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N-2 - shares
Feb. 29, 2024
Dec. 31, 2023
Cover [Abstract]    
Entity Central Index Key 0001513363  
Amendment Flag false  
Entity Inv Company Type N-2  
Document Type N-2  
Entity Registrant Name FIDUS INVESTMENT CORPORATION  
Entity Address, Address Line One 1603 Orrington Avenue  
Entity Address, Address Line Two Suite 1005  
Entity Address, City or Town Evanston  
Entity Address, State or Province IL  
Entity Address, Postal Zip Code 60201  
City Area Code 847  
Local Phone Number 859-3940  
Approximate Date of Commencement of Proposed Sale to Public From time to time after the effective date of this Registration Statement.  
Dividend or Interest Reinvestment Plan Only false  
Delayed or Continuous Offering true  
Primary Shelf [Flag] true  
Effective Upon Filing, 462(e) false  
Additional Securities Effective, 413(b) false  
Effective when Declared, Section 8(c) false  
New Effective Date for Previous Filing false  
Additional Securities. 462(b) false  
No Substantive Changes, 462(c) false  
Exhibits Only, 462(d) false  
Registered Closed-End Fund [Flag] false  
Business Development Company [Flag] true  
Interval Fund [Flag] false  
Primary Shelf Qualified [Flag] true  
Entity Well-known Seasoned Issuer No  
Entity Emerging Growth Company false  
New CEF or BDC Registrant [Flag] false  
Fee Table [Abstract]    
Shareholder Transaction Expenses [Table Text Block]
The information in “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Fees and Expenses” in Part II of our most recent Annual Report on
Form 10-K
is incorporated by reference herein.
 
  
Financial Highlights [Abstract]    
Senior Securities, Note [Text Block]
SENIOR SECURITIES
Information about our senior securities as of the fiscal years ended December 31, 2023 to 2014 is located in the notes to our consolidated financial statements under the caption “Note 6. Debt” in our most recent Annual Report on Form
10-K,
and is incorporated herein by reference. The report of our independent registered public accounting firm on the senior securities table as of December 31, 2023 is included in our most recent Annual Report on Form
10-K,
filed on February 29, 2024, and is incorporated by reference into the registration statement of which this prospectus is a part.
 
General Description of Registrant [Abstract]    
Risk Factors [Table Text Block]
Investing in our securities involves a number of significant risks. In addition to the other information contained in this prospectus and any accompanying prospectus supplement, you should consider carefully the following information before making an investment in our securities. Before deciding whether to invest in our securities, you should carefully consider the risks and uncertainties described in the section titled “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, and discussed in the section titled “Risk Factors” in Part I, Item 1A of our most recent Annual Report
on Form 10-K
and any subsequent filings we have made with the SEC that are incorporated by reference into this prospectus or any prospectus supplement, together with other information in this prospectus, the documents incorporated by reference in this prospectus or any prospectus supplement, and any free writing prospectus that we may authorize for use in connection with this offering. The risks and uncertainties described in these documents could materially adversely affect our business, financial condition and results of operations. The risks described in these documents are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that could adversely affect our business. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously harmed. This could cause our net asset value and the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please also read carefully the section titled “Special Note Regarding Forward-Looking Statements” in this prospectus.
 
  
Capital Stock, Long-Term Debt, and Other Securities [Abstract]    
Capital Stock [Table Text Block]
The following description is based on relevant portions of the Maryland General Corporation Law and on our charter and bylaws. This summary is not necessarily complete, and we refer you to the Maryland General Corporation Law and our charter and bylaws for a more detailed description of the provisions summarized below.
Capital Stock
Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share, of which 30,646,509 were outstanding as of February 27, 2024. Our common stock trades on the Nasdaq Global Select Market under the ticker symbol “FDUS.” There are no outstanding options or warrants to purchase our stock. No stock has been authorized for issuance under any equity compensation plan. Under Maryland law, our stockholders generally are not personally liable for our debts or obligations.
Under our charter, our board of directors is authorized to classify and reclassify any unissued shares of stock into other classes or series of stock without obtaining stockholder approval. As permitted by the Maryland General Corporation Law, our charter provides that the board of directors, without any action by our stockholders, may amend the charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority to issue.
Common Stock
All shares of our common stock have equal rights as to earnings, assets, voting, and distributions and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of our common stock if, as and when authorized by our board of directors and declared by us out of assets legally available therefor. Shares of our common stock have no preemptive, conversion or redemption rights and are freely transferable, except where their transfer is restricted by federal and state securities laws or by contract. In the event of our liquidation, dissolution or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time. Each share of our common stock is entitled to one vote on all matters submitted to a vote of stockholders, including the election of directors. Except as provided with respect to any other class or series of stock, the holders of our common stock will possess exclusive voting power. There is no cumulative voting in the election of directors, which means that holders of a majority of the outstanding shares of common stock can elect all of our directors, and holders of less than a majority of such shares will be unable to elect any director.
Long-Term Debt
The SBA debentures issued by the Funds have fixed interest rates that approximate prevailing
10-year
Treasury Note rates plus a spread and have a maturity of ten years with interest payable semi-annually. The principal amount of the SBA debentures is not required to be paid before maturity but may be
pre-paid
at any time. As of December 31, 2023, Fund II and Fund III had $35.0 million and $175.0 million of outstanding SBA debentures, respectively.
Credit Facility
On June 16, 2014, we entered into a senior secured revolving credit agreement (the “Credit Agreement” and the senior secured revolving credit facility, the “Credit Facility”) with ING Capital LLC (“ING”), as the administrative agent, collateral agent, and lender. The Credit Facility is secured by certain portfolio investments held by us, but portfolio investments held by the Funds are not collateral for the Credit Facility. On April 24, 2019, we entered into an Amended & Restated Senior Secured Revolving Credit Agreement (the “Amended
Credit Agreement”) among us, as borrower, the lenders party thereto, and ING, as administrative agent. On June 26, 2020, we entered into an amendment to the Amended Credit Agreement that, among other changes, modified certain financial covenants. On August 17, 2022, the Company entered into a second amendment to the Amended Credit Agreement (“Second Amendment”). The Second Amendment, among other things: (i) changed the underlying benchmark used to compute interest under the Amended Credit Agreement to the Secured Overnight Financing Rate (SOFR) from the London Interbank Offered Rate (LIBOR); (ii) reduced the applicable margin from 3.00% to 2.675% on SOFR loans prior to satisfying certain step-down conditions, and from 2.675% to 2.50% after satisfying certain step-down conditions, with commensurate reductions in the applicable margins for base rate loans; (iii) provided for a loan commitment availability period ending on August 17, 2026; (iv) extended the maturity date to August 17, 2027 from April 24, 2023; and (v) amended certain financial covenants, including (a) amending the asset coverage ratio to no less than 1.50 to 1.00 from no less than 2.00 to 1.00 (on a regulatory basis); and (b) requiring the Company to maintain a senior asset coverage ratio of no less than 2.00 to 1.00.
We pay a commitment fee that varies depending on the size of the unused portion of the Credit Facility: 2.500% to 2.675% per annum on the unused portion of the Credit Facility at or below 35% of the commitments and 0.50% per annum on any remaining unused portion of the Credit Facility between the total commitments and the 35% minimum utilization. The Credit Facility is secured by a first priority security interest in all of our assets, excluding the assets of our SBIC subsidiaries.
Amounts available to borrow under the Credit Facility are subject to a minimum borrowing/collateral base that applies an advance rate to certain investments held by us, excluding investments held by the Funds. We are subject to limitations with respect to the investments securing the Credit Facility, including, but not limited to, restrictions on sector concentrations, loan size, payment frequency and status and collateral interests, as well as restrictions on portfolio company leverage, which may also affect the borrowing base and therefore amounts available to borrow.
We have made customary representations and warranties and we are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. These covenants are subject to important limitations and exceptions that are described in the documents governing the Credit Facility. As of December 31, 2023, we were in compliance in all material respects with the terms of the Credit Agreement and there were no borrowings outstanding under the Credit Facility.
 
Outstanding Securities [Table Text Block]
Outstanding Securities
The following table shows our outstanding classes of securities as of December 31, 2023:
 
(a) Title of Class
   
(b) Amount
Authorized
  
(c) Amount
Held by

us or
for Our
Account
     
(d) Amount
Outstanding

Exclusive of
Amounts

Shown Under (c)
Common Stock
    100,000,000     70,540      30,438,979
SBA Debentures
    $325.0 million
 (1)
     —       $210.0 million
Credit Facility
    $100.0 million     —       $— 
Notes
    $250.0 million     —       $250.0 million
 
(1)
 
For more information regarding our limitations as to SBA debenture issuances, see “Regulation — Small Business Administration Regulations” in our most recent Annual Report on Form
10-K.
  
Business Contact [Member]    
Cover [Abstract]    
Entity Address, Address Line One 1603 Orrington Avenue  
Entity Address, Address Line Two Suite 1005  
Entity Address, City or Town Evanston  
Entity Address, State or Province IL  
Entity Address, Postal Zip Code 60201  
Contact Personnel Name Edward H. Ross  
SBA Debentures [Member]    
Capital Stock, Long-Term Debt, and Other Securities [Abstract]    
Outstanding Security, Title [Text Block]   SBA Debentures
Outstanding Security, Authorized [Shares] [1]   325,000,000
Outstanding Security, Held [Shares]   0
Outstanding Security, Not Held [Shares]   210,000,000
Credit Facility [Member]    
Capital Stock, Long-Term Debt, and Other Securities [Abstract]    
Outstanding Security, Title [Text Block]   Credit Facility
Outstanding Security, Authorized [Shares]   100,000,000
Outstanding Security, Held [Shares]   0
Outstanding Security, Not Held [Shares]   0
Notes [Member]    
Capital Stock, Long-Term Debt, and Other Securities [Abstract]    
Outstanding Security, Title [Text Block]   Notes
Outstanding Security, Authorized [Shares]   250,000,000
Outstanding Security, Held [Shares]   0
Outstanding Security, Not Held [Shares]   250,000,000
Common Share [Member]    
Capital Stock, Long-Term Debt, and Other Securities [Abstract]    
Security Title [Text Block] Common Stock  
Outstanding Security, Title [Text Block]   Common Stock
Outstanding Security, Authorized [Shares]   100,000,000
Outstanding Security, Held [Shares]   70,540
Outstanding Security, Not Held [Shares]   30,438,979
[1] For more information regarding our limitations as to SBA debenture issuances, see “Regulation — Small Business Administration Regulations” in our most recent Annual Report on Form 10-K.