|
|
Item 1.01.
|
Entry into a Material
Definitive Agreement.
|
On March 16, 2021,
in connection with a previously announced public offering (the “Offering”), Oxford Lane Capital Corp. (the “Company”)
and U.S. Bank National Association, as trustee (the “Trustee”), entered into a supplemental indenture (the “First
Supplemental Indenture”) between the Company and the Trustee, which supplements a base indenture also entered into on March
16, 2021 between the Company and the Trustee (the “Base Indenture,” and, together with the First Supplemental Indenture,
the “Indenture”). The First Supplemental Indenture relates to the Company’s issuance of $87.0 million aggregate
principal amount of its 6.75% Notes due 2031 (the “Notes”). The representative of the underwriters in the Offering
may exercise an option to purchase up to an additional $13,000,000 aggregate principal amount of Notes within 30 days of March
9, 2021.
The Notes are expected
to be listed on the NASDAQ Global Select Market and to trade thereon beginning on March 18, 2021 under the trading symbol “OXLCL”.
The Company
expects to use the net proceeds of the Offering to acquire investments in accordance with its investment objective and
strategies, general working capital purposes, and to redeem its outstanding Series 2023 Term Preferred Shares (the
“2023 Preferred Shares”). As of December 31, 2020, the Company had approximately $57.0 million in aggregate
principal value outstanding of its Series 2023 Term Preferred Shares.
The Notes will
mature on March 31, 2031. The principal payable at maturity will be 100% of the aggregate principal amount. The interest rate of
the Notes is 6.75% per year and will be paid every March 31, June 30, September 30 and December 31, beginning June 30, 2021, and
the regular record dates for interest payments will be every March 15, June 15, September 15 and December 15, beginning June 15,
2021. If an interest payment date falls on a non-business day, the applicable interest payment will be made on the next business
day and no additional interest will accrue as a result of such delayed payment. The initial interest period will be the period
from and including March 16, 2021, to, but excluding, the initial interest payment date, and the subsequent interest periods will
be the periods from and including an interest payment date to, but excluding, the next interest payment date or the stated maturity
date, as the case may be.
The Company is
issuing the Notes in denominations of $25 and integral multiples of $25 in excess thereof. The Notes will not be subject to any
sinking fund and holders of the Notes will not have the option to have the Notes repaid prior to the stated maturity date.
The Notes may be
redeemed in whole or in part at any time or from time to time at the Company’s option on or after March 16, 2024 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 of 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, but excluding, the date fixed for redemption. Any exercise
of the Company’s option to redeem the Notes will be done in compliance with the 1940 Act.
If the Company
redeems only some of the Notes, the trustee or, with respect to global securities, DTC, will determine the method for selection
of the particular Notes to be redeemed, in accordance with the Indenture and the 1940 Act and in accordance with the rules of any
national securities exchange or quotation system on which the Notes are listed. Unless the Company defaults in payment of the redemption
price, on and after the date of redemption, interest will cease to accrue on the Notes called for redemption.
The Company has
the ability to issue Indenture securities with terms different from those of Indenture securities previously issued and, without
the consent of the holders thereof, to reopen a previous issue of a series of Indenture securities and issue additional Indenture
securities of that series unless the reopening was restricted when that series was created.
The Indenture contains
certain covenants, including a covenant requiring the Company to comply with Section 18(a)(1)(A) of the Investment Company Act
of 1940, as amended, or any successor provision thereto, but giving effect in either case to any exemptive relief granted to the
Company by the Securities and Exchange Commission (the “SEC”), and to provide certain financial information to the
holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities
Exchange Act of 1934, as amended, as made applicable to the Company by the 1940 Act, as amended. These covenants are subject to
important limitations and exceptions that are set forth in the Indenture.
The Notes were offered and sold pursuant
to the Company’s effective shelf registration statement on Form N-2 (File No. 333- 236574) previously filed with the SEC,
as supplemented by a preliminary prospectus supplement dated March 9, 2021, a final prospectus supplement dated March 9, 2021 and
the pricing term sheet filed with the SEC on March 10, 2021. This Current Report on Form 8-K shall not constitute an offer to sell
or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such state or other jurisdiction. The transaction closed on March 16, 2021.
The description
above is only a summary of the material provisions of the Indenture and the Notes and is qualified in its entirety by reference
to copies of the Indenture and the Notes, respectively, each filed as exhibits to this Current Report on Form 8-K and incorporated
by reference herein.