “we” will pay fees or expenses, you will indirectly bear such fees or expenses as an investor in OXSQ. The fee table and example below include all fees and expenses of our consolidated subsidiary.

Stockholder transaction expenses:

   

 

Sales load (as a percentage of offering price)

 

2.00

%(1)

Offering expenses borne by our common stockholders (as a percentage of offering price)

 

0.37

%(2)

Distribution reinvestment plan expenses

 

None

(3)

Total stockholder transaction expenses (as a percentage of offering price)

 

2.37

%

Annual expenses (as a percentage of net assets attributable to our common stock):

   

 

Base management fee

 

2.26

%(4)

Incentive fees payable under our investment advisory agreement

 

1.14

%(5)

Interest payments on borrowed funds

 

3.20

%(6)

Other expenses (includes OXSQ’s consolidated subsidiary)

 

1.30

%(7)

Total annual expenses

 

7.90

%(8)

Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed that our annual operating expenses would remain at the levels set forth in the table above, and that we pay the transaction expenses set forth in the table above, including a sales load of 2.0% paid by you (the commission to be paid by us with respect to common stock sold by us in this offering).

 

1 Year

 

3 Years

 

5 Years

 

10 Years

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return

 

$

100

 

$

245

 

$

382

 

$

692

The example and the expenses in the tables above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown. Moreover, while the example assumes, as required by the SEC, a 5.0% annual return, our performance will vary and may result in a return greater or less than 5.0%. The incentive fee under the Investment Advisory Agreement, which, assuming a 5.0% annual return, would either not be payable or have a de minimis effect, is nonetheless included in the example for illustrative purposes based upon the estimated annual expenses relating thereto as set forth above. If we achieve sufficient returns on our investments to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all distributions at net asset value, participants in our distribution reinvestment plan may receive shares valued at the market price in effect at that time. This price may be at, above or below net asset value. See “Distribution Reinvestment Plan” in the Base Prospectus for additional information regarding our distribution reinvestment plan.

____________

(1)      Represents the commission with respect to the shares of our common stock being sold in this offering, which we will pay to Ladenburg Thalmann & Co. Inc. in connection with sales of shares of our common stock effected by Ladenburg Thalmann & Co. Inc. under the Equity Distribution Agreement. There is no guaranty that there will be any sales of our common stock pursuant to the Prospectus.

(2)      The offering expenses of this offering are estimated to be approximately $185,000.

(3)      The expenses of the distribution reinvestment plan are included in “other expenses.” The plan administrator’s fees will be paid by us. We will not charge any brokerage charges or other charges to stockholders who participate in the plan. However, your own broker may impose brokerage charges in connection with your participation in the plan.

(4)      Assumes gross assets (which equals the total assets on our Consolidated Statements of Assets and Liabilities adjusted as described in this footnote) of $465.8 million and $154.0 million of leverage (including $44.8 million in aggregate principal of our 6.25% Notes, $64.4 million in aggregate principal of our 6.50% Notes and outstanding principal borrowings of $47.8 million under the OXSQ Facility, in each case, as of September 30, 2019 and less any respective amortization of deferred issuance costs), and assumes net assets of $309.0 million (which has been adjusted to reflect the issuance of

3

an additional $50.0 million of common stock). The above calculation presents our base management fee as a percentage of our net assets. Our base management fee under the Investment Advisory Agreement, however, is based on our gross assets, which is defined as all the assets of Oxford Square Capital Corp., including those acquired using borrowings for investment purposes. As a result, to the extent we use additional leverage, it would have the effect of increasing our base management fee as a percentage of our net assets. See “Investment Advisory Agreement” in the Base Prospectus for additional information.

(5)      Assumes that annual incentive fees earned by Oxford Square Management remain consistent with the incentive fees earned by Oxford Square Management during the nine months ended September 30, 2019, excluding any reversal of previously accrued investment income incentive fees or hypothetical capital gains incentive fees described below. In subsequent periods, incentive fees would increase if, and to the extent that, we earn greater interest income through our investments in portfolio companies and realize additional gains upon the sale of warrants or other equity investments in such companies. The incentive fee consists of two parts. The first part, which is payable quarterly in arrears, equals the amount by which (x) the “Pre-Incentive Fee Net Investment Income” for the immediately preceding calendar quarter exceeds (y) the “Preferred Return Amount” for that calendar quarter. Effective April 1, 2016, a “Preferred Return Amount” is calculated on a quarterly basis by multiplying 1.75% by the Company’s net asset value at the end of the immediately preceding calendar quarter. The net investment income incentive fee is then calculated as follows: (a) no net investment income incentive fee is payable to Oxford Square Management in any calendar quarter in which the “Pre-Incentive Fee Net Investment Income” does not exceed the “Preferred Return Amount”; (b) 100% of the “Pre-Incentive Fee Net Investment Income” for such quarter, if any, that exceeds the “Preferred Return Amount” but is less than or equal to a “Catch-Up Amount” determined on a quarterly basis by multiplying 2.1875% by OXSQ’s net asset value at the end of such calendar quarter; and (c) for any quarter in which the “Pre-Incentive Fee Net Investment Income” exceeds the “Catch-Up Amount,” the net investment income incentive fee will be 20% of the amount of the “Pre-Incentive Fee Net Investment Income” for such quarter. In addition, effective April 1, 2016, the calculation of the Company’s net investment income incentive fee is subject to a total return requirement, (the “Total Return Requirement”) which provides that a net investment income incentive fee will not be payable to Oxford Square Management except to the extent 20% of the “cumulative net increase in net assets resulting from operations” (which is the amount, if positive, of the sum of the “Pre-Incentive Fee Net Investment Income,” realized gains and losses and unrealized appreciation and depreciation) during the calendar quarter for which such fees are being calculated and the eleven (11) preceding quarters (or if shorter, the number of quarters since April 1, 2016) exceeds the cumulative net investment income incentive fees accrued and/or paid for such eleven (11) preceding quarters (or if shorter, the number of quarters since April 1, 2016). The second part of the incentive fee equals 20.0% of our net realized gains for the calendar year less any unrealized losses for such year and will be payable at the end of each calendar year. It should be noted that no capital gains incentive fee was calculated as of September 30, 2019, which is calculated based upon an assumed liquidation of the entire portfolio, and no other changes in realized or unrealized gains and losses, as of September 30, 2019 and the termination of the Investment Advisory Agreement on such date. For a more detailed discussion of the calculation of the incentive fees, see “Investment Advisory Agreement” in the Base Prospectus.

(6)      Assumes that we have $157.0 million of outstanding principal borrowings as of September 30, 2019. The calculation also assumes an effective interest rate of 6.75% (including amortization of deferred issuance costs) on the approximately $44.8 million of 6.25% Notes outstanding as of September 30, 2019, an effective interest rate of 7.02% (including amortization of deferred issuance costs) on the approximately $64.4 million of 6.50% Notes outstanding as of September 30, 2019 and an effective interest rate 4.91% (including amortization of deferred issuance costs) on the approximately $47.8 million outstanding under the OXSQ Facility as of September 30, 2019. This table includes all of the commitment fees, interest expense and amortized financing costs of the 6.25% Notes, 6.50% Notes and the OXSQ Facility, as well as the fees and expenses of issuing and servicing any other borrowings or leverage that the Company expects to incur during the 12 months following effectiveness of the registration statement of which the Prospectus forms a part. We may issue preferred stock, which may be considered a form of leverage, pursuant to the registration statement of which the Prospectus forms a part, although we have no current plans to do so during the 12 months following effectiveness of such registration statement.

(7)      “Other expenses” ($4.0 million) are based on the actual expenses for the nine months ended September 30, 2019, and adjusted for any new and non-recurring expenses, such as the offering costs on an assumed issuance of an additional $50.0 million of common stock. These expenses include certain expenses allocated to the Company under the Investment Advisory Agreement, such as travel expenses incurred in connection with the investigation and monitoring of our investments. In the event of a debt restructuring or extinguishment, we may incur a loss comprised of deferred financing costs and note discount which may cause actual expenses to exceed those amounts projected in the table.

(8)      “Total annual expenses” is presented as a percentage of net assets attributable to common stockholders, because the holders of shares of our common stock (and not the holders of our debt securities or preferred stock, if any) bear all of our fees and expenses, including the fees and expenses of any wholly-owned consolidated subsidiary, all of which are included in this fee table presentation. The indirect expenses associated with the Company’s CLO equity investments are not included in the fee table presentation, but if such expenses were included in the fee table presentation then OXSQ’s total annual expenses would have been 11.84%.

4

quarterly report on form 10-q/A and 10-q

On October 30, 2019, the Company filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (“Form 10-Q”). On November 1, 2019, the Company filed Amendment No. 1 to the Form 10-Q (the “Amendment”) to correct a typographical error related to a footnote in the Consolidated Schedule of Investments as of September 30, 2019 in the Form 10-Q. No other changes were made to the Consolidated Schedule of Investments. The Amendment did not amend or otherwise update any other information in the Form 10-Q. The Amendment should be read in conjunction with the Form 10-Q.

The text of each of the Form 10-Q and the Amendment is attached hereto and is incorporated herein by reference.

Information contained on our website is not incorporated by reference into this prospectus supplement or the Prospectus, and you should not consider that information to be part of this prospectus supplement or the Prospectus.

5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

___________________________________

FORM 10-Q/A
(Amendment No. 1)

___________________________________

 

(Mark One)

   
   

S

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019

 

£

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 814-00638

_______________________

OXFORD SQUARE CAPITAL CORP.

(Exact name of registrant as specified in its charter)

_______________________

 

MARYLAND

 

20-0188736

   
   

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

   

8 SOUND SHORE DRIVE, SUITE 255
GREENWICH, CONNECTICUT 06830

(Address of principal executive office)

(203) 983-5275

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common stock, par value $0.01 per share

 

OXSQ

 

NASDAQ Global Select Market LLC

6.50% Notes due 2024

 

OXSQL

 

NASDAQ Global Select Market LLC

6.25% Notes due 2026

 

OXSQZ

 

NASDAQ Global Select Market LLC

_______________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S No £

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes £ No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer £

 

Accelerated filer S

   

Non-accelerated filer £

 

Smaller Reporting company £

   

Emerging growth company £

   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No S

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares of the issuer’s common stock, $0.01 par value, outstanding as of October 29, 2019, was 47,790,071.

 

EXPLANATORY NOTE

This Amendment No. 1 to the Form 10-Q (this “Amendment”) amends the Quarterly Report on Form 10-Q of Oxford Square Capital Corp. for the period ended September 30, 2019 (the “Form 10-Q”) filed on October 30, 2019. This Form 10-Q/A is being filed to correct a typographical error related to a footnote in the Consolidated Schedule of Investments as of September 30, 2019 in the Form 10-Q. No other changes have been made to the Consolidated Schedule of Investments.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Item 1. “Consolidated Financial Statements,” of Part I. “Financial Information,” of the Form 10-Q is hereby amended and restated in its entirety. This Amendment does not amend or otherwise update any other information in the Form 10-Q. This Amendment should be read in conjunction with the Form 10-Q. This Amendment does not modify or update the Form 10-Q and the disclosure made therein in any way other than as described above.

In addition, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.

 

OXFORD SQUARE CAPITAL CORP.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

 

1

Item 1.

 

Consolidated Financial Statements

 

1

   

Consolidated Statements of Assets and Liabilities as of September 30, 2019 (unaudited) and December 31, 2018

 

1

   

Consolidated Schedule of Investments as of September 30, 2019 (unaudited)

 

2

   

Consolidated Schedule of Investments as of December 31, 2018

 

9

   

Consolidated Statements of Operations for the three and nine months ended September 30, 2019 and 2018 (unaudited)

 

16

   

Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2019 and 2018 (unaudited)

 

17

   

Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 and 2018 (unaudited)

 

18

   

Notes to Consolidated Financial Statements (unaudited)

 

19

PART II. OTHER INFORMATION

 

43

Item 6.

 

Exhibits

 

43

SIGNATURES

 

44

i

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

OXFORD SQUARE CAPITAL CORP.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

 

September 30,
2019

 

December 31,
2018

   

(unaudited)

   

ASSETS

 

 

 

 

 

 

 

 

Non-affiliated/non-control investments (cost: $488,820,703 and $486,232,755, respectively)

 

$

390,882,949

 

 

$

430,496,633

 

Affiliated investments (cost: $16,135,609 and $9,126,017, respectively)

 

 

7,492,143

 

 

 

14,492,197

 

Cash equivalents

 

 

8,940,270

 

 

 

13,905,059

 

Restricted cash

 

 

2,533,069

 

 

 

3,175,805

 

Interest and distributions receivable

 

 

5,290,095

 

 

 

4,682,735

 

Other assets

 

 

633,466

 

 

 

392,784

 

Total assets

 

$

415,771,992

 

 

$

467,145,213

 

LIABILITIES

 

 

 

 

 

 

 

 

Notes payable – 6.50% Unsecured Notes, net of deferred issuance costs

 

$

62,907,724

 

 

$

62,664,863

 

Notes payable – Credit Facility, net of deferred issuance costs

 

 

47,807,531

 

 

 

85,522,569

 

Notes payable – 6.25% Unsecured Notes, net of deferred issuance costs

 

 

43,256,614

 

 

 

 

Base management fee and net investment income incentive fee payable to affiliate

 

 

1,729,152

 

 

 

3,227,456

 

Accrued interest payable

 

 

666,353

 

 

 

488,608

 

Accrued expenses

 

 

444,820

 

 

 

517,470

 

Total liabilities

 

 

156,812,194

 

 

 

152,420,966

 

COMMITMENTS AND CONTINGENCIES (Note 13)

 

 

 

 

 

 

 

 

NET ASSETS

 

 

 

 

 

 

 

 

Common stock, $0.01 par value, 100,000,000 shares authorized; 47,790,071 and 47,650,959 shares issued and outstanding, respectively

 

 

477,900

 

 

 

476,509

 

Capital in excess of par value

 

 

457,806,441

 

 

 

456,970,560

 

Total distributable earnings / (accumulated losses)

 

 

(199,324,543

)

 

 

(142,722,822

)

Total net assets

 

 

258,959,798

 

 

 

314,724,247

 

Total liabilities and net assets

 

$

415,771,992

 

 

$

467,145,213

 

Net asset value per common share

 

$

5.42

 

 

$

6.60

 

See Accompanying Notes.

1

OXFORD SQUARE CAPITAL CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS
September 30, 2019

COMPANY/INVESTMENT(1)(20)

 

PRINCIPAL
AMOUNT

 

COST

 

FAIR 
VALUE
(2)

 

% OF NET
ASSETS

Senior Secured Notes

 

 

   

 

   

 

     

 

Aerospace and Defense

 

 

   

 

   

 

     

 

Novetta, LLC

 

 

   

 

   

 

     

 

first lien senior secured notes, 7.12% (LIBOR + 5.00%), (1.00% floor) due October 16, 2022(4)(5)(6)(15)(21)

 

$

5,485,880

 

$

5,439,368

 

$

5,355,590

   

 

Total Aerospace and Defense

 

 

   

$

5,439,368

 

$

5,355,590

 

2.1

%

   

 

   

 

   

 

     

 

Business Services

 

 

   

 

   

 

     

 

Access CIG, LLC

 

 

   

 

   

 

     

 

first lien senior secured notes, 6.07% (LIBOR + 3.75%), (0.00% floor) due February 27, 2025(4)(5)(6)(14)(16)(21)

 

$

492,503

 

$

492,503

 

$

485,426

   

 

second lien senior secured notes, 10.07% (LIBOR + 7.75%), (0.00% floor) due February 27, 2026(4)(5)(14)(16)(21)

 

 

16,754,000

 

 

16,849,076

 

 

16,670,230

   

 

   

 

   

 

   

 

     

 

Convergint Technologies, LLC

 

 

   

 

   

 

     

 

second lien senior secured notes, 8.86% (LIBOR + 6.75%), (0.75% floor) due February 2, 2026(4)(5)(15)(21)

 

 

1,500,000

 

 

1,493,047

 

 

1,440,000

   

 

   

 

   

 

   

 

     

 

Imagine! Print Solutions

 

 

   

 

   

 

     

 

second lien senior secured notes, 10.87% (LIBOR + 8.75%), (1.00% floor) due June 21, 2023(4)(5)(15)(21)

 

 

15,000,000

 

 

14,857,297

 

 

7,275,000

   

 

   

 

   

 

   

 

     

 

OMNIA Partners, Inc.

 

 

   

 

   

 

     

 

first lien senior secured notes, 6.08% (LIBOR + 3.75%), (0.00% floor) due May 23, 2025(4)(5)(6)(14)(16)(21)

 

 

5,925,054

 

 

5,926,121

 

 

5,836,178

   

 

second lien senior secured notes, 9.83% (LIBOR + 7.50%), (0.00% floor) due May 22, 2026(4)(5)(14)(16)(21)

 

 

14,000,000

 

 

13,940,158

 

 

13,685,000

   

 

   

 

   

 

   

 

     

 

Premiere Global Services, Inc.

 

 

   

 

   

 

     

 

first lien senior secured notes, 8.72% (LIBOR + 6.50%), (1.00% floor) due December 8, 2021(4)(5)(6)(16)(21)(27)

 

 

14,318,924

 

 

13,639,750

 

 

8,820,457

   

 

second lien senior secured notes, 11.84% (LIBOR + 9.50%), (1.00% floor) due June 6, 2022(4)(5)(16)(17)(21)(28)

 

 

10,000,000

 

 

9,817,795

 

 

2,400,000

   

 

   

 

   

 

   

 

     

 

Verifone Systems, Inc.

 

 

   

 

   

 

     

 

first lien senior secured notes, 6.14% (LIBOR + 4.00%), (0.00% floor) due August 20, 2025(4)(5)(6)(16)(21)

 

 

6,947,500

 

 

6,917,274

 

 

6,634,863

   

 

Total Business Services

 

 

   

$

83,933,021

 

$

63,247,154

 

24.4

%

   

 

   

 

   

 

     

 

Diversified Insurance

 

 

   

 

   

 

     

 

AmeriLife Group LLC

 

 

   

 

   

 

     

 

second lien senior secured notes, 11.11% (LIBOR + 9.00%), (0.00% floor) due June 11, 2027(4)(5)(6)(15)(21)

 

$

10,000,000

 

$

9,900,692

 

$

9,937,500

   

 

Total Diversified Insurance

 

 

   

$

9,900,692

 

$

9,937,500

 

3.8

%

(continued on next page)

See Accompanying Notes.

2

OXFORD SQUARE CAPITAL CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS — (continued)
September 30, 2019

COMPANY/INVESTMENT(1)(20)

 

PRINCIPAL
AMOUNT

 

COST

 

FAIR 
VALUE
(2)

 

% OF NET
ASSETS

Senior Secured Notes – (continued)

 

 

   

 

   

 

     

 

Education

 

 

   

 

   

 

     

 

Edmentum, Inc. (f/k/a Plato, Inc.)

 

 

   

 

   

 

     

 

first lien senior secured notes, 6.76% (LIBOR + 4.50%), (1.00% floor) Cash, 4.00% PIK due June 9,
2021(3)(4)(5)(6)(16)(21)

 

$

6,046,068

 

$

6,017,090

 

$

5,320,540

   

 

Total Education

 

 

   

$

6,017,090

 

$

5,320,540

 

2.1

%

   

 

   

 

   

 

     

 

Financial Intermediaries

 

 

   

 

   

 

     

 

First American Payment Systems

 

 

   

 

   

 

     

 

second lien senior secured notes, 12.81% (LIBOR + 10.50%), (1.00% floor) due July 5, 2024(4)(5)(16)(21)(22)

 

$

1,500,000

 

$

1,467,295

 

$

1,498,125

   

 

   

 

   

 

   

 

     

 

Shift4 Payments, LLC (f/k/a Lighthouse Network, LLC)

 

 

   

 

   

 

     

 

first lien senior secured notes, 6.76% (LIBOR + 4.50%), (1.00% floor) due November 30, 2024(4)(5)(6)(14)(16)(21)

 

 

3,438,750

 

 

3,426,034

 

 

3,430,153

   

 

second lien senior secured notes, 10.76% (LIBOR + 8.50%), (1.00% floor) due November 30, 2025(4)(5)(14)(16)(21)

 

 

16,490,000

 

 

16,346,117

 

 

16,118,975

   

 

Total Financial Intermediaries

 

 

   

$

21,239,446

 

$

21,047,253

 

8.1

%

   

 

   

 

   

 

     

 

Healthcare

 

 

   

 

   

 

     

 

Keystone Acquisition Corp.

 

 

   

 

   

 

     

 

first lien senior secured notes, 7.58% (LIBOR + 5.25%), (1.00% floor) due May 1, 2024(4)(5)(6)(14)(16)(21)

 

$

7,476,943

 

$

7,448,711

 

$

7,308,712

   

 

second lien senior secured notes, 11.58% (LIBOR + 9.25%), (1.00% floor) due May 1, 2025(4)(5)(14)(16)(21)

 

 

13,000,000

 

 

12,866,997

 

 

12,610,000

   

 

   

 

   

 

   

 

     

 

Viant Medical Holdings, Inc.

 

 

   

 

   

 

     

 

first lien senior secured notes, 6.08% (LIBOR + 3.75%), (0.00% floor) due July 2, 2025(4)(5)(6)(14)(16)(21)

 

 

9,900,000

 

 

9,899,530

 

 

9,231,750

   

 

second lien senior secured notes, 10.08% (LIBOR + 7.75%), (0.00% floor) due July 2, 2026(4)(5)(14)(16)(21)

 

 

5,000,000

 

 

4,955,337

 

 

4,625,000

   

 

   

 

   

 

   

 

     

 

Healthport Technologies, LLC

 

 

   

 

   

 

     

 

first lien senior secured notes, 6.36% (LIBOR + 4.25%), (1.00% floor) due December 1, 2021(4)(5)(6)(15)(21)

 

 

12,435,065

 

 

10,893,775

 

 

11,346,997

   

 

   

 

   

 

   

 

     

 

HealthChannels, Inc. (f/k/a ScribeAmerica, LLC)

 

 

   

 

   

 

     

 

first lien senior secured notes, 6.70% (LIBOR + 4.50%), (0.00% floor) due April 3, 2025(4)(5)(6)(15)(21)

 

 

9,886,998

 

 

9,823,774

 

 

9,676,899

   

 

Total Healthcare

 

 

   

$

55,888,124

 

$

54,799,358

 

21.2

%

   

 

   

 

   

 

     

 

Logistics

 

 

   

 

   

 

     

 

Capstone Logistics Acquisition, Inc.

 

 

   

 

   

 

     

 

first lien senior secured notes, 6.61% (LIBOR + 4.50%), (1.00% floor) due October 7, 2021(4)(5)(6)(15)(21)

 

$

12,917,066

 

$

12,901,216

 

$

12,775,753

   

 

Total Logistics

 

 

   

$

12,901,216

 

$

12,775,753

 

4.9

%

(continued on next page)

See Accompanying Notes.

3

OXFORD SQUARE CAPITAL CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS — (continued)
September 30, 2019

COMPANY/INVESTMENT(1)(20)

 

PRINCIPAL
AMOUNT

 

COST

 

FAIR 
VALUE
(2)

 

% OF NET
ASSETS

Senior Secured Notes – (continued)

 

 

   

 

   

 

     

 

Software

 

 

   

 

   

 

     

 

ECI Software Solutions, Inc.

 

 

   

 

   

 

     

 

first lien senior secured notes, 6.58% (LIBOR + 4.25%), (1.00% floor) due September 27, 2024(4)(5)(6)(14)(16)(21)

 

$

4,924,623

 

$

4,936,266

 

$

4,898,473

   

 

second lien senior secured notes, 10.33% (LIBOR + 8.00%), (1.00% floor) due September 29, 2025(4)(5)(14)(16)(21)

 

 

15,000,000

 

 

14,914,528

 

 

14,400,000

   

 

   

 

   

 

   

 

     

 

Help/Systems Holdings, Inc.

 

 

   

 

   

 

     

 

first lien senior secured notes, 6.08% (LIBOR + 3.75%), (0.00% floor) due March 28, 2025(4)(5)(6)(14)(16)(21)

 

 

3,950,000

 

 

3,957,209

 

 

3,935,188

   

 

second lien senior secured notes, 10.08% (LIBOR + 7.75%), (0.00% floor) due March 27, 2026(4)(5)(14)(16)(21)

 

 

15,500,000

 

 

15,484,031

 

 

15,480,625

   

 

   

 

   

 

   

 

     

 

Quest Software, Inc.

 

 

   

 

   

 

     

 

first lien senior secured notes, 6.51% (LIBOR + 4.25%), (0.00% floor) due May 16, 2025(4)(5)(6)(14)(16)(21)

 

 

5,955,000

 

 

5,929,329

 

 

5,880,563

   

 

second lien senior secured notes, 10.51% (LIBOR + 8.25%), (0.00% floor) due May 18, 2026(4)(5)(14)(16)(21)

 

 

15,000,000

 

 

14,865,062

 

 

14,677,500

   

 

Total Software

 

 

   

$

60,086,425

 

$

59,272,349

 

22.9

%

   

 

   

 

   

 

     

 

Telecommunications Services

 

 

   

 

   

 

     

 

Global Tel Link Corp.

 

 

   

 

   

 

     

 

second lien senior secured notes, 10.36% (LIBOR + 8.25%), (0.00% floor) due November 29, 2026(4)(5)(14)(15)

 

$

17,000,000

 

$

16,717,537

 

$

16,054,460

   

 

Total Telecommunication Services

 

 

   

$

16,717,537

 

$

16,054,460

 

6.2

%

   

 

   

 

   

 

     

 

Utilities

 

 

   

 

   

 

     

 

CLEAResult Consulting, Inc.

 

 

   

 

   

 

     

 

first lien senior secured notes, 5.71% (LIBOR + 3.50%), (0.00% floor) due August 8, 2025(4)(5)(6)(15)(21)