Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated March 25, 2025
Relating to Preliminary Prospectus Supplement dated March 25, 2025 and
Prospectus dated August 22, 2022
Registration No. 333-265695
STELLUS CAPITAL INVESTMENT CORPORATION
$75,000,000
7.25% Notes due 2030
PRICING TERM SHEET
March 25, 2025
| Issuer | Stellus Capital Investment Corporation (the “Company”) | |
| Security | 7.250% Notes due 2030 | |
| Expected Rating* | Morningstar DBRS: BBBL/Stable | |
| Aggregate Principal Amount Offered | $75,000,000 | |
| Maturity | April 1, 2030 | |
| Trade Date | March 25, 2025 | |
| Settlement Date** | April 1, 2025 (T+5) | |
| Use of Proceeds | To repay a portion of the outstanding borrowings under the Company’s senior secured revolving credit facility. | |
| Price to Public (Issue Price) | 98.973% of the aggregate principal amount | |
| Coupon (Interest Rate) | 7.250% | |
| Yield to Maturity | 7.500% | |
| Spread to Benchmark Treasury | +344 basis points | |
| Benchmark Treasury | 4.00% due February 28, 2030 | |
| Benchmark Treasury Yield | 4.058% | |
| Interest Payment Dates | April 1 and October 1, beginning October 1, 2025 | |
| Offer to Repurchase upon a Change of Control Repurchase Event | If a Change of Control Repurchase Event (as defined in the Preliminary Prospectus) occurs prior to maturity, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. | |
| Optional Redemption |
Prior to October 1, 2029 (six months prior to the maturity date of the Notes) (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of the principal amount and rounded to three decimal places) equal to the greater of:
• (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points less (b) interest accrued to the date of redemption; and
• 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. |
| Denomination | $2,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP | 858568 AC2 | |
| ISIN | US858568AC27 | |
| Underwriting Discount | 2.00% | |
| Book-Running Manager | Raymond James & Associates, Inc. | |
| Passive Book-Running Managers | Goldman Sachs & Co. LLC Keefe, Bruyette & Woods, Inc. | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** | Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the business day before delivery thereof will be required, by virtue of the fact that the Notes initially will settle T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors. |
Investors are advised to carefully consider the investment objective, risks, charges and expenses of the Company before investing. The Preliminary Prospectus, which has been filed with the U.S. Securities and Exchange Commission (“SEC”), contains this and other information about the Company and should be read carefully before investing.
The information in the Preliminary Prospectus and in this pricing term sheet is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of the Company and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted.
A shelf registration statement relating to these securities is on file with and has been declared effective by the SEC. Before you invest, you should read the Preliminary Prospectus, the accompanying prospectus, and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus and the accompanying prospectus if you request it from Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Florida 33716, email: prospectus@raymondjames.com, tel: 800-248-8863.