v3.26.1
Related Party Transactions
6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
Related Party Transactions

Note 3. Related Party Transactions

Investment Advisory and Management Agreement: OFS Advisor manages the day-to-day operations of, and provides investment advisory services to, the Company pursuant to an Investment Advisory Agreement, which became effective on August 30, 2016. Under the terms of the Investment Advisory Agreement, which are in accordance with the 1940 Act and subject to the overall supervision of the Board, OFS Advisor is responsible for sourcing potential investments, conducting research and diligence on potential investments and equity sponsors, analyzing investment opportunities, structuring investments, and monitoring investments and portfolio companies on an ongoing basis. OFS Advisor is a subsidiary of OFSAM and a registered investment advisor under the Advisers Act.

OFS Advisor’s services under the Investment Advisory Agreement are not exclusive to the Company and OFS Advisor is free to furnish similar services to other entities, including other funds advised or sub-advised by OFS Advisor, so long as its services to the Company are not impaired. OFS Advisor also serves as the investment adviser or sub-adviser to various clients, including OFS Capital and OCCI.

OFS Advisor receives fees for providing services to the Company, consisting of two components: a base management fee and an incentive fee. The base management fee is calculated at an annual rate of 1.25% and based on the average value of the Company’s total assets (other than cash and cash equivalents, but including assets purchased with borrowed amounts and including assets owned by any consolidated entity) at the end of the two most recently completed calendar quarters.

The incentive fee has two parts. The first part of the incentive fee (the “Income Incentive Fee”) is calculated and payable quarterly in arrears based on the Company’s pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, syndication and consulting fees or other fees that the Company receives from portfolio companies, but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest or dividend feature (such as OID, debt instruments with PIK interest, equity investments with accruing or PIK dividend and zero coupon securities), accrued income that the Company has not yet received in cash.

Pre-incentive fee net investment income is expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediately preceding calendar quarter. The incentive fee with respect to pre-incentive fee net income is 100.0% of the amount, if any, by which the pre-incentive fee net investment income for the immediately preceding calendar quarter exceeds a 1.75% (or 7.0% annualized) “hurdle rate” but is less than 2.1875% (or 8.75% annually), referred to as the “catch-up” provision, and 20.0% of the amount of

pre-incentive fee net investment income, if any, that exceeds 2.1875%. The “catch-up” is meant to provide OFS Advisor with 20.0% of the pre-incentive fee net investment income as if a hurdle rate did not apply if pre-incentive fee net investment income exceeds 2.1875% in any calendar quarter.

Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter in which the Company incurs a loss. For example, if the Company receives pre-incentive fee net investment income in excess of the quarterly minimum hurdle rate, the Company will pay the applicable incentive fee even if the Company has incurred a loss in that quarter due to realized and unrealized capital losses. The Company’s net investment income used to calculate this part of the incentive fee is also included in the amount of the Company’s gross assets used to calculate the base management fee. These calculations are appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during such quarter.

The second part of the incentive fee (the “Capital Gains Fee”) is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and will equal 20.0% of the Company’s aggregate realized capital gains, if any, on a cumulative basis through the end of each calendar year, computed net of all realized capital losses, income taxes from realized capital gains and unrealized capital depreciation through the end of such year, less all previous amounts paid in respect of the Capital Gains Fee. Since inception through June 30, 2026, the Company has not made a Capital Gains Fee payment.

The Company accrues the Capital Gains Fee if, on a cumulative basis, the sum of net realized capital gains (losses) plus net unrealized appreciation (depreciation) is positive. An accrued Capital Gains Fee relating to net unrealized appreciation is deferred, and not due to OFS Advisor, until the close of the year in which such gains are realized. If, on a cumulative basis, the sum of net realized capital gains (losses) plus net unrealized appreciation (depreciation) decreases during a period, the Company will reverse any excess Capital Gains Fee previously accrued such that the amount of Capital Gains Fee accrued is no more than 20% of the sum of net realized capital gains (losses) plus net unrealized appreciation (depreciation). As of June 30, 2026 and December 31, 2025, there were no
accrued Capital Gains Fees.

If the Plan of Sale and Dissolution is approved by the stockholders, the Investment Advisory Agreement is expected to be terminated in connection with the dissolution and liquidation of the Company. Effective as of July 1, 2026, OFS Advisor has agreed to reduce its annual base management fee rate from 1.25% to 0.75% and has agreed to waive any Income Incentive Fee or Capital Gains Fee until the liquidation or dissolution of the Company. OFS Advisor is not entitled to recoup the amount of the reduced or waived fees. See “Note 10—Subsequent Events” for additional information.

The Investment Advisory Agreement will remain in effect from year-to-year upon annual approval by the Board or by the affirmative vote of the holders of a majority of the Company’s outstanding voting securities, and, in either case, if also approved by a majority of the Company’s directors who are not “interested persons” as defined in the 1940 Act. The Board most recently approved the continuation of the Investment Advisory Agreement on April 2, 2026. The Investment Advisory Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act, and may be terminated by the Company or OFS Advisor without penalty upon not less than 60 days written notice to the other. The holders of a majority of our outstanding voting securities may also terminate the Investment Advisory Agreement without penalty upon not less than 60 days written notice.

Dealer Manager Agreement: In connection with the Company’s Plan of Sale and Dissolution, the Dealer Manager Agreement automatically terminated upon termination of the Offering by the Board on July 23, 2026. From August 3, 2020 through July 23, 2026, CCO served as the dealer manager in the Offering. Pursuant to the Dealer Manager Agreement, CCO provided certain sales, promotional and marketing services to the Company in connection with the Offering. The Company paid CCO an aggregate dealer manager fee of an amount up to 3.0% of the gross proceeds from sales of the Offering. See “Note 10—Subsequent Events” for additional information.

Administration Agreement: OFS Services furnishes the Company with office facilities and equipment, necessary software licenses and subscriptions, and clerical, bookkeeping and record keeping services at such facilities pursuant to the Administration Agreement. The Board most recently approved the continuation of the Administration Agreement on April 2, 2026. Under the Administration Agreement, OFS Services performs, or oversees the performance of, the Company’s required administrative services, which include being responsible for the financial records that the Company is required to maintain and preparing reports to its stockholders and all other reports and materials required to be filed with the SEC or any other regulatory authority. In addition, OFS Services assists the Company in determining and publishing its net asset value, oversees the preparation and filing of its tax returns and the printing and dissemination of reports to its stockholders, and generally oversees the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. Under the Administration Agreement, OFS Services also provides managerial assistance on the Company’s behalf to those portfolio companies that have accepted the Company’s offer to provide such assistance. Payment under the Administration Agreement is equal to an amount based upon the Company’s allocable portion of OFS Services’s overhead in performing its obligations under the Administration Agreement, including, but not limited to,

rent, information technology services and the Company’s allocable portion of the cost of its officers, including its chief executive officer, chief financial officer, chief compliance officer and their respective staffs. To the extent that OFS Services outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to OFS Services. Amounts charged under the Administration Agreement exclude Contractual Issuer Expenses. If the Plan of Sale and Dissolution is approved by the stockholders, the Administration Agreement is expected to be terminated in connection with the dissolution and liquidation of the Company.

Equity Ownership: As of June 30, 2026, affiliates of OFS Advisor held 74,084 shares of common stock, which is approximately 5.0% of the Company’s outstanding shares of common stock.

Expenses recognized under agreements with OFS Advisor and OFS Services and distributions paid to affiliates for the three and six months ended June 30, 2026 and 2025 are presented below:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Base management fees

 

$

70,434

 

 

$

111,323

 

 

$

156,224

 

 

$

226,847

 

Incentive fees(1)

 

 

 

 

 

72,492

 

 

 

 

 

 

113,143

 

Administrative fees

 

 

167,975

 

 

 

175,468

 

 

 

286,800

 

 

 

345,890

 

Distributions paid to affiliates

 

 

2,223

 

 

 

13,335

 

 

 

5,934

 

 

 

26,670

 

 

(1)
During the three and six months ended June 30, 2025, incentive fees were comprised of Income Incentive Fees.

Expense Limitation Agreement:

The Investment Advisory Agreement provides expense support in regard to offering-related expenses, including Contractual Issuer Expenses and the amortization of deferred offering costs. Contractual Issuer Expenses are expensed as incurred and offering costs are deferred and amortized over the twelve-months following the period incurred on a straight-line basis. OFS Advisor’s obligation to provide expense support to the Company under the Investment Advisory Agreement can be terminated at any time.

Expense limitation provided under the Investment Advisory Agreement for the three and six months ended June 30, 2026 and 2025, is presented below:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net offering costs and Contractual Issuer Expenses limitations

 

$

6,496

 

 

$

10,222

 

 

$

13,259

 

 

$

17,616

 

 

The Company is conditionally liable for offering costs and Contractual Issuer Expenses that OFS Advisor and affiliates have incurred on its behalf throughout the Offering. The Investment Advisory Agreement entitles OFS Advisor to receive up to 1.5% of the gross proceeds raised in the Offering until all reimbursable offering costs and Contractual Issuer Expenses paid have been recovered.

As of June 30, 2026 and December 31, 2025, the Company is conditionally obligated under the Investment Advisory Agreement to reimburse OFS Advisor for expense support as follows:

 

 

June 30, 2026

 

 

December 31, 2025

 

Unreimbursed offering costs and Contractual Issuer Expenses(1)

 

$

364,690

 

 

$

520,063

 

 

 

(1)
On July 23, 2026, the Board approved the termination of the Offering. In connection with the termination of the Offering, the Company is no longer conditionally liable for offering costs and Contractual Issuer Expenses of $364,690 that OFS Advisor and affiliates incurred on its behalf throughout the Offering.