SEC Company Response from Oxford Square Capital (OXSQ) — Sep 20, 2022
Oxford Square Capital Corp.
Date: Sept. 20, 2022 · CIK: 0001259429 · Accession: 0001213900-22-057500
AI Filing Summary & Sentiment
File numbers found in text: 333-265533
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CORRESP
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1900 K Street, NW
Washington, DC 20006-1110
+1 202 261 3300 Main
+1 202 261 3333 Fax
www.dechert.com
Harry S. Pangas
harry.pangas@dechert.com
+1 202 261 3466 Direct
+1 202 261 3333 Fax
September 20, 2022
VIA EDGAR
Division of Investment Management
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn: Megan Miller and Christopher
Bellacicco
Re: Oxford Square Capital Corp.
Registration Statement on Form N-2
File Number: 333-265533
Ladies and Gentlemen:
On behalf of Oxford Square Capital Corp. (the
“Company”), this letter responds to the comments provided telephonically by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (“SEC”) to Dechert LLP, counsel to the Company, on June 23, 2022
and July 6, 2022 relating to the Company’s registration statement on Form N-2 that was filed with the SEC on June 10, 2022 (the
“Registration Statement”). For your convenience, the Staff’s comments are summarized in this letter, and
each comment is followed by the responses of the Company. Capitalized terms used in this letter and not otherwise defined herein shall
have the meanings specified in Amendment No. 1 to the draft registration statement on Form N-2 filed by the Company on the date hereof
(such draft registration statement being referred to herein as the “Amended Registration Statement”).
Accounting Comments
1. Comment: Please ensure that the Schedule of Investments includes all information required by footnote
8, including paragraph (c) thereof, to Rule 12-12 of Regulation S-X
Response: The Company has complied
with this comment. See page 21 of the Amended Registration Statement.
2. Comment: Please include in the Example contained in the Fees and Expenses table on page 5 of the
Registration Statement the effect on the incentive fee expenses assuming that all of the Company’s earnings were generated from
capital gains.
September 20, 2022
Page 2
Response: The Company has complied with this comment.
See page 5 of the Amended Registration Statement.
3. Comment: Please supplementally provide the Staff with the following information with respect to
the Company’s first and second lien debt investments in Premiere Global Services, Inc.:
i. whether each of the investments are
income producing; and
ii. the dollar amount of any accrued
and unpaid interest on each of the investments.
Response: On a supplemental
basis, the Company advises the Staff that its investments in the first and second lien debt of Premiere Global Services, Inc. were placed
on non-accrual during the quarters ended June 30, 2021, and September 30, 2019, respectively. Accordingly, the Company ceased recognizing
interest income on the investments and reversed all unpaid, accrued interest on the investments during such period. Because the debt
investments remained on non-accrual status at March 31, 2022 and June 30, 2022, the Company included a footnote that indicates that the
first and second lien debt investments (as well as the replacement revolver) of Premiere Global Services, Inc. were on non-accrual status
as of such date in each of its SEC filings for the applicable period. The Company will revise the footnote denoting that the three investments
are on non-accrual status in future SEC filings to clarify that the Company has not recognized interest income on the investments as
of such period end.
Legal Comments
1. Comment: Please include a hyperlink for any documents that are incorporated by reference as required by Rule 411(b) under the
Securities Act of 1933.
Response: The Company has complied with this comment.
See pages 6, 7, 11, 12, 13, 27, 28, 29, 30 and 65 of the Amended Registration Statement.
2. On page 59 of the Company’s most recent Annual Report on Form 10-K, the Company discloses the high and low sales prices for
its common stock during the last two fiscal years. The Company also discloses that its common stock has traded at a discount to net asset
value during certain quarters in the last two fiscal years. Please disclose any steps the Company has taken to reduce the discount to
net asset value and the effect of those measures as required by Item 8(5)(d) of Form N-2.
September 20, 2022
Page 3
Response: On a supplemental basis,
the Company advises the Staff that it has not taken any specific measures (e.g., repurchase of shares in the open market or conduct a
tender offer for shares) that are intended to reduce any trading discount to net asset value. To the extent the Company takes such steps
to reduce the discount to net asset value in the future, it will update its disclosures in future SEC filing.
3. Please include the share price data disclosure required by Item 8(5)(b) for the fiscal quarters since the filing of the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
Response: The Company has complied with this comment.
See page 11 of the Amended Registration Statement.
4. Please make any necessary updates to the Legal Matters section of the Registration Statement to reflect the change in legal counsel
representation for the Company.
Response: The Company has complied with this comment.
See page 68 of the Amended Registration Statement.
5. Please include the Company’s most recently filed proxy statement in the Incorporation by Reference section of the Registration
Statement.
Response: The Company has complied with this comment.
See page 69 of the Amended Registration Statement.
* * *
Should you have any questions or comments, please
contact the undersigned at 202.261.3466.
Sincerely,
Harry S. Pangas