Gladstone Investment Corporation Launches Public Offering of 6.00% Notes
August 05 2020 - 4:30PM
Gladstone Investment Corporation (Nasdaq: GAIN) (the “Company”)
today announced that on May 22, 2020 it filed a prospectus
supplement with the U.S. Securities and Exchange Commission (“SEC”)
for a continuous public offering of up to $350 million of its 6.00%
Notes due 2040 (the “Notes”) at an offering price of $25.00 per
share (the “Offering”). The Company is only offering up to $200
million aggregate principal amount of the Notes under the
prospectus supplement and intends to file a new shelf registration
statement on Form N-2 and a related prospectus supplement in order
to register and offer the entire aggregate principal amount of
Notes by July 2022. Of the $200 million in Notes offered under the
existing prospectus supplement, the Company expects up to $177
million in net proceeds, after payment of dealer manager fees and
selling commissions and estimated expenses of the Offering payable
by the Company, assuming all Notes are sold in the Offering.
Gladstone Securities, LLC, an affiliate of the Company (“Gladstone
Securities”), will serve as the Company’s exclusive dealer manager
in connection with the Offering. The Notes are being offered by
Gladstone Securities on a “reasonable best efforts” basis pursuant
to a Dealer Manager Agreement dated as of May 22, 2020, entered
into between the Company and Gladstone Securities (the “Dealer
Manager Agreement”).
The Company expects that the Offering will terminate on the date
that is the earlier of (1) July 1, 2025 (unless earlier terminated
or extended by our Board of Directors) and (2) the date on which
all $350 million of Notes offered are sold. There is currently no
public market for the Notes. The Company intends to apply to list
the Notes on Nasdaq or another national securities exchange within
one calendar year of the Termination Date, however, there can be no
assurance that a listing will be achieved in such timeframe, or at
all. We do not expect a public market to develop before the
Notes are listed on Nasdaq or another national securities exchange,
if at all.
The Offering is currently being conducted as a public offering
under the Company’s effective shelf registration statement, filed
with the SEC (File No. 333-232124), which became effective on July
24, 2019. Before you invest, you should read the prospectus in the
registration statement, the prospectus supplement, and other
documents that the Company has filed with the SEC for more complete
information about the Company or the Offering. You may access these
documents for free by visiting EDGAR on the SEC’s website at
www.SEC.gov. Alternatively, the Dealer Manager for the Offering,
Gladstone Securities, LLC, will arrange to mail you the prospectus
and prospectus supplement if you request one by calling toll-free
at (833) 849-5993 or sending a request to: Gladstone Securities,
LLC, 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102, Attn:
John Kent.
Timbrel Capital, LLC is acting as National Accounts Manager on
the Offering and is a third party not affiliated with Gladstone
Securities LLC or the Company.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
other jurisdiction.
About Gladstone Investment Corporation:
Gladstone Investment Corporation is a publicly traded business
development company that seeks to make secured debt and equity
investments in lower middle market businesses in the United States
in connection with acquisitions, changes in control and
recapitalizations. Information on the business activities of all
the Gladstone funds can be found at www.gladstonecompanies.com.
About Gladstone Securities, LLC:
Gladstone Securities, LLC (Member of FINRA/SIPC), our affiliated
broker dealer, is a boutique broker dealer that distributes certain
investment products through various participating broker dealers
and registered investment advisors. Gladstone Securities
serves as the dealer manager for Gladstone Investment Corporation,
Gladstone Land Corporation and Gladstone Commercial Corporation. In
addition to our Notes offering, Gladstone Securities also currently
serves as dealer manager for the Gladstone Commercial Corporation
$500 Million 6.0% Series F Cumulative Redeemable Preferred Stock
and the Gladstone Land Corporation $500 Million 6.0% Series C
Cumulative Redeemable Preferred Stock offerings. For more
information, call (833) 849-5993.
Forward-Looking Statements:
This press release contains statements as to the Company’s
intentions and expectations of the outcome of future events that
are forward-looking statements. You can identify these statements
by the fact that they do not relate strictly to historical or
current facts. Forward-looking statements are not guarantees of
future performance and involve known and unknown risks,
uncertainties and other factors that may cause the actual results
to differ materially from those anticipated at the time the
forward-looking statements are made. These statements relate to the
offering of the Notes, expected net proceeds and the anticipated
use of the net proceeds. No assurance can be given that the
transaction discussed above will be completed on the terms
described, or at all. Completion of the Offering on the terms
described are subject to numerous conditions, many of which are
beyond the control of the Company. The Company undertakes no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law. For a description of
certain risks to which the Company is or may be subject, please
refer to the factors discussed under the captions “Forward-Looking
Statements” and “Risk Factors” and other similar headings included
in the Company’s filings with the SEC (accessible at
www.sec.gov).
Source: Gladstone Investment Corporation
Investor Relations Inquiries: Please visit
ir.gladstoneinvestment.com or +1-703-287-5893.
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