Subsequent Events Not Disclosed Elsewhere |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events Not Disclosed Elsewhere | Note 10. Subsequent Events Amendment to Note Purchase Agreement On July 22, 2026, the Company entered into the NPA Amendment to the Note Purchase Agreement. The NPA Amendment modified certain provisions of the Note Purchase Agreement in connection with the Company’s Plan of Sale and Dissolution, including provisions relating to: (i) financial reporting; (ii) change of control; (iii) corporate existence; (iv) BDC and regulated investment company status; (v) investment policies; (vi) restricted payments; (vii) line of business; (viii) asset coverage; and (ix) events of default. The Amendment also permits the Company to prepare its financial statements on a liquidation basis of accounting following deregistration of the Company’s common stock under the Exchange Act. Approval of Plan of Sale and Dissolution On July 23, 2026, the Board approved and adopted the Plan of Sale and Dissolution and determined to submit the Plan of Sale and Dissolution to the Company’s stockholders for approval at the Company’s 2026 annual meeting of stockholders. If approved by the Company’s stockholders, the Plan of Sale and Dissolution authorizes the Company to sell, convey, transfer or otherwise dispose of all or substantially all of the Company’s assets, in one or more transactions, in accordance with Section 3-105 of the Maryland General Corporation Law (the “MGCL”) and to wind down its business and affairs and dissolve in accordance with Section 3-403 and related provisions of the MGCL. The Plan of Sale and Dissolution contemplates the satisfaction of the Company’s outstanding liabilities and obligations, including the Unsecured Note, the making of one or more liquidating distributions to stockholders and the ultimate dissolution of the Company. The Plan of Sale and Dissolution also authorizes the Company to establish one or more liquidating trusts if determined by the Board to be advisable in connection with the orderly completion of the liquidation process. ASC Topic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting (“ASC-205-30”), provides a scope exception for investment companies regulated under the 1940 Act. Accordingly, while the Company is regulated under the 1940 Act, as a BDC or otherwise, it will not be subject to the general provisions of ASC 205-30 and will continue to prepare its consolidated financial statements in accordance with ASC Topic 946, Financial Services—Investment Companies. However, despite this scope exception, SEC guidance may require the Company to record liquidation expenses when it is probable that a liability has been incurred and the amount can be reasonably estimated, which may require the recognition of expenses sooner than it would have historically. Termination of Offering On July 23, 2026, the Board approved the termination of the Offering. The Board determined that continuation of the Offering was not consistent with the Plan of Sale and Dissolution. Termination of Dealer Manager Agreement Pursuant to Section 11.1 of the Dealer Manager Agreement, the Dealer Manager Agreement automatically terminated upon Change in Investment Objective In connection with the approval of the Plan of Sale and Dissolution, the Board approved a change in the Company’s investment objective. The Company’s new investment objective is to maximize value for stockholders through the orderly management, monetization and disposition of its existing investment portfolio, repayment of liabilities and preservation of assets pending distribution to stockholders. The Company does not expect to make additional portfolio investments during the wind down process, other than as may be required to fulfill existing commitments. Waiver of Advisory 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. Partial Redemption of the Unsecured Note On July 28, 2026, the Company caused a notice to be issued to the holder of the Unsecured Note regarding the exercise of its option to partially redeem $4,000,000 of the outstanding Unsecured Note on August 10, 2026. Declaration of Distribution On July 29, 2026, the Board declared a distribution of $0.01 per common share, which will be paid on October 15, 2026 to stockholders of record on July 29, 2026. |