UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended February 29, 2008 | ||
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from to |
Commission FileFor the transition period from to No. 001-33376
(Exact name of Registrant as specified in its charter)
Maryland (State or other jurisdiction of incorporation or organization) | 20-8700615 (I.R.S. Employer Identification Number) |
888 Seventh Ave
New York, New York1001710019
New York, New York
(Address of principal executive offices)
(212) 884-6200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of Each Exchange on Which Registered | |
| Common Shares, par value $0.0001 per share | The New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨o No xþ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨o No xþ
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: YESYes xþ NONo ¨o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K. xo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a non-accelerated filer.smaller reporting company. See definitionthe definitions of “large accelerated filer,” “accelerated filer” and “large accelerated filer”“smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Act). Yes ¨o No xþ
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of May 21,August 31, 2007 was approximately $100.2$87.5 million based upon a closing price of $13.85$12.40 reported for such date by the New York Stock Exchange. Common shares held by each executive officer and director and by each person who owns 5% or more of the outstanding common shares have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of outstanding common shares of the registrant as of May 21, 200723, 2008 was 8,291,384.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders to held on July 8, 2008, are incorporated by reference into Part III of this Report
NOTE ABOUT REFERENCES TO GSC INVESTMENT CORP.
In this Annual Report onForm 10-K (the “Annual Report”), the “Company”, “we”,“Company,” “we,” “us” and “our” refer to GSC Investment Corp., its subsidiaries and related companies, unless the context otherwise requires.
| NOTE ABOUT | TRADEMARKS |
We have entered into a license agreement with GSC Group, pursuant to which GSC Group grants us a non-exclusive, royalty-free license to use the “GSC” name and logo.
| NOTE ABOUT | FORWARD-LOOKING STATEMENTS |
Some of the statements under Part I, Item 1A “Risk Factors” and “Business”Part I, Item 1“Business” and elsewhere in this annual report constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,”“believe, “believe,”“could, “could,”“estimate, “estimate,”“expect, “expect,”“intend, “intend,”“may, “may,”“plan, “plan,”“potential, “potential,”“project, “project,”“should, “should,”“will” “will” and “would” or the negative of these terms or other comparable terminology. Any forward-looking statements contained in this annual report do not have the benefit of the safe harbor for forward-looking statements pursuant to Section 27A of the Securities Act of 1933.
The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements.
The forward-looking statements contained in this annual report involve risks and uncertainties, including the risks listed under Part I, Item 1A “Risk Factors” herein as well as the statements as to:
| • | our | |
| • | our | |
| • | the | |
| • | ||
| • | ||
| • | the ability of our portfolio companies to achieve their objectives; | |
| • | our expected financings and investments; | |
| • | our regulatory structure and tax | |
| • | the adequacy of our cash resources and working capital; | |
| • | the timing of cash flows, if any, from the operations of our portfolio companies; and | |
| • | the ability of our investment adviser to locate suitable investments for us and to monitor and administer our |
For a discussion of factors that could cause our actual results to differ from forward-looking statements contained in this Annual Report, please see the discussion under Part I, Item 1A “Risk Factors” in Item 1A.. You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this Annual Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this Annual Report.
i
TABLE OF CONTENTS
ii
| Item 1. | Business |
General
GSC Investment Corp. is a newly-incorporated Maryland corporation that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). The Company is the successor by merger to GSC Investment, LLC (the “LLC”), a Maryland limited liability company that had elected to be regulated as a BDC, which was merged into the Company concurrently with the Company’s incorporation on March 21, 2007. As a result of the merger, each outstanding common share of the LLC was converted into an equivalent number of shares of the Company’s common stock. As of February 28, 2007, the Company (including its predecessors) had not commenced operations or investment activities.
Our investment objectives are to generate both current income and capital appreciation through debt and equity investments by primarily investing in private middle market companies and select high yield bonds. We have filedintend to file an election to be treated as a regulated investment company (“RIC”) under subchapterSubchapter M of the Internal Revenue Code commencing with our first taxable year as a corporation. We commenced operations on March 23, 2007 and completed our initial public offering (“IPO”) on March 28, 2007. We are externally managed and advised by our investment adviser, GSCP (NJ), L.P. (together with certain of its affiliates, “GSC Group”).
We used the net proceeds of our IPO to acquire portfolios in March and April 2007 ofpurchase approximately $89.5$100.7 million and $11.2 million, respectively, in aggregate principal amount of debt investments composed of first lien and second lien loans, senior secured bonds and unsecured bonds purchased from GSC PartnersPartners CDO Fund III, Limited (“CDO Fund III”), a CDOcollateralized debt obligation (“CDO”) fund managed by our investment adviser.adviser. We used borrowings under our revolving securitized credit facility and our term securitized credit facilityFacilities (as defined below) to acquire additional debt investments ofpurchase approximately $55.8 million and $59.3$115.1 million in aggregate principal amount of debt investments in April and May 2007 respectively from CDO Fund III and GSC Partners CDO Fund Limited (“CDO Fund I”), another CDO also managed by our investment adviser. As of February 29, 2008, our portfolio consisted of $172.8 million of investments in 38 portfolio companies.
Our portfolio is composedcomprised primarily of investments in first and second lien term loans and mezzanine debt issued by private middle market companies and high yield bonds thatbonds. We are seeking to create a diversified portfolio by investing up to 5% of our total assets in each investment, although the investment sizes may be more or less than the targeted range. These investments are sourced in both the primary and secondary markets through a network of relationships with commercial finance companies, commercial and investment banks, and financial sponsors. The capitalloans and bonds that we provide ispurchase are generally used to fund buyouts, acquisitions, growth, recapitalizations and other types of financings. First and second lien loans are generally senior debt instruments that rank ahead of subordinated debt of the portfolio company. These loans also have the benefit of security interests onin the assets of the portfolio company, which may rank ahead of, or be junior to, other security interests. Mezzanine debt and highHigh yield bonds are typically subordinated to leveraged loans and generally unsecured, though a substantial amount of the high yield bonds that we currently own are secured. Substantially all of the debt investments held in our portfolio hold a non-investment grade rating by Moody’s Investors Serviceand/or Standard & Poor’s or, if not rated, would be rated below investment grade if rated. Debt securitiesHigh yield bonds rated below investment grade are commonly referred to as “junk bonds.” In some cases, we may also receive warrants or options in connection with our debt investments. We also anticipate purchasing mezzanine debt and making equity investments in private middle market companies. Mezzanine debt is typically unsecured and subordinate to senior debt of the portfolio company. For purposes of this annual report, we generally use the term “middle market” to refer to companies with annual EBITDA of between $5 million and $50 million. EBITDA represents earnings before net interest expense, income taxes, depreciation and amortization.
While our primary focus is to generate both current income and capital appreciation through investments in debt and equity securities of private middle market companies and high-yield bonds, we intend to invest up to 30% of our assets in opportunistic investments. Opportunistic investments may include investments in distressed debt, debt and equity securities of public companies, credit default swaps, emerging market debt, and structured finance vehicles, including collateralized debt obligationsloan obligation (“CDO”CLO”) holding debt, equity or synthetic securities.funds. As part of this 30%, we may also invest in the debt of private middle market companies located outside the United States. Given our primary investment focus on first and second lien loans and mezzanine debt inissued by private middle market companies and high yield bonds, we believe our opportunistic investments will allow us to supplement our core investments with other investments that are
within our investment adviser’s expertise and that we believe offer attractive yieldsand/or the potential for capital appreciation.
1
As a BDC, we must satisfy certain regulatory requirements. For instance, we have to invest at least 70% of our total assets in “qualifying assets,” including securities of private U.S. operating companies or public U.S. companies whose securities are not listed on a national securities exchange registered under the Exchange Act (i.e., New York Stock Exchange, American Stock Exchange and The NASDAQ Global Market), cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, we are only allowed to borrow money such that our asset coverage, which, as defined in the 1940 Act, measures the ratio of total assets less total liabilities (excluding borrowings) to total borrowings, equals at least 200% after such borrowing, with certain limited exceptions. The amount of our borrowing will depend on our investment adviser’s assessment of market conditions and other factors.
Investments
As of February 29, 2008, our portfolio consisted of $172.8 million in investments. We are seeking to create a diversified portfolio that includes first and second lien loans, mezzanine debt and high-yield bonds by investing up to 5% of our total investments in each portfolio company, although the investment sizes may be more or less than the targeted range. As of February 29, 2008, we invested in excess of 5% of our total investments in 4 of the 38 portfolio companies, but in each case less than 16.7% of our total investments, and our five largest portfolio company exposures represented approximately 47.3% of our total investments. We also anticipate making equity investments in private middle market companies.
First lien loans
First lien loans are secured by a first priority perfected security interest on all or substantially all of the assets of the borrower and typically include a first priority pledge of the capital stock of the borrower. First lien loans hold a first priority with regard to right of payment. Generally, first lien loans offer floating rate interest payments, have a stated maturity of five to seven years, and have a fixed amortization schedule. First lien loans generally have restrictive financial and negative covenants.
Second lien loans
Second lien loans are secured by a second priority perfected security interest on all or substantially all of the assets of the borrower and typically include a second priority pledge of the capital stock of the borrower. Second lien loans hold a second priority with regard to right of payment. Second lien loans offer either floating rate or fixed rate interest payments, generally have a stated maturity of five to eight years, and may or may not have a fixed amortization schedule. Second lien loans that do not have fixed amortization schedules require payment of the principal amount of the loan upon the maturity date of the loan. Second lien loans have less restrictive financial and negative covenants than those that govern first lien loans.
High yield bonds
High yield bonds are divided into senior secured bonds and unsecured bonds. Senior secured bonds are secured by a perfected security interest on all or substantially all of the assets of the borrower, but which may be contractually subordinated to liens on certain assets of the borrower. In addition, senior secured bonds may have a pledge of the capital stock of the borrower. Senior secured bonds offer either floating rate or fixed rate interest payments and generally have a stated maturity of five to eight years and do not have fixed amortization schedules. Senior secured bonds generally have less restrictive financial and negative covenants than those that govern first lien and second lien loans.
Unsecured bonds are not secured by the underlying assets or collateral of the issuer and may be subordinate in priority of payment to senior debt of the issuer. In the event of the borrower’s liquidation, dissolution, reorganization, bankruptcy or other similar proceeding, the bondholders only have the right to sharepari passuin the issuer’s unsecured assets with other equally-ranking creditors of the issuer. Unsecured bonds typically have fixed rate interest payments and a stated maturity of five to ten years and do not have fixed amortization schedules.
2
Mezzanine debt
Mezzanine debt usually ranks subordinate in priority of payment to senior debt and is often unsecured. However, mezzanine debt ranks senior to common and preferred equity in a borrowers’ capital structure. Mezzanine debt typically has fixed rate interest payments and a stated maturity of six to eight years and does not have fixed amortization schedules.
In some cases our debt investments may provide for a portion of the interest payable to bepaid-in-kind interest. To the extent interest ispaid-in-kind, it will be payable through the increase of the principal amount of the obligation by the amount of interest due on the then-outstanding aggregate principal amount of such obligation.
Equity investments
Equity investments may consist of preferred equity that is expected to pay dividends on a current basis or preferred equity that does not pay current dividends. Preferred equity generally has a preference over common equity as to distributions on liquidation and dividends. In some cases, we may acquire common equity. In general, our equity investments are not control-oriented investments and we expect that in many cases we will acquire equity securities as part of a group of private equity investors in which we are not the lead investor.
Opportunistic Investments
Opportunistic investments may include investments in distressed debt, debt and equity securities of public companies, credit default swaps, emerging market debt, structured finance vehicles, including collateralized loan obligation (“CLO”) funds and debt of middle market companies located outside the United States. In January 2008, we purchased for $30 million all of the outstanding subordinated notes of GSC Investment Corp. CLO 2007, Ltd., (the “GSCIC CLO”), a $400 million CLO managed by us that invests primarily in senior secured loans. As of February 29, 2008, the GSCIC CLO portfolio consisted of $372.9 million in aggregate principal amount of investments in 105 obligors with an average obligor exposure of $2.9 million and $40.3 million in uninvested cash. The weighted average maturity of the portfolio is 5.7 years. Although we will consider CLO investment opportunities as they arise, we do not plan on managing or purchasing the entire subordinated note tranche (or its equivalent) of any other CLOs in the near future.
Prospective portfolio company characteristics
Our investment adviser, GSC Group, utilizes the investment philosophy of its U.S. corporate debt group in identifying and selecting portfolio company investments. Our portfolio companies generally have one or more of the following characteristics:
| • | a history of generating stable earnings and strong free cash flow; | |
| • | well constructed balance sheets, including an established tangible liquidation value; | |
| • | reasonable debt-to-cash flow multiples; | |
| • | industry leadership with competitive advantages and sustainable market shares in attractive sectors; and | |
| • | capital structures that provide appropriate terms and reasonable covenants. |
Investment selection
In managing us, GSC Group employs the same investment philosophy and portfolio management methodologies used by its U.S. corporate debt group. Through this investment selection process, based on quantitative and qualitative analysis, GSC Group seeks to identify issuers with superior fundamental risk-reward profiles and strong, defensible business franchises with the goal of minimizing principal losses while maximizing risk-adjusted returns. Our adviser’s investment process emphasizes the following:
| • | bottoms-up, company-specific research and analysis; | |
| • | capital preservation, low volatility and minimization of downside risk; and | |
| • | investing with experienced management teams that hold meaningful equity ownership in their businesses. |
3
Our adviser’s investment process generally includes the following steps:
| • | Initial screening. A brief analysis identifies the investment opportunity and reviews the merits of the transaction. The initial screening memorandum provides a brief description of the company, its industry, competitive position, capital structure, financials, equity sponsor and deal economics. If the deal is determined to be attractive by the senior members of the deal team, the opportunity is more fully analyzed. | |
| • | Full analysis. A full analysis includes: |
| • | Business and Industry analysis — a review of the company’s business position, competitive dynamics within its industry, cost and growth drivers and technological and geographic factors. Business and industry research often includes meetings with industry experts, consultants, GSC Group advisory board members, other investors, customers and competitors. | |
| • | Company analysis — a review of the company’s historical financial performance, future projections, cash flow characteristics, balance sheet strength, liquidation value, legal, financial and accounting risks, contingent liabilities, market share analysis and growth prospects. | |
| • | Structural/security analysis — a thorough legal document analysis including but not limited to an assessment of financial and negative covenants, events of default, enforceability of liens and voting rights. |
| • | Approval of the group head. After an investment has been identified and diligence has been completed, a report is prepared. This report is reviewed by the senior investment professional in charge of the potential investment. If such senior investment professional is in favor of the potential investment, it is presented for the approval of the group head. Additional due diligence with respect to any investment may be conducted by attorneys and independent accountants prior to the closing of the investment, as well as by other outside advisers, as appropriate. | |
| • | Approval of the investment committee. After the approval of the group head, the investment is presented to the investment committee for approval. Sale recommendations made by the investment staff must also be approved by the investment committee. Purchase and sale recommendations over $10 million per issuer require unanimous and majority approval of the investment committee, respectively. Each of our Chief Executive Officer, Thomas V. Inglesby, and Chairman, Richard M. Hayden has discretionary authority to make purchases or sales below $10 million per issuer, subject to certain aggregate limits. |
In addition to various risk management and monitoring tools, GSC Group normally grades all investments using an internally developed credit and monitoring rating system (“CMR”), which assists it in evaluating and monitoring investments. The CMR rating consists of two components: (i) a numerical debt score and (ii) a corporate letter rating. The numerical debt score is based on the objective evaluation of six risk categories: (i) leverage, (ii) seniority in the capital structure, (iii) fixed charge coverage ratio, (iv) debt service coverage/liquidity, (v) operating performance, and (vi) business/industry risk. The numerical debt score ranges from 1.00 to 5.00, which can generally be characterized as follows:
| • | 1.00-2.00 represents investments that hold senior positions in the capital structure and, typically, have low financial leverageand/or strong historical operating performance; | |
| • | 2.00-3.00 represents investments that hold relatively senior positions in the capital structure, either senior secured, senior unsecured, or senior subordinate, and have moderate financial leverageand/or are performing at or above expectations; | |
| • | 3.00-4.00 represents investments that are junior in the capital structure, have moderate financial leverageand/or are performing at or below expectations; and | |
| • | 4.00-5.00 represents investments that are highly leveragedand/or have poor operating performance. |
The numerical debt score is designed to produce higher scores for debt positions that are more subordinate in the capital structure. Therefore, generally second lien loans, high-yield bonds and mezzanine debt will be assigned scores of 2.25 or higher.
4
The CMR also consists of a corporate letter rating whereby each credit is assigned a letter rating based on several subjective criteria, including perceived financial and operating strength and covenant compliance. The corporate letter ratings range from (A) through (F) and are characterized as follows: (A) equals strong credit, (B) equals satisfactory credit, (C) equals special attention credit, (D) equals payment default risk, (E) equals payment default, (F) equals restructured equity security.
At February 29, 2008, no investment in our portfolio was non-performing or delinquent on any payment obligations or was being accounted for on a non-accrual basis.
The CMR distribution of our investments as of February 29, 2008 was as follows:
| Investments at | Percentage of | |||||||
Numerical Debt Score | Fair Value | Total Portfolio | ||||||
| ($ in thousands) | ||||||||
| 1.00 - 1.99 | $ | 11,863 | 6.9 | % | ||||
| 2.00 - 2.99 | 87,423 | 50.6 | ||||||
| 3.00 - 3.99 | 44,459 | 25.7 | ||||||
| 4.00 - 4.99 | 0 | 0.0 | ||||||
| 5.00 | 0 | 0.0 | ||||||
| N/A(1) | 29,092 | 16.8 | ||||||
| Total | $ | 172,837 | 100.0 | % | ||||
| Investments at | Percentage of | |||||||
Corporate Letter Rating | Fair Value | Total Portfolio | ||||||
| ($ in thousands) | ||||||||
| A | $ | 0 | 0.0 | % | ||||
| B | 112,019 | 64.8 | ||||||
| C | 31,726 | 18.4 | ||||||
| D | 0 | 0.0 | ||||||
| E | 0 | 0.0 | ||||||
| F | 0 | 0.0 | ||||||
| N/A(1) | 29,092 | 16.8 | ||||||
| Total | $ | 172,837 | 100.0 | % | ||||
| (1) | $0.2 million constitutes our investment in the partnership interests of CDO Fund III and $28.9 million constitutes our investment in the subordinated notes of GSCIC CLO. CMR ratings are intended for corporate issuers and are inapplicable to subordinated CLO investments, which are subject to unique payment risks. (See Part I, Item 1A “Risk Factors — Risks related to our investments — Our investment in GSCIC CLO constitutes a leveraged investment in a portfolio of predominantly senior secured first lien term loans and is subject to additional risks and volatility”). GSCIC CLO’s portfolio investments are individually graded, however, and over 90% have a numerical debt score of less than 2.99 and a corporate letter rating of A or B. |
Investment structure
In general, our investment adviser intends to select investments with financial covenants and terms that reduce leverage over time, thereby enhancing credit quality. These methods include:
| • | maintenance leverage covenants requiring a decreasing ratio of debt to cash flow; | |
| • | maintenance cash flow covenants requiring an increasing ratio of cash flow to the sum of interest expense and capital expenditures; and | |
| • | debt incurrence prohibitions, limiting a company’s ability to re-lever. |
5
In addition, limitations on asset sales and capital expenditures should prevent a company from changing the nature of its business or capitalization without consent.
Our investment adviser seeks, where appropriate, to limit the downside potential of our investments by:
| • | requiring a total return on our investments (including both interest and potential equity appreciation) that compensates us for credit risk; | |
| • | requiring companies to use a portion of their excess cash flow to repay debt; | |
| • | selecting investments with covenants that incorporate call protection as part of the investment structure; and | |
| • | selecting investments with affirmative and negative covenants, default penalties, lien protection, change of control provisions and board rights, including either observation or participation rights. |
There may be certain restrictions on our investment adviser’s ability to negotiate and structure the terms of our investments when we co-invest with other GSC Group-managed investment vehicles. See “— Co-investment” below.
Valuation process
Investments for which market quotations are readily available are recorded in our financial statements at such market quotations subject to any decision by our board of directors to make a fair value determination to reflect significant events affecting the value of these investments. We value investments for which market quotations are not readily available quarterly at fair value as determined in good faith by our board of directors based on input from our investment adviser, our audit committee and, if our board or audit committee so request, a third party independent valuation firm. Determinations of fair value may involve subjective judgments and estimates. The types of factors that may be considered in a fair value pricing include the nature and realizable value of any collateral, the portfolio company’s ability to make payments, the markets in which the portfolio company does business, yield trend analysis, comparison to publicly traded companies, discounted cash flow and other relevant factors.
Our investment in the subordinated notes of GSCIC CLO is carried at fair value, which is based on a discounted cash flow model that utilizes prepayment, re-investment and loss assumptions based on historical experience and projected performance, economic factors, the characteristics of the underlying cash flow, and comparable yields for similar CLO securities, when available.
We undertake a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available, as described below:
| • | each investment is initially valued by the responsible investment professionals and preliminary valuation conclusions are documented and discussed with our senior management; and | |
| • | an independent valuation firm engaged by our board of directors reviews at least one quarter of these preliminary valuations each quarter so that the valuation of each investment for which market quotes are not readily available is reviewed by an independent valuation firm at least annually. |
In addition, all our investments are subject to the following valuation process:
| • | the audit committee of our board of directors reviews each preliminary valuation and our investment adviser and independent valuation firm (if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee; and | |
| • | our board of directors discusses the valuations and determines the fair value of each investment in good faith based on the input of our investment adviser, independent valuation firm (if applicable) and audit committee. |
Because such valuations, and particularly valuations of private investments and private companies, are inherently uncertain, they may fluctuate over short periods of time and may be based on estimates. The determination of fair value by our board of directors may differ materially from the values that would have been used if a ready market for these investments existed. Our net asset value could be materially affected if the
6
determinations regarding the fair value of our investments were materially higher or lower than the values that we ultimately realize upon the disposal of such investments.
Ongoing relationships with and monitoring of portfolio companies
Our investment adviser will closely monitor each investment the Company makes and, when appropriate, will conduct a regular dialogue with both the management team and other debtholders and seek specifically tailored financial reporting. In addition, in certain circumstances, senior investment professionals of GSC Group may take board seats or board observation seats.
Leverage
In addition to funds available from the issuance of our common stock, we use borrowed funds, known as “leverage,” to make investments and to attempt to increase returns to our shareholders by reducing our overall cost of capital. As a BDC, we are only allowed to employ leverage to the extent that our asset coverage, as defined in the 1940 Act, equals at least 200% after giving effect to such leverage. The amount of leverage that we employ at any time depends on our assessment of the market and other factors at the time of any proposed borrowing. As of February 29, 2008, our asset coverage ratio, as defined in the 1940 Act, was 225%.
On April 11, 2007, we entered into a revolving securitized credit facility (the “Revolving Facility”) pursuant to which we may borrow up to $100 million. On May 1, 2007, we entered into a $25.7 million term securitized credit facility (the “Term Facility” and, together with the Revolving Facility, the “Facilities”), which was fully drawn at closing. In December 2007, we consolidated the Facilities by using a draw under the Revolving Facility to repay the Term Facility.
As of February 29, 2008, we have borrowed an aggregate of $78.5 million under the Revolving Facility and have $21.5 million of undrawn commitments remaining. Interest is payable on funds drawn under the Revolving Facility at the prevailing commercial paper rates or, if the commercial paper market is at any time unavailable, the prevailing LIBOR rates, plus 0.70%, payable monthly.
By consolidating the Facilities we increased our overall borrowing capacity without increasing either our aggregate indebtedness or cost of funding. As a result of this consolidation, we incurred a non-cash charge of $0.3 million, representing the write down of thenon-amortized structuring expense of the Term Facility.
The Revolving Facility contains limitations as to how borrowed funds may be used, such as restrictions on industry concentrations, investment size, payment frequency and status, average life, collateral interests and investment ratings. We are also subject to regulatory restrictions on leverage which may affect the amount of funding that we can obtain under the Revolving Facility. The Revolving Facility also includes certain requirements relating to portfolio performance the violation of which could result in the early amortization of the Facilities, limit further advances and, in some cases, result in an event of default. A significant percentage of our total investments have been pledged to secure our obligations under the Revolving Facility.
In the interests of diversifying our sources of debt funding, we may in the future borrow from and issue senior debt securities to banks and other lendersand/or securitize certain of our portfolio investments, subject to our ability to satisfy the 1940 Act restrictions on BDCs.
Dividend
We intend to make quarterly distributions to our stockholders out of assets legally available for distribution. Our quarterly distributions, if any, will be determined by our board of directors. Any such distributions will be taxable to our stockholders, including to those stockholders who receive additional shares of our common stock pursuant to a dividend reinvestment plan.
In order to maintain our qualification as a RIC, we must for each fiscal year distribute an amount equal to at least 90% of our ordinary net taxable income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, reduced by deductible expenses. In addition, we will be subject to federal excise taxes to the extent we do not distribute during the calendar year at least (1) 98% of our ordinary income for the calendar year,
7
(2) 98% of our capital gains in excess of capital losses for the one year period ending on October 31 of the calendar year and (3) any ordinary income and net capital gains for preceding years that were not distributed during such years. To provide stability in our dividend distributions (which might otherwise be adversely affected by timing mismatches between the receipt of payments on our investments and the payment of dividends) we did not distribute all of our capital gains in excess of capital losses realized during the one year period ending on October 31, 2007, and incurred federal excise taxes as a result. We expect to declare dividends payable from such capital gains prior to November 15, 2008 and to distribute such dividends prior to February 28, 2009. We may similarly withhold from distribution a portion of the capital gains in excess of capital losses realized during the one year period ending October 31, 2008and/or a portion of our ordinary income for the 2008 calendar year and, if we do so, we would expect to incur federal excise taxes again as a result.
We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a dividend, then stockholders’ cash dividends will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash dividends.
We have distributed $1.55 per share of dividends to stockholders since we commenced operations in March 2007. Please see Part II, Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” for additional details. We are prohibited from making distributions that cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or that violate our debt covenants.
About GSC Group
GSC Group was founded in 1999 by Alfred C. Eckert III, its Chairman and Chief Executive Officer. Its senior officers and advisers are in many cases long-time colleagues who have worked together extensively at other institutions, including Goldman, Sachs & Co., Greenwich Street Capital Partnersprivate equity, distressed debt and The Blackstone Group.investment banking firms. GSC Group specializes in credit-based alternative investment strategies including corporate credit, equity and distressed debt investing and real estate.structured mortgage products. GSC Group is privately owned, has over 150 employees, and has over 180 employees with headquartersoffices in New Jersey, and offices in New York London and Los Angeles.London. GSC Group conducts its investment advisory business through GSCP (NJ), L.P., an SEC registered investment adviser with approximately $25$21.6 billion of assets under management (including leverage and warehoused assets)(1) as of March 31, 2007.2008.
GSC Group operates in three main business lines: (i) the corporate credit group, which is organized into the U.S. corporate debt group, which provides investment advisory and management services to the Company, the European corporate debt group and the European mezzanine lending group, and is comprised of 2631 investment professionals who manage approximately $8.5$7.8 billion of assets(1) in leveraged loans, high yield bonds,collateralized loan obligation funds, collateralized debt obligation funds, mezzanine debt funds and derivative products with investments in more than 450 companies;credit funds; (ii) the equity and distressed investing group, which is comprised of 19 investment professionals who manage approximately $1.3 billion of assets in three control distressed debt funds and a long/short credit strategies hedge fund; and (iii) the real estateinvesting group, which is comprised of 18 investment professionals managing $15.0who manage approximately $1.4 billion of assets(1) in control distressed debt funds and sponsors, provides administrative services to, and acts as officers and directors of, a special acquisition company; and (iii) the structured mortgage products group, which is comprised of 10 investment professionals managing $12.4 billion of assets(1) in various synthetic and hybrid collateralized debt obligation funds, a real estate investment trust and a structured products hedge fund.
(1) The methodology used by GSC Group to calculate its assets under management varies with the nature of the account and represents (i) the sum of cash, uncalled capital commitments, as applicable, and the market value of each investment; or (ii) the principal balance of the underlying assets adjusted for defaulted securities plus the market value of equity securities, all as measured under the relevant account documents; or (iii) for certain accounts holding both synthetic and cash investments, the notional value of the underlying investments in the accounts plus any uninvested cash balances, or (iv) for certain whole loan accounts, the sum of the outstanding principal balances of the underlying loans. In all cases, the value of the underlying assets may differ significantly from the assets under management as forth above.
8
Our investment adviser
Our investment adviser is responsible for administering our business activities and day-to-day operations and uses the resources of GSC Group to support our operations. Our investment adviser is able to leverage GSC Group’s current investment platform, resources and existing relationships with financial institutions, financial sponsors hedge funds and other investment firms to provide us with attractive investment opportunities. In addition to deal flow, the GSC Group investment platform assists our investment adviser in analyzing and monitoring investments. In particular, these resources provide us with a wide variety of investment opportunities and information that assists us in making investment decisions across our targeted asset classes, which we believe provide us with a competitive advantage. GSC Group has been investing in corporate debt since its founding in 1999. In addition to having access to its more than 63approximately 60 investment professionals, we also have access to over 100 GSC GroupGroup’s administrative professionals who provide assistance in accounting, legal, compliance and investor relations.
Our relationship with our investment adviser and GSC Group
We currently have no employees, and each of our executive officers is also an employee of GSC Group. As of April 14, 2008, GSC Group and its affiliates currently own 1,030,389owned 995,866 shares (12%) of our common stock and senior employees of GSC Group (managing director and above) owned an additional 375,659 shares (4.5%) of our common stock. Some, but not all, of these persons are required to file statements of beneficial ownership pursuant to Section 16 of the Exchange Act.
On March 21, 2007, we entered into an investment advisory and management agreement with our investment adviser. The initial term of the investment advisory and management agreement is two years, with automatic, one-year renewals at the end of each year subject to certain approvals by our board of directorsand/or our stockholders. Pursuant to the investment advisory and management agreement, our investment adviser implements our business strategy on a day-to-day basis and performs certain services for us, subject to oversight by our board of directors. Our investment adviser is responsible for, among other duties, performing all of our day-to-day functions, determining investment criteria, sourcing, analyzing and executing investments, asset sales, financings and performing asset management duties. Under our investment advisory and management agreement, we have agreed to pay our investment adviser an annual base management fee based on our total assets, as defined under the 1940 Act (other than cash and cash equivalents but including assets purchased with borrowed funds), and an incentive fee based on our performance.
Pursuant to our investment advisory and management agreement, our investment adviser has formed an investment committee to advise and consult with our investment adviser’s senior management team with respect to our investment policies, investment portfolio holdings, financing and leveraging strategies and investment guidelines. We believe that the cumulative experience of the investment committee members across a variety of fixed income asset classes benefits us. Along with GSC Group’s U.S. corporate creditdebt group’s investment staff, the investment committee monitors investments in our portfolio.
Market opportunity
We believe the environment for investing in private middle market companies is attractive for the following reasons:
| • | middle market debt securities are attractive compared to broadly syndicated debt securities because middle market debt securities generally have more conservative capital structures, tighter financial covenants, better security packages and higher yields. |
9
| • | established relationships create a high barrier to entry in the middle market financing business. Specifically, private middle market companies and their financial sponsors prefer to access capital from and maintain close and longstanding relationships with a small group of well-known capital providers. | |
| • | the middle market debt segment is a highly fragmented portion of the leveraged finance market. We believe that many of the largest capital providers in the broader leveraged finance market choose not to participate in middle market lending because of a preference for larger, more liquid transactions. |
| • | we expect continued strong leveraged buyout activity from private equity firms who currently hold large pools of uninvested capital earmarked for acquisitions of private middle market companies. These private equity firms will continue to seek to leverage their investments by combining their equity capital with leveraged loans and mezzanine debt from other sources. |
Competitive advantages
GSC Group’s investment platform
GSC Group has a long history of strong performance across a broad range of asset classes and sectors. The senior investment professionals of GSC Group have extensive experience investing in leveraged loans, high-yield bonds, mezzanine debt and private equity. GSC Group’s U.S. corporate creditdebt group has drawn from its extensive middle market investment experience to develop a rigorous investment process that emphasizes detailed business and financial analysis to minimize principal loss while maximizing risk adjusted returns.
Experience sourcing and managing middle market loans
GSC Group’s U.S. corporate creditdebt group has historically focused on investments in private middle market companies and we expect to benefit from this experience. Our investment adviser uses GSC Group’s extensive network of relationships with intermediaries focused on private middle market companies to attract well-positioned prospective portfolio company investments. Since 2003, GSC Group’s U.S. corporate creditdebt group has reviewed over 10601,200 new middle market loan opportunities, including 370over 400 second lien loans. Of the loans reviewed, 307352 were purchased by the group for the clients it advises, including 5459 second lien loans. In addition, GSC Group’s corporate credit group consults with GSC Group’s equity and distressed debt and European mezzanine groups, which oversee a portfolio of investments in over 145 companies, maintain an extensive network of relationships and possess valuable insights into industry trends.
Experienced management and investment committee
Thomas V. Inglesby, our Chief Executive Officer and a Senior Managing Director of GSC Group, has over 20 years of middle market investing experience, having managed leveraged loan, high-yield bond, mezzanine debt, distressed debt and private equity portfolios. In addition to Mr. Inglesby, our investment committee consists of Richard M. Hayden, Chairman of our board of directors, Robert F. Cummings, Jr., Thomas J. Libassia Director of the Company and Daniel I. Castro, Jr.Seth M. Katzenstein, a Managing Director of GSC Group. Mr. Hayden is also Vice Chairman of GSC Group, head of the corporate credit group and a member of GSC Group’s management committee.Group. Mr. Hayden was previously with Goldman, Sachs & Co. from 1969 until 1999. Mr. Cummings is a Senior Managing Director of GSC Group, Chairman of the risk and conflicts committee and Chairman of the valuation committee and a member of GSC Group’s management committee. Mr. Cummings was previously with Goldman, Sachs & Co. from 1973 to 1998. Mr. Libassi is a Senior Managing Director of GSC Group in the equity and distressed debt group and has 23 years of experience managing high-yield and distressed debt portfolios. Mr. CastroKatzenstein is a Managing Director of GSC Group in the real estate group. Mr. CastroU.S. corporate debt group and has over 24five years of experience investing inmanaging corporate debt products and was, until 2004, on the Institutional Investor All-American Fixed Income Research Team every year since its inception in 1992.portfolios.
We intend to capitalize on the diverse deal-sourcing opportunities that we believe GSC Group brings to us as a result of its investment experience in our targeted asset classes, track record and extensive network of contacts in the financial community, including financial sponsors, merger and acquisition advisory firms, investment banks, capital markets desks, lenders and other financial intermediaries and sponsors. In addition, through its other activities, GSC Group is regularly in contact with portfolio company management teams that can help provide additional insights on a wide variety of companies and industries.
10
In particular, GSC Group has developed its middle market franchise via extensive relationships with middle market loan originators. These relationships have been developed over the past 15 years at multiple levels of management within GSC Group and have resulted in GSC Group’s ability to generate a significant amount of middle market opportunities, including first and second lien loans and mezzanine debt securities. We believe that these relationships will continue to provide GSC Group with access to middle market debt securities.
Flexible transaction structuring
We expect to be flexible in structuring investments, the types of securities in which we invest and the terms associated with such investments. The principals of GSC Group have extensive experience in a wide variety of securities forissued by private middle market companies with a diverse set of terms and conditions. This approach and experience should enable our investment adviser to identify attractive investment opportunities throughout various economic cycles and across a company’s capital structure so that we can make investments consistent with our stated objectives.
Access to GSC Group’s infrastructure
We have access to GSC Group’s finance and administration infrastructure, which addresses information technology, risk management, legal and compliance, and operational matters, and promulgates and administers comprehensive policies and procedures regarding important investment adviser matters, including portfolio management, trade allocation and execution and securities valuation. We believe that the finance and administrative infrastructure established by GSC Group is an important component of a complex investment vehicle such as a BDC. These systems support, and are integrated with, our portfolio management functions.
We also have the benefit of the experience of GSC Group’s senior professionals, and members of its advisory board, many of whom have served on public and private company boardsand/or served in other senior management roles.
GSC Group has designed a compliance program to monitor its conflict-resolution policies and procedures and regularly evaluates the reasonableness of such policies and procedures. GSC Group’s compliance program monitors the implementation of and tests adherence to compliance-related policies and procedures that address GSC Group’s Code of Ethics and other compliance matters including investment allocation, trade aggregation, best execution, cross trades and proxy voting and related matters. The program is governed in part by the requirements of the 1940 Act and is headed by GSC Group’s Chief Compliance Officer. GSC Group has also established a Compliance Committee consisting of GSC Group’s Chief Compliance Officer, Associate General Counsel, Compliance (who also serves as our chief compliance officer) and a Senior Managing Director, that provides day-to-day guidance on GSC Group compliance matters in addition to overseeing the compliance program.
Managerial assistance
As a BDC we offer, and must provide upon request, managerial assistance to our portfolio companies. This assistance could involve, among other things, monitoring the operations of our portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio companies and providing other organizational and financial guidance. Pursuant to a separate administration agreement, our investment adviser (to the extent permitted under the 1940 Act) will provide such managerial assistance on our behalf to portfolio companies
that request this assistance, recognizing that our involvement with each investment will vary based on factors including the size of the company, the nature of our investment, the company’s overall stage of development and our relative position in the capital structure. We may receive fees for these services.
Competition
Our primary competitors in providing financing to private middle market companies include public and private investment funds, commercial and investment banks and commercial financing companies. Many of our competitors are substantially larger and have considerably greater financial and marketing resources than us. For example, some competitors may have access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, thatwhich may allow them to consider a
11
wider variety of investments. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC. We expect to use GSC Group’s knowledge and resources to learn about, and compete effectively for, financing opportunities with attractive private middle market companies in the industries in which we seek to invest. For additional information concerning the competitive risks we face, please see Part I, Item 1A “Risk Factors — Risks related to our business — We operate in a highly competitive market for investment opportunities.”
Staffing
We do not currently have any employees and do not expect to have any employees in the future. Services necessary for our business will be provided by individuals who are employees of GSC Group, pursuant to the terms of the investment advisory and management agreement and the administration agreement. We reimburse GSC Group for our allocable portion of expenses incurred by it in performing its obligations under the administration agreement, including rent and our allocable portion of the cost of our officers and their respective staffs, subject to certain limitations. The amount payable to GSC Group under the administration agreement is capped to the effect that such amount, together with our other operating expenses, does not exceed an amount equal to 1.5% per annum of our net assets attributable to common stock. In addition, during the initial two year term of the administration agreement, GSC Group has agreed to waive our reimbursement obligation under the administration agreement until our total assets exceeds $500 million. From the commencement of operations until March 23, 2008, GSC Group reimbursed us for operating expenses to the extent that our total annual operating expenses (other than investment advisory and management fees and interest and credit facility expenses) exceeded an amount equal to 1.55% of our net assets attributable to common stock.
Regulation
We have elected to be treated as a BDC under the 1940 Act. As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory requirements. The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates (including any investment advisers or sub-advisers), principal underwriters and affiliates of those affiliates or underwriters, and requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC, unless approved by a majority of our outstanding voting securities. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (i) 67% or more of such company’s stock present at a meeting if more than 50% of the outstanding stock of such company are present and represented by proxy or (ii) more than 50% of the outstanding stock of such company.
Under the 1940 Act, we may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, we may, for the purpose of public resale, be deemed a “principal underwriter” as that term is defined in the Securities Act.
Our intention is to not write (sell) or buy put or call options to manage risks associated with the publicly traded securities of our portfolio companies, except that we may enter into hedging transactions to manage the risks associated with interest rate fluctuations. However, we
may purchase or otherwise receive warrants to purchase the common stock of our portfolio companies in connection with acquisition financing or other investment. Similarly, in connection with an acquisition, we may acquire rights to require the issuers of acquired securities or their affiliates to repurchase them under certain circumstances.
We also do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act. Under these limits, we generally cannot acquire more than 3% of the voting stock of any registered investment company, invest more than 5% of the value of our total assets in the securities of one investment company or invest more than 10% of the value of our total assets in the securities of investment companies in general. With regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that such investments might subject our stockholders to additional expenses. None of these policies are fundamental and may be changed without stockholder approval.
12
Qualifying assets
Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. The principal categories of qualifying assets relevant to our proposed business are the following:
(1) Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:
(a) is organized under the laws of, and has its principal place of business in, the United States;
(b) is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and
(c) satisfies either of the following:
(i) does not have any class of securities listed on a national securities exchange; or
(ii) is controlled by a BDC or a group of companies including a BDC, and the BDC actually exercises a controlling influence over the management or policies of the eligible portfolio company, and, as a result thereof, the BDC has an affiliated person who is a director of the eligible portfolio company.
(2) Securities of any eligible portfolio company which we control.
(3) Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.
(4) Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own at least 60% of the outstanding equity of the eligible portfolio company.
(5) Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of options, warrants or rights relating to such securities.
(6) Cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment.
Managerial assistance to portfolio companies
In addition, a BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above under “—‘‘— Qualifying assets.” However, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except that, where the BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.
13
Temporary investments
As a BDC, pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets. Typically, we will invest in U.S. Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. Government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at anagreed-upon future date and at a price which is greater than the purchase price by an amount that reflects anagreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25% of our total assets constitute repurchase agreements from a single counterparty, we would not meet the asset diversification requirements in order to qualify as a RIC for U.S. federal income tax purposes. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. Our investment adviser will monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.
Indebtedness and senior securities
As a BDC, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 200% immediately after each such issuance. In addition, while any indebtedness and senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or stock unless we meet the applicable asset coverage ratios at the time of the distribution or
repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. For a discussion of the risks associated with leverage, please see Part 1, Item 1A “Risk factors — Risks related to our operation as a BDC — Regulations governing our operation as a BDC will affect our ability to, and the way in which we, raise additional capital.”
Code of ethics
As a BDC, we and our investment adviser have each adopted a code of ethics pursuant toRule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to each code may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements.
Proxy voting policies and procedures
SEC registered investment advisers that have the authority to vote (client) proxies (which authority may be implied from a general grant of investment discretion) are required to adopt policies and procedures reasonably designed to ensure that the adviser votes proxies in the best interests of its clients. Registered investment advisers also must maintain certain records on proxy voting. In most cases, we will invest in securities that do not generally entitle us to voting rights in its portfolio companies. When we do have voting rights, we will delegate the exercise of such rights to our investment adviser.
Our investment adviser has particular proxy voting policies and procedures in place. In determining how to vote, officers of our investment adviser will consult with each other and other investment professionals of GSC Group, taking into account our interests and the interests of our investors, as well as any potential conflicts of interest. OurWhere appropriate, our investment adviser will consult with legal counsel to identify potential conflicts of interest. Where a potential conflict of interest exists, our investment adviser may, if it so elects, resolve it by following the recommendation of a disinterested third party, by seeking the direction of our independent directors or, in extreme cases, by abstaining from voting. While our investment adviser may retain an outside service to provide voting recommendations and to assist in analyzing votes, our investment adviser will not delegate its voting authority to any third party.
14
We are committed to maintaining the privacy of our stockholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.
Generally, we do not receive any non-public personal information relating to our stockholders, although certain non-public personal information of our stockholders may become available to us. We do not disclose any non-public personal information about our stockholders or former stockholders to anyone, except as permitted by law, or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third party administrator).
We restrict access to non-public personal information about our stockholders to employees of our investment adviser and its affiliates with a legitimate business need for the information. We maintain appropriate physical, electronic and procedural safeguards designed to protect the non-public personal information of our stockholders.
Other
As a BDC, we aremay be periodically examined by the SEC for compliance with the 1940 Act. Our manager is a Registered Investment Advisorregistered investment adviser and is also subject to examination by the SEC.
We will beare required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.
We and our investment adviser are each required to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws, review these policies and procedures annually for their adequacy and the effectiveness of their implementation, and designate a chief compliance officer to be responsible for administering the policies and procedures.
Co-investment
As a BDC, we are prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our independent directors, or in some cases, the prior approval of the SEC. For example, any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is our affiliate for purposes of the 1940 Act and we are generally prohibited from buying or selling any security from or to such affiliate, absent the prior approval of our independent directors. The 1940 Act also prohibits “joint” transactions with an affiliate, which could include investments in the same portfolio company (whether at the same or different times), without prior approval of our independent directors and, in some cases, the SEC. If a person acquires more than 25% of our voting securities, we are prohibited from buying or selling any security from or to such person, or entering into joint transactions with such person, absent the prior approval of the SEC. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates. As a result, we will be limited in our ability to negotiatingnegotiate the term of any investment (except with respect to price) in instances where we are participating in such investments with other funds managed by GSC Group. Generally, we are prohibited from knowingly making an investmentpurchasing securities in securities ofa primary offering from a portfolio company that isthe securities of which are already held by GSC Group or any other fund managed by GSC Group. However, if a portfolio
company offers additional securities and existing securities are held by us and GSC Group or other funds managed by GSC Group, then we may participate in a follow-on investment in such securities on a pro-rata basis.
We may also purchase securities in the secondary market of a company, the securities of which are already held by GSC Group or another fund managed by GSC Group.The Company and GSC Group may in the future submit an exemptive application to the SEC to permit greater flexibility to negotiate the terms of co-investments because we believe that it will be advantageous for the Company to co-invest with funds managed by GSC Group where such investment is consistent with the investment objectives, investment positions, investment policies, investment strategies, investment restrictions, regulatory requirements and other pertinent factors applicable to the Company. We believe that co-investment by the Company and funds
15
managed by GSC Group may afford the Company additional investment opportunities and the ability to achieve greater diversification. Accordingly, any application would seek an exemptive order permitting the Company to negotiate more than price terms when investing with funds managed by GSC Group in the same portfolio companies. It is expected that any exemptive relief permitting co-investments on those terms would be granted, if at all, only upon the conditions, among others, that before such a co-investment transaction is effected, our investment adviser will make a written investment presentation regarding the proposed co-investment to the independent directors of the Company and the independent directors of the Company will review our investment adviser’s recommendation.
Moreover, it is expected that prior to committing to such a co-investment, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the independent directors of the Company would conclude that (i) the terms of the proposed transaction are reasonable and fair to the Company and its stockholders and do not involve overreaching of the Company and its stockholders on the part of any person concerned; (ii) the transaction is consistent with the interests of the stockholders of the Company and is consistent with the investment objectives and policies of the Company; and (iii) the co-investment by any GSC Group fund would not disadvantage the Company in making its investment, maintaining its investment position, or disposing of such investment and that participation by the Company would not be on a basis different from or less advantageous than that of the affiliated co-investor. There is no assurance that the application for exemptive relief will be granted by the SEC or that, if granted, it will be on the terms set forth above.
Resolution of potential conflicts of interest; equitable allocation of investment opportunities
Subject to the 1940 Act restrictions on co-investments with affiliates, GSC Group will offer us the right to participate in all investment opportunities that it determines are appropriate for us in view of our investment objectives, policies and strategies and other relevant factors, subject to the exception that, in accordance with GSC Group’s conflict of interest and allocation policies, we might not participate in each individual opportunity but are, on an overall basis, entitled to equitably participate with GSC Group’s other funds or other clients.
We are GSC Group’s principal investment vehicle for non-distressed second lien loans and mezzanine debt of U.S. middle market entities. Although existing and future investment vehicles managed or to be managed by GSC Group invest or may invest in mezzanine loans and second lien loans, none of these investment vehicles target non-distressed domestic second lien and mezzanine loans as the core of their portfolios. For example, while funds managed by GSC Group’s equity and distressed debt investing group may purchase second lien loans and mezzanine debt of private middle market companies, these funds will typically be interested in these assets in distressed situations, whereas we generally will seek to hold performing debt. Likewise, while funds managed by GSC Group’s real estatestructured mortgage products group may purchase second lien loans and mezzanine debt as an aspect of their investment strategies, these funds are largely focused on asset-backed and mortgage-backed loans and debt, not on corporate debt of the type we target. Finally, due to the high amounts of leverage deployed by various CDOCLO funds managed by GSC Group, these
funds tend to target first lien loans, while second lien and mezzanine loans are a secondary part of the strategy.
To the extent that we do compete with any of GSC Group’s clients for a particular investment opportunity, our investment adviser will allocate the investment opportunity across the funds for which the investment is appropriate based on its internal conflict of interest and allocation policies consistent with the requirements of the Advisers Act, subject further to the 1940 Act restrictions on co-investments with affiliates and also giving effect to priorities that may be enjoyed from to time to time by one or more funds based on their investment mandate or guidelines, or any right of first review agreed to from time to time by GSC Group. Currently, GSC European Mezzanine Fund II, L.P. has a priority on investments in mezzanine securities of issuers located primarily in Europe. In addition, GSC Acquisition Company has recently entered into a business opportunity right of first review agreement which provides that it will have a right of first review prior to any other fund managed by GSC Group with respect to business combination opportunities with an enterprise value of $175 million or more until the earlier of it consummating an initial business combination or its liquidation. Currently:
| • | GSC European Mezzanine Fund II, L.P. has a priority on investments in mezzanine securities of issuers located primarily in Europe; and | |
| • | GSC Acquisition Company, a special acquisition company sponsored by GSC Group, has a business opportunity right of first review agreement that provides that it will have a right of first review prior to any other fund managed by GSC Group with respect to business combination opportunities with an enterprise value of $175 million or more until the earlier of it consummating an initial business combination or its liquidation. |
16
Subject to the foregoing, GSC Group’s allocation policies are intended to ensure that we may generally share equitably with other GSC Group-managed investment vehicles in investment opportunities, particularly those involving a security with limited supply or involving differing classes of securities of the same issuer, thatwhich may be suitable for us and such other investment vehicles.
GSC Group has historically managed investment vehicles with similar or overlapping investment strategies and has a conflict-resolutionconflict resolution policy in place that will also address the co- investment restrictions under the 1940 Act. The policy is intended to ensure that we comply with the 1940 Act restrictions on transactions with affiliates. These restrictions will significantly impact our ability to co-invest with other GSC Group’s funds. While the 1940 Act generally prohibits all “joint transactions” between entities that share a common investment adviser, the staff of the SEC has granted no-action relief to an investment adviser permitting purchases of a single class of privately-placed securities, provided that the investment adviser negotiates no term other than price and certain other conditions are satisfied. Neither our investment adviser nor any participant in a co-investment will have both a material pecuniary incentive and ability to cause us to participate with it in a co-investment. As a result, we only expect to co-invest on a concurrent basis with GSC Group’s funds when each fund will own the same securities of the issuer. If opportunities arise that would otherwise be appropriate for us and for one or more of GSC Group’s other funds to invest in different securities of the same issuer, our investment adviser will need to decide whether we or the other funds will proceed with the investment.
GSC Group’s allocation procedures are designed to allocate investment opportunities among the investment vehicles of GSC Group in a manner consistent with its obligations under the Advisers Act. If two or more investment vehicles with similar investment strategies are still in their investment periods, an available investment opportunity will be allocated as described below, subject to any provisions governing allocations of investment opportunities in the relevant organizational documents. As an initial step, our investment adviser will determine whether a particular investment opportunity is an appropriate investment for us and its other clients and typically will determine the amount that would be appropriate for each client by considering, among other things, the following criteria:
(1) the investment guidelinesand/or restrictions set forth in the applicable organizational documents;
(2) the risk and return profile of the client entity;
(3) the suitability/priority of a particular investment for the client entity;
(4) if applicable, the target position size of the investment for the client entity; and
(5) the level of available cash for investment with respect to the particular client entity. entity;
(6) the total amount of funds committed to the client; and
(7) the age of the fund and the remaining term of a fund’s investment period, if any.
If there is an insufficient amount of an opportunity to satisfy the needs of all participants, the investment opportunity will generally be allocated pro-rata based on the initial investment amounts. SeePlease see Part I, Item 1A “Risk Factors — There are
conflicts of interest in our relationship with our investment adviserand/or GSC Group, which could result in decisions that are not in the best interests of our stockholders.” Subject to applicable law, GSC Group may modify its allocation procedures from time to time at its discretion.
Compliance with the Sarbanes-Oxley Act and the New York Stock Exchange corporate governance regulations
The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) imposes a wide variety of new regulatory requirements on publicly-held companies and their insiders. The Sarbanes-Oxley Act requires us to review our policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the new regulations promulgated thereunder. We will continue to monitor our compliance with all future regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance therewith.
In addition, the New York Stock Exchange adopted corporate governance changes to its listing standards in 2003. We believe we are in compliance with such corporate governance listing standards. We will continue to
17
monitor our compliance with all future listing standards and will take actions necessary to ensure that we are in compliance therewith.
Available Information
We file with or submit to the SEC annual, quarterly and current periodic reports, proxy statements and other information meeting the informational requirements of the Securities Exchange of 1934, as amended (the “Exchange Act”). You may inspect and copy these reports, proxy statements and other information at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at1-800-SEC-0330. Copies of these reports, proxy and information statements and other information may be obtained, after paying a duplicating fee, by electronic request at the followinge-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C.20549-0102. In addition, the SEC maintains an Internet website that contains reports, proxy and information statements and other information filed electronically by us with the SEC athttp://www.sec.gov. Our Internet address ishttp://www.gscinvestmentcorp.com. We make available free of charge on our Internet website our annual report onForm 10-K, quarterly reports onForm 10-Q, current reports onForm 8-K, and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Investing in our common stock involves a high degree of risk. The risks set forth below are not the only risks we face. If any of the following risks occur, our business and financial condition could be materially adversely affected. In such case, our net asset value and the trading price of our common stock could decline.
Risks related to our business
We arehave a newly-incorporated Maryland corporation with nolimited operating history.
We were incorporated in March 2007 and commenced our operations that same month. We are subject to all of the business risks and uncertainties associated with any new business, including the risk that we may not achieve our investment objectives and that the value of your investment could decline substantially.
Many of our portfolio investments are recorded at fair value as determined in good faith by our board of directors; such valuations are inherently uncertain and may be materially higher or lower than the values that we ultimately realize upon the disposal of such investments.
We expect that, over time, a large percentage of our portfolio will be comprised of investments that are not publicly traded. The value of investments that are not publicly traded may not be readily determinable. We value these investments quarterly at fair value as determined in good faith by our board of directors. Where appropriate, our board of directors may utilize the services of an independent valuation firm to aid it in determining fair value. The types of factors that may be considered in valuing our investments include the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings, the markets in which the portfolio company does business, yield trend analysis, comparison to publicly traded companies, discounted cash flow and other relevant factors. Because such valuations, and particularly valuations of private investments and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these investments existed. Our net asset value could be materially affected if the determinations regarding the fair value of our investments were materially higher or lower than the values that we ultimately realize upon the disposal of such investments.
We operate in a highly competitive market for investment opportunities.
A number of entities compete with us to make the types of investments that we plan to make in private middle market companies. We compete with other BDCs, public and private funds, commercial and investment banks, commercial financing companies, insurance companies, high-yield investors, hedge funds, and, to the extent they
18
provide an alternative form of financing, private equity funds. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than us. Several other BDCs have recently raised, or are expected to raise, significant amounts of capital, and may have investment objectives that overlap with ours, which may create competition for investment opportunities. Some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments that could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act will impose on us as a BDC. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business and financial condition. Also, as a result of this competition, we may not be able to replicate GSC Group’s historical performance.
We do not seek to compete primarily based on the interest rates we offer and we caution youbelieve that some of our investment returns could be substantiallycompetitors may make loans with interest rates that are comparable to or lower than the returns achieved by other GSC Group funds.rates we offer.
We may compete withlose investment vehiclesopportunities if we do not match our competitors’ pricing, terms and structure. If we match our competitors’ pricing, terms and structure, we may experience decreased net interest income and increased risk of GSC Group for accesscredit loss. As a result of operating in such a competitive environment, we may make investments that are on better terms to GSC Group.our portfolio companies than we originally anticipated, which may impact our return on these investments.
We are a non-diversified investment company within the meaning of the 1940 Act, and therefore are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer. To the extent that we assume large positions in the securities of a small number of issuers, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. However, we intend to comply with the diversification requirements imposed by the Code for qualification as a RIC.
We employ leverage.
We currently use the Revolving Facility to leverage our portfolio and we expect in the future to borrow from and issue senior debt securities to banks and other lenders and may securitize certain of our portfolio investments.
With certain limited exceptions, as a BDC we are only allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing. The amount of leverage that we employ will depend on our investment adviser’s and our board of directors’ assessment of market conditions and other factors at the time of any proposed borrowing. There is no assurance that a leveraging strategy will be successful. Leverage involves risks and special considerations for stockholders, including:
| • | A likelihood of greater volatility in the net asset value and market price of our common stock. | |
| • | Diminished operating flexibility as a result of asset coverage or investment portfolio composition requirements that are more stringent than those imposed by the 1940 Act. | |
| • | The possibility that investments will have to be liquidated at less than full value or at inopportune times to comply with debt covenants or to pay interest or dividends on the leverage. | |
| • | Increased operating expenses due to the cost of leverage, including issuance and servicing costs. | |
| • | Subordination to lenders’ superior claims on our assets as a result of which lenders will be able to receive proceeds available in the case of our liquidation before any proceeds are distributed to our shareholders. |
For example, the amount we may borrow under our Revolving Facility is determined, in part, by the fair value of our investments. If the fair value of our investments declines, we may be forced to sell investments at a loss to maintain compliance with our borrowing limits. Other debt facilities we may enter into in the future may contain similar provisions. Any such forced sales would reduce our net asset value and also make it difficult for the net asset value to recover.
19
Our investment adviser and its affiliates have sponsored and currently manage other investment vehicles with an investment focusour board of directors in their best judgment nevertheless may determine to use leverage if they expect that overlaps with our focus, and may in the future sponsor or manage additional investment vehicles with an overlapping focus to ours, which, in each case, could result in us competing for access to the benefits that we expectto our relationship with GSC Group to provide to us.stockholders of maintaining the leveraged position will outweigh the risks.
We will need to periodically access the capital markets to raise cash to fund new investments. Unfavorable economic conditions could increase our investment objectives. In addition, we cannot assure you thatfunding costs, limit our investment adviser will remain our investment adviser or that we will continue to have access to GSC Group’s investment professionalsthe capital markets or its informationresult in a decision by lenders not to extend credit to us. An inability to successfully access the capital markets could limit our ability to grow our business and deal flow.fully execute our business strategy and could decrease our earnings, if any.
Our financial condition and results of operation dependsdepend on our ability to manage future growth effectively.
Our ability to achieve our investment objectives depends on our ability to acquire suitable investments and monitor and administer those investments, which depends, in turn, on our investment adviser’s ability to identify, invest in and monitor companies that meet our investment criteria.
Accomplishing this result on a cost-effective basis is largely a function of our investment adviser’s structuring of the investment process and its ability to provide competent, attentive and efficient service to us. Our executive officers and the employees of our investment adviser have substantial responsibilities in connection with their roles at GSC Group and with the other GSC Group investment vehicles as well as responsibilities under the investment advisory and management agreement. They may also be called upon to provide managerial assistance to our portfolio companies. These demands on their time, which will increase as the number of investments grow, may distract them or slow the rate of investment. In order to grow, our investment adviser may need to hire, train, supervise and manage new employees. However, we cannot assure you that any such employees will contribute to the work of the investment adviser. Any failure to manage our future growth effectively could have a material adverse effect on our business and financial condition.
Co-Investment. We are prohibited from co-investing with other investment vehicles managed now or in the future by GSC Group in certain investments of portfolio companies in instances where GSC Group negotiates terms other than price. In instances where we co-invest with a GSC Group-managed investment vehicle, while we will invest on the same terms and neither we nor the GSC Group-managed investment vehicle may negotiate terms of the transaction other than price, conflicts of interest may arise. For example, if an investee company in which both we and a GSC Group-managed investment vehicle have invested becomes distressed, and if the size of our relative investments vary significantly, the decisions relating to actions to be taken could raise conflicts of interest.
Conflicts in Different Parts of Capital Structure. If a portfolio company in which we and another GSC Group-managed investment vehicle hold different classes of securities encounters financial problems, decisions over the terms of any workout will raise conflicts of interest. For example, a debt holder may be better served by a liquidation of the issuer in which it will be paid in full, whereas an equity holder might prefer a reorganization that could create value for the equity holder.
20
Potential Conflicting Positions. Given our investment objectives and the investment objectives of other GSC Group-managed investment vehicles, it is possible that we may hold a position that is contrary to a position held by another GSC Group-managed investment vehicle. For example, we could hold a longer term investment in a certain portfolio company and at the same time another GSC Group-managed investment vehicle could hold a short term position in the same company. GSC Group makes each investment decision by lenders notseparately based upon the investment objective of each of its clients.
Shared Legal Counsel. We and other GSC Group-managed investment vehicles generally engage common legal counsel in transactions in which both are participating or with respect to extendmatters that may affect both. Although separate counsel may be engaged, the time and cost savings and other efficiencies and advantages of using common counsel will generally outweigh the disadvantages. In the event of a significant dispute or divergence of interests, typically in a work-out or other distressed situation, separate representation may become desirable, and in litigation and other circumstances, separate representation may be necessary.
Allocation of Opportunities. Our investment adviser provides investment management, investment advice or other services in relation to a number of investment vehicles that focus on corporate credit, distressed debt, mezzanine investments and structured finance products and have investment objectives that are similar to us. An inabilityor overlap with ours. Investment opportunities that may be of interest to successfully access theus may also be of interest to GSC Group’s other investment vehicles, and GSC Group may buy or sell securities for us which differ from securities which they may cause to be bought or sold for other investment vehicles. GSC Group has greater interests in other investment vehicles it manages, including greater capital markets couldcommitments to, or larger fees earned from, such investment vehicles. These differing interests may create a conflict of interest for GSC Group in determining which investment vehicle should pursue a given investment opportunity.
Material Nonpublic Information. GSC Group or its employees, officers, principals or affiliates may come into possession of material nonpublic information in connection with business activities unrelated to our operations. The possession of such information may limit our ability to growbuy or sell securities or otherwise participate in an investment opportunity or to take other action it might consider in our business and fully execute our business strategy and could decrease our earnings, if any.best interest.
Our investment adviser’s base compensation may cause it to increase our leverage contrary to our interest.
We pay the investment adviser a quarterly base management fee based on the value of our total assets (including any assets acquired with leverage). Accordingly, the investment adviser has an economic incentive to increase our leverage. Our board of directors monitors the conflicts presented by this compensation structure by approving the amount of leverage that we incur. If our leverage is increased, we will be exposed to increased risk of loss, bear the increase cost of issuing and servicing such senior indebtedness, and will be subject to any additional covenant restrictions imposed on us in an indenture or other instrument or by the applicable lender.
We may compete with investment vehicles of GSC Group for access to GSC Group.
Our investment adviser and its affiliates have sponsored and currently manage other investment vehicles with an investment focus that overlaps with our focus, and may in the future sponsor or manage additional investment vehicles with an overlapping focus to ours, which, in each case, could result in us competing for access to the benefits that we expect our relationship with GSC Group to provide to us.
21
We are dependent upon our investment adviser’s key personnel for our future success and upon their access to GSC Group’s investment professionals.
We depend on the diligence, skill and network of business contacts of GSC Group’s investment professionals and the information and deal flow generated by them in the course of their investment and portfolio management activities. The departure of a significant number of the investment professionals of GSC Group could have a material adverse effect on our ability to achieve our investment objectives. In addition, we cannot assure you that our investment adviser will remain our investment adviser or that we will continue to have access to GSC Group’s investment professionals or its information and deal flow.
Our investment adviser’s incentive compensation may cause it to pursue a high risk investment strategy.
The incentive fee payable to the investment adviser may create an incentive for the investment adviser to make investments that are riskier or more speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive fee payable to the investment adviser is determined which is calculated as a percentage(20% of the pre-incentive fee net investment income that exceeds a hurdle rate of a 1.875% quarterly return on the value of net assets,assets) may encourage the investment adviser to use leverage to increase the return to the Company’s investments. If the investment adviser acquires poorly-performing assets with such leverage, the loss to holders of the shares could be substantial. Moreover, if our leverage is increased, we will be exposed to increased risk of loss, bear the increased cost of issuing and servicing such senior indebtedness, and will be subject to any additional covenant restrictions imposed on us in an indenture or other instrument or by the applicable lender. Our board of directors will monitor the conflicts presented by this compensation structure by approving the amount of leverage that we may incur. In addition, the investment adviser receives the incentive fee based, in part, upon net capital gains realized on our investments. Unlike the portion of the incentive fee based on income, there is no hurdle rate applicable to the portion of the incentive fee based on net capital gains. As a result, the investment adviser may have a tendency to invest more in investments that are likely to result in capital gains as compared to income producing securities. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.
We are exposed to risks associated with changes in interest rates.
General interest rate fluctuations and changes in credit spreads on floating rate loans may have a substantial negative impact on our investments and investment opportunities and, accordingly, may have a material adverse effect on investment objectives and our rate of return on invested capital. In addition, an increase in interest rates would make it more expensive to use debt to finance our investments. Decreases in credit spreads on debt that pays a floating rate of return would have an impact on the income generation of our floating rate assets. Trading prices for debt that pays a fixed rate of return tend to fall as interest rates rise. Trading prices tend to fluctuate more for fixed-rate securities that have longer maturities. Although we have no policy governing the maturities of our investments, under current market conditions we expect that we will invest in a portfolio of debt generally having maturities of up to ten years. This means that we will be
subject to greater risk (other things being equal) than an entity investing solely in shorter-term securities. A decline in the prices of the debt we own could adversely affect the trading price of our common stock.
We may experience fluctuations in our quarterly results.
We could experience fluctuations in our quarterly operating results due to a number of factors, including the interest rate payable on the debt investments we make, the default rate on such investments, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.
22
Our investment adviser’s liability is limited under the investment advisory and management agreement and we will indemnify our investment adviser against certain liabilities, which may lead our investment adviser to act in a riskier manner on our behalf than it would when acting for its own account.
Our investment adviser has not assumed any responsibility to us other than to render the services described in the investment advisory and management agreement. Pursuant to the investment advisory and management agreement, our investment adviser and its general partner, officers and employees are not liable to us for their acts, under the investment advisory and management agreement, absent willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties. We have agreed to indemnify, defend and protect our investment adviser and its general partner, officers and employees with respect to all damages, liabilities, costs and expenses resulting from acts of our investment adviser not arising out of willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties under the investment advisory and management agreement. These protections may lead our investment adviser to act in a riskier manner when acting on our behalf than it would when acting for its own account.
We may be obligated to pay our investment adviser incentive compensation even if we incur a net loss, regardless of the market value of our common stock.
Our investment adviser is entitled to incentive compensation for each fiscal quarter in an amount equal to a percentage of the excess of our investment income for that quarter (before deducting incentive compensation, net operating losses and certain other items) above a threshold return for that quarter. Our pre-incentive fee net investment income, for incentive compensation purposes, excludes realized and unrealized capital losses that we may incur in the fiscal quarter, even if such capital losses result in a net loss on our statement of operations for that quarter. Thus, we may be required to pay our investment adviser incentive compensation for a fiscal quarter even if there is a decline in the value of our Portfolio or we incur a net loss for that quarter.
Under the investment advisory and management agreement, we will defer cash payment of any incentive fee otherwise earned by our investment adviser if, during the most recent four full quarterly periods ending on or prior to the date such payment is to be made, the sum of (a) our aggregate distributions to our stockholders and (b) our change in net assets (defined as total assets less liabilities) is less than 7.5% of our net assets at the beginning of such period. These calculations will be appropriately pro rated during the first three quarters of this fiscal year and will be adjusted for any share issuances or repurchases. Furthermore, the incentive fee that we pay is not tied to the market value of our common stock.
If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously included in the calculation of the incentive fee will become uncollectible. The investment adviser is not under any obligation to reimburse us for any part of the incentive fee it received that was based on accrued income that we never received as a result of a default by an entity on the obligation that resulted in the accrual of such income.
Changes in laws or regulations governing our operations, or changes in the interpretation thereof, and any failure by us to comply with laws or regulations governing our operations may adversely affect our business.
We and our portfolio companies are subject to regulation at the local, state and federal levels. These laws and regulations, as well as their interpretation, may be changed from time to time. Any change in these laws or regulations, or their interpretation, or any failure by us to comply with these laws or regulations may adversely affect our business.
As discussed below, there is a risk that certain investments that we intend to treat as qualifying assets will be determined to not be eligible for such treatment. Any such determination would have a material adverse effect on our business.
23
Risks related to our operation as a BDC
Our investment adviser has nolimited experience in managing a BDC.
The 1940 Act imposes numerous constraints on the operations of BDCs. For example, BDCs are required to invest at least 70% of their total assets primarily in securities of private U.S. operating companies or public U.S. companies whose securities are not listed on a national securities exchange registered under the Exchange Act (i.e., New York Stock Exchange, American Stock Exchange and The NASDAQ Global Market), cash, cash equivalents, U.S. government securities and high quality debt investments that mature in one year or less. Our investment
adviser does not havemanage any experience managing a BDC.BDCs other than the Company, and the Company has been in operation only since March 2007. The lack of experience of our investment adviser in managing a portfolio of assets under such constraints may hinder its ability to take advantage of attractive investment opportunities and, as a result, achieve our investment objectives.
A failure on our part to maintain our qualification as a BDC would significantly reduce our operating flexibility.
If we fail to qualify as a BDC, we might be regulated as a closed-end investment company under the 1940 Act, which would significantly decrease our operating flexibility.
We will be subject to corporate-level income tax if we fail to qualify as a RIC.
We will seek to qualify as a RIC under the Code, which requires us to qualify continuously as a BDC and meet certain source of income, distribution and asset diversification requirements.
The source of income requirement is satisfied if we derive at least 90% of our annual gross income from interest, dividends, payments with respect to certain securities loans, gains from the sale or other disposition of securities or options thereon or foreign currencies, or other income derived with respect to our business of investing in such securities or currencies, and net income from interests in “qualified publicly traded partnerships,” as defined in the Code.
The annual distribution requirement is satisfied if we distribute to our stockholders on an annual basis an amount equal to at least 90% of our ordinary net taxable income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, reduced by deductible expenses. We are subject to certain asset coverage ratio requirements under the 1940 Act and covenants under the Facilities that could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC. In such case, if we are unable to obtain cash from other sources, we may fail to qualify as a RIC and, thus, may be subject to corporate-level income tax.
To qualify as a RIC, we must also meet certain asset diversification requirements at the end of each calendar quarter. Failure to meet these tests may result in our having to (i) dispose of certain investments quickly or (ii) raise additional capital to prevent the loss of our RIC qualification. Because most of our investments will be in private companies, any such dispositions could be made at disadvantageous prices and may result in substantial losses. If we raise additional capital to satisfy the asset diversification requirements, it could take us time to invest such capital. During this period, we will invest the additional capital in temporary investments, such as cash and cash equivalents, which we expect will earn yields substantially lower than the interest income that we anticipate receiving in respect of investments in first and second lien loans, mezzanine debt and high yield debt.
If we fail to qualify as a RIC for any reason, all of our taxable income will be subject to U.S. federal income tax at regular corporate rates. The resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. Such a failure would have a material adverse effect on us and our stockholders.
Regulations governing our operation as a BDC will affect our ability to and the way in which we, raise additional capital.
We have incurred indebtedness under the FacilitiesRevolving Facility and we may issue debt securities or preferred stock, which we refer to collectively as “senior securities,” up to the maximum amount permitted by the 1940 Act.
24
Under the provisions of the 1940 Act, we are permitted, as a BDC, to incur indebtedness or issue senior securities only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after such incurrence or issuance. If the value of our assets declines, we may be unable to satisfy this test, which would prohibit us from paying dividends and could prevent us from qualifying as a RIC. If we cannot satisfy this test, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous.
We are not generally able to issue and sell our common stock at a price below net asset value per share. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the current net asset value of the common stock if our board of directors determines that such sale is in our best interests and the best interests of our stockholders, and our stockholders approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price which, in the determination of our board of directors, closely approximates the market value of such securities (less any commission or discount). If our common stock trades at a discount to net asset value, this restriction could adversely affect our ability to raise capital.
To generate cash for funding new investments, we securitizedpledged a substantial portion of our portfolio viainvestments under the Facilities. WeRevolving Facility. Such assets are not available to secure other sources of funding or for securitization. Our ability to obtain additional secured or unsecured financing on attractive terms in the future is uncertain. Alternatively, we may in the future seek to dosecuritize a portion of our loan portfolio. The loan and securitization markets are subject to changing market conditions, however, and we may not be able to access this market when we would otherwise deem appropriate. An inability to obtain additional securitizations. An inability
Our common stock may trade at a discount to our net asset value per share.
Common stock of BDCs, as closed-end investment companies, frequently trade at a discount to net asset value. Our common stock has traded at a discount to our net asset value since shortly after our initial public offering. The risk that our common stock may continue to trade at a discount to our net asset value is separate and distinct from the risk that our net asset value per share may decline.
As a BDC, we may have difficulty paying our required distributions if we recognize income before or without receiving cash in respect of such income.
For U.S. federal income tax purposes, we include in income certain amounts that we have not yet received in cash, such as original issue discount, which may arise if we receive warrants in connection with the making of a loan or possibly in other circumstances, or contractedpaid-in-kind interest, which represents contractual interest added to the loan balance and due at the end of the loan term. Such original issue discount, which could be significant relative to our overall investment activities, or increases in loan balances will be included in income before we receive any corresponding cash payments. We also may be required to include in income certain other amounts that we will not receive in cash, including, for example, non-cash income frompaid-in-kind securities and deferred payment securities. In addition, we will consolidate GSCIC CLO for federal income tax purposes, and income earned thereon may differ from the distributions paid in respect of our investment in the GSCIC subordinated notes because of the factors set forth above or because distributions on the subordinated notes are contractually required to be diverted for reinvestment or to pay down outstanding indebtedness.
Since in certain cases we may recognize income before or without receiving cash in respect of such income, we may have difficulty meeting the requirement that we distribute an amount equal to at least 90% of our ordinary net taxable income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, reduced by deductible expenses, to qualify as a RIC. Accordingly, we may have to sell some of our investments (or investments in the GSCIC CLO portfolio) at times we would not consider advantageous, raise additional debt or equity capital or reduce new investments to meet these distribution requirements. If we are not able to obtain cash
25
from other sources, or are restricted from selling investments in the GSCIC CLO portfolio by the terms of the applicable indenture, we may fail to qualify as a RIC and thus be subject to corporate-level income tax.
If our primary investments are deemed not to be qualifying assets, we could fail to qualify as a BDC or be precluded from investing according to our current business plan.
If we are to maintain our qualification as a BDC, we must not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets. We believe that the leveraged loans and mezzanine investments that we propose to acquire constitute qualifying assets because the privately held issuers will not, at the time of our investment, have securities listed on a national securities exchange.
The Securities and Exchange Commission (the “SEC”) has adopted a rule that defines an “eligible portfolio company” as any private domestic operating company and public domestic operating company that does not have securities listed on a national securities exchange. In addition, the SEC has proposed a new rule that would expand the definition of eligible portfolio companies to include publicly-traded companies with a market capitalization of less than $250 million. If adopted or enacted, the effect of this rule would be to further reduce or eliminate confusion surrounding whether a company qualifies as an eligible portfolio company. We cannot assure you that this rule will be approved by the SEC. Until the SEC or its staff has issued a final rule, we will continue to monitor this issue closely. SeePlease see “— Risks related to our business — Changes in laws or regulations governing our operations, or changes in the interpretation thereof, and any failure by us to comply with laws or regulations governing our operations may adversely affect our business” above.
As a discountBDC for 1940 Act purposes and a RIC for U.S. federal income tax purposes, we intend to make distributions out of assets legally available for distribution on a quarterly basis to our netstockholders once such distributions are authorized by our board of directors and declared by us. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. In addition, due to the asset value per share.
The floating interest rate features of any indebtedness incurred by us could adversely affect us if interest rates rise.
Any indebtedness incurred by us will likely bear interest at a floating rate based on an index. As a result, if that index increases, our costs under any indebtedness incurred would become more expensive, which could have a material adverse effect on our earnings.
Risks related to our investments
Our investments may be risky, and you could lose all or part of your investment.
Substantially all of the debt investments held in the portfolio hold, and will likely continue to hold, a non-investment grade rating by Moody’s Investors Serviceand/or Standard & Poor’s or, where not rated by any rating agency, would be below investment grade, if rated. Debt securitiesHigh yield bonds rated below investment grade are commonly referred to as “junk bonds.” A below investment grade rating means that, in the rating agency’s view, there is an increased risk that the
obligor on such debt will be unable to pay interest and repay principal on its debt in full. We may also invest in debt that defers or payspaid-in-kind interest. To the extent interest payments associated with such debt are deferred, such debt will be subject to greater fluctuations in value based on changes in interest rates, such debt could produce taxable income without a corresponding cash payment to us, and since we generally do not receive any cash prior to maturity of the debt, the investment will be of greater risk.
26
In addition, private middle market companies in which we expect to invest are exposed to a number of significant risks, including:
| • | limited financial resources and an inability to meet their obligations, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees we may have obtained in connection with our investment; | |
| • | shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns; | |
| • | dependence on the management talents and efforts of a small group of persons; the death, disability, resignation or termination of one or more of which could have a material adverse impact on the company and, in turn, on us; | |
| • | less predictable operating results and, possibly, substantial additional capital requirements to support their operations, finance expansion or maintain their competitive | |
| • | difficulty accessing the capital markets to meet future capital needs. |
In addition, our executive officers, directors and our investment adviser may, in the ordinary course of business, be named as defendants in litigation arising from our investments in the portfolio companies.
Economic recessions or downturns could impair our portfolio companies and harm our operating results.
Many of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our loans during these periods. Therefore, our non-performing assets are likely to increase and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing investments and harm our operating results.
A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize our portfolio company’s ability to meet its obligations under the debt that we hold and the value of any equity securities we own. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company.
The debt securities in which we invest are subject to credit risk and prepayment risk.
An issuer of debt security may be unable to make interest payments and repay principal. We could lose money if the issuer of a debt obligation is, or is perceived to be, unable or unwilling to make timely principaland/or interest payments, or to otherwise honor its obligations. The downgrade of a security by rating agencies may further decrease its value.
Certain debt instruments may contain call or redemption provisions which would allow the issuer thereof to prepay principal prior to the debt instrument’s stated maturity. This is known as prepayment risk. Prepayment risk is greater during a falling interest rate environment as issuers can reduce their cost of capital by refinancing higher interest debt instruments with lower interest debt instruments. An issuer may also elect to refinance their debt instruments with lower interest debt instruments if the credit standing of the issuer improves. To the extent debt securities in our portfolio are called or redeemed, we may receive less than we paid for such security and we may be forced to reinvest in lower yielding securities or debt securities of issuers of lower credit quality.
27
The lack of liquidity in our investments may adversely affect our business.
We expect to make investments in private companies. A portion of these securities may be subject to legal and other restrictions on resale, transfer, pledge or other disposition or will otherwise be less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. In addition, we may face other restrictions on our ability to liquidate an investment in a business entity to the extent that we or our investment adviser has or could be deemed to have material non-public information regarding such business entity.
Our investment in GSCIC CLO constitutes a leveraged investment in a portfolio of predominantly senior secured first lien term loans and is subject to additional risks and volatility.
At February 29, 2008, our investment in the subordinated notes of GSCIC CLO had a fair value of $28.9 million and constituted 16.7% of our portfolio. This investment constitutes a first loss position in a portfolio that, as of February 29, 2008, was composed of $372.9 million in aggregate principal amount of primarily senior secured first lien term loans and $40.3 million in uninvested cash. Interest payments generated from this portfolio will be used to pay the administrative expenses of GSCIC CLO and interest on the debt issued by GSCIC CLO before paying a return on the subordinated notes. Principal payments will be similarly applied to pay administrative expenses of GSCIC CLO and for reinvestment or repayment of GSCIC CLO debt before paying a return on, or repayment of, the subordinated notes. In addition, 80% of our fixed management fee and 100% our incentive management fee is subordinated to the payment of interest and principal on GSCIC CLO’s debt. Any losses on the portfolio will accordingly reduce the cash flow available to pay these management fees and provide a return on, or repayment of, our investment. Depending on the amount and timing of such losses we may experience smaller than expected returns and, potentially, the loss of our entire investment.
As the manager of the portfolio, we will have some ability to direct the composition of the portfolio, but our discretion is limited by the terms of the debt issued by GSCIC CLO, which may limit our ability to make investments that we feel are in the best interests of the subordinated notes, and the availability of suitable investments. The performance of the portfolio is also subject to many of the same risks sets forth in this annual report with respect to portfolio investments in senior secured first lien term loans.
Available information about privately held companies is limited.
We invest primarily in privately-held companies. Generally, little public information exists about these companies, and we are required to rely on the ability of our investment adviser’s investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. These companies and their financial information are not subject to the Sarbanes-Oxley Act and other rules that govern public companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments.
When we are a debt or minority equity investor in a portfolio company, we may not be in a position to control the entity, and its management may make decisions that could decrease the value of our investment.
We anticipate making both debt and minority equity investments; therefore, we will be subject to the risk that a portfolio company may make business decisions with which we disagree, and the stockholders and management of such company may take risks or otherwise act in ways that do not serve our interests. As a result, a portfolio company may make decisions that could decrease the value of our portfolio holdings.
Our portfolio companies may incur debt or issue equity securities that rank equally with, or senior to, our investments in such companies.
Our portfolio companies usually will have, or may be permitted to incur, other debt, or issue other equity securities, that rank equally with, or senior to, our investments. By their terms, such instruments may provide that the holders are entitled to receive payment of dividends, interest or principal on or before the dates on which we are
28
entitled to receive payments in respect of our investments. These debt instruments will usually prohibit the portfolio companies from paying interest on or repaying our investments in the event and during the continuance of a default under such debt. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of securities ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such holders, the portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debtor equity ranking equally with our investments, we would have to share on an equal basis any distributions
with other holders in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.
There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.
If one of our portfolio companies were to go bankrupt, even though we may have structured our interest as senior debt, depending on the facts and circumstances, including the extent to which we actually provided managerial assistance to that portfolio company, a bankruptcy court might recharacterize our debt holding and subordinate all or a portion of our claim to that of other creditors. In addition, lenders can be subject to lender liability claims for actions taken by them where they become too involved in the borrower’s business or exercise control over the borrower. It is possible that we could become subject to a lender’s liability claim, including as a result of actions taken if we actually render significant managerial assistance.
Investments in equity securities involve a substantial degree of risk.
We may purchase common stock and other equity securities. Although equity securities have historically generated higher average total returns than fixed-income securities over the long term, equity securities also have experienced significantly more volatility in those returns and in recent years have significantly under performed relative to fixed-income securities. The equity securities we acquire may fail to appreciate and may decline in value or become worthless and our ability to recover our investment will depend on our portfolio company’s success. Investments in equity securities involve a number of significant risks, including:
| • | any equity investment we make in a portfolio company could be subject to further dilution as a result of the issuance of additional equity interests and to serious risks as a junior security that will be subordinate to all indebtedness or senior securities in the event that the issuer is unable to meet its obligations or becomes subject to a bankruptcy process; | |
| • | to the extent that the portfolio company requires additional capital and is unable to obtain it, we may not recover our investment in equity securities; and | |
| • | in some cases, equity securities in which we invest will not pay current dividends, and our ability to realize a return on our investment, as well as to recover our investment, will be dependent on the success of our portfolio companies. Even if the portfolio companies are successful, our ability to realize the value of our investment may be dependent on the occurrence of a liquidity event, such as a public offering or the sale of the portfolio company. It is likely to take a significant amount of time before a liquidity event occurs or we can sell our equity investments. In addition, the equity securities we receive or invest in may be subject to restrictions on resale during periods in which it could be advantageous to sell. |
There are special risks associated with investing in preferred securities, including:
| • | preferred securities may include provisions that permit the issuer, at its discretion, to defer distributions for a stated period without any adverse consequences to the issuer. If we own a preferred security that is deferring its distributions, we may be required to report income for tax purposes even though we have not received any cash payments in respect of such income; | |
| • | preferred securities are subordinated with respect to corporate income and liquidation payments, and are therefore subject to greater risk than debt; |
29
| • | preferred securities may be substantially less liquid than many other securities, such as common securities or U.S. government securities; and | |
| • | preferred security holders generally have no voting rights with respect to the issuing company, subject to limited exceptions. |
Our investments in foreign debt, including that of emerging market issuers, may involve significant risks in addition to the risks inherent in U.S. investments.
Although there are limitations on our ability to invest in foreign debt, we may, from time to time, invest in debt of foreign companies, including the debt of emerging market issuers. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. Investments in the debt of emerging market issuers may subject us to additional risks such as inflation, wage and price controls, and the imposition of trade barriers. Furthermore, economic conditions in emerging market countries are, to some extent, influenced by economic and securities market conditions in other emerging market countries. Although economic conditions are different in each country, investors’ reaction to developments in one country can have effects on the debt of issuers in other countries.
Although most of our investments will be U.S. dollar-denominated, our investments that are denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments. We may employ hedging techniques to minimize these risks, but we cannot assure you that we will fully hedge against these risks or that such strategies will be effective.
We may expose ourselves to risks if we engage in hedging transactions.
We may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates. Use of these hedging instruments may expose us to counter-party credit risk. Hedging against a decline in the values of our portfolio positions does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the portfolio positions should increase. Moreover, it may not be possible to hedge against an exchange rate or interest rate fluctuation that is generally anticipated at an acceptable price.
Our board of directors may change our operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse.
��
Our board of directors has the authority to modify or waive our current operating policies and our strategies without prior notice and without stockholder approval. We cannot predict the effect any changes to our current operating policies and strategies would have on our business, financial condition, and value of our common stock. However, the effects might be adverse, which could negatively impact our ability to pay dividends and cause you to lose all or part of your investment.
30
Risks related to an investment in our shares
Investing in our common stock may involve an above average degree of risk.
The investments we make in accordance with our investment objectives may result in a higher amount of risk than alternative investment options and volatility or loss of principal. Our investments in portfolio companies may be highly speculative and aggressive, and therefore, an investment in our common stock may not be suitable for someone with lower risk tolerance.
The market price of our common stock may fluctuate significantly.
The market price and liquidity of the market for our common stock may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:
| • | significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which are not necessarily related to the operating performance of these companies; | |
| • | changes in regulatory policies or tax rules, particularly with respect to RICs or BDCs; | |
| • | loss of RIC qualification; | |
| • | changes in the value of our portfolio of investments; | |
| • | any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts; | |
| • | departure of our investment adviser’s key personnel; | |
| • | operating performance of companies comparable to us; | |
| • | general economic trends and other external factors; and | |
| • | loss of a major funding source. |
Provisions of our governing documents and the Maryland General Corporation Law could deter takeover attempts and have an adverse impact on the price of our common stock.
We are governed by our charter and bylaws, which we refer to as our “governing documents.”
Our governing documents and the Maryland General Corporation Law contain provisions that may have the effect of delaying, deferring or preventing a transaction or a change in control of us that might involve a premium price for our stockholders or otherwise be in their best interest.
Our charter provides for the classification of our board of directors into three classes of directors, serving staggered three-year terms, which may render a change of control of us or removal of our incumbent management more difficult. Furthermore, any and all vacancies on our board of directors will be filled generally only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term until a successor is elected and qualifies.
Our board of directors is authorized to create and issue new series of shares, to classify or reclassify any unissued shares of stock into one or more classes or series, including preferred stock and, without stockholder approval, to amend our charter to increase or decrease the number of shares of stock that we have authority to issue, which could have the effect of diluting a stockholder’s ownership interest. Prior to the issuance of shares of stock of each class or series, including any reclassified series, our board of directors is required by our governing documents to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series of shares of stock.
31
Our governing documents also provide that our board of directors has the exclusive power to adopt, alter or repeal any provision of our bylaws, and to make new bylaws. The Maryland General Corporation Law also contains certain provisions that may limit the ability of a third party to acquire control of us, such as:
| • | The Maryland Business Combination Act, which, subject to certain limitations, prohibits certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of the common stock or an affiliate thereof) for five years after the most recent date on which the stockholder becomes an interested stockholder and, thereafter, imposes special minimum price provisions and special stockholder voting requirements on these combinations; and | |
| • | The Maryland Control Share Acquisition Act, which provides that “control shares” of a Maryland corporation (defined as shares of common stock which, when aggregated with other shares of common stock controlled by the stockholder, entitles the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares of common stock. |
The provisions of the Maryland Business Combination Act will not apply, however, if our board of directors adopts a resolution that any business combination between us and any other
person will be exempt from the provisions of the Maryland Business Combination Act. Although our board of directors has adopted such a resolution, there can be no assurance that this resolution will not be altered or repealed in whole or in part at any time. If the resolution is altered or repealed, the provisions of the Maryland Business Combination Act may discourage others from trying to acquire control of us.
As permitted by Maryland law, our bylaws contain a provision exempting from the Maryland Control Share Acquisition Act any and all acquisitions by any person of our common stock. Although our bylaws include such a provision, such a provision may also be amended or eliminated by our board of directors at any time in the future.
None.
| Item 2. |
We do not own any real estate or physical properties materially important to our business. Our corporate office is located at 12 East 49th Street, Suite 3200,888 Seventh Avenue, New York, New York 10017.10019. Our telephone number is(212) 884-6200. We have an additionalbelieve that our office located at 535 Madison Avenue, Floor 17, New York, New York 10022.
facilities are suitable and adequate for our business as currently conducted and as reasonably foreseeable.Neither we nor our investment adviser are currently subject to any material legal proceedings.
No matters were submitted to a vote of stockholders through the solicitation of proxies or otherwise during the fourth quarter of the fiscal year ending February 28, 2007.29, 2008.
PART II
Our common stock is quoted on the New York Stock Exchange under the symbol “GNV” and started trading on March 23, 2007 at an initial public offering price of $15.00 per share. Prior to such date there was no public market for our common stock. Set forth below are the high and low sales prices for our common stock for each full quarterly period since our common stock began trading.
32
| Price Range | ||||||||||||
Fiscal 2008 | NAV(1) | High | Low | |||||||||
| First Quarter | $ | 14.21 | $ | 15.00 | $ | 12.57 | ||||||
| Second Quarter | $ | 13.76 | $ | 14.06 | $ | 10.74 | ||||||
| Third Quarter | $ | 13.51 | $ | 12.75 | $ | 10.92 | ||||||
| Fourth Quarter | $ | 11.80 | $ | 11.43 | $ | 9.68 | ||||||
| (1) | Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices. The net asset values shown are based on outstanding shares at the end of each period. |
As of February 28, 2007,May 12, 2008, there was one holderwere 15 holders of record and approximately, 3,300 beneficial holders of our common stock.
| Amount | ||||||||
Date Declared | Record Date | Payment Date | per Share | |||||
| May 21, 2007 | May 29, 2007 | June 6, 2007 | $ | 0.24 | ||||
| August 14, 2007 | August 24, 2007 | August 31, 2007 | $ | 0.36 | ||||
| November 15, 2007 | November 30, 2007 | December 3, 2007 | $ | 0.38 | ||||
| December 28, 2007 | January 18, 2008 | January 28, 2008 | $ | 0.18 | ||||
| February 20, 2008 | February 29, 2008 | March 10, 2008 | $ | 0.39 | ||||
Total Dividends Declared | $ | 1.55 | ||||||
We intend to make quarterly distributions to our stockholders out of assets legally available for distribution. Our quarterly distributions, if any, will be determined by our board of directors. Any such distributions will be taxable to our stockholders, including to those stockholders who receive additional shares of our common stock pursuant to a dividend reinvestment plan. We are prohibited from making distributions that cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or that violate our debt covenants.
In order to maintain our qualification as a RIC, we must for each fiscal year distribute an amount equal to at least 90% of our ordinary net taxable income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, reduced by deductible expenses. To avoid certainIn addition, we will be subject to federal excise taxes imposed on RICs,to the extent we currently intend todo not distribute during eachthe calendar year an amount at least equal to the sum of (1) 98% of our ordinary income for the calendar year, (2) 98% of our capital gains in excess of capital losses for the one-yearone year period ending on October 31 of the calendar year and (3) any ordinary income and net capital gains for preceding years that were not distributed during such years. In addition, althoughTo provide stability in our dividend distributions (which might otherwise be adversely affected by timing mismatches between the receipt of payments on our investments and the payment of dividends) we currently intend todid not distribute realized net capital gains (i.e., net long-termall of our capital gains in excess of short-term capital losses), if any, at least annually, out oflosses realized during the assets legally available for such distributions, we may in the future decideone year period ending on October 31, 2007, and incurred federal excise taxes as a result. We expect to retaindeclare dividends payable from such capital gains prior to November 15, 2008 and to distribute such dividends prior to February 28, 2009. We may similarly withhold from distribution a portion of the capital gains in excess of capital losses realized during the one year period ending October 31, 2008and/or a portion of our ordinary income for investment. We cannot assure you thatthe 2008 calendar year and, if we will achieve results that will permit the payment of any cash distributions. In addition,do so, we are prohibited from making distributions that cause uswould expect to fail to maintain the asset coverage ratios stipulated by the 1940 Act or that violate our debt covenants.incur federal excise taxes again as a result.
We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a dividend, then stockholders’ cash dividends will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash dividends. GSC Group, and the funds managed by it, do not currently participate in the dividend reinvestment plan with respect to their holdings of the company’s common stock.
33
Performance Graph
The following graph compares the return on our common stock with that of the Standard & Poor’s 500 Stock Index and the NASDAQ Financial 100 index, for the period from March 23, 2007, the date our common stock began trading, through February 29, 2008. The graph assumes that, on March 23, 2007, a person invested $100 in each of our common stock, the Standard & Poor’s 500 Stock Index and the NASDAQ Financial 100 index. The graph measures total shareholder return, which takes into account both changes in stock price and dividends. It assumes that dividends paid are reinvested in like securities.
Sales of unregistered securities
We did not sell any securities during the period covered by this report that were not registered under the Securities Act.
Issuer purchases of equity securities
In December 2007 and January 2008, as part of our dividend reinvestment plan for our common stockholders, we purchased 118,199 shares of our common stock for $1.31 million in the open market in order to satisfy the reinvestment portion of our dividends. The following chart outlines repurchases of our common stock during the quarter ended February 29, 2008.
| Total Number | Maximum Number | |||||||||||||||
| of Shares | (or Approximate | |||||||||||||||
| Purchased as | Dollar Value) of | |||||||||||||||
| Part of Publicly | Shares that May | |||||||||||||||
| Total Number | Average | Announced | Yet be Purchased | |||||||||||||
| of Shares | Price Paid | Plans or | Under the Plans or | |||||||||||||
Period | Purchased | per Share | Program | Programs | ||||||||||||
| (In thousands, except per share numbers) | ||||||||||||||||
| December 1, 2007 through December 31, 2007 | 92 | (1) | $ | 11.1391 | — | — | ||||||||||
| January 1, 2008 through January 31, 2008 | 27 | (1) | $ | 10.8966 | — | — | ||||||||||
Total | 118 | (2) | — | — | ||||||||||||
| (1) | Pursuant to our dividend reinvestment plan, we directed our plan administrator to purchase the indicated quantity of shares in the open market in order to satisfy our obligations to deliver share of common stock to our stockholders with respect to our dividend for the fourth quarter of fiscal year 2008. | |
| (2) | Does not total due to rounding. |
34
| Item 6. |
GSC INVESTMENT CORP.
SELECTED FINANCIAL DATA
For the Year Ended February 29, 2008
SELECTED FINANCIAL DATA
For the Year Ended February 29, 2008
| Year Ended | ||||
| February 29, 2008 | ||||
| ($ in thousands, | ||||
| except share and | ||||
| per share numbers) | ||||
Income Statement Data: | ||||
| Interest and related portfolio income: | ||||
| Interest | $ | 20,744 | ||
| Management fee and other income | 642 | |||
| Total interest and related portfolio income | 21,386 | |||
| Expenses: | ||||
| Interest and credit facility financing expenses | 5,031 | |||
Base management and incentive management fees(1) | 3,650 | |||
| Administrator expenses | 892 | |||
| Administrative and other | 2,766 | |||
| Expense reimbursement | (1,789 | ) | ||
| Total operating expenses | 10,550 | |||
| Net Investment Income before income taxes | 10,836 | |||
| Income tax expenses, including excise tax | (89 | ) | ||
| Net Investment Income | 10,747 | |||
| Realized and unrealized gain (loss) on investments and derivatives | ||||
| Net realized gain | 3,908 | |||
| Net change in unrealized loss | (20,106 | ) | ||
| Total net loss | (16,198 | ) | ||
| Net decrease in net assets resulting from operations | $ | (5,451 | ) | |
Per Share: | ||||
Earnings per common share — basic and diluted(2) | $ | (0.70 | ) | |
Net investment income per share — basic and diluted(2) | $ | 1.38 | ||
Net realized and unrealized gain (loss) per share — basic and diluted(2) | $ | (2.08 | ) | |
Dividends declared per common share(3) | $ | 1.55 | ||
35
| Year Ended | ||||
| February 29, 2008 | ||||
| ($ in thousands, | ||||
| except share and | ||||
| per share numbers) | ||||
Balance Sheet Data: | ||||
| Investment assets at fair value | $ | 172,837 | ||
| Total assets | 192,842 | |||
| Total debt outstanding | 78,450 | |||
| Stockholders’ equity | 97,869 | |||
| Net asset value per common share | $ | 11.80 | ||
| Common shares outstanding at end of year | 8,291,384 | |||
Other Data: | ||||
| Investments funded | 314,003 | |||
| Principal collections related to investment repayments or sales | 141,772 | |||
| Number of portfolio investments at year end | 46 | |||
| Weighted average yield of income producing debt investments — Non-control/non-affiliate | 10.7 | % | ||
| Weighted average yield on income producing debt investments — Control | 8.2 | % | ||
Quarterly Data
| 2008 | ||||||||||||||||
| Qtr 4 | Qtr 3 | Qtr 2 | Qtr 1 | |||||||||||||
| ($ in thousands, except per share numbers) | ||||||||||||||||
| (Unaudited) | ||||||||||||||||
| Interest and related portfolio income | $ | 5,520 | $ | 5,882 | $ | 5,882 | $ | 4,102 | ||||||||
| Net investment income | 2,562 | 3,070 | 3,157 | 1,958 | ||||||||||||
| Net realized and unrealized gain (loss) | (11,972 | ) | (2,009 | ) | (3,939 | ) | 1,722 | |||||||||
| Net increase (decrease) in net assets resulting from operations | (9,410 | ) | 1,061 | (782 | ) | 3,680 | ||||||||||
| Net investment income per common share at end of each quarter | $ | 0.32 | $ | 0.37 | $ | 0.38 | $ | 0.23 | ||||||||
| Net realized and unrealized gain (loss) per common share at end of each quarter | $ | (1.46 | ) | $ | (0.24 | ) | $ | (0.47 | ) | $ | 0.21 | |||||
| Dividends declared per common share | $ | 0.57 | $ | 0.38 | $ | 0.36 | $ | 0.24 | ||||||||
| Net asset value per common share | $ | 11.80 | $ | 13.51 | $ | 13.76 | $ | 14.21 | ||||||||
| (1) | See note 6 in consolidated financial statements. | |
| (2) | Calculated using weighted average common shares outstanding for the year of 7,761,965. | |
| (3) | Based on 8,291,384 common shares outstanding |
36
The following discussion should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this Annual Report. In addition to historical information, the following discussion and other parts of this Annual Report contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to the factors discussed under Part I, Item 1A “Risk Factors” and “Note about Forward-Looking Statements” appearing elsewhere herein.
Overview
GSC Investment Corp. was incorporated under the Maryland General Corporation Law on March 21, 2007. We have2007 and concurrently merged with GSC Investment, LLC, a Maryland limited liability company that had elected to be regulated as a BDC. GSC Investment Corp. has elected to be treated as a BDC under the 1940 Act.BDC. As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private U.S. operating companies or public U.S. companies whose securities are not listed on a national securities exchange registered under the Exchange Act (i.e., New York Stock Exchange, American Stock Exchange and The NASDAQ Global Market), cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, we are subject to a leverage restriction. We are only allowed to borrow amounts, with certain limited exceptions,money such that our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowing.borrowing, with certain limited exceptions. The amount of leverage that we employour borrowing will depend on our investment adviser’s and our board of directors’ assessment of market conditions and other factors atfactors.
The Company (including its predecessors) had not commenced operation during the timeperiod ended February 28, 2007. It had, however, incurred a net loss for the period of any proposed borrowing.$130,163 composed of organizational expenses of $95,193 and professional fees in the amount of $35,000. We used the net proceeds of our initial public offeringIPO in March 2007 to acquire portfolios in March and April 2007 ofpurchase approximately $89.5$100.7 million and $11.2 million, respectively, in aggregate principal amount of debt investments. We entered into the Revolving Facility on April 11, 2007 and the Term Facility on May 1, 2007 and used the proceeds thereofborrowings under our Facilities to acquire additionalpurchase approximately $115.1 million in aggregate principal amount of debt investments of $55.8 and $59.3 million in April and May 2007, respectively.2007.
Revenues
We generate revenue in the form of interest income and capital gains on the debt investments that we hold and capital gains, if any, on warrants or other equity interests that we may acquire in portfolio companies. We expect our debt investments, whether in the form of first and second lien leveraged loans, mezzanine debt or high yield bonds, to have terms of up to ten years, and typically to bear interest at either a fixed or floating rate. Interest on debt will be payable generally either quarterly or semi-annually. In some cases our debt investments may provide for a portion of the interest payable to be paid-in-kind interest.paid-in-kind. To the extent interest ispaid-in-kind, it will be payable through the increase of the principal amount of the obligation by the amount of interest due on the then-outstanding aggregate principal amount of such obligation. The principal amount of the debt and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of commitment, origination, structuring or diligence fees, fees for providing managerial assistance and possibly consulting fees. Any such fees will be generated in connection with our investments and recognized as earned. We may also invest in equity securities, which may, in some cases, include preferred securities that pay dividends on a current basis.
We recognize interest income on our investment in the subordinated notes of GSCIC CLO using the effective interest method, based on the anticipated yield and the estimated cash flows over the projected life of the investment. Yields are revised when there are changes in actual or estimated cash flows due to changes in prepaymentsand/or re-investments, credit losses or asset pricing. Changes in estimated yield are recognized as an adjustment to the estimated yield over the remaining life of the investment from the date the estimated yield was changed.
Pursuant to an agreement with our investment adviser entered into on October 17, 2006, prior to becoming a BDC, we acquired the right to act as investment adviser to CDO Fund III and collect the management fees related thereto from March 20, 2007 until the liquidation of the CDO Fund III assets. We paid our investment adviser a fair market price of $0.1 million for the right to act as investment adviser to CDO Fund III and expected to receive fees totaling $0.2 million.
37
On January 22, 2008 we entered into a collateral management agreement with GSCIC CLO pursuant to which we will act as collateral manager to it. In return for our collateral management services, we are entitled to a senior collateral management fee of 0.10% and a subordinate collateral management fee of 0.40% of the outstanding principal amount of GSCIC CLO’s assets, to be paid quarterly to the extent of available proceeds. We are also entitled to an incentive management fee equal to 20% of excess cash flow to the extent the GSCIC CLO subordinated notes receive an internal rate of return equal to or greater than 12%. We do not expect to enter into additional collateral management agreements in the near future.
Expenses
Our primary operating expenses include the payment of investment advisory and management fees, professional fees, directors and overheadofficers insurance, fees paid to independent directors and administrator expenses, including our allocable portion of our administrator’s overhead under the administration agreement.overhead. Our allocable portion is based on the proportion that our total assets bears to the total assets administered by our administrator. Our investment advisory and management fees compensate our investment adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other costs and expenses of our operations and transactions, including those relating to: organization;
| • | organization; | |
| • | calculating our net asset value (including the cost and expenses of any independent valuation firm); | |
| • | expenses incurred by our investment adviser payable to third parties, including agents, consultants or other advisers, in monitoring our financial and legal affairs and in monitoring our investments and performing due diligence on our prospective portfolio companies; | |
| • | interest payable on debt, if any, incurred to finance our investments; | |
| • | offerings of our common stock and other securities; | |
| • | investment advisory and management fees; | |
| • | administration fees; fees payable to third parties, including agents, consultants or other advisers, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; | |
| • | registration fees; listing fees; | |
| • | taxes; | |
| • | independent directors’ fees and expenses; | |
| • | costs of preparing and filing reports or other documents of the SEC; | |
| • | the costs of any reports; | |
| • | proxy statements or other notices to stockholders, including printing costs; | |
| • | to the extent we are covered by any joint insurance policies, our allocable portion of the insurance premiums for such joint policies; | |
| • | direct costs and expenses of administration, including auditor and legal costs; and | |
| • | all other expenses incurred by us or our administrator in connection with administering our business. |
The amount payable to GSC Group as administrator under the administration agreement is capped to the effect that such amount, together with our other operating expenses, does not exceed an amount equal to 1.5% per annum of our net asset value (includingassets attributable to common stock. In addition, during the cost and expenses of any independent valuation firm); expenses incurred by our investment adviser payable to third parties, including agents, consultants or other advisers, in monitoring our financial and legal affairs and in monitoring our investments and performing due diligence on our prospective portfolio companies; interest payable on debt, if any, incurred to finance our investments; offerings of our common stock and other securities; investment advisory and management fees; administration fees; fees payable to third parties, including agents, consultants or other advisers, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; registration fees; listing fees; taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documentsinitial two year term of the SEC;administration agreement, GSC Group has agreed to waive our reimbursement obligation under the costsadministration agreement until our total assets exceed $500 million. From the commencement of any reports, proxy statements or other notices to stockholders, including printing costs; to the extent we are covered by any joint insurance policies, our allocable portion of the insurance premiums for such policies; direct costs and expenses of administration, including auditor and legal costs; and all other expenses incurred by us or our administrator in connection with administering our business. We estimate our annual expenses will be approximately $2.5 million. For a period of at least 12 months endingoperations until March 23, 2008, we will beGSC Group reimbursed by the managerus for operating expenses to the extent that our total annual operating expenses (other than investment advisory and management fees and interest expense) exceedand credit facility expenses) exceeded an amount equal to 1.55% of our net assets attributable to common stock.
38
Pursuant to the investment advisory and management agreement, we pay GSC Group as investment adviser a quarterly base management fee of 1.75% of the average value of our total assets (other than cash or cash equivalents but including assets purchased with borrowed funds) at the end of the two most recently completed fiscal quarters, and appropriately adjusted for any share issuances or repurchases during the applicable fiscal quarter, and an incentive fee.
The incentive fee has two parts:
| • | A fee, payable quarterly in arrears, equal to 20% of our pre-incentive fee net investment income, expressed as a rate of return on the value of the net assets at the end of the immediately preceding quarter, that exceeds a 1.875% quarterly (7.5% annualized) hurdle rate measured as of the end of each fiscal quarter. Under this provision, in any fiscal quarter, our investment adviser receives no incentive fee unless our pre-incentive fee net investment income exceeds the hurdle rate of 1.875%. Amounts received as a return of capital are not included in calculating this portion of the incentive fee. Since the hurdle rate is based on net assets, a return of less than the hurdle rate on total assets may still result in an incentive fee. | |
| • | A fee, payable at the end of each fiscal year, equal to 20% of our net realized capital gains, if any, computed net of all realized capital losses and unrealized capital depreciation, in each case on a cumulative basis, less the aggregate amount of capital gains incentive fees paid to the investment adviser through such date. |
To the extent that any of our loans are denominated in a currency other than U.S. dollars, we may enter into currency hedging contracts to reduce our exposure to fluctuations in currency exchange rates. We may also enter into interest rate hedging agreements. Such hedging activities, which will be subject to compliance with applicable legal requirements, may include the use of interest rate caps, futures, options and forward contracts. Costs incurred in entering into or settling such contracts or in settling them will be borne by us.
Portfolio and investment activity
During the fiscal year ending February 29, 2008, we made 144 investments in an aggregate principal amount of $327.1 million. Also during the fiscal year ending February 29, 2008, we had $129.0 million in aggregate principal amount of exits and repayments resulting in net investments of $198.1 million in aggregate principal amount for the year.
At February 29, 2008, we had 46 investments in 38 portfolio companies with an average investment size of $3.8 million and a weighted average maturity of 3.8 years. The average investment in each portfolio company is $4.5 million. The overall portfolio composition consisted of 15.3% first lien term loans, 36.1% second lien term loans, 18.3% senior secured notes, 13.5% unsecured notes, 16.7% subordinated notes of GSCIC CLO and 0.1% equity/limited partnership interests. The weighted average current yield on our first lien term loans, second lien term loans, senior secured notes, unsecured notes and the GSCIC CLO subordinated notes were 8.1%, 10.8%, 11.5%, 12.2% and 8.2% respectively.
There were two delinquent investments during the fiscal year ending February 29, 2008, each of which was cured prior to becoming an event of default. At February 29, 2008, no investment in our portfolio was non-performing or delinquent on any payment obligations or was being accounted for on a non-accrual basis.
GSC Group normally grades all of our investments using an internally developed credit and monitoring rating system (“CMR”). The CMR rating consists of two components: (i) a numerical debt score and (ii) a corporate letter rating. The numerical debt score is based on the objective evaluation of six risk categories: (i) leverage, (ii) seniority in the capital structure, (iii) fixed charge coverage ratio, (iv) debt service coverage/liquidity, (v) operating performance, and (vi) business/industry risk. The numerical debt score ranges from 1.00 to 5.00, which can generally be characterized as follows:
| • | 1.00-2.00 represents investments that hold senior positions in the capital structure and, typically, have low financial leverageand/or strong historical operating performance; | |
| • | 2.00-3.00 represents investments that hold relatively senior positions in the capital structure, either senior secured, senior unsecured, or senior subordinate, and have moderate financial leverageand/or are performing at or above expectations; |
39
| • | 3.00-4.00 represents investments that are junior in the capital structure, have moderate financial leverageand/or are performing at or below expectations; and | |
| • | 4.00-5.00 represents investments that are highly leveragedand/or have poor operating performance. |
The numerical debt score is designed to produce higher scores for debt positions that are more subordinate in the capital structure. Therefore, generally second lien loans, high-yield bonds and mezzanine debt will be assigned scores of 2.25 or higher.
The CMR also consists of a corporate letter rating whereby each credit is assigned a letter rating based on several subjective criteria, including perceived financial and operating strength and covenant compliance. The corporate letter ratings range from (A) through (F) and are characterized as follows: (A) equals strong credit, (B) equals satisfactory credit, (C) equals special attention credit, (D) equals payment default risk, (E) equals payment default, (F) equals restructured equity security.
The CMR distribution of our investments as of February 29, 2008 was as follows:
Portfolio CMR Distribution as of February 29, 2008
| Investments at | Percentage of | |||||||
Numerical Debt Score | Fair Value | Total Portfolio | ||||||
| ($ in thousands) | ||||||||
| 1.00 - 1.99 | $ | 11,863 | 6.9 | % | ||||
| 2.00 - 2.99 | 87,423 | 50.6 | ||||||
| 3.00 - 3.99 | 44,459 | 25.7 | ||||||
| 4.00 - 4.99 | 0 | 0.0 | ||||||
| 5.00 | 0 | 0.0 | ||||||
N/A(1) | 29,092 | 16.8 | ||||||
| Total | $ | 172,837 | 100.0 | % | ||||
| Investments at | Percentage of | |||||||
Corporate Letter Rating | Fair Value | Total Portfolio | ||||||
| ($ in thousands) | ||||||||
| A | $ | 0 | 0.0 | % | ||||
| B | 112,019 | 64.8 | ||||||
| C | 31,726 | 18.4 | ||||||
| D | 0 | 0.0 | ||||||
| E | 0 | 0.0 | ||||||
| F | 0 | 0.0 | ||||||
N/A(1) | 29,092 | 16.8 | ||||||
| Total | $ | 172,837 | 100.0 | % | ||||
| (1) | $0.2 million constitutes our investment in the partnership interests of CDO Fund III and $28.9 million constitutes our investment in the subordinated notes of GSCIC CLO. CMR ratings are intended for corporate issuers and are inapplicable to subordinated CLO investments, which are subject to unique payment risks. (See Part I, Item 1A “Risk Factors — Risks related to our investments — Our investment in GSCIC CLO constitutes a leveraged investment in a portfolio of predominantly senior secured first lien term loans and is subject to additional risks and volatility”). GSCIC CLO’s portfolio investments are individually graded, however, and over 90% have a numerical debt score of less than 2.99 and a corporate letter rating of A or B. |
At February 29, 2008, 33.0% or $57.0 million of our interest-bearing portfolio was in fixed rate debt with a weighted average current coupon of 11.6% and 50.2% or $86.8 million of our interest-bearing portfolio was in floating rate debt with a weighted average current spread of LIBOR plus 5.6%.
40
The following table shows the portfolio composition by industry grouping at fair value as of February 29, 2008.
Portfolio composition by industry grouping at fair value as of February 29, 2008
| Investments at | Percentage of | |||||||
| Fair Value | Total Portfolio | |||||||
| ($ in thousands) | ||||||||
Structured Finance Securities(1) | $ | 28,915 | 16.7 | % | ||||
| Automotive | 22,158 | 12.8 | ||||||
| Packaging | 16,370 | 9.5 | ||||||
| Manufacturing | 15,030 | 8.7 | ||||||
| Consumer Products | 10,021 | 5.8 | ||||||
| Publishing | 9,289 | 5.4 | ||||||
| Apparel | 8,004 | 4.6 | ||||||
| Oil and Gas | 7,738 | 4.5 | ||||||
| Electronics | 6,377 | 3.7 | ||||||
| Healthcare Services | 6,040 | 3.5 | ||||||
| Homebuilding | 5,912 | 3.4 | ||||||
| Metals | 5,129 | 3.0 | ||||||
| Environmental | 5,066 | 2.9 | ||||||
| Natural Resources | 4,167 | 2.4 | ||||||
| Agriculture | 3,850 | 2.2 | ||||||
| Financial Services | 3,815 | 2.2 | ||||||
| Building Products | 2,964 | 1.7 | ||||||
| Logistics | 2,688 | 1.6 | ||||||
| Retail | 2,179 | 1.3 | ||||||
| Gaming | 1,730 | 1.0 | ||||||
| Insurance | 1,700 | 1.0 | ||||||
| Education | 1,546 | 0.9 | ||||||
| Consumer Services | 1,290 | 0.7 | ||||||
| Restaurants | 859 | 0.5 | ||||||
| Total | $ | 172,837 | 100.0 | % | ||||
| (1) | $0.2 million constitutes our investment in the partnership interests of CDO Fund III and $28.9 million constitutes our investment in the subordinated notes of GSCIC CLO. |
41
The following table shows the portfolio composition by geographic location at fair value as of February 29, 2008. The geographic composition is determined by the location of the corporate headquarters of the portfolio company.
Portfolio composition by geographic location at fair value as of February 29, 2008
| Investments at | Percentage of | |||||||
| Fair Value | Total Portfolio | |||||||
| ($ in thousands) | ||||||||
| Midwest | $ | 40,109 | 23.2 | % | ||||
| Southeast | 33,685 | 19.5 | ||||||
Other(1) | 29,092 | 16.8 | ||||||
| West | 24,450 | 14.2 | ||||||
| Mid-Atlantic | 20,367 | 11.8 | ||||||
| International | 13,739 | 7.9 | ||||||
| Northeast | 11,395 | 6.6 | ||||||
| Total | $ | 172,837 | 100.00 | % | ||||
| (1) | $0.2 million constitutes our investment in the partnership interests of CDO Fund III and $28.9 million constitutes our investment in the subordinated notes of GSCIC CLO. |
At February 29, 2008, our investment in the subordinated notes of GSCIC CLO was $28.9 million and constituted 16.7% of our portfolio. This investment represents a first loss position in a portfolio composed of $372.9 million in aggregate principal amount of predominantly senior secured first lien term loans and $40.3 million in uninvested cash. At February 29, 2008, no investment in the GSCIC CLO portfolio was in payment default or delinquent on any payment obligations.
Results of operations
Investment income
For the fiscal year ended February 29, 2008, total investment income consisted of approximately $20.4 million in interest income from investments, $0.4 million in interest income from cash and cash equivalents and other income, $0.4 million in fees from managing CDO Fund III and $0.2 million in fees from managing GSCIC CLO. Total PIK income for the period was $0.4 million.
Operating expenses
For the fiscal year ended February 29, 2008, total operating expenses before manager reimbursement consisted of $5.0 million in interest and credit facility financing expense, $2.9 million in base management fees, $1.4 million in professional fees, $0.9 million in administrator expenses, $0.7 million in incentive management fees, $0.6 million in insurance expenses, $0.3 million in directors fees, $0.3 million in general and administrative expenses, and $0.2 million in other expenses.
For the fiscal year ended February 29, 2008, we recorded $1.8 million in expense reimbursement from the administrator and Manager based upon our total estimated annual operating expenses.
Net realized gains/losses on sales of investments
For the fiscal year ended February 29, 2008, the Company had approximately $3.9 million of net realized gains. The most significant realized gains for the year were $1.0 million and $1.7 million attributable to the repayment of the Strategic Finance Company Senior Notes and the repayment of the Sportcraft, LTD Second Lien Term Loans, respectively.
On December 28, 2007, the Company received cash proceeds of $3.5 million in respect of a 30% partial repayment, at par plus all accrued interest, of our investment in the McMillin Companies LLC senior secured notes;
42
this repayment resulted in a reversal of unrealized loss of $0.6 million and a realized gain of $0.2 million with respect to the repaid portion of the investment.
Net unrealized appreciation/depreciation on investments
For the fiscal year ended February 29, 2008, the Company’s investments had an increase in net unrealized depreciation of approximately $20.1 million. The most significant changes in unrealized depreciation for the year were $3.0 million in EuroFresh, Inc. Senior Notes, $2.6 million in the SILLC Holdings, LLC (“SILLC”) Second Lien Term Loan and $2.2 million in Atlantis Plastics Films, Inc. First Lien Term Loan.
On April 8, 2008, Advantage Partners, LLP, an Asia-based private equity firm (“Advantage”), and GST AutoLeather, Inc., (“GST”), a subsidiary of SILLC, announced that Advantage was purchasing GST from SILLC. In May 2008, we received a notification of repayment, at par, of the SILLC Second Lien Term Loan. Such repayment will result in the reversal of the $2.6 million unrealized depreciation we recorded for the fiscal year ended February 29, 2008 and will result in a realized gain of $0.2 million in the first quarter of fiscal year 2009.
Net realized gains/losses on derivatives
For the fiscal year ended February 29, 2008, the Company recorded net realized gain on derivatives of $0.7 million relating to our investment in the GSCIC CLO warehouse facilities (see “— Off-balance sheet arrangements” below).
Net unrealized appreciation/depreciation on derivatives
For the fiscal year ended February 29, 2008, the Company recorded unrealized depreciation on derivatives of $0.1 million, relating to a decrease in value of the interest rate caps purchased pursuant to the Facilities.
Changes in net asset value from operations
For the fiscal year ended February 29, 2008, we recorded a $5.5 million net decrease in net assets resulting from operations. Based on 7,761,965 weighted average common shares outstanding for the fiscal year ended February 29, 2008, our net per share decrease in net assets from operations was $0.70.
Financial condition, liquidity and capital resources
On April 11, 2007, we entered into the Revolving Facility pursuant to which we may borrow up to $100 million. Advances under the Revolving Facility were used to purchase $55.8 million in aggregate principal amount of debt investments from CDO Fund III. Future advances under the Revolving Facility may be used to purchase additional investments as they become available. A significant percentage of our total assets were pledged to secure our obligations under the Revolving Facility. Interest is payable on funds drawn under the Revolving Facility at the prevailing commercial paper rates or, if the commercial paper market is at any time unavailable, the prevailing LIBOR rates, plus 0.70%, payable monthly. We pay a fee on any unused commitment equal to 0.225% of the amount thereof, payable monthly
On May 1, 2007, we entered into the $25.7 million Term Facility, which was fully drawn at closing. The proceeds of the Term Facility, together with additional advances under our Revolving Facility, were used to purchase $59.3 million in aggregate principal amount of debt investments from CDO Fund I. A significant percentage of our total assets were pledged to secure our obligations under the Term Facility. The Interest rate on funds drawn under the Term Facility was the then prevailing commercial paper rates or, if the commercial paper market was then unavailable, the prevailing LIBOR rates, plus 0.70%, payable monthly.
In December 2007, we consolidated the Facilities by using the proceeds of a draw under the Revolving Facility to repay and terminate the Term Facility. All assets formerly pledged under the Term Facility were pledged under
43
the Revolving Facility. By consolidating the Facilities we increased our overall borrowing capacity without increasing either our aggregate indebtedness or cost of funding. As a result of this consolidation, we incurred a non-cash charge of $0.3 million, representing the write down of thenon-amortized structuring expense of the Term Facility.
At February 29, 2008, our borrowings under the Facilities. InRevolving Facility was $78.5 million. We had $21.5 million of undrawn commitments remaining. At February 29, 2008, our asset coverage ratio, as defined in the future, we may generate1940 Act, was 225%.
At February 29, 2008 the fair value of investments, cash from future offerings of securities, future borrowings and cash flows from operations, including interest earned from the temporary investmentequivalents and cash and cash equivalents, securitization accounts were as follows:
| Fair Value | Percent of Total | |||||||
| ($ in thousands) | ||||||||
| Cash and cash equivalents | $ | 1,073 | 0.6 | % | ||||
| Cash and cash equivalents, securitization accounts | 14,581 | 7.7 | ||||||
| First lien term loans | 26,362 | 14.0 | ||||||
| Second lien term loans | 62,446 | 33.1 | ||||||
| Senior secured notes | 31,657 | 16.8 | ||||||
| Unsecured notes | 23,280 | 12.4 | ||||||
| Other/structured finance securities | 28,915 | 15.3 | ||||||
| Equity/limited partnership interests | 176 | 0.1 | ||||||
| Total | $ | 188,490 | 100.0 | % | ||||
Contractual obligations
The following table shows our payment obligations for repayment of cash in U.S. government securitiesdebt and other high-quality debt investments that mature in one year or less. In the future, we may also securitize a portioncontractual obligations as of our investments in first and second lien leveraged loans or mezzanine debt or other assets. Our primary use of funds will be investments in our targeted asset classes and cash distributions to holders of our common stock.February 29, 2008:
| Payment Due by Period | ||||||||||||||||||||
| Less Than 1 | 1 - 3 | 3 - 5 | More Than 5 | |||||||||||||||||
Contractual Obligations | Total | Year | Years | Years | Years | |||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Long-Term Debt Obligations | $ | 78,450 | $ | 78,450 | ||||||||||||||||
Our business activities contain elements of market risks.risk. We consider our principal market risks to be fluctuations in interest rates and the valuationsinherent difficulty of determining the fair value of our investment portfolio. Essentialinvestments that do not have a readily available market value. Managing these risks is essential to our business is managing these risks.business. Accordingly, we have systems and procedures designed to identify and analyze our risks, to establish appropriate policies and thresholds and to continually monitor these risks and thresholds by means of administrative and information technology systems and other policies and processes.
44
Interest Rate Risk
Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility including relative changes in different interest rates, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in the general level of interest rates can affect our net interest income, which is the difference between the interest income earned on interest earning assets and our interest expense incurred in connection with our interest bearing debt and liabilities. Changes in interest rates can also affect, among other things, our ability to acquire and originate loans and securities and the value of our investment portfolio.
Our investment income is affected by fluctuations in various interest rates, including LIBOR and the prime rates.rate. We expect that a large portion of our future portfolio will be comprised of floating rate investments may include assets that carry a fixedutilize LIBOR. Our interest rate.expense is affected by fluctuations in the commercial paper rate or, if the commercial paper market is unavailable, LIBOR. As of February 28, 2007,29, 2008, we had no$78.5 million of borrowings outstanding. However, on April 11, 2007, we established the Revolving Facility, which allows us to borrow up to $100 million (which amount may be increased to $130 million subject to certain conditions) and on May 1, 2007, we borrowed $25.7 million under our Term Facility, interest on each of which isoutstanding at a floating rate tied to the prevailing commercial paper rate plus a margin of 0.70%.
We did not hold any derivative financial instruments for hedging purposeshave analyzed the potential impact of changes in interest rates on interest income from investments net of interest expense on our revolving credit facility. Assuming that our investments as of February 28, 2007. We entered into three29, 2008 were to remain constant for a full fiscal year and no actions were taken to alter the existing interest rate capsterms, a hypothetical change of 1% in connection with the entry intointerest rates would cause a corresponding change of approximately $0.2 million to our interest income net of interest expense.
Although management believes that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size and upsizingcomposition of the Revolving Facilityassets on the balance sheet and other business developments that could magnify or diminish our sensitivity to interest rate changes, nor does it account for divergences in LIBOR and the entry intocommercial paper rate, which have historically moved in tandem but, in times of unusual credit dislocations, have experienced periods of divergence. Accordingly no assurances can be given that actual results would not materially differ from the Term Facility.potential outcome simulated by this estimate.
Portfolio Valuation
We carry our investments at fair value, as determined in good faith by our Boardboard of Directors.directors. Investments for which market quotations are readily available are valued at such market quotations. Because there isWe value investments for which market quotations are not a readily available market value for some of the investments in
The types of factors that we may take into account in fair value pricing of our investments include, as relevant, the nature and realizable value of any collateral, third party valuations, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, yield trend analysis, comparison to publicly-traded securities, recent sales of or offers to buy comparable companies, and other relevant factors. The fair value of our investment in the equity of GSCIC CLO is based on a discounted cash flow model that utilizes prepayment, re-investment and loss assumptions based on historical experience and projected performance, economic factors, the characteristics of the underlying cash flow, and comparable yields for similar CLO equity, when available.
In September 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for
45
measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined. However, additional disclosures will be required about the inputs used to develop the measurements of fair value.
The table below describes the primary considerations made by the board of directors in determining the fair value of our investments for which market quotations are not readily available:
| Percent of Total | ||||||||
| Fair Value | Investments | |||||||
| ($ in thousands) | ||||||||
| Third party independent valuation firm | $ | 39,339 | 22.8 | % | ||||
| Market maker, broker quotes | 51,505 | 29.8 | ||||||
| Discounted cash flows model | 28,915 | 16.7 | ||||||
| Interest rate yield trend analysis | 15,355 | 8.9 | ||||||
| Other | 176 | 0.1 | ||||||
| Total fair valued investments | $ | 135,290 | 78.3 | % | ||||
| Item 8. |
Our financial statements are annexed to this Annual Report beginning onpage F-1.
| Item 9. |
None
| Item 9A(T). | Controls and Procedures |
Evaluation of disclosure controls and procedures
Management’s annual report on internal control over financial reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined inRule 13a-15(f) of the Exchange Act) and for the assessment of the effectiveness of internal control over financial reporting. Under the supervision and with the participation of management, including the CEO and CFO, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria established inInternal Control-Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the Company’s evaluation under the framework inInternal Control-Integrated Framework, the Company’s management concluded that the Company’s internal control over financial reporting was effective as of February 29, 2008.
This annual report does not include aan attestation report of management’s assessmentthe Company’s registered public accounting firm regarding internal control over financial reporting or anreporting. Management’s report was not subject to attestation report of the company’sby Company’s registered public accounting firm duepursuant to a transition period established bytemporary rules of the Securities and Exchange Commission for newly public companies.that permit the company to provide only management’s report in this annual report.
Changes in Internal Controls. internal controls over financial reporting.
There have been no changes in the Company’s internal control over financial reporting (as defined in RulesRule 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934)Act) that occurred during the period ended February 28, 2007our most recently completed fiscal quarter that have
46
materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
None.
PART III
| Item 10. |
The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2008 Annual Stockholder Meeting and is incorporated herein by reference.
| Item 11. | Executive Compensation |
Name | Age | Position | Director Since | Expiration of Term | Principal Occupation(s) During Last Five Years | Other Directorships/ Trusteeships Held by Board Member | ||||
Independent Directors | ||||||||||
| Peter K. Barker | 58 | Director | 2007 | 2009 | Currently a private investor. Prior to 2002, Mr. Barker served as an Advisory Director of Goldman, Sachs & Co. | Avery Dennison Corporation | ||||
| Steven M. Looney | 57 | Director | 2007 | 2010 | Currently Managing Director of Peale Davies & Co. Inc. Prior to 2005, Mr. Looney served as Senior Vice President and Chief Financial Officer of PCCI, Inc. | Sun Healthcare, WH Industries, APW, Ltd., and Vein Associates of America, Inc | ||||
| Charles S. Whitman III | 65 | Director | 2007 | 2010 | Currently is senior counsel (retired) at Davis Polk & Wardwell. Prior to 2006, Mr. Whitman was a Partner in Davis Polk’s Corporate Department. | none | ||||
| G. Cabell Williams | 52 | Director | 2007 | 2008 | Currently is Managing General Partner of Williams and Gallagher. Prior to 2004, Mr. Williams served as Managing Director of Allied Capital Corporation. | none | ||||
Interested Directors | ||||||||||
| Thomas V. Inglesby | 49 | Chief Executive Officer and Director | 2007 | 2008 | Joined GSC Group at its inception in 1999 and has been a Senior Managing Director since 2006. | none | ||||
| Name | Age | Position | Director Since | Expiration of Term | Principal Occupation(s) During Last Five Years | Other Directorships/ Trusteeships Held by Board Member | |||
| Richard M. Hayden | 61 | Chairman of the Board of Directors | 2007 | 2009 | Joined GSC Group in 2000 and has been a Vice Chairman of GSC Group since 2000 and is head of the corporate credit group. Prior to 2000, Mr. Hayden was a Partner of Goldman, Sachs & Co., where he was a Managing Director and the Deputy Chairman of Goldman, Sachs & Co. International Ltd., responsible for all European investment banking activities. | COFRA Holdings, AG and Deutsche Boerse AG | |||
| Robert F. Cummings, Jr. | 56 | Director | 2007 | 2010 | Joined GSC Group in 2002 and has been a Senior Managing Director since 2006 and Chairman of the Risk & Conflicts Committee and the Valuation Committee since 2003. Prior to joining GSC Group, was a Partner of Goldman, Sachs & Co., where he was a member of the Corporate Finance Department, advising corporate clients on financing, mergers and acquisitions, and strategic financial issues. | GSC Capital Corp., Precision Partners Inc., RR Donnelley and Sons Co., Corning Inc., Viasystems Group Inc., and a member of the Board of Trustees of Union College | |||
| David L. Goret | 43 | Vice President and Secretary | 2006 | Joined GSC Group as General Counsel in 2004, where he manages legal, human resources and certain and general counsel of Hawk Holdings, LLC. From 2002 to 2003, he served as senior vice president and general counsel of Mercator Software, Inc. | none | |||
| Richard T. Allorto, Jr. | 35 | Chief Financial Officer | 2006 | Joined GSC Group in 2001 and is responsible for overseeing the financial statement preparation and accounting operations relating to the funds managed by GSC Group. Mr. Allorto was with Schering Plough Corp. from 1998 to 2001, where he worked as an Audit Supervisor within the internal audit group with a focus on operational audits of the company’s international subsidiaries. | none | |||
| Michael J. Monticciolo | 35 | Chief Compliance Officer | 2006 | Joined GSC Group in 2006. From 2000 to 2006, he was with the U.S. Securities & Exchange Commission as a senior counsel in the Division of Enforcement where he investigated and prosecuted enforcement matters involving broker-dealers, investment advisers, hedge funds and public companies. | none | |||
Item 12. |
The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2008 Annual Stockholder Meeting and is incorporated herein by reference.
Percentage of Common Stock Outstanding | |||||||||
Name and Address | Type of Ownership | Shares Owned | Percentage | ||||||
| GSC Group(1) | Record and beneficial | 960,021 | 11.6% | ||||||
| All officers and directors as a group (10 persons)(2) | Record and beneficial | 68,380 | 0.8% | ||||||
The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2008 Annual Stockholder Meeting and is incorporated herein by reference.
| Item 14. |
The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2008 Annual Stockholder Meeting and is incorporated herein by reference.
PART IV
| Item 15. | Exhibits and Consolidated Financial Statement Schedules |
Consolidated Financial Statements
The following table presents fees for professional audit services rendered by Ernst & Young LLP for the auditfinancial statements of the Company’s annual financial statementsCompany are filed herewith:
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of February 29, 2008 and February 28, 2007
Consolidated Statements of Operations for the year ended February 29, 2008, and for the period from May 12, 2006 (inception)(date of inception) to February 28, 2007
Consolidated Schedule of Investments as of February 29, 2008
Consolidated Statements of Changes in Net Assets for the year ended February 29, 2008, and fees billed for other services rendered by Ernst & Young LLP throughthe period from May 12, 2006 (date of inception) to February 28, 2007.
| Audit Fees (1) | $ | 25,000 |
| Aggregate Non-Audit Fees | ||
| Audit-Related Fees (2) | 35,000 | |
| Tax Fees (3) | ||
| All Other Fees | ||
| Total Aggregate Non-Audit Fees (4) | 35,000 | |
| Total Fees | $ | 60,000 |
Notes to Consolidated Financial Statements
47
Exhibits
| Exhibit | ||||
Number | Description | |||
| 3 | .1 | Articles of Incorporation of GSC Investment Corp.(8) | ||
| 3 | .2 | Amended and Restated Bylaws of GSC Investment Corp.(9) | ||
| 4 | .1 | Specimen certificate of GSC Investment Corp.’s common stock, par value $0.0001 per share.(4) | ||
| 4 | .2 | Registration Rights Agreement dated March 27, 2007 between GSC Investment Corp., GSC CDO III L.L.C., GSCP (NJ) L.P. and the other investors party thereto.(8) | ||
| 4 | .3 | Form of Dividend Reinvestment Plan.(1) | ||
| 10 | .1 | Amended and Restated Limited Partnership Agreement of GSC Partners CDO Investors III, L.P. dated August 27, 2001.(2) | ||
| 10 | .2 | Amended and Restated Limited Partnership Agreement of GSC Partners CDO GP III, L.P. dated October 16, 2001.(2) | ||
| 10 | .3 | Collateral Management Agreement dated November 5, 2001 among GSC Partners CDO Fund III, Limited and GSCP (NJ), L.P.(2) | ||
| 10 | .4 | Contribution and Exchange Agreement dated October 17, 2006 among GSC Investment LLC, GSC CDO III, L.L.C., GSCP (NJ), L.P., and the other investors party thereto.(1) | ||
| 10 | .5 | Amendment to the Contribution and Exchange Agreement dated as of March 20, 2007 among GSC Investment LLC, GSC CDO III, L.L.C., GSCP (NJ), L.P., and the other investors party thereto. | ||
| 10 | .6 | Form of Regulations of American Stock Transfer and Trust Company.(3) | ||
| 10 | .7 | Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Peter K. Barker, as director of GSC Investment LLC.(8) | ||
| 10 | .8 | Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Robert F. Cummings, Jr., as director of GSC Investment LLC.(8) | ||
| 10 | .9 | Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Richard M. Hayden, as director of GSC Investment LLC.(8) | ||
| 10 | .10 | Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Thomas V. Inglesby, as director of GSC Investment LLC.(8) | ||
| 10 | .11 | Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Steven M. Looney, as director of GSC Investment LLC.(8) | ||
| 10 | .12 | Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Charles S. Whitman III, as director of GSC Investment LLC.(8) | ||
| 10 | .13 | Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and G. Cabell Williams, as director of GSC Investment LLC.(8) | ||
| 10 | .14 | Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Richard T. Allorto, Jr., as Chief Financial Officer of GSC Investment LLC.(8) | ||
| 10 | .15 | Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and David L. Goret, as Vice President and Secretary of GSC Investment LLC.(8) | ||
| 10 | .16 | Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Michael J. Monticciolo, as Chief Compliance Officer of GSC Investment LLC.(8) | ||
| 10 | .17 | Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Daniel I. Castro, Jr., as member of the investment committee of GSCP (NJ), LP.(8) | ||
| 10 | .18 | Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Robert F. Cummings, Jr., as member of the investment committee of GSCP (NJ), LP.(8) | ||
| 10 | .19 | Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Richard M. Hayden, as member of the investment committee of GSCP (NJ), LP.(8) | ||
| 10 | .20 | Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Thomas V. Inglesby, as member of the investment committee of GSCP (NJ), LP.(8) | ||
48
| Exhibit | ||||
Number | Description | |||
| 10 | .21 | Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Thomas J. Libassi, as member of the investment committee of GSCP (NJ), LP.(8) | ||
| 10 | .22 | Assignment and Assumption Agreement dated March 20, 2007 among GSCP (NJ), L.P. and GSC Investment LLC.(8) | ||
| 10 | .23 | Investment Advisory and Management Agreement dated March 21, 2007 between GSC Investment LLC and GSCP (NJ) L.P.(8) | ||
| 10 | .24 | Custodian Agreement dated March 21, 2007 between GSC Investment LLC and U.S. Bank National Association.(8) | ||
| 10 | .25 | Administration Agreement dated March 21, 2007 between GSC Investment Corp. and GSCP (NJ) L.P.(8) | ||
| 10 | .26 | Trademark License Agreement dated March 21, 2007 between GSC Investment Corp. and GSCP (NJ) L.P.(8) | ||
| 10 | .27 | Notification of Fee Reimbursement dated March 21, 2007.(8) | ||
| 10 | .28 | Portfolio Acquisition Agreement dated March 23, 2007 between GSC Investment Corp. and GSC Partners CDO Fund III, Limited.(8) | ||
| 10 | .29 | Credit Agreement dated as of April 11, 2007 among GSC Investment Funding LLC, GSC Investment Corp., GSC (NJ), L.P., the financial institutions from time to time party thereto, the commercial paper lenders from time to time party thereto and Deutsche Bank AG, New York Branch.(5) | ||
| 10 | .30 | Purchase and Sale Agreement between GSC Investment Corp. and GSC Investment Funding LLC dated as of April 11, 2007.(5) | ||
| 10 | .31 | Amendment No. 1 to Credit Agreement, dated as of May 1, 2007 among GSC Investment Funding LLC, Deutsche Bank AG, New York Branch, GSC Investment Corp., and GSCP (NJ), L.P.(6) | ||
| 10 | .32 | Credit Agreement dated as of May 1, 2007 among GSC Investment Funding II LLC, GSC Investment Corp., GSC (NJ), L.P., the financial institutions from time to time party thereto, the commercial paper lenders from time to time party thereto and Deutsche Bank AG, New York Branch.(6) | ||
| 10 | .33 | Purchase Sale Agreement dated as of May 1, 2007 between GSC Investment Funding II LLC and GSC Investment Corp.(6) | ||
| 10 | .34 | Purchase and Sale Agreement dated as of May 1, 2007 between GSC Investment Corp. and GSC Partners CDO Fund Limited.(6) | ||
| 10 | .35 | Amendment to Investment Advisory and Management Agreement dated May 23, 2007 between GSC Investment Corp. and GSCP (NJ), L.P.(7) | ||
| 10 | .36 | Indemnification Agreement dated October 9, 2007 between GSC Investment Corp. and David Goret, as member of the disclosure committee of GSC Investment Corp. | ||
| 10 | .37 | Indemnification Agreement dated October 9, 2007 between GSC Investment Corp. and David Rice, as member of the disclosure committee of GSC Investment Corp | ||
| 14 | .1 | Code of Ethics of the Company adopted underRule 17j-1.(3) | ||
| 21 | .1 | List of Subsidiaries. | ||
| 31 | .1 | Chief Executive Officer Certification Pursuant toRule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
| 31 | .2 | Chief Financial Officer Certification Pursuant toRule 13a-14 of the Securities Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
| 32 | .1 | Chief Executive Officer and Chief Financial Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
| (1) | ||
| Incorporated by reference to Amendment No. |
| Incorporated by reference to Amendment No. 4 to GSC Investment LLC’s Registration Statement onForm N-2, File No.333-138051, filed on February 23, 2007. |
49
| Incorporated by reference to Amendment No. | ||
| Incorporated by reference to GSC Investment Corp’s Registration Statement onForm 8-A, FileNo. 001-333-76, filed on March 21, 2007. | ||
| (5) | Incorporated by reference to GSC Investment Corp.’sForm 8-K, FileNo. 001-33376 dated April 11, 2007. | |
| (6) | Incorporated by reference to GSC Investment Corp.’sForm 8-K, FileNo. 001-33376 dated May 1, 2007. | |
| (7) | Incorporated by reference to GSC Investment Corp.’sForm 10-K for the fiscal year ended February 28, 2007, fileNo. 001-33376 | |
| (8) | Incorporated by reference to GSC Investment Corp.’sForm 10-Q for the quarterly period ended May 31, 2007, FileNo. 001-33376 | |
| (9) | Incorporated by reference to GSC Investment Corp.’sForm 8-K, FileNo. 001-33376 dated February 19, 2008 |
50
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GSC Investment Corp.
| By | ||||
/s/ Thomas V. Inglesby | ||||
Thomas V. Inglesby
Director and Chief Executive Officer,
GSC Investment Corp.
Date: May 20, 2008
* * * * *
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders of GSC Investment Corp. We have audited the accompanying consolidated balance sheets of GSC Investment Corp. (the “Company”) as of February 29, 2008 and February 28, 2007, including the consolidated schedule of investments as of February 29, 2008, and the related consolidated statements of operations, changes in net assets, and cash flows for the year ended February 29, 2008 and for the period from May 12, 2006 (date of inception) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
 |  | |
We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our auditaudits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includesstatements, assessing the accounting principles used and significant estimates made by management, as well asand evaluating the overall financial statement presentation. We believe that our audit providesaudits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,, in all material respects, the consolidated financial position of GSC Investment LLC as ofCorp. at February 29, 2008 and February 28, 2007, and the consolidated results of itstheir operations, changes in Members’ capitaltheir net assets and itstheir cash flows for the year ended February 29, 2008 and for the period from May 12, 2006 (inception)(date of inception) to February 28, 2007, in conformity with U.S. generally accepted accounting principles.
Ernst & Young LLP
 |
New York, New YorkNY
May 18, 200720, 2008
F-2
GSC Investment Corp.
| As of | ||||||||
| February 29, 2008 | February 28, 2007 | |||||||
ASSETS | ||||||||
| Investments at fair value | ||||||||
| Non-control/non-affiliate investments (amortized cost of $162,888,724) | $ | 143,745,269 | $ | — | ||||
| Control investments (amortized cost of $30,000,000) | 29,075,299 | — | ||||||
| Affiliate investments (amortized cost of $0) | 16,233 | — | ||||||
| Total investments at fair value (amortized cost of $192,888,724 and $0, respectively) | 172,836,801 | — | ||||||
| Cash and cash equivalents | 1,072,641 | 1,030 | ||||||
| Cash and cash equivalents, securitization accounts | 14,580,973 | — | ||||||
| Outstanding interest rate cap at fair value (cost of $131,000 and $0, respectively) | 76,734 | — | ||||||
| Interest receivable | 2,355,122 | — | ||||||
| Due from manager | 940,903 | — | ||||||
| Management fee receivable | 215,914 | — | ||||||
| Other assets | 39,349 | — | ||||||
| Deferred credit facility financing costs, net | 723,231 | — | ||||||
| Deferred offering costs | — | 808,617 | ||||||
| Total assets | $ | 192,841,668 | $ | 809,647 | ||||
| LIABILITIES | ||||||||
| Revolving credit facility | $ | 78,450,000 | $ | — | ||||
| Payable for unsettled trades | 11,329,150 | — | ||||||
| Dividend payable | 3,233,640 | — | ||||||
| Management and incentive fees payable | 943,061 | — | ||||||
| Accounts payable and accrued expenses | 713,422 | 105,000 | ||||||
| Interest and credit facility fees payable | 292,307 | — | ||||||
| Due to affiliate | 11,048 | 73,810 | ||||||
| Accrued offering cost | — | 760,000 | ||||||
| Total liabilities | $ | 94,972,628 | $ | 938,810 | ||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Common stock, par value $.0001 per share, 100,000,000 common shares authorized, 8,291,384 and 67 common shares issued and outstanding, respectively | 829 | — | ||||||
| Capital in excess of par value | 116,218,966 | 1,000 | ||||||
| Accumulated undistributed net investment income | 455,576 | (130,163 | ) | |||||
| Accumulated undistributed net realized gain on sale of investments and derivatives | 1,299,858 | — | ||||||
| Net unrealized depreciation on investments and derivatives | (20,106,189 | ) | — | |||||
| Total stockholders’ equity (deficit) | 97,869,040 | (129,163 | ) | |||||
| Total liabilities and stockholders’ equity | $ | 192,841,668 | $ | 809,647 | ||||
| NET ASSET VALUE PER SHARE | $ | 11.80 | n/a | |||||
See accompanying notes to consolidated financial statements.
GSC Investment LLC | |||||
Statement of Assets, Liabilities, and Member's Capital | |||||
February 28, 2007 | |||||
Assets | |||||
| Deferred offering costs | $ | 808,617 | |||
| Cash | 1,030 | ||||
| Total assets | $ | 809,647 | |||
Liabilities and member's capital | |||||
| Accrued offering costs | $ | 760,000 | |||
| Accrued expenses | 105,000 | ||||
| Due to affiliate | 73,810 | ||||
Total liabilities | 938,810 | ||||
Member's capital | |||||
Capital contributed | 1,000 | ||||
Accumulated loss | (130,163 | ) | |||
Total member's capital | (129,163 | ) | |||
| Total liabilities and member's capital | $ | 809,647 | |||
See accompanying notes. | |||||
F-3
GSC Investment Corp.
GSC Investment LLC | ||||
Statement of Operations | ||||
For the period from May 12, 2006 (date of inception) | ||||
to February 28, 2007 | ||||
Income | ||||
| Interest | $ | 30 | ||
Expenses | ||||
| Organization costs | $ | 95,193 | ||
| Professional fees | 35,000 | |||
| Total expenses | 130,193 | |||
| Net loss | $ | (130,163 | ) | |
See accompanying notes. | ||||
GSC Investment LLC | ||||
Statement of Member's Capital | ||||
For the period from May 12, 2006 (date of inception) | ||||
to February 28, 2007 | ||||
| Member's capital, May 12, 2006 | - | |||
| Capital contributions | 1,000 | |||
| Net loss | (130,163 | ) | ||
| Member's capital, February 28, 2007 | $ | (129,163 | ) | |
See accompanying notes. | ||||
GSC Investment LLC | ||||
Statement of Cash Flows | ||||
For the period from May 12, 2006 (date of inception) | ||||
to February 28, 2007 | ||||
Cash flows from operating activities | ||||
| Net loss | $ | (130,163 | ) | |
| Adjustments to reconcile net loss to net cash and cash equivalents from operating activities: | ||||
| Increase in deferred offering costs | (808,617 | ) | ||
| Increase in accrued deferred offering costs | 760,000 | |||
| Increase in due to affiliate | 73,810 | |||
| Increase in accrued expenses | 105,000 | |||
| Net cash and cash equivalents from operating activities | 30 | |||
Cash flows from financing activities | ||||
| Contribution from Member | 1,000 | |||
| Net cash and cash equivalents provided by financing activities | 1,000 | |||
| Net change in cash | 1,030 | |||
| Cash, beginning of period | - | |||
| Cash, end of the period | $ | 1,030 | ||
See accompanying notes. | ||||
GSC Investment LLC | ||||
Statement of Changes in Net Assets | ||||
For the period from May 12, 2006 (date of inception) | ||||
to February 28, 2007 | ||||
| For the period from | ||||
| May 12, 2006 (date of inception) | ||||
| to February 28, 2007 | ||||
Operations: | ||||
| Net operating loss | $ | (130,163 | ) | |
| Net decrease in net assets resulting from operations | (130,163 | ) | ||
Capital share transactions: | ||||
| Issuance of common stock | 1,000 | |||
| Net increase in net assets resulting from capital share transactions | 1,000 | |||
| Total increase (decrease) in net assets | (129,163 | ) | ||
Net assets at beginning of period | - | |||
Net assets at end of period | $ | (129,163 | ) | |
Net asset value per common share | N/A | |||
Common shares outstanding at end of period | 67 | |||
See accompanying notes. | ||||
| For the Period from | ||||||||
| May 12, 2006 | ||||||||
| For the Year Ended | (Date of Inception) | |||||||
| February 29, 2008 | to February 28, 2007 | |||||||
| INVESTMENT INCOME | ||||||||
| Interest from investments | ||||||||
| Non-Control/Non-Affiliate investments | $ | 20,115,301 | $ | — | ||||
| Control investments | 262,442 | — | ||||||
| Total interest and dividend income | 20,377,743 | — | ||||||
| Interest from cash and cash equivalents | 366,312 | 30 | ||||||
| Management fee income | 599,476 | — | ||||||
| Other income | 42,548 | — | ||||||
| Total investment income | 21,386,079 | 30 | ||||||
| EXPENSES | ||||||||
| Interest and credit facility financing expenses | 5,031,233 | — | ||||||
| Base management fees | 2,938,659 | — | ||||||
| Professional fees | 1,409,806 | 35,000 | ||||||
| Administrator expenses | 892,112 | — | ||||||
| Incentive management fees | 711,363 | — | ||||||
| Insurance | 586,784 | — | ||||||
| Directors fees | 313,726 | — | ||||||
| General & administrative | 261,653 | — | ||||||
| Cost of acquiring management contract | 144,000 | — | ||||||
| Organizational expense | 49,542 | 95,193 | ||||||
| Expenses before manager reimbursement | 12,338,878 | 130,193 | ||||||
| Expense reimbursement | (1,789,028 | ) | — | |||||
| Total expenses net of expense reimbursement | 10,549,850 | 130,193 | ||||||
| NET INVESTMENT INCOME (LOSS) BEFORE INCOME TAXES | 10,836,229 | (130,163 | ) | |||||
| Income tax expense, including excise tax | (88,951 | ) | — | |||||
| NET INVESTMENT INCOME (LOSS) | 10,747,278 | (130,163 | ) | |||||
| REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: | ||||||||
| Net realized gain from investments | ||||||||
| Non-Control/Non-Affiliate investments | 2,707,402 | — | ||||||
| Control investments | 428,673 | — | ||||||
| Affiliate investments | 39,147 | |||||||
| Net realized gain from derivatives | 732,526 | — | ||||||
| Net unrealized depreciation on investments | (20,051,923 | ) | — | |||||
| Net unrealized depreciation on derivatives | (54,266 | ) | — | |||||
| Net loss on investments | (16,198,441 | ) | — | |||||
| NET DECREASE IN NET ASSETS FROM OPERATIONS | $ | (5,451,163 | ) | $ | (130,163 | ) | ||
| WEIGHTED AVERAGE — BASIC AND DILUTED EARNINGS PER COMMON SHARE | $ | (0.70 | ) | n/a | ||||
| WEIGHTED AVERAGE COMMON STOCK OUTSTANDING — BASIC AND DILUTED | 7,761,965 | 67 | ||||||
See accompanying notes to consolidated financial statements.
F-4
GSC INVESTMENT LLCInvestment Corp.
February 29, 2008
| % of | ||||||||||||||||||||
| Stockholders’ | ||||||||||||||||||||
Company(a) | Industry | Investment | Principal | Cost | Fair Value | Equity | ||||||||||||||
Non-control/Non-affiliated investments — 146.9%(b) | ||||||||||||||||||||
| EuroFresh Inc.(d) | Agriculture | Unsecured Notes 11.50%, 1/15/2013 | 7,000,000 | $ | 6,890,639 | $ | 3,850,000 | 3.9 | % | |||||||||||
| GFSI Inc(c, d) | Apparel | Senior Secured Notes 10.50%, 6/1/2011 | 8,425,000 | 8,421,760 | 8,003,750 | 8.2 | % | |||||||||||||
| Key Safety Systems(d) | Automotive | First Lien Term Loan 6.68%, 3/8/2014 | 2,500,000 | 1,837,500 | 1,875,000 | 1.9 | % | |||||||||||||
| SILLC Holdings, LLC(c, d) | Automotive | Second Lien Term Loan 9.86%, 5/24/2011 | 23,049,210 | 22,865,049 | 20,283,305 | 20.7 | % | |||||||||||||
| Total Automotive | 25,549,210 | 24,702,549 | 22,158,305 | 22.6 | % | |||||||||||||||
| Legacy Cabinets, Inc.(d) | Building Products | First Lien Term Loan 8.56%, 8/18/2012 | 1,871,500 | 1,847,290 | 1,403,625 | 1.4 | % | |||||||||||||
| Legacy Cabinets, Inc.(d) | Building Products | Second Lien Term Loan 12.31%, 8/18/2013 | 2,400,000 | 2,354,989 | 1,560,000 | 1.6 | % | |||||||||||||
| Total Building Products | 4,271,500 | 4,202,280 | 2,963,625 | 3.0 | % | |||||||||||||||
| Hopkins Manufacturing Corporation(c, d) | Consumer Products | Second Lien Term Loan 11.82%, 1/26/2012 | 3,250,000 | 3,245,793 | 3,152,500 | 3.2 | % | |||||||||||||
| Targus Group International, Inc.(d) | Consumer Products | First Lien Term Loan 7.61%, 11/22/2012 | 3,408,271 | 3,095,060 | 2,851,701 | 2.9 | % | |||||||||||||
| Targus Group International, Inc.(d) | Consumer Products | Second Lien Term Loan 13.35%, 5/22/2013 | 5,000,000 | 4,743,768 | 4,016,500 | 4.1 | % | |||||||||||||
| Total Consumer Products | 11,658,271 | 11,084,621 | 10,020,701 | 10.2 | % | |||||||||||||||
| Affinity Group, Inc.(d) | Consumer Services | First Lien Term Loan 5.62%, 6/24/2009 | 481,233 | 449,953 | 444,371 | 0.4 | % | |||||||||||||
| Affinity Group, Inc.(d) | Consumer Services | First Lien Term Loan 5.74%, 6/24/2009 | 518,767 | 485,047 | 479,859 | 0.5 | % | |||||||||||||
| CFF Acquisition LLC(c, d) | Consumer Services | First Lien Term Loan 8.77%, 7/31/2013 | 406,228 | 406,228 | 365,605 | 0.4 | % | |||||||||||||
| Total Consumer Services | 1,406,228 | 1,341,228 | 1,289,835 | 1.3 | % | |||||||||||||||
| M/C Communications, LLC(c, d) | Education | First Lien Term Loan 5.54%, 12/31/2010 | 1,736,766 | 1,571,773 | 1,545,721 | 1.6 | % | |||||||||||||
| Group Dekko(c, d) | Electronics | Second Lien Term Loan 9.38%, 1/20/2012 | 6,670,000 | 6,670,000 | 6,336,500 | 6.5 | % | |||||||||||||
| IPC Systems, Inc.(d) | Electronics | First Lien Term Loan 7.09%, 5/31/2014 | 49,750 | 44,647 | 40,497 | 0.0 | % | |||||||||||||
| Total Electronics | 6,719,750 | 6,714,647 | 6,376,997 | 6.5 | % | |||||||||||||||
| USS Mergerco, Inc.(c, d) | Environmental | Second Lien Term Loan 9.08%, 6/29/2013 | 5,960,000 | 5,827,121 | 5,066,000 | 5.2 | % | |||||||||||||
| Bankruptcy Management Solutions, Inc.(d) | Financial Services | Second Lien Term Loan 9.37%, 7/31/2013 | 4,937,500 | 4,902,101 | 3,555,000 | 3.6 | % | |||||||||||||
| Realogy Corp.(d) | Financial Services | First Lien Term Loan 6.11%, 10/10/2013 | 21,106 | 19,693 | 17,746 | 0.0 | % | |||||||||||||
| Realogy Corp.(d) | Financial Services | First Lien Term Loan 7.51%, 10/10/2013 | 78,394 | 73,147 | 65,733 | 0.1 | % | |||||||||||||
| Total Financial Services | 5,037,000 | 4,994,941 | 3,638,479 | 3.7 | % | |||||||||||||||
| CCM Merger Inc.(d) | Gaming | First Lien Term Loan 6.35%, 7/13/2012 | 2,000,000 | 1,670,000 | 1,730,000 | 1.8 | % | |||||||||||||
| IDI Acquisition Corp.(d) | Healthcare Services | Senior Secured Notes 10.75%, 12/15/2011 | 3,800,000 | 3,574,228 | 3,040,000 | 3.1 | % | |||||||||||||
| PRACS Institute, LTD(c, d) | Healthcare Services | Second Lien Term Loan 11.41%, 4/17/2013 | 3,000,000 | 3,000,000 | 3,000,000 | 3.1 | % | |||||||||||||
| Total Healthcare Services | 6,800,000 | 6,574,228 | 6,040,000 | 6.2 | % | |||||||||||||||
| McMillin Companies LLC(c, d) | Homebuilding | Senior Secured Notes 9.53%, 4/30/2012 | 7,700,000 | 7,194,636 | 5,912,060 | 6.0 | % | |||||||||||||
F-5
| % of | ||||||||||||||||||||
| Stockholders’ | ||||||||||||||||||||
Company(a) | Industry | Investment | Principal | Cost | Fair Value | Equity | ||||||||||||||
| Asurion Corporation(d) | Insurance | First Lien Term Loan 6.10%, 7/3/2014 | 2,000,000 | 1,665,000 | 1,699,600 | 1.7 | % | |||||||||||||
| Worldwide Express Operations, LLC(c, d) | Logistics | First Lien Term Loan 7.89%, 6/30/2013 | 2,973,362 | 2,966,658 | 2,687,919 | 2.7 | % | |||||||||||||
| Jason Incorporated(c, d) | Manufacturing | Unsecured Notes 13.00%, 11/1/2008 | 12,000,000 | 12,000,000 | 11,712,000 | 12.0 | % | |||||||||||||
| Jason Incorporated(c, d) | Manufacturing | Unsecured Notes 13.00%, 11/1/2008 | 3,400,000 | 3,400,000 | 3,318,400 | 3.4 | % | |||||||||||||
| Total Manufacturing | 15,400,000 | 15,400,000 | 15,030,400 | 15.4 | % | |||||||||||||||
| Blaze Recycling & Metals, LLC(d) | Metals | Senior Secured Notes 10.88%, 7/15/2012 | 2,500,000 | 2,493,087 | 2,218,750 | 2.3 | % | |||||||||||||
| Elyria Foundry Company, LLC(c, d) | Metals | Senior Secured Notes 13.00%, 3/1/2013 | 3,000,000 | 2,893,873 | 2,910,000 | 3.0 | % | |||||||||||||
| Total Metals | 5,500,000 | 5,386,960 | 5,128,750 | 5.3 | % | |||||||||||||||
| Grant U.S. Holdings LLP(d, e) | Natural Resources | Second Lien Term Loan 12.75%, 9/20/2013 | 5,365,592 | 5,365,393 | 4,167,456 | 4.3 | % | |||||||||||||
| Edgen Murray II, L.P.(c, d) | Oil and Gas | Second Lien Term Loan 9.32%, 5/11/2015 | 2,000,000 | 1,947,348 | 1,600,000 | 1.6 | % | |||||||||||||
| Energy Alloys, LLC(c, d) | Oil and Gas | Second Lien Term Loan 12.15%, 10/5/2012 | 6,200,000 | 6,200,000 | 6,138,000 | 6.3 | % | |||||||||||||
| Total Oil and Gas | 8,200,000 | 8,147,348 | 7,738,000 | 7.9 | % | |||||||||||||||
| Atlantis Plastics Films, Inc.(c, d) | Packaging | First Lien Term Loan 8.71%, 9/22/2011 | 6,516,244 | 6,491,835 | 4,298,114 | 4.4 | % | |||||||||||||
| Stronghaven, Inc.(c, d) | Packaging | Second Lien Term Loan 11.00%, 10/31/2010 | 2,500,000 | 2,500,000 | 2,500,000 | 2.6 | % | |||||||||||||
| Terphane Holdings Corp.(c, d, e) | Packaging | Senior Secured Notes 12.50%, 6/15/2009 | 4,850,000 | 4,853,648 | 4,447,450 | 4.5 | % | |||||||||||||
| Terphane Holdings Corp.(c, d, e) | Packaging | Senior Secured Notes 12.50%, 6/15/2009 | 5,087,250 | 5,094,096 | 4,665,008 | 4.8 | % | |||||||||||||
| Terphane Holdings Corp.(c, d, e) | Packaging | Senior Secured Notes 15.11%, 6/15/2009 | 500,000 | 498,536 | 459,500 | 0.5 | % | |||||||||||||
| Total Packaging | 19,453,494 | 19,438,114 | 16,370,073 | 16.8 | % | |||||||||||||||
| Advanstar Communications Inc.(d) | Publishing | First Lien Term Loan 7.09%, 5/31/2014 | 1,990,000 | 1,516,878 | 1,492,500 | 1.5 | % | |||||||||||||
| Brown Publishing Company(c, d) | Publishing | Second Lien Term Loan 11.09%, 9/19/2014 | 1,203,226 | 1,197,520 | 1,070,871 | 1.1 | % | |||||||||||||
| Network Communications, Inc.(c, d) | Publishing | Unsecured Notes 10.75%, 12/1/2013 | 5,000,000 | 5,095,198 | 4,400,000 | 4.5 | % | |||||||||||||
| Penton Media, Inc.(c, d) | Publishing | First Lien Term Loan 5.37%, 2/1/2013 | 2,962,500 | 2,134,841 | 2,325,563 | 2.4 | % | |||||||||||||
| Total Publishing | 11,155,726 | 9,944,437 | 9,288,934 | 9.5 | % | |||||||||||||||
| QCE LLC(d) | Restaurants | First Lien Term Loan 7.03%, 5/5/2013 | 992,443 | 804,673 | 859,456 | 0.9 | % | |||||||||||||
| Claire’s Stores, Inc.(d) | Retail | First Lien Term Loan 6.47%, 5/29/2014 | 2,786,000 | 2,579,717 | 2,179,209 | 2.2 | % | |||||||||||||
Sub Total Non-control/ Non-affiliated investments | 162,888,724 | 143,745,269 | 146.9 | % | ||||||||||||||||
Control investments — 29.7%(b) | ||||||||||||||||||||
| GSC CDO III, LLC(c, g) | Financial Services | 100% membership interest | — | 160,153 | 0.2 | % | ||||||||||||||
| GSC Investment Corp. CLO 2007 LTD.(c, g) | Structured Finance Securities | Other/Structured Finance Securities 20.36%, 1/21/2020 | 30,000,000 | 30,000,000 | 28,915,146 | 29.5 | % | |||||||||||||
Sub Total Control investments | 30,000,000 | 29,075,299 | 29.7 | % | ||||||||||||||||
Affiliate investments — 0.0%(b) | ||||||||||||||||||||
| GSC Partners CDO GP III, LP(c, f) | Financial Services | 6.24% Partnership interest | — | 16,233 | 0.0 | % | ||||||||||||||
TOTAL INVESTMENT ASSETS — 176.6%(b) | $ | 192,888,724 | $ | 172,836,801 | 176.6 | % | ||||||||||||||
F-6
Outstanding interest rate cap
| % of | ||||||||||||||||||||||||
| Stockholders’ | ||||||||||||||||||||||||
| Interest Rate | Maturity | Notional | Cost | Fair Value | Equity | |||||||||||||||||||
| Interest rate cap | 8.0 | % | 2/9/2014 | $ | 40,000,000 | $ | 87,000 | $ | 50,703 | 0.1 | % | |||||||||||||
| Interest rate cap | 8.0 | % | 11/30/2013 | 46,637,408 | 44,000 | 26,031 | 0.0 | % | ||||||||||||||||
Sub Total Outstanding interest rate cap | $ | 131,000 | $ | 76,734 | 0.1 | % | ||||||||||||||||||
| (a) | All of the Fund’s equity and debt investments are issued by eligible portfolio companies, as defined in the Investment Company Act of 1940, except Atlantis Plastics Films, Inc., Grant U.S. Holdings LLP, GSC Investment Corp. CLO 2007, Terphane Holdings Corp. | |
| (b) | Percentages are based on net assets of $97,869,040 as of February 29, 2008. | |
| (c) | Fair valued investment (see Note 2 to the consolidated financial statements). | |
| (d) | All or a portion of the investment is pledged as collateral under a revolving securitized credit facility (see Note 7 to the consolidated financial statements). | |
| (e) | Non-U.S. company. The principal place of business for Terphane Holdings Corp is Brazil, and for Grant U.S. Holdings LLP is Canada. | |
| (f) | As defined in the Investment Company Act, we are an “Affiliate” of this portfolio company because we own 5% or more of the portfolio company’s outstanding voting securities. Transactions during the period in which the issuer was an Affiliate are as follows: |
| Management | Net | |||||||||||||||||||||||||||
| Interest | Fee | Net Realized | Unrealized | |||||||||||||||||||||||||
Company | Purchases | Redemptions | Sales (Cost) | Income | Income | Gains/(Losses) | Gains/(Losses) | |||||||||||||||||||||
| GSC Partners CDO GP III, LP | $ | 2,045,067 | $ | 2,084,214 | $ | — | $ | — | $ | — | $ | 39,147 | $ | 16,233 | ||||||||||||||
| (g) | As defined in the Investment Company Act, we are an “Affiliate” of this portfolio company because we own 5% or more of the portfolio company’s outstanding voting securities. In addition, as defined in the Investment Company Act, we “Control” this portfolio company because we own more than 25% of the portfolio company’s outstanding voting (g) securities. Transactions during the period in which the issuer was both an Affiliate and a portfolio company that we Control are as follows: |
| Management | Net | |||||||||||||||||||||||||||
| Interest | Fee | Net Realized | Unrealized | |||||||||||||||||||||||||
Company | Purchases | Redemptions | Sales (Cost) | Income | Income | Gains/(Losses) | Gains/(Losses) | |||||||||||||||||||||
| GSC Investment Corp. CLO 2007 LTD. | $ | 30,000,000 | $ | — | $ | — | $ | 262,442 | $ | 215,914 | $ | — | $ | (1,084,854 | ) | |||||||||||||
| GSC CDO III, LLC | $ | 13,574,694 | $ | 14,003,367 | $ | — | $ | — | $ | — | $ | 428,673 | $ | 160,153 | ||||||||||||||
See accompanying notes to consolidated financial statements.
F-7
GSC Investment Corp.
| For the Period from | ||||||||
| May 12, 2006 (Date | ||||||||
| For the Year Ended | of Inception) | |||||||
| February 29, 2008 | to February 28, 2007 | |||||||
| OPERATIONS: | ||||||||
| Net investment income (loss) | $ | 10,747,278 | $ | (130,163 | ) | |||
| Net realized gain from investments | 3,175,222 | — | ||||||
| Net realized gain from derivatives | 732,526 | — | ||||||
| Net unrealized depreciation on investments | (20,051,923 | ) | — | |||||
| Net unrealized depreciation on derivatives | (54,266 | ) | — | |||||
| Net decrease in net assets from operations | (5,451,163 | ) | (130,163 | ) | ||||
| SHAREHOLDER DISTRIBUTIONS: | ||||||||
| Distributions declared | (12,851,645 | ) | — | |||||
| Net decrease in net assets from shareholder distributions | (12,851,645 | ) | — | |||||
| CAPITAL SHARE TRANSACTIONS: | ||||||||
| Issuance of common stock, net | 116,301,011 | 1,000 | ||||||
| Net increase in net assets from capital share transactions | 116,301,011 | 1,000 | ||||||
| Total increase (decrease) in net assets | 97,998,203 | (129,163 | ) | |||||
| Net assets at beginning of year/period | (129,163 | ) | — | |||||
| Net assets at end of year/period | $ | 97,869,040 | $ | (129,163 | ) | |||
| Net asset value per common share | $ | 11.80 | n/a | |||||
| Common shares outstanding at end of period | 8,291,384 | 67 | ||||||
See accompanying notes to consolidated financial statements.
F-8
GSC Investment Corp.
| For the Period from | ||||||||
| May 12, 2006 (Date | ||||||||
| For the Year Ended | of Inception) | |||||||
| February 29, 2008 | to February 28, 2007 | |||||||
Operating activities | ||||||||
| NET DECREASE IN NET ASSETS FROM OPERATIONS | $ | (5,451,163 | ) | $ | (130,163 | ) | ||
| ADJUSTMENTS TO RECONCILE NET DECREASE IN NET ASSETS FROM OPERATIONS TO NET CASH USED IN OPERATING ACTIVITIES: | ||||||||
Paid-in-kind interest income | (365,592 | ) | — | |||||
| Net accretion of discount on investments | (765,255 | ) | — | |||||
| Amortization of deferred credit facility financing costs | 502,468 | — | ||||||
| Net realized gain from investments | (3,175,222 | ) | — | |||||
| Net realized gain from derivatives | (732,526 | ) | — | |||||
| Net unrealized depreciation on investments | 20,051,923 | — | ||||||
| Unrealized depreciation on derivatives | 54,266 | — | ||||||
| Proceeds from sale and redemption of investments | 141,772,158 | — | ||||||
| Purchase of investments | (314,002,526 | ) | — | |||||
| (Increase) derease in operating assets and liabilities: | ||||||||
| Cash and cash equivalents, securitization accounts | (14,580,973 | ) | — | |||||
| Interest receivable | (2,355,122 | ) | — | |||||
| Due from manager | (940,903 | ) | — | |||||
| Management fee receivable | (215,914 | ) | — | |||||
| Other assets | (39,349 | ) | — | |||||
| Deferred offering costs | 808,617 | (808,617 | ) | |||||
| Payable for unsettled trades | 11,329,150 | — | ||||||
| Management and incentive fees payable | 943,061 | — | ||||||
| Accounts payable and accrued expenses | 608,422 | 105,000 | ||||||
| Interest and credit facility fees payable | 292,307 | — | ||||||
| Due to affiliate | (62,762 | ) | 73,810 | |||||
| Accrued offering costs | (760,000 | ) | 760,000 | |||||
| NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES | (167,084,935 | ) | 30 | |||||
Financing activities | ||||||||
| Contribution from member | — | 1,000 | ||||||
| Issuance of shares of common stock | 108,750,000 | — | ||||||
| Offering costs and sales load | (8,068,750 | ) | — | |||||
| Borrowings on debt | 167,958,119 | — | ||||||
| Paydowns on debt | (89,508,119 | ) | — | |||||
| Credit facility financing cost | (1,225,699 | ) | — | |||||
| Cost of interest rate cap | (131,000 | ) | — | |||||
| Payments of cash dividends | (9,618,005 | ) | — | |||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 168,156,546 | 1,000 | ||||||
| CHANGE IN CASH AND CASH EQUIVALENTS | 1,071,611 | 1,030 | ||||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR/PERIOD | 1,030 | — | ||||||
| CASH AND CASH EQUIVALENTS, END OF YEAR/PERIOD | $ | 1,072,641 | $ | 1,030 | ||||
| Supplemental Information: | ||||||||
| Interest paid during the year/period | $ | 4,236,458 | n/a | |||||
| Supplemental non-cash information | ||||||||
| Issuance of common stock for acquisition of investments in GSC CDO III, LLC and GSC Partners CDO GP III, L.P. | $ | 15,619,761 | n/a | |||||
Paid-in-kind interest income | $ | 365,592 | n/a | |||||
| Net accretion of discount on investments | $ | 765,255 | n/a | |||||
| Amortization of deferred credit facility financing costs | $ | 502,468 | n/a | |||||
See accompanying notes to consolidated financial statements.
F-9
GSC INVESTMENT CORP.
| Note 1. | Organization and Basis of Presentation |
GSC Investment Corp. (the “Company”, “we” and “us”) is a non-diversified closed end management investment company incorporated in Maryland that has elected to be treated and is regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). We commenced operations on March 23, 2007 and completed our initial public offering (“IPO”) on March 28, 2007. The Company intends to file an election and to qualify to be treated for tax purposes as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) commencing with our first taxable year as a corporation. We expect to continue to qualify and to elect to be treated for tax purposes as a RIC. Our investment objectives are to generate both current income and capital appreciation through debt and equity investments by primarily investing in private middle market companies and select high yield bonds.
GSC Investment, LLC (the “LLC”) was organized in May 2006 as a Maryland limited liability company. The LLC is a newly organized non-diversified closed-end management investment company and has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). As of February 28, 2007, the LLC had not yet commenced its operations and investment activities.
On March 21, 2007, GSC Investment Corp. (which is referred to as the “Company”, “we” and “us”) Company was incorporated in Marylandand concurrently, the LLC was merged with and into the Company in accordance with the procedure for such merger in the LLC’s limited liability company agreement and Maryland law. In connection with such merger, each outstanding common share of the LLC was converted into an equivalent number of shares of common stock of the Company and the Company is the surviving entity.
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordanceconformity with U.SU.S. generally accepted accounting principles and include the accounts of the Company and its special purpose financing subsidiaries, GSC Investment Funding, LLC and GSC Investment Funding II, LLC. The consolidated financial statements reflect all adjustments and reclassifications which, in the opinion of management, are expressednecessary for the fair presentation of the results of the operations and financial condition for the periods presented. All intercompany accounts and transactions have been eliminated in U.S. dollars.consolidation. All references made to the “Company,” “we” and “us” in the financial statements are encompassing of these consolidated subsidiaries, except as stated otherwise.
| Note 2. | Summary of Significant Accounting Policies |
Use of Estimates in the Preparation of Financial Statements
The preparation of the accompanying consolidated financial statements in conformity with U.SU.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reported. Actual results could differ from those estimates.
Cash and cash equivalents include short-term liquid investments in a money market fund. Cash and cash equivalents are carried at cost which approximates fair value.
Cash and cash equivalents, Securitization Accounts
Cash and cash equivalents, securitization accounts includes amounts held in designated bank accounts in the form of cash and short-term liquid investments in money market funds representing payments received on securitized investments or other reserved amounts associated with the Company’s securitization facilities. The Company is required to use a portion of these amounts to pay interest expense, reduce borrowings, or pay other
F-10
GSC INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
amounts in accordance with the related securitization agreements. Cash held in such accounts may not be available for the general use of the Company.
Risk Management
In the ordinary course of its business, the Company manages a variety of risks, including market risk and credit risk. Market risk is the risk of potential adverse changes to the value of investments because of changes in market conditions such as interest rate movements and volatility in investment prices. Credit risk is the risk of default or non-performance by portfolio companies equivalent to the investment’s carrying amount.
The Company is also exposed to credit risk related to maintaining all of its cash and cash equivalents including those in securitization accounts at a major financial institution and credit risk related to the derivative counterparty.
The Company has investments in lower rated and comparable quality unrated high yield bonds and bank loans. Investments in high yield investments are accompanied by a greater degree of credit risk. The risk of loss due to default by the issuer is significantly greater for holders of high yield securities, because such investments are generally unsecured and are often subordinated to other creditors of the issuer.
Investment Classification
The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “Control Investments” are defined as investments in companies in which we own more than 25% of the voting securities or maintain greater than 50% of the board representation. Under the 1940 Act, “Affiliated Investments” are defined as those non-control investments in companies in which we own between 5% and 25% of the voting securities. Under the 1940 Act, “Non-affiliated Investments” are defined as investments that are neither Control Investments or Affiliated Investments.
Investment Valuation
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities which qualify as financial instruments under Statement of Financial Accounting Standards No. 107,“Disclosure About Fair Value of Financial Instruments,”approximates the carrying amounts presented in the consolidated balance sheet.
Investments for which market quotations are readily available are valued at such market quotations obtained from independent third party pricing services and market makers subject to any decision by our board of directors to make a fair value determination to reflect significant events affecting the value of these investments. We value investments for which market quotations are not readily available as stated above at fair value as determined in good faith by our board of directors based on input from our Manager, our audit committee and, if our board or audit committee so request, a third party independent valuation firm. Determinations of fair value may involve subjective judgments and estimates. The types of factors that may be considered in a fair value pricing include the nature and realizable value of any collateral, the portfolio company’s ability to make payments, yield trend analysis, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flow and other relevant factors.
We undertake a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available, as described below:
| • | Each investment is initially valued by the responsible investment professionals and preliminary valuation conclusions are documented and discussed with our senior management; |
F-11
GSC INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| • | An independent valuation firm engaged by our board of directors reviews at least one quarter of these preliminary valuations each quarter so that the valuation of each investment for which market quotes are not readily available is reviewed by the independent valuation firm at least annually; | |
| • | The audit committee of our board of directors reviews each preliminary valuation and our investment adviser and independent valuation firm (if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee; and | |
| • | Our board of directors discuss the valuations and determine the fair value of each investment in good faith based on the input of our investment adviser, independent valuation firm (if applicable) and audit committee. |
Our equity investment in GSC Investment Corp. CLO 2007, Ltd. (“GSCIC CLO”) is carried at fair value, which is based on a discounted cash flow model that utilizes prepayment, re-investment and loss assumptions based on historical experience and projected performance, economic factors, the characteristics of the underlying cash flow, and comparable yields for similar CLO equity, when available, as determined by our investment advisor and recommended to our board of directors.
Because such valuations, and particularly valuations of private investments and private companies, are inherently uncertain, they may fluctuate over short periods of time and may be based on estimates. The determination of fair value by our board of directors may differ materially from the values that would have been used if a ready market for these investments existed. Our net asset value could be materially affected if the determinations regarding the fair value of our investments were materially higher or lower than the values that we ultimately realize upon the disposal of such investments.
Derivative Financial Instruments
We account for derivative financial instruments in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities”, (“FAS 133”) as amended. FAS 133 requires recognizing all derivative instruments as either assets or liabilities on the consolidated balance sheet at fair value. The Company values derivative contracts at the closing fair value provided by the counterparty. Changes in the values of derivative contracts are included in the consolidated statement of operations.
Income Recognition
Purchases and sales of investments and the related realized gains or losses are recorded on a trade-date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis to the extent that such amounts are expected to be collected. The Company stops accruing interest on its investments when it is determined that interest is no longer collectible. If any cash is received after it is determined that interest is no longer collectible, we will treat the cash as payment on the principal balance until the entire principal balance has been repaid, before any interest income is recognized. Discounts and premiums on investments purchased are accreted/amortized over the life of the respective investment using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts and amortizations of premium on investments. At February 29, 2008, no investments were being accounted for on a non-accrual basis.
Interest income on our investment in GSCIC CLO is recorded using the effective interest method in accordance with the provision ofEITF 99-20, based on the anticipated yield and the estimated cash flows over the projected life of the investment. Yields are revised when there are changes in actual or estimated cash flows due to changes in prepaymentsand/or re-investments, credit losses or asset pricing. Changes in estimated yield are recognized as an adjustment to the estimated yield over the remaining life of the investment from the date the estimated yield was changed.
F-12
GSC INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Paid-in-Kind Interest
The Company includes in income certain amounts that it has not yet received in cash, such as contractualpaid-in-kind interest (“PIK”), which represents contractually deferred interest added to the investment balance that is generally due at maturity. We stop accruing PIK if we do not expect the issuer to be able to pay all principal and interest when due.
Organizational Expenses
Organizational expenses consist principally of professional fees incurred in connection with the organization of the Company and have been expensed as incurred.
Organizational expenses of $95,193 for the period ended February 28, 2007 consisted principally of professional fees incurred in connection with the organization of the LLC. The Manager had agreed to pay organizational expenses on behalf of the LLC, and to be subsequently reimbursed through the proceeds of the IPO. There were additional organizational expenses incurred during the year ended February 29, 2008 of $49,542. The Manager has been reimbursed for $26,673 of the organizational expenses, the remaining are paid directly by the Company.
Offering Costs
Offering costs consist principally of legal fees incurred by the Company related to the Company’s IPO that was completed on March 28, 2007. These offering costs were charged directly against capital and are limited to $1 million. All offering costs in excess of $1 million were paid by the Manager. As of February 29, 2008, the Company incurred $1.4 million relating to offering costs of which the Manager has reimbursed the Company $0.4 million. As of February 28, 2007, the LLC had accrued and deferred $0.8 million relating to offering costs.
Deferred Credit Facility Financing Costs
Financing costs incurred in connection with each respective credit facility have been deferred and are being amortized using the straight line method over the life of each respective facility.
Indemnifications
In the ordinary course of its business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Company. Based on its history and experience, management feels that the likelihood of such an event is remote.
Income Taxes
The Company intends to file an election and qualify to be treated for tax purposes as a RIC under Subchapter M of the Code and, among other things, intends to make the requisite distributions to its stockholders which will relieve the Company from federal income taxes. Therefore, no provision has been recorded for federal income taxes.
In order to qualify as a RIC, among other requirements, the Company is required to timely distribute to its stockholders at least 90% of its investment company taxable income, as defined by the Code, for each fiscal tax year. The Company will be subject to a nondeductible U.S. federal excise tax of 4% on undistributed income if we do not distribute at least 98% of our investment company taxable income in any calendar year and 98% of our capital gain net income for each one-year period ending on October 31.
Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions into the next tax year and pay a 4% excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in
F-13
GSC INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
excess of estimated current year dividend distributions, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned. For the year ended February 29, 2008 provisions of $88,951 were recorded for Federal excise taxes. As of February 29, 2008, the entire $88,951 was unpaid and included in accounts payable on the accompanying consolidated balance sheet. This amount was paid subsequent to year end.
The Company has adopted FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109(“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB No. 109,Accounting for Income Taxes,and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. In May 2007, the FASB issued Staff Position,FIN 48-1,Definition of Settlement in FASB Interpretation No. 48(“FSPFIN 48-1”), which provides guidance on how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. FSPFIN 48-1 is effective with the initial adoption of FIN 48. The adoption of FIN 48 and FSPFIN 48-1 did not have a material impact on our consolidated financial statements.
Dividends
Dividends to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend is determined by the board of directors each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are generally distributed at least annually, although we may decide to retain such capital gains for reinvestment.
The Company has adopted a dividend reinvestment plan that provides for reinvestment of our dividend distributions on behalf of our stockholders unless a stockholder elects to receive cash. As a result, if our board of directors authorizes, and we declare, a cash dividend, then our stockholders who have not “opted out” of our dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of our common stock, rather than receiving the cash dividends. If the Company’s common stock is trading below net asset value at the time of valuation, the plan administrator will receive the dividend or distribution in cash and will purchase common stock in the open market, on the New York Stock Exchange or elsewhere, for the account of each Participant.
New Accounting Pronouncements
In September 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined. However, additional disclosures will be required about the inputs used to develop the measurements of fair value.
F-14
GSC INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
in FAS 157. This statement is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of FAS 157. At this time, the Company is evaluating the implications of FAS No. 159, and its impact in the consolidated financial statements has not yet been determined.
| Note 3. | Investments |
The LLC considers all highly liquidcomposition of our investments with original maturitiesas of three months or less to be cash equivalents.February 29, 2008, at amortized cost and fair value was as follows (dollars in thousands):
| Investments at | Fair Value | |||||||||||
| Amortized | Investments | Percentage of | ||||||||||
| Cost | at Fair Value | Total Portfolio | ||||||||||
| First lien term loans | $ | 29,660 | $ | 26,362 | 15.25 | % | ||||||
| Second lien term loans | 70,819 | 62,446 | 36.13 | |||||||||
| Senior secured notes | 35,024 | 31,657 | 18.32 | |||||||||
| Unsecured notes | 27,386 | 23,281 | 13.47 | |||||||||
| Structured Finance Securities | 30,000 | 28,915 | 16.73 | |||||||||
| Equity/limited partnership interest | 0 | 176 | 0.10 | |||||||||
| Total | $ | 192,889 | $ | 172,837 | 100.0 | % | ||||||
As of February 28,29, 2008, $135.3 million or 78% of the total value of our investments were fair valued by our board of directors in accordance with our valuation policy described in Note 2. All of our investments are in below investment grade securities and loans.
| Note 4. | Investment in GSC Investment Corp. CLO 2007, Ltd. |
On January 22, 2008, we invested $30 million in all of the outstanding subordinated notes of GSC Investment Corp. CLO 2007, no provisionLtd., (the “GSCIC CLO”), a $400 million CLO managed by us that invests primarily in senior secured loans. Additionally, we entered into a collateral management agreement with GSCIC CLO pursuant to which we will act as collateral manager to it. In return for federal, stateour collateral management services, we are entitled to a senior collateral management fee of 0.10% and local income taxes has been madea subordinate collateral management fee of 0.40% of the outstanding principal amount of GSCIC CLO’s assets, to be paid quarterly to the extent of available proceeds. We are also entitled to an incentive management fee equal to 20% of excess cash flow to the extent the GSCIC CLO subordinated notes receive an internal rate of return equal to or greater than 12%. For the year ended February 29, 2008, we accrued $0.2 million in management fees and $0.3 million in interest income. We did not accrue any amounts related to the LLC financial statements,incentive management fee as the member is individually liable for its own tax payments.12% hurdle rate has not yet been achieved.
| Note 5. | Income Taxes |
The Company intends to elect and continueoperate so as to qualify for the tax treatment applicable to regulated investment companiesbe taxed as a RIC under Subchapter M of the Internal Revenue Code of 1986 (the "Code"),and, as amended, and among other things, intendssuch, will not be subject to continue to make the requisite distributions to its stockholders which will relieve the Company from federal income taxes. Therefore, no provision has been recordedtax on the portion of taxable income and gains distributed to stockholders.
The Company owns 100% of GSC Investment Corp. CLO 2007, Ltd. (“CLO”), an Exempted Company incorporated in the Cayman Islands. For financial reporting purposes, the CLO is not included as part of the consolidated financial statements. For federal income tax purposes, the CLO is treated as a disregarded entity. As such, for federal income taxes.tax purposes and for purposes of meeting the RIC qualification and diversification tests, the results of operations of the CLO are included with those of the Company.
F-15
GSC INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
To qualify as a RIC, among other factors, the Company is required to timely distributemeet certain income and asset diversification tests in addition to its stockholdersdistributing at least 90% of its investment company taxable income, as defined by the Code,Code. Because federal income tax regulations differ from accounting principles generally accepted in the United States, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary in nature. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes. During the year ended February 29, 2008, the Company reclassified for book purposes amounts arising from permanent book/tax differences primarily related to nondeductible excise tax and meals & entertainment, tax character of distributions and the tax treatment of derivaties as follows (dollars in thousands):
| Accumulated net investment income/(loss) | $ | 1,197 | ||
| Accumulated net realized gains (losses) on investments | (1,115 | ) | ||
Additionalpaid-in-capital | (82 | ) |
For income tax purposes, distributions paid to shareholders are reported as ordinary income, return of capital, long term capital gains or a combination thereof. The tax character of distributions paid for the year ended December 31, 2007 was as follows (dollars in thousands):
| Ordinary income(a) | $ | 12,483 | ||
| Capital gains | 369 | |||
| Return of capital | — | |||
| Total | $ | 12,852 | ||
| (a) | Ordinary income is reported onForm 1099-DIV as non-qualified. |
For federal income tax purposes, the cost of investments owned at February 29, 2008 was $513 million.
At February 28, 2008, the components of distributable earnings on a tax basis as detailed below differ from the amounts reflected per the Company’s Statement of Assets and Liabilities by temporary book/tax differences primarily arising from the consolidation of the CLO for tax purposes, market discount and original issue discount income and amortization of organizational expenditures (dollars in thousands).
| Accumulated capital gains/(losses) | $ | — | ||
| Other temporary differences | (3,283 | ) | ||
| Undistributed ordinary income | 5,091 | |||
| Unrealized depreciation | (35,226 | ) | ||
| Components of distributable earnings | $ | (33,418 | ) | |
| Note 6. | Agreements |
On March 21, 2007, the Company entered into an investment advisory and management agreement (the “Management Agreement”) with GSC Group. The initial term of the Management Agreement is two years, with automatic, one-year renewals at the end of each year subject to certain approvals by our board of directorsand/or our stockholders. Pursuant to the Management Agreement, our investment adviser implements our business strategy on a day-to-day basis and performs certain services for us, subject to oversight by our board of directors. Our investment adviser is responsible for, among other duties, determining investment criteria, sourcing, analyzing and executing investments transactions, asset sales, financings and performing asset management duties. Under the Management Agreement, we have agreed to pay our investment adviser a management fee for investment advisory and management services consisting of a base management fee and an incentive fee.
F-16
GSC INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The base management fee of 1.75% is calculated based on the average value of our total assets (other than cash or cash equivalents but including assets purchased with borrowed funds) at the end of the two most recently completed fiscal quarters, and appropriately adjusted for any share issuances or repurchases during the applicable fiscal quarter.
The incentive fee consists of the following two parts:
The first, payable quarterly in arrears, equals 20% of our pre-incentive fee net investment income (not including excise taxes), expressed as a rate of return on the value of the net assets at the end of the immediately preceding quarter, that exceeds a 1.875% quarterly (7.5% annualized) hurdle rate measured as of the end of each fiscal quarter. Under this provision, in any fiscal quarter, our investment adviser receives no incentive fee unless our pre-incentive fee net investment income, as defined above, exceeds the hurdle rate of 1.875%. Amounts received as a return of capital are not included in calculating this portion of the incentive fee. Since the hurdle rate is based on net assets, a return of less than the hurdle rate on total assets may still result in an incentive fee.
The second, payable at the end of each fiscal year equals 20% of our net realized capital gains, if any, computed net of all realized capital losses and unrealized capital depreciation, in each case on a cumulative basis, less the aggregate amount of such incentive fees paid to the investment adviser through such date.
For the year ended February 29, 2008, we incurred $2.9 million in base management fees and $0.7 million in incentive fees related to pre-incentive fee net investment income. For the year ended February 29, 2008, we incurred no incentive management fees related to net realized capital gains. As of February 29, 2008, $0.8 million of base management fees and $0.1 million of incentive fees were unpaid and included in management and incentive fees payable in the accompanying consolidated balance sheet.
For the year ended February 29, 2008, our investment advisor incurred, on our behalf, $48,629 in expenses related to the monitoring and due diligence of the Company’s investments and prospective investments which are reimbursable under the management agreement. As of February 29, 2008, $11,048 was unpaid and included in due to affiliate in the accompanying consolidated balance sheet.
On March 21, 2007, the Company entered into a separate administration agreement (the “Administration Agreement”) with GSC Group, pursuant to which GSC Group, as our administrator, has agreed to furnish us with the facilities and administrative services necessary to conduct our day-to-day operations and provide managerial assistance on our behalf to those portfolio companies to which we are required to provide such assistance. Our allocable portion is based on the proportion that our total assets bears to the total assets or a subset of total assets administered by our administrator.
For the year ended February 29, 2008, we accrued $0.9 million of administrator expenses pertaining to bookkeeping, record keeping and other administrative services provided to the Company in addition to our allocable portion of rent and other overhead related expenses. GSC Group has agreed not to be reimbursed by the Company for any expenses incurred in performing its obligations under the Administration Agreement until the Company’s total assets exceeds $500 million. Additionally, the Company’s requirement to reimburse GSC Group is capped such that the amounts payable, together with the Company’s other operating expenses, will not exceed an amount equal to 1.5% per annum of the Company’s net assets attributable to the Company’s common stock. Accordingly, for the year ended February 29, 2008, we have recorded $0.9 million in expense reimbursement under the Administration Agreement in the accompanying consolidated statement of operations.
On March 23, 2007, the Manager provided the Company with a Notification of Fee Reimbursement (the “Expense Reimbursement Agreement”). The Expense Reimbursement Agreement provides for the Manager to reimburse the Company for operating expenses to the extent that our total annual operating expenses (other than investment advisory and management fees, interest and credit facility expenses, and organizational expense) exceed an amount equal to 1.55% of our net assets attributable to common stock. The Manager is not entitled to recover any
F-17
GSC INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
reimbursements under this agreement in future periods. The term of the Expense Reimbursement Agreement is for a period of 12 months beginning March 23, 2007 and for each fiscal tax year.twelve months period thereafter unless otherwise agreed by the Manager and the Company. For the year ended February 29, 2008, we have recorded $0.9 million in expense reimbursement under the Expense Reimbursement Agreement in the accompanying consolidated statement of operations. As of February 29, 2008, $0.9 million of such expense reimbursement was due from the Manager. On April 15, 2008, the Manager and the Company agreed not to extend the agreement for an additional twelve month period and terminated the Expense Reimbursement Agreement as of March 23, 2008.
| Note 7. | Borrowings |
As a BDC, we are only allowed to employ leverage to the extent that our asset coverage, as defined in the 1940 Act, equals at least 200% after giving effect to such leverage. The amount of leverage that we employ at any time depends on our assessment of the market and other factors at the time of any proposed borrowing.
On April 11, 2007, we formed GSC Investment Funding LLC (“GSC Funding”), a wholly owned consolidated subsidiary of the Company, through which we entered into a revolving securitized credit facility (the “Revolving Facility”) with Deutsche Bank AG, as administrative agent, under which we may borrow up to $100 million. A significant percentage of our total assets have been pledged under the Revolving Facility to secure our obligations thereunder. Under the Revolving Facility, funds are borrowed from or through certain lenders at prevailing commercial paper rates or, if the commercial paper market is at any time unavailable, at prevailing LIBOR rates, plus 0.70% payable monthly. We also pay an unused commitment fee equal to 0.225% payable monthly. As of February 29, 2008, there was $78.5 million outstanding under the Revolving Facility and the Company continues to be in compliance with all of the limitations and requirements of the Revolving Facility. For the year ended February 29, 2008, we recorded $4.0 million of interest expense and $0.2 million of amortization of deferred financing costs related to the Revolving Facility and the interest rates on the outstanding borrowings ranged from 4.22 to 6.44%.
On May 1, 2007, we formed GSC Investment Funding II LLC (“GSC Funding II”), a wholly owned consolidated subsidiary of the Company, through which we entered into a $25.7 million term securitized credit facility (the “Term Facility” and, together with the Revolving Facility, the “Facilities”) with Deutsche Bank AG, as administrative agent, which was fully drawn at closing. A significant percentage of our total assets were pledged under the Term Facility to secure our obligations thereunder. The Term Facility bears interest at prevailing commercial paper rates or, if the commercial paper market is at any time unavailable, at prevailing LIBOR rates, plus 0.70%, payable quarterly. For the year ended February 29, 2008, we recorded $0.6 million of interest expense and $0.3 million of amortization of deferred financing costs related to the Term Facility.
Each of the Facilities contain limitations as to how borrowed funds may be used, such as restrictions on industry concentrations, asset size, payment frequency and status, average life, collateral interests and investment ratings. The Facilities also include certain requirements relating to portfolio performance the violation of which could result in the early amortization of the Facilities, limit further advances (in the case of the Revolving Facility) and, in some cases, result in an event of default, allowing the lenders to accelerate repayment of amounts owed thereunder.
On December 12, 2007, the Company consolidated its Facilities by using the proceeds of a draw under the Revolving Facility to repay and terminate the Term Facility and transferring all assets in GSC Funding II to GSC Funding. The Company’s aggregate indebtedness and cost of funding were unchanged as a result of this consolidation. In connection with the termination of the Term Facility, the Company expensed $0.3 million of unamortized deferred financing costs.
F-18
GSC INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| Note 8. | Interest Rate Cap Agreements |
In April and May 2007, pursuant to the requirements of the Facilities, GSC Funding and GSC Funding II entered into interest rate cap agreements with Deutsche Bank AG with notional amounts of $34 million and $60.9 million at costs of $75,000, and $44,000, respectively. In May 2007 GSC Funding increased the notional under its agreement from $34 million to $40 million for an additional cost of $12,000. The agreements expire in February 2014 and November 2013 respectively. These interest rate caps are treated as free-standing derivatives under FAS 133 and are presented at their fair value on the consolidated balance sheet and changes in their fair value are included on the consolidated statement of operations.
The agreements provide for a payment to the Company in the event LIBOR exceeds 8%, mitigating our exposure to increases in LIBOR. With respect to calculating the payments under these agreements, the notional amount is determined based on a pre-determined schedule set forth in the respective agreements which provides for a reduction in the notional at specified dates until the maturity of the agreements. As of February 29, 2008 we did not receive any such payments as the LIBOR has not exceeded 8%. At February 29, 2008, the total notional outstanding for the interest rate caps was $86.6 million with an aggregate fair value of $0.1 million, which is recorded in outstanding interest cap at fair value on the Company’s consolidated balance sheet. For the year ended February, 29, 2008, the Company recorded $0.05 million of unrealized depreciation on derivatives in the consolidated statement of operations related to the change in the fair value of the interest rate cap agreements.
The table below summarizes our interest rate cap agreements as of February 29, 2008 (dollars in thousands):
| Interest | Fair | |||||||||||||||||
Instrument | Type | Notional | Rate | Maturity | Value | |||||||||||||
| Interest Rate Cap | Free Standing Derivative | $ | 40,000 | 8.0 | % | Feb 2014 | $ | 51 | ||||||||||
| Interest Rate Cap | Free Standing Derivative | 46,637 | 8.0 | Nov 2013 | 26 | |||||||||||||
| Net fair value | $ | 77 | ||||||||||||||||
| Note 9. | Warehouse Agreement — Off Balance Sheet Agreement |
On November 2, 2007, the Company engaged an investment bank to structure and raise a collateralized loan obligations fund (“CLO Fund”) in which the Company will be subjectthe portfolio manager and sole equity investor.
Simultaneously, the Company entered into a warehouse agreement with an affiliate of the investment bank (the “Warehouse Provider”) under which the Warehouse Provider agreed to purchase assets identified by the Company for resale to the CLO Fund on the CLO Fund closing date. As a nondeductible federal excise taxcondition of 4% ifthe warehouse financing, the Company agreed to pledge cash collateral to the Warehouse Provider in an amount equal to 15% of the purchase price of the warehoused assets up to $30 million to cover realized losses (if any) on the portfolio prior to the sale of the portfolio to the CLO Fund. In return, the Company received all interest income and realized gains from the warehoused assets less expenses, including financing charges paid to the warehouse provider, and realized losses. The warehouse arrangements were terminated when the GSCIC CLO closed on January 22, 2008. For the year ended February 29, 2008, we do not distribute at least 98%recorded $0.7 million of net realized gain in connection with our investment in the warehousing arrangement.
| Note 10. | Directors Fees |
The independent directors receive an annual fee of $40,000. They also receive $2,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting and receive $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each committee meeting. In addition, the chairman of the Audit Committee receives an annual fee of $5,000 and the chairman of each other committee receives an annual fee of $2,000 for their additional services in these capacities. In addition, we have purchased directors’ and officers’ liability insurance on behalf of our investment company taxable incomedirectors and officers.
F-19
GSC INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Independent directors have the option to receive their directors’ fees in any calendar year and 98%the form of our capital gaincommon stock issued at a price per share equal to the greater of net incomeasset value or the market price at the time of payment. No compensation is paid to directors who are “interested persons.” For the year ended February 29, 2008 we accrued $0.3 million for each one-year period ending on October 31.
| Note 11. | Stockholders’ Equity |
On May 16, 2006, GSC Group capitalized the evaluation of tax positions taken or expected to be takenLLC, by contributing $1,000 in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. Adoption of FIN 48 is requiredexchange for fiscal years beginning after December 15, 2006 and is to be applied to67 shares, constituting all open tax years as of the effective date.issued and outstanding shares of the LLC.
On March 20, 2007, the Company issued 959,955 and 81,362 shares of common stock, priced at $15.00 per share, to GSC Group and certain individual employees of GSC Group, respectively, in exchange for the general partnership interest and a limited partnership interest in GSC Partners CDO III GP, LP, collectively valued at $15.6 million. At this time, management has evaluated the implications of FIN 48 and has determined that all uncertain tax positions have been properly presented and disclosed67 shares owned by GSC Group in the financial statements.LLC were exchanged for 67 shares of GSC Investment Corp.
On March 28, 2007, the Company completed its IPO of 7,250,000 shares of common stock, priced at $15.00 per share, before underwriting discounts and commissions. Total proceeds received from the IPO, net of $7.1 million in underwriter’s discount and commissions, and $1.0 million in offering costs, were $100.7 million.
| Note 12. | Earnings Per Share |
The following information sets forth the computation of the weighted average basic and diluted net decrease in net assets per share from operations for the year ended February 29, 2008 (dollars in thousands except per share amounts):
Basic and diluted | ||||
| Net decrease in net assets from operations | $ | (5,451 | ) | |
| Weighted average common shares outstanding | 7,761,965 | |||
| Earnings per common share-basic and diluted | $ | (0.70 | ) |
| Note 13. | Dividend |
The following table summarizes dividends declared during the 2008 fiscal year (dollars in thousands except per share amounts):
| Amount per | ||||||||||||||||
Date Declared | Record Date | Payment Date | Share* | Total Amount | ||||||||||||
| May 21, 2007 | May 29, 2007 | June 6, 2007 | $ | 0.24 | $ | 1,990 | ||||||||||
| August 14, 2007 | August 24, 2007 | August 31, 2007 | 0.36 | 2,985 | ||||||||||||
| November 15, 2007 | November 30, 2007 | December 3, 2007 | 0.38 | 3,151 | ||||||||||||
| December 28, 2007 | January 18, 2008 | January 28, 2008 | 0.18 | 1,492 | ||||||||||||
| February 20, 2008 | February 29, 2008 | March 10, 2008 | 0.39 | 3,234 | ||||||||||||
| Total dividends declared | $ | 1.55 | $ | 12,852 | ||||||||||||
| * | Amount per share is calculated based on the number of shares outstanding at the date of declaration. |
F-20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| Note 14. | Financial Highlights |
The following is a schedule of financial highlights for the period from commencement operations/IPO (March 23, 2008) to February 29, 2008:
| Per share data: | ||||
| Public offering cost at IPO, March 23, 2008 | $ | 15.00 | ||
| Sales load | (0.85 | ) | ||
| Offering cost | (0.12 | ) | ||
| Net asset value at IPO | 14.03 | |||
| Net investment income(1) | 1.30 | |||
| Net realized gains on investments and derivatives | 0.47 | |||
| Net unrealized depreciation on investments and derivatives | (2.45 | )* | ||
| Net decrease in stockholders’ equity | (0.68 | ) | ||
| Distributions declared from net investment income | (1.37 | ) | ||
| Distributions declared from net realized capital gains | (0.18 | ) | ||
| Total distributions to stockholders | (1.55 | ) | ||
| Net asset value at end of period | $ | 11.80 | ||
| Net assets at end of period | $ | 97,869,040 | ||
| Shares outstanding during of period | 8,291,384 | |||
| Per share market value at end of period | $ | 11.04 | ||
| Total return based on market value(2) | (16.07 | )% | ||
| Total return based on net asset value(3) | (11.00 | )% |
| * | Net unrealized depreciation on investments and derivatives per share amount includes the net loss incurred prior to the IPO. |
Ratio/Supplemental data: | ||||
| Ratio of net investment income to average net assets(4) | 8.11 | % | ||
| Ratio of operating expenses to average net assets(4) | 5.91 | % | ||
| Ratio of incentive management fees to average net assets | 0.64 | % | ||
| Ratio of credit facility related expenses to average net assets | 4.51 | % | ||
| Ratio of total expenses to average net assets(4) | 11.05 | % |
| (1) | Net investment income excluding expense reimbursement equals $1.08 per share. | |
| (2) | For the year ended February 29, 2008, the total return based on market value equals the decrease in market value at February 29, 2008, of $3.96 per share over the IPO offering price per share at March 23, 2007, of $15.00, plus the declared dividends of $0.24, $0.36, $0.38, $0.18, and $0.39 per share for stockholders of record on May 29, 2007, August 24, 2007, November 30, 2007, January 18, 2008, and February 29, 2008, respectively, divided by the IPO offering price per share. Total return based on market value is not annualized. | |
| (3) | For the year ended February 29, 2008, the total return based on net asset value equals the change in net asset value during the period plus the declared dividends of $0.24, $0.36, $0.38, $0.18, and $0.39 per share for stockholders of record on May 29, 2007, August 24, 2007, November 30, 2007, January 18, 2008, and February 29, 2008, respectively, divided by the beginning net asset value during the period. Total return based on net asset value is not annualized. | |
| (4) | For the year ended February 29, 2008, incorporating the expense reimbursement arrangement, the ratio of net investment income, operating expenses, total expenses to average net assets is 9.63%, 4.31%, and 9.45%, respectively. |
F-21
GSC INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| Note 15. | Related Party Transactions |
As of February 28, 2007, the due to affiliate balance of $73,810 includes$0.1 million included amounts paid by the Manager on behalf of the LLC for certain organizational expenses and offering costs.
On March 21,20, 2007, the Company entered into an Investment Advisoryissued 959,955 and Management Agreement (the “Management Agreement”) with the Manager pursuant to which the Manager will act as the investment advisor to the Company and manage the investment and reinvestment activities of the Company, subject to the supervision of the board of directors of the Company. The Manager shall have the power and authority on behalf of the Company to effectuate investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. The initial term of the Management Agreement is 2 years and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of the board of directors, or by the vote of shareholders holding a majority of the outstanding voting securities of the Company, and the vote of a majority of the Company’s Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of any party to this Agreement, in accordance with the requirements of the 1940 Act.
On May 1, 2007,January 10, 2008, GSC Group notified our Dividend Reinvestment Plan Administrator that it was electing to receive dividends and other distributions in cash (rather than in additional shares of common stock) with respect to all shares of stock held by it and the Company, as performance guarantor,investment funds under its control. For the year ended February 29, 2008, GSC Funding II, as borrower,Group received 35,911 of additional shares under the dividend reinvestment plan. As of February 29, 2008, GSC Group and GSCP (NJ), L.P., as servicer,its affiliates own approximately 12% of the outstanding common shares of the Company.
On January 22, 2008, we entered into a creditcollateral management agreement (the “GSC Funding II Credit Agreement”) with Deutsche Bank AG, New York branch,GSCIC CLO pursuant to which we will act as administrative agent, U.S. Bank National Association,collateral manager to it. In return for our collateral management services, we are entitled to a senior collateral management fee of 0.10% and a subordinate collateral management fee of 0.40% of the outstanding principal amount of GSCIC CLO’s assets, to be paid quarterly to the extent of available proceeds. We are also entitled to an incentive management fee equal to 20% of excess cash flow to the extent the GSCIC CLO subordinated notes receive an internal rate of return equal to or greater than 12%. We do not expect to enter into additional collateral management agreements in the near future.
| Note 16. | Selected Quarterly Data (Unaudited) |
| 2008 | ||||||||||||||||
| Qtr 4 | Qtr 3 | Qtr 2 | Qtr 1 | |||||||||||||
| ($ in thousands, except per share numbers) | ||||||||||||||||
| Interest and related portfolio income | $ | 5,520 | $ | 5,882 | $ | 5,882 | $ | 4,102 | ||||||||
| Net investment income | 2,562 | 3,070 | 3,157 | 1,958 | ||||||||||||
| Net realized and unrealized gain (loss) | (11,972 | ) | (2,009 | ) | (3,939 | ) | 1,722 | |||||||||
| Net increase (decrease) in net assets resulting from operations | (9,410 | ) | 1,061 | (782 | ) | 3,680 | ||||||||||
| Net investment income per common share at end of each quarter | $ | 0.32 | $ | 0.37 | $ | 0.38 | $ | 0.23 | ||||||||
| Net realized and unrealized gain (loss) per common share at end of each quarter | $ | (1.46 | ) | $ | (0.24 | ) | $ | (0.47 | ) | $ | 0.21 | |||||
| Dividends declared per common share | $ | 0.57 | $ | 0.38 | $ | 0.36 | $ | 0.24 | ||||||||
| Net asset value per common share | $ | 11.80 | $ | 13.51 | $ | 13.76 | $ | 14.21 | ||||||||
| Note 17. | Subsequent Events |
For all of our senior secured notes issued by Terphane Holdings, Corp. we have identified trades in the market subsequent to year end at amounts significantly below our year end carrying values. At year end these notes were fair valued in accordance with our valuation policy for investments for which market quotations are not readily available as trustee and back-up servicer, anddiscussed in Note 2. These notes had been determined to have an aggregate fair value of $9.6 million. as of year end. If we were to value our investment in the commercial paper lenders and financial institutions from time to time party thereto. The notes solely based upon the limited market quotations available as of May 16, 2008, the carrying value of our investment in such notes would be $6.3 million.
F-22
GSC Funding II Credit Agreement provides for a $25,708,119 term securitized credit facility. The GSC Funding II Credit Agreement contains certain negative covenants, customary representations and warranties, affirmative covenants and events of default.INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
On April 2008, Advantage Partners, LLP, an Asia-based private equity firm (“Advantage”), and GST AutoLeather, Inc., (“GST”), a subsidiary of SILLC, announced that Advantage was purchasing GST from SILLC. In May 1, 2007,2008, we received a notification of repayment, at par, of the Company, as performance guarantor, GSC Funding, as borrower,SILLC Second Lien Term Loan on May 23, 2008. This repayment will result in the reversal of $2.6 million unrealized depreciation we recorded for the year ended February 29, 2008 and the Manager, as servicer, entered into Amendment No.1 to the Credit Agreement dated April 11, 2007 with Deutsche Bank AG, New York branch, as the committed lender, managing agent and administrative agent.a realized gain of $2.0 million.
F-23