UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported):
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June 12, 2013
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Gladstone Investment Corporation
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(Exact name of registrant as specified in its charter)
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Delaware
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814-00704
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83-0423116
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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1521 Westbranch Drive, Suite 200, McLean, Virginia
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22102
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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703-287-5800
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Not Applicable
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Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
As originally described in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 2, 2013, Gladstone Investment Corporation (the "Company"), through one of its wholly-owned subsidiary, Gladstone Business Investment, LLC ("Business Investment"), is a party to a fifth amended and restated credit agreement (the "Credit Agreement"), dated as of April 30, 2013, with Key Equipment Finance, Inc, as administrative agent, lead arranger and a lender (the "Administrative Agent"), Branch Banking and Trust Company, as a lender and managing agent, and Gladstone Management Corporation, the Company’s affiliated investment adviser, as servicer (the "Servicer"), providing for a $70 million credit facility.
On June 12, 2013, the Company increased its borrowing capacity under the Credit Agreement from $70 million to $105 million by entering into Joinder Agreements pursuant to the Credit Agreement, by and among Business Investment, the Administrative Agent, the Servicer and each of Alostar Bank of Commerce and Everbank Commercial Finance, Inc.
The Company issued a press release announcing the increase in borrowing capacity, which is attached hereto as Exhibit 99.1. Copies of the Joinder Agreements are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
10.1 Joinder Agreement, dated as of June 12, 2013, by and among the Gladstone Business Investment, LLC, Gladstone Management Corporation, Key Equipment Finance Inc. and Everbank Commercial Finance, Inc.
10.2 Joinder Agreement, dated as of June 12, 2013, by and among the Gladstone Business Investment, LLC, Gladstone Management Corporation, Key Equipment Finance Inc. and Alostar Bank of Commerce.
99.1 Press Release of Gladstone Investment Corporation, dated June 17, 2013.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Gladstone Investment Corporation
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June 17, 2013
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By:
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/s/ David Watson
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Name: David Watson
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Title: Chief Financial Officer & Treasurer
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Exhibit Index
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Exhibit No.
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Description
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10.1
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Joinder Agreement, dated as of June 12, 2013, by and among the Gladstone Business Investment, LLC, Gladstone Management Corporation, Key Equipment Finance Inc. and Everbank Commercial Finance, Inc.
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10.2
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Joinder Agreement, dated as of June 12, 2013, by and among the Gladstone Business Investment, LLC, Gladstone Management Corporation, Key Equipment Finance Inc. and Alostar Bank of Commerce.
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99.1
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Press Release of Gladstone Investment Corporation, dated June 17, 2013.
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Exhibit 10.1
JOINDER AGREEMENT
Reference is made to the that certain Fifth Amended and Restated Credit Agreement dated as of
April 30, 2013 by and among Gladstone Business Investment, LLC, Gladstone Management Corporation,
as Servicer, the Lenders and Managing Agents parties thereto from time to time, and Key Equipment
Finance Inc., as Administrative Agent, (as amended, modified or restated from time to time, the
“
Credit Agreement
”). Capitalized terms used and not otherwise defined herein are used with
the meanings set forth or incorporated by reference in the Credit Agreement.
EVERBANK COMMERCIAL FINANCE, INC. (the “
New Managing Agent
”), EVERBANK COMMERCIAL
FINANCE, INC. (the “
New Lender
”; and together with the New Managing Agent, the “
New
Lender Group
”), the Administrative Agent, the Borrower and the Servicer agree as follows:
1. Borrower has requested that the New Lender Group become a “Lender Group” under the Credit
Agreement.
2. The effective date (the “
Effective Date
”) of this Joinder Agreement shall be the
later of (i) the date on which a fully executed copy of this Joinder Agreement is delivered to the
Administrative Agent and (ii) the date of this Joinder Agreement.
3. By executing and delivering this Joinder Agreement, each of the New Managing Agent and the
New Lender (i) confirms that it has received a copy of the Credit Agreement and such Transaction
Documents and other documents and information requested by it, and that it has, independently and
without reliance upon Borrower, Servicer, any Lender, any Managing Agent or the Administrative
Agent, and based on such documentation and information as it has deemed appropriate, made its own
decision to enter into this Joinder Agreement; (ii) agrees that it shall, independently and without
reliance upon Borrower, Servicer, any Lender, any Managing Agent or the Administrative Agent, and
based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under the Credit Agreement and any of the
Transaction Documents; (iii) appoints and authorizes the Administrative Agent to take such action
on its behalf and to exercise such powers and discretion under the Credit Agreement and the
Transaction Documents as are delegated to the Administrative Agent by the terms hereof and thereof,
together with such powers and discretion as are reasonably incidental thereto; (iv) agrees that it
shall perform in accordance with their terms all of the obligations that by the terms of the Credit
Agreement are required to be performed by it as a Managing Agent and a Lender, respectively; (v)
specifies as its address for notices the office set forth beneath its name on the signature pages
of this Joinder Agreement; and (vi), in the case of the New Lender, appoints and authorizes the New
Managing Agent as its Managing Agent to take such action as a managing agent on its behalf and to
exercise such powers under the Credit Agreement, as are delegated to the Managing Agents by the
terms thereof.
4. On the Effective Date of this Joinder Agreement, both of the New Managing Agent and the New
Lender shall join in and be a party to the Credit Agreement and, to the extent provided in this
Joinder Agreement, shall have the rights and obligations of a Managing Agent, and a Lender,
respectively, under the Credit Agreement.
5. This Joinder Agreement may be executed by one or more of the parties on any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute
one and the same instrument.
6. This Joinder Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first above written, such
execution being made on Schedule I hereto.
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1
Schedule I
to
Joinder Agreement
Dated June 12th, 2013
Section 1
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The “Commitment” with respect to the New Lender is:
EverBank Commercial Finance, Inc. $20,000,000
Section 2
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The “Group Advance Limit” with respect to the New Lender Group is $20,000,000.
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NEW LENDER: EVERBANK COMMERCIAL FINANCE, INC.
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Name: David D’Antonio
Title: Managing Director
Address for notices:
EverBank Commercial Finance, Inc.
700 East Gate Drive, Suite 310
Mount Laurel, NJ 08054
E-mail: Dave.Dantonio@EverBank.com
and LFLoanAdmin@EverBank.com
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NEW MANAGING AGENT: EVERBANK COMMERCIAL FINANCE, INC.
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Name: David D’Antonio
Title: Managing Director
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Address for notices:
EverBank Commercial Finance, Inc.
700 East Gate Drive, Suite 310
Mount Laurel, NJ 08054
E-mail:
Dave.Dantonio@EverBank.com
And LFLoanAdmin@EverBank.com
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Consented to this
12th
day of June, 2013 by:
KEY EQUIPMENT FINANCE INC.,
as Administrative Agent
By:
/s/ Richard S. Andersen
Name: Richard S. Andersen
Title: Vice President
GLADSTONE BUSINESS INVESTMENT, LLC,
as Borrower
By:
/s/ David Gladstone
Name: David Gladstone
Title: Chairman and CEO
GLADSTONE MANAGEMENT CORPORATION,
as Servicer
By:
/s/ David Gladstone
Name: David Gladstone
Title: Chairman, CEO and President
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Exhibit 10.2
JOINDER AGREEMENT
Reference is made to the that certain Fifth Amended and Restated Credit Agreement dated as of
April 30, 2013 by and among Gladstone Business Investment, LLC, Gladstone Management Corporation,
as Servicer, the Lenders and Managing Agents parties thereto from time to time, and Key Equipment
Finance Inc., as Administrative Agent, (as amended, modified or restated from time to time, the
“
Credit Agreement
”). Capitalized terms used and not otherwise defined herein are used with
the meanings set forth or incorporated by reference in the Credit Agreement.
ALOSTAR BANK OF COMMERCE (the “
New Managing Agent
”), ALOSTAR BANK OF COMMERCE (the
“
New Lender
”; and together with the New Managing Agent, the “
New Lender Group
”),
the Administrative Agent, the Borrower and the Servicer agree as follows:
1. Borrower has requested that the New Lender Group become a “Lender Group” under the Credit
Agreement.
2. The effective date (the “
Effective Date
”) of this Joinder Agreement shall be the
later of (i) the date on which a fully executed copy of this Joinder Agreement is delivered to the
Administrative Agent and (ii) the date of this Joinder Agreement.
3. By executing and delivering this Joinder Agreement, each of the New Managing Agent and the
New Lender (i) confirms that it has received a copy of the Credit Agreement and such Transaction
Documents and other documents and information requested by it, and that it has, independently and
without reliance upon Borrower, Servicer, any Lender, any Managing Agent or the Administrative
Agent, and based on such documentation and information as it has deemed appropriate, made its own
decision to enter into this Joinder Agreement; (ii) agrees that it shall, independently and without
reliance upon Borrower, Servicer, any Lender, any Managing Agent or the Administrative Agent, and
based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under the Credit Agreement and any of the
Transaction Documents; (iii) appoints and authorizes the Administrative Agent to take such action
on its behalf and to exercise such powers and discretion under the Credit Agreement and the
Transaction Documents as are delegated to the Administrative Agent by the terms hereof and thereof,
together with such powers and discretion as are reasonably incidental thereto; (iv) agrees that it
shall perform in accordance with their terms all of the obligations that by the terms of the Credit
Agreement are required to be performed by it as a Managing Agent and a Lender, respectively; (v)
specifies as its address for notices the office set forth beneath its name on the signature pages
of this Joinder Agreement; and (vi), in the case of the New Lender, appoints and authorizes the New
Managing Agent as its Managing Agent to take such action as a managing agent on its behalf and to
exercise such powers under the Credit Agreement, as are delegated to the Managing Agents by the
terms thereof.
4. On the Effective Date of this Joinder Agreement, both of the New Managing Agent and the New
Lender shall join in and be a party to the Credit Agreement and, to the extent provided in this
Joinder Agreement, shall have the rights and obligations of a Managing Agent, and a Lender,
respectively, under the Credit Agreement.
5. This Joinder Agreement may be executed by one or more of the parties on any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute
one and the same instrument.
6. This Joinder Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first above written, such
execution being made on Schedule I hereto.
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Schedule I
to
Joinder Agreement
Dated June 12th, 2013
Section 1
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The “Commitment” with respect to the New Lender is:
AloStar Bank of Commerce $15,000,000
Section 2
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The “Group Advance Limit” with respect to the New Lender Group is $15,000,000.
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NEW LENDER: ALOSTAR BANK OF COMMERCE
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By:
/s/ Susan M. Hall
Name: Susan M. Hall
Title: Managing Director
Address for notices:
AloStar Bank of Commerce
3630 Peachtree Road NE, Suite 1050
Atlanta, GA 30326
E-mail: jgettmann@alostarbank.com
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NEW MANAGING AGENT: ALOSTAR BANK OF COMMERCE
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By:
/s/ Susan M. Hall
Name: Susan M. Hall
Title: Managing Director
Address for notices:
AloStar Bank of Commerce 3630 Peachtree Road NE,
Suite 1050 Atlanta, GA 30326 E-mail:
jgettmann@alostarbank.com
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Consented to this
12th
day of June, 2013 by:
KEY EQUIPMENT FINANCE INC.,
as Administrative Agent
By:
/s/ Richard S. Andersen
Name: Richard S. Andersen
Title: Vice President
GLADSTONE BUSINESS INVESTMENT, LLC,
as Borrower
By:
/s/ David Gladstone
Name: David Gladstone
Title: Chairman and CEO
GLADSTONE MANAGEMENT CORPORATION,
as Servicer
By:
/s/ David Gladstone
Name: David Gladstone
Title: Chairman, CEO and President
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Exhibit 99.1
Gladstone Investment Corporation Increases Credit Facility by 50% to $105 Million with
Addition of Two New Lenders
McLean, VA, June 17, 2013: Gladstone Investment Corporation (NASDAQ: GAIN) (“Gladstone
Investment” and the “Company”) announced today that on June 12, 2013, it increased its borrowing
capacity in its line of credit by $35 million to $105 million in aggregate with the addition of two
new lenders. Through Gladstone Investments’ wholly-owned subsidiary, Gladstone Business
Investment, LLC, the Company is a party to a fifth amended and restated credit agreement (the
“Credit Agreement”), dated as of April 30, 2013, with Key Equipment Finance, Inc, as administrative
agent, lead arranger and a lender and Branch Banking and Trust Company, as a lender and managing
agent, originally providing for a 3-year $70 million credit facility. On June 12, 2013, the
Company increased its borrowing capacity under the Credit Agreement from $70 million to $105
million by adding two new lenders, Alostar Business Credit and Everbank Commercial Finance, Inc.
Subject to certain terms and conditions, the Credit Facility may further be expanded up to $200
million through the addition of other lenders to the facility.
Gladstone Investment Corporation is a publicly traded business development company that seeks to
make debt and equity investments in small and mid-sized businesses in the United States in
connection with acquisitions, changes in control and recapitalizations. Gladstone Investment has
paid 95 consecutive monthly cash distributions on its common stock.
Information on the business activities of all the Gladstone funds can be found at
www.gladstonecompanies.com
. For Investor Relations inquiries related to any of the monthly
dividend paying Gladstone funds, please visit
www.gladstone.com
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Source: Gladstone Investment Corporation: +1-703-287-5893