UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________
 
FORM 10-K
Form 10-K
_______________________
 
x
þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 2007

2009
¨
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from           to
Commission File No. 001-33376

_______________________

GSC Investment Corp.
(Exact name of Registrant as specified in its charter)

_______________________

Maryland
 
20-8700615
Maryland
20-8700615
(State or other jurisdiction of

incorporation or organization)
 
(I.R.S. Employer

Identification Number)
12 East 49th Street, Suite 3200
888 Seventh Ave
New York, New York 10017
10019
(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
 
Title of Each ClassName of each exchange
Each Exchange on which registered    
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 Noxþ
     
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 Noxþ
     
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: YES  Yesxþ NO  No¨o
     
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation 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 this Form 10-K or any amendment to this Form 10-K.xo
     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o No o
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 Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  ¨                    Accelerated filer  ¨                    Non-accelerated filer  x
Large accelerated fileroAccelerated fileroNon-accelerated filerþSmaller reporting companyo
(Do not check if a smaller reporting company)
     
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes¨o Noxþ
     
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of May 21, 2007August 29, 2008 was approximately $100.2$74.5 million based upon a closing price of $13.85$10.80 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, 200718, 2009 was 8,291,384.

DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on July 8, 2009, are incorporated by reference into Part III of this Report
 

 



NOTE ABOUT REFERENCES TO GSC INVESTMENT CORP.
     
In this Annual Report on Form 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 “Risk Factors” and “Business” and elsewhere in this annual reportAnnual 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 reportAnnual Report involve risks and uncertainties, including the risks listed under “Risk Factors” herein as well as the statements as to:

 • our limitedfuture operating history;results;
• changes in economic conditions generally;
• our dependence on GSCP (NJ), L.P., our investment adviser, and ability to find a suitable replacement if our investment adviser were to terminate its investment advisory and management agreement with us;
• the existence of conflicts of interest in our relationship with GSCP (NJ), L.P. and/or its affiliates, which could result in decisions that are not in the best interests of our stockholders;
 
 •limitations imposed on our business byprospects and the prospects of our election to be treated as a BDC under the 1940 Act;portfolio companies;
 
 •changes in our business strategy;the impact of investments that we expect to make;
 
 •general volatility of the securities marketsour contractual arrangements and the market price of our common stock;relationships with third parties;
 
 •availabilitythe dependence of qualified personnel;

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• 
changes in our industry, interest rates orfuture success on the general economy;
economy and its impact on the industries in which we invest;
 
 •
the degree and natureability of our competition; andportfolio companies to achieve their objectives;
 
 •changes in governmental regulations, tax lawsour expected financings and investments;
•our regulatory structure and tax ratestreatment, including our ability to operate as a business development company and other similar matters which may affecta regulated investment company;
•the adequacy of our cash resources and working capital;
•the timing of cash flows, if any, from the operations of our portfolio companies;
•the ability of our investment adviser to locate suitable investments for us and to monitor and effectively administer our stockholders.investments; and
•continued access to our Revolving Facility.
     
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.

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TABLE OF CONTENTS

Page
   
Page
PART I
   
Item 1.Business1
Item 1A.1. Business
Risk Factors214
Item 1A. Risk Factors
18
Item 1B.
Unresolved Staff Comments3831
Item 2. Properties
Properties3831
Item 3.
Legal Proceedings3831
Item 4.
Submission of Matters to a Vote of Security Holders38
 
PART II31
   
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities3932
Item 6.
Selected Financial Data4034
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations4035
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk4346
Item 8.
Financial Statements and Supplementary Data4448
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure44
Item 9A.Controls and Procedures4448
Item 9B.Other Information44
 
PART III
Item 9A. Controls and Procedures
48
Item 9B. Other Information
48
   
PART III
Item 10.
Directors, Executive Officers and Corporate Governance4549
Item 11.
Executive Compensation5149
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters5149
Item 13.
Certain Relationships and Related Transactions, and Director Independence5249
Item 14.
Principal Accountant Fees and Services54
 
PART IV49
   
Item 15.Exhibits and Financial Statement Schedules55
PART IV
   
Signatures
Item 15. Exhibits and Consolidated Financial Statement Schedules
  5850
Financial Statements  
Signatures
54
Consolidated Financial Statements
F-1
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION

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PART I
i

PART IItem 1. Business

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 filed an electionelected and qualified to be treated as a regulated investment company (“RIC”) under subchapterSubchapter M of the Internal Revenue Code commencing with our first taxable yearof 1986, as a corporation.amended (the “Code”). 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 loan obligation (“CLO”) 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 alsoa collateralized debt obligation fund managed by our investment adviser. As of February 28, 2009, our portfolio consisted of $118.9 million of investments in 35 portfolio companies and one CLO.

Our portfolio is composedcomprised primarily of investments in leveraged loans (comprised of both first and second lien loans and mezzanine debtterm loans) issued by privatemiddle market companies and high yield bonds thatbonds. We seek 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, commercial finance companies and financial sponsors. Due to unfavorable conditions in the credit market, the majority of our trading activity over the last year has been in the secondary market. The capitalleveraged loans and high yield bonds that we provide ispurchase are generally used to fundfinance buyouts, acquisitions, growth, recapitalizations and other types of financings. First and second lientransactions. Leveraged loans are generally senior debt instruments that rank ahead of subordinated debt of the portfolio company. TheseLeveraged loans also have the benefit of security interests on 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 Service (“Moody’s”) and/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,As part of our long-term strategy, 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 subordinated 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. Investments in middle market companies are generally less liquid than equivalent investments in companies with larger capitalizations.
     
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-yieldhigh 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 obligations (“CDO”) holding debt, equity or synthetic securities.CLOs. As part of this 30%, we may also invest in debt of private middle market companies located outside the United States. Given our primary investment focus on first and second lien term loans and mezzanine debt in privateissued by 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 that we believe offer attractive yields and/or the potential for capital appreciation. As of February 28, 2009, our investment in the subordinated notes of GSC Investment Corp. CLO 2007, Ltd. (“GSCIC CLO”), a CLO we manage, constituted 17.1% of our total assets. We do not expect to manage and purchase all of the equity in another CLO transaction in the near future. We may, however, invest in CLO securities issued by other investment managers.
     As a BDC, we are required to comply with certain regulatory requirements. For instance, we have to invest at least 70% of our total assets in “qualifying assets,” including securities of U.S. operating companies whose securities are not listed on a national securities

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exchange (i.e., New York Stock Exchange, American Stock Exchange and The NASDAQ Global Market), U.S. operating companies with listed securities that have market capitalizations of less than $250 million, 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.
Investments
     As of February 28, 2009, our portfolio consisted of $118.9 million in investments. We seek to create a diversified portfolio that includes leveraged 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 28, 2009, we invested in excess of 5% of our total investments in 4 of the 35 portfolio companies and the GSCIC CLO, but in each case less than 18.8% of our total investments, and our five largest portfolio company exposures represented approximately 43.6% of our total investments. As part of our long-term strategy, we also anticipate purchasing mezzanine debt and making equity investments in middle market companies.
Leveraged loans
     Our leveraged loan portfolio is comprised primarily of first lien and second lien term loans. First lien term 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 term loans hold a first priority with regard to right of payment. Generally, first lien term loans offer floating rate interest payments, have a stated maturity of five to seven years, and have a fixed amortization schedule. First lien term loans generally have restrictive financial and negative covenants. Second lien term 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 term loans hold a second priority with regard to right of payment. Second lien term 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 term 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 term loans have less restrictive financial and negative covenants than those that govern first lien term loans.
High yield bonds
     High yield bonds are generally either senior secured or unsecured. Senior secured bonds are secured by a perfected security interest on all or substantially all of the assets of the borrower (which, however, 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 term 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.
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 be paid-in-kind interest. To the extent interest is paid-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

5

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 CLOs, 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 GSCIC CLO, a $400 million CLO managed by us that invests primarily in leveraged loans. As of February 28, 2009, the GSCIC CLO portfolio consisted of $416.0 million in aggregate principal amount of investments in 152 obligors with an average obligor exposure of $2.7 million and $9.4 million in uninvested cash. The weighted average maturity of the portfolio is 4.7 years. We do not expect to manage and purchase all of the equity in another CLO transaction in the near future. We may, however, invest in CLO securities issued by other investment managers.
Prospective portfolio company characteristics
     Our investment adviser, GSC Group, utilizes the investment philosophy of its corporate credit and distressed investment 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 corporate credit and distressed investment 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.
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.

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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, 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, Seth M. Katzenstein, and Chairman, Richard M. Hayden has discretionary authority to make purchases or sales below $10 million per issuer, subject to certain aggregate limits.
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.
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.

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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, market 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 subordinated notes or equity, 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 independently values at least one quarter of our investments each quarter so that the valuation of each investment for which market quotes are not readily available is independently valued 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 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. As of February 28, 2009, our asset coverage ratio, as defined in the 1940 Act, was 215%.
     On April 11, 2007, we entered into a $100 million revolving securitized credit facility (the “Revolving Facility”). 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

8

“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. Effective January 14, 2009, we terminated the revolving period of the Revolving Facility and commenced a two-year amortization period during which all principal proceeds from the collateral will be used to repay outstanding borrowings. At the end of the two year amortization period, all advances will be due and payable. In March 2009 we amended the Revolving Credit Facility to decrease the minimum required collateralization and increase the portion of the portfolio that can be invested in “CCC” rated investments in return for an increased interest rate and expedited amortization.
     As of February 28, 2009, we had borrowed an aggregate of $59.0 million 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. The interest margin will increase from and after the March 2009 amendment to 4.00% until March 2010 (6.00% if the commercial paper market is unavailable) and 5.00% thereafter (6.00% if the commercial paper market is unavailable).
     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 lenders and/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, (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 ordinary income earned during the 2008 calendar year and incurred federal excise taxes as a result. There were no capital gains in excess of capital losses realized during the one year period ended October 31, 2008. We expect to declare dividends payable from 2008 calendar year earnings prior to November 15, 2009 and to distribute such dividends prior to February 28, 2010. We may similarly withhold from distribution a portion of our ordinary income for the 2009 calendar year and/or portion of the capital gains in excess of capital losses realized during the one year period ending October 31, 2009, if any, 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 $2.58 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.
     Subject to certain conditions, for taxable years ending on or before December 31, 2009, we are permitted to make distributions to our stockholders in the form of shares of our common stock in lieu of cash distributions. The decision to make such distributions will be made by our Board of Directors.
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 Partners and The Blackstone Group. GSC Group specializes in complex credit-based alternative investment strategies including corporate credit, distressed investing and real estate.strategies. GSC Group is privately owned, has approximately 85 employees, and has over 180 employees with headquarters

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offices 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 registered with the U.S. Securities and Exchange Commission (the “SEC”) with approximately $25$8.2 billion of assets under management (including leverage and warehoused assets)(1) as of MarchDecember 31, 2007.2008.
     
GSC Group operates in threetwo main business lines: (i) the corporate credit and distressed investments group, which is comprised of 26provides investment professionals who manage approximately $8.5 billion of assets in leveraged loans, high yield bonds, mezzanine debtadvisory and derivative products with investments in more than 450 companies; (ii)management services to the equity and distressed investing group,Company, which is comprised of 19 investment professionals who manage approximately $1.3$7.4 billion of assets(1) in threevarious collateralized loan and debt obligation funds, credit funds, control distressed debt funds and sponsors, provides administrative services to, and acts as officers and directors of, a long/short credit strategies hedge fund;special acquisition company and (iii)(ii) the real estateEuropean Mezzanine Lending group, which is comprised of 188 investment professionals managing $15.0who manage approximately $0.8 billion of assets(1) in various synthetic and hybrid collateralized debt obligation funds, a real estate investment trust and a structured products hedge fund.mezzanine lending funds.
 
(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. In all cases, the fair value (as determined in accordance with U.S. GAAP) of the underlying assets may differ significantly from the assets under management as forth above. Assets under management does not include pooled investment vehicles comprised of asset-backed securities that are co-managed by GSC Group with a sub-advisor
Our investment adviser
We are externally managed and advised by our investment adviser, GSCP (NJ), L.P.     Our Chairman, Richard M. Hayden, and Chief Executive Officer, Thomas V. Inglesby have management responsibility for GSC Group’s corporate credit group andSeth M. Katzenstein, are senior managers of our investment adviser. Mr. Hayden is Vice Chairman of GSC Group, head of GSC Group’s European mezzanine lending group and serves on both the European CDO and European mezzanine lending group credit committees. Mr. Katzenstein is a Senior Managing Director of GSC Group, a member of the European mezzanine lending group and serves on both the GSC Investment Corp. and U.S. CDO credit committees. Mr. Hayden and Mr. InglesbyKatzenstein have over 3635 years and 2013 years experience in the financial services industry, respectively. Mr. Hayden and Mr. InglesbyKatzenstein are supported by the 2419 investment professionals within GSC Group’s corporate credit group. Additionally, the Company has access to 37 investment professionals in GSC Group’s equity and distressed investing group and GSC Group’s real estateinvestments group.
     
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 63GSC Group’s investment professionals, we also have access to over 100 GSC GroupGroup’s administrative professionals who provide assistance in accounting, legal, compliance and investor relations.
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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 May 4, 2009, GSC Group and its affiliates currently own 1,030,389owned 995,869 shares (12%) of our common stock and senior employees of GSC Group (managing director and above) owned an additional 382,425 shares (4.6%) 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 anOur 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 directors and/or our stockholders.adviser has been renewed through March 21, 2010. 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 boardBoard of directors.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. The investment advisory and management agreement renews automatically for additional one-year terms at the end of each year subject to certain approvals by our Board of Directors and/or our stockholders.
     
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

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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 credit and distressed investments group’s investment staff, the investment committee monitors investments in our portfolio.
     In April 2009, our investment adviser withheld a scheduled principal amortization payment under its credit facility, resulting in a default thereunder. Our investment adviser has initiated discussions with its secured lenders regarding a consensual restructuring of its obligations under such credit facility. While we are not directly affected by our investment adviser’s default, if it is unable to restructure its credit facility, or an acceleration of the outstanding principal balance by the lenders occurs, the ability of the investment adviser to retain key individuals and perform its investment advisory duties for us could be significantly impaired. A material adverse change in the business, condition (financial or otherwise), operations or performance of our investment adviser could constitute a default under our Revolving Facility.
Market opportunityCompetitive advantages
     
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.
• 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.

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Competitive advantages
Although we have a limited prior operating history and our investment advisor has no experience managing a BDC, we believe that through our relationship with GSC Group we enjoy several competitive advantages over other capital providers to private middle market companies.
     
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 corporate credit and distressed investments 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 credit and distressed investments 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 credit and distressed investments group has reviewed over 10601,200 new middle market loan opportunities, including 370over 400 second lien loans. Of the loans reviewed, 307approximately 350 were purchased by the group for the clients it advises, including 54approximately 60 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,Seth M. Katzenstein, our Chief Executive Officer and a Senior Managing Director of GSC Group, has over 2013 years of middle market investingfinancial services experience, having managed leveraged loan, high-yield bond, mezzanine debt, distressed debt and private equity portfolios. In addition to Mr. Inglesby,Katzenstein, our investment committee consists of Richard M. Hayden, Robert F. Cummings, Jr., Thomas J. Libassi and Daniel I. Castro, Jr. Mr. Hayden is Vice Chairman of GSC Group, heada Director of the corporate credit groupCompany and a member of GSC Group’s management committee. 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, 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 iswho has over 35 years experience in corporate finance, Michael R. Lynch, a Senior Managing Director, Chief Administrative Officer and Chief Financial Officer of GSC Group, in the equitywho has over 30 years corporate finance experience and distressed debt group and has 23 years of experience managing high-yield and distressed debt portfolios. Mr. Castro isAlexander B. Wright, a Managing Director of GSC Group, in the real estate group. Mr. Castrowho has over 24 years of experience investing in debt products and was, until 2004, on the Institutional Investor All-American Fixed Income Research Team every year since its inception in 1992.
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Extensive transaction sourcing network and relationships with middle market lenders
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.
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.corporate finance experience.
     
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 for 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 boards and/or served in other senior management roles.

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InvestmentsCompliance policies
     
As of May 1, 2007, our portfolio consisted of $212.7 million in assets.  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 capital in each investment, although the investment sizes may be more or less than the targeted range. As of May 1, 2007, we invested in excess of 5% of our capital in 4 of our 44 investments, but in each case less than 11% of our capital, and our five largest investments represented approximately 38% of our total assets.  We also anticipate making equity investments in private middle market companies. In 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.
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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.
Senior secured 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
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 share pari passu in 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.
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 be paid-in-kind interest. To the extent interest is paid-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.
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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.

Prospective portfolio company characteristics
Our investment adviser utilizes the disciplined investment philosophy of GSC Group’s corporate credit group in identifying and selecting portfolio company investments. Our portfolio companies generally have one of 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, our investment adviser employs the same investment philosophy and portfolio management methodologies used by GSC Group’s corporate credit group.  Through this rigorous and consistent investment selection process, based on extensive quantitative and qualitative analysis, we seek to identify those issuers exhibiting superior fundamental risk-reward profiles and strong defensible business franchises with the goal of minimizing principal losses while maximizing risk-adjusted returns. Our 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.
The investment process of GSC Group’s corporate credit group includes the following steps:
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Initial screening.  A brief analysis identifies the investment opportunity and reviews the merits of the transaction. The initial screening memorandumprovides 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:
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• 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.
In addition to various risk management and monitoring tools, GSC Group normally grades all investments using a 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 assets that hold senior positions in the capital structure and, typically, have low financial leverage and/or strong historical operating performance; 2.00-3.00 represents assets that hold relatively senior positions in the capital structure, either senior secured, senior unsecured, or senior subordinate, and have moderate financial leverage and/or are performing at or above expectations; 3.00-4.00 represents assets that are junior in the capital structure, have moderate financial leverage and/or are performing at or below expectations; and 4.00-5.00 represents assets that are highly leveraged and/or have poor operating performance. Our 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.
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As of May 1, 2007, the weighted average rating of the investments in our portfolio was approximately 2.7B and the weighted average yield of such investments was approximately 11.5%. A weighted average score of 2.7B reflects our investment adviser’s belief that our portfolio is performing well. No asset in our portfolio is currently in payment default or delinquent on any payment obligations.
Investment structure
Once our investment adviser determines that a prospective portfolio company is suitable for investment, it works with the management of that company and its other capital providers, including senior, junior, and equity capital providers, to structure an investment. Our investment adviser negotiates among these parties to agree on how our investment is expected to perform relative to the other capital in the portfolio company’s capital structure.
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.


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: (i) maintenance leverage covenants requiring a decreasing ratio of debt to cash flow; (ii) maintenance cash flow covenants requiring an increasing ratio of cash flow to the sum of interest expense and capital expenditures; and (iii) debt incurrence prohibitions, limiting a company’s ability to re-lever. In addition, limitations on asset sales and capital expenditures should prevent a company from changing the nature of its business or capitalization without consent.
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.  While a majority of our portfolio is currently comprised of investments for which market quotations are readily available, we expect that over time, the majority of our investments will be comprised of investments for which market quotations are not readily available.  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, a third party independent valuation firm and our audit committee. We may also be required to value any publicly traded investments at fair value as determined in good faith by our board of directors to the extent necessary to reflect significant events affecting the value of those investments.  Determinations of fair value may involve
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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, 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, 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 adversely affected if the determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such investments.
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;
• Preliminary valuation conclusions are documented and discussed with our senior management;
• 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;
• The audit committee of our board of directors reviews each preliminary valuation and our investment adviser and independent valuation firm (if applicable) will respond and 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.
Ongoing relationships with and monitoring of portfolio companies

Our investment adviser will closely monitor each investment the Company makes, maintain a regular dialogue with both the management team and other stockholders and seek specifically tailored financial reporting. In addition, senior investment professionals of GSC Group may take board seats or board observation seats when appropriate.
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 28, 2007, we had no outstanding borrowings.
On April 11, 2007, we entered into a revolving securitized credit facility (the “Revolving Facility”) under which we may borrow up to $100 million, which amount may be increased to $130 million subject to certain conditions. Advances under the Revolving Facility were used to
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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. The Revolving Facility is secured by collateral that we currently own and the collateral acquired by us with the advances under the Revolving Facility.  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.
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 to purchase $59.3 million in aggregate principal amount of debt investments from CDO Fund I.  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.
Each of the Facilities contain limitations as to how borrowed funds may be used, such as restrictions on geographic and industry concentrations, asset size, payment frequency and status, average life, collateral interests and investment ratings.  In addition, our financing relies on Rule 3a-7 under the 1940 Act which prohibits us from, among other things, directing either of the Facilities to acquire, or dispose of investments for the primary purpose of recognizing gains or decreasing losses resulting from market value changes, which our investment advisor may otherwise do absent such restrictions.  We are also subject to regulatory restrictions on leverage which may affect the amount of funding that we can obtain under the Facilities. The Facilities also includes 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.
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 lenders and/or securitize certain of our portfolio investments, subject to our ability to satisfy the 1940 Act restrictions on BDCs.
Portfolio management policies
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
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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 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 term of the administration agreement and the current renewal term (expiring March 2010), GSC Group has agreed to waive our reimbursement obligation under the administration agreement until our total assets exceed $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 and qualified 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 areis present and represented by proxy or (ii) more than 50% of the outstanding stock of such company.

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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.Act of 1933, as amended (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
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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.

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) 
(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)has a class of securities listed on a national securities exchange but has an aggregate market value of outstanding voting and non-voting common equity of less than $250 million.
(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.

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(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.
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(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.
     
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 an agreed-upon future date and at a price which is greater than the purchase price by an amount that reflects an agreed-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
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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 to Rule 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

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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.
An officer of our investment adviser will keep a written record of how all such proxies are voted. Our investment adviser will retain records of (1) proxy voting policies and procedures, (2) all proxy statements received (or it may rely on proxy statements filed on the SEC’s EDGAR system in lieu thereof), (3) all votes cast, (4) investor requests for voting information, and (5) any specific documents prepared or received in connection with a decision on a proxy vote. If it uses an outside service, our investment adviser may rely on such service to maintain copies of proxy statements and records, so long as such service will provide a copy of such documents promptly upon request.
Our investment adviser’s proxy voting policies are not exhaustive and are designed to be responsive to the wide range of issues that may be subject to a proxy vote. In general, our investment adviser will vote our proxies in accordance with these guidelines unless: (1) it has determined otherwise due to the specific and unusual facts and circumstances with respect to a particular vote, (2) the subject matter of the vote is not covered by these guidelines, (3) a material conflict of interest is present, or (4) it finds it necessary to vote contrary to its general guidelines to maximize stockholder value or our best interests.
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In reviewing proxy issues, our investment adviser generally will use the following guidelines:
Elections of Directors:  In general, our investment adviser will vote in favor of the management- proposed slate of directors. If there is a proxy fight for seats on a portfolio company’s board of directors, or our investment adviser determines that there are other compelling reasons for withholding our vote, it will determine the appropriate vote on the matter. We may withhold votes for directors that fail to act on key issues, such as failure to: (1) implement proposals to declassify a board, (2) implement a majority vote requirement, (3) submit a rights plan to a stockholder vote or (4) act on tender offers where a majority of stockholders have tendered their shares. Finally, our investment adviser may withhold votes for directors of non-U.S. issuers where there is insufficient information about the nominees disclosed in the proxy statement.
Appointment of Auditors:  We believe that a portfolio company remains in the best position to choose its independent auditors and our investment adviser will generally support management’s recommendation in this regard.
Changes in Capital Structure:  Changes in a portfolio company’s organizational documents may be required by state or federal regulation. In general, our investment adviser will cast our votes in accordance with the management on such proposals. However, our investment adviser will consider carefully any proposal regarding a change in corporate structure that is not required by state or federal regulation.
Corporate Restructurings, Mergers and Acquisitions:  We believe proxy votes dealing with corporate reorganizations are an extension of the investment decision. Accordingly, our investment adviser will analyze such proposals on a case-by-case basis and vote in accordance with its perception of our interests.
Proposals Affecting Stockholder Rights:  We will generally vote in favor of proposals that give stockholders a greater voice in the affairs of a portfolio company and oppose any measure that seeks to limit such rights. However, when analyzing such proposals, our investment adviser will balance the financial impact of the proposal against any impairment of stockholder rights as well as of our investment in the portfolio company.
Corporate Governance:  We recognize the importance of good corporate governance. Accordingly, our investment adviser will generally favor proposals that promote transparency and accountability within a portfolio company.
Anti-Takeover Measures:  Our investment adviser will evaluate, on a case-by-case basis, any proposals regarding anti-takeover measures to determine the measure’s likely effect on stockholder value dilution.
Share Splits:  Our investment adviser will generally vote with management on share split matters.
Limited Liability of Directors:  Our investment adviser will generally vote with management on matters that could adversely affect the limited liability of directors.
Social and Corporate Responsibility:  Our investment adviser will review proposals related to social, political and environmental issues to determine whether they may adversely affect stockholder value. Our investment adviser may abstain from voting on such proposals where they do not have a readily determinable financial impact on stockholder value.
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Privacy principles

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
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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

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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 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 distressed debt funds managed by GSC Group’s equitycorporate credit and distressed debtinvestments 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 estate 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
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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 Investment Advisers Act of 1940, as amended (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.
     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- investmentco-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.

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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 guidelines and/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.
(1)the investment guidelines and/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;
(5)the level of available cash for investment with respect to the particular client 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
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conflicts of interest in our relationship with our investment adviser and/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.
We are not required to include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting in this Annual Report pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this Annual Report.

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 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 at 1-800-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 following e-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 on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 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.

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Item 1A. Risk Factors
     


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Item 1A.
Risk Factors
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 current economic and market conditions
Economic recessions, including the current global recession, could impair our portfolio companies and harm our operating results.
     The U.S. economy is in the midst of a severe recession that is expected to continue until late 2009 or 2010. Many of the companies in which we have made or will make investments are susceptible to economic slowdowns or recessions. An economic recession, including the current and any future recessions or economic slowdowns, may affect the ability of a company to repay our loans or engage in a liquidity event such as a sale, recapitalization, or initial public offering. Our nonperforming assets are likely to increase and the value of our portfolio is likely to decrease during these periods. Current adverse economic conditions also have decreased the value of any collateral securing our loans, if any, and a prolonged recession or depression may further decrease such value. 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. These conditions are contributing to, and if prolonged could lead to further, losses of value in our portfolio and a decrease in our revenues, net income, assets and net worth.
Declining asset values and illiquidity in the corporate debt markets have adversely affected, and may continue to adversely affect, the fair value of our portfolio investments, reducing the value of our assets.
     As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair market value as determined in good faith by the Board of Directors. Decreases in the values of our investments are recorded as unrealized depreciation. The continuing unprecedented declines in asset values and liquidity in the corporate debt markets have resulted in significant net unrealized depreciation in our portfolio. As of February 28, 2009, conditions in the debt markets had continued to deteriorate and pricing levels continued to decline. As a result, we have incurred and, depending on market conditions, we may continue to incur, significant unrealized depreciation in our portfolio, which could have a material adverse impact on our business, financial condition and results of operations.
Ratings downgrades in our portfolio could require us to liquidate assets or face a default under the Revolving Facility.
     The amount that may be outstanding under our Revolving Facility at any time (our “Borrowing Base”) is based on, among other things, the value of the pledged collateral. (See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources” in this Annual Report for details). If securities deemed to have a rating of Caa2 or below by Moody’s comprise in excess of 30% of the value of the collateral, such excess Caa2 rated securities are deemed to have a value of zero when calculating the Borrowing Base. The economic recession and resultant stress on our portfolio companies has resulted in a large number of our portfolio companies being downgraded by one or more rating agencies, and continued economic stress may result in additional downgrades in the future. As of February 28, 2009, approximately 23.4% of the collateral was deemed to be rated Caa2 or below by Moody’s and a further 29.5% of the collateral was deemed to be rated Caa1. In some cases, we feel that these ratings do not reflect the underlying strength of the investment; in other cases, we feel that current market conditions preclude obtaining a fair sale price for the investment.
     Once the 30% threshold is reached, any additional Caa2 downgrades would cause our Borrowing Base to decrease, and may result in the Borrowing Base being less than our outstanding borrowings. In such circumstances, we would be required to repay the excess borrowing within a prescribed time limit or increase our Borrowing Base by pledging more collateral. Failure to cure a Borrowing Base violation within the prescribed time limit constitutes a default under the Revolving Facility and may result in an acceleration of all outstanding loans. If we are unable to promptly repay the accelerated loans, our lenders could liquidate the collateral.

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The current severe capital markets disruption has limited our ability to obtain new equity capital and alternative sources of leverage.
     The U.S. capital markets have been experiencing extreme volatility and disruption for more than 12 months, as evidenced by a lack of liquidity in the debt capital markets, significant write-offs in the financial services sector, the re-pricing of risk in the credit markets and the failure of major financial institutions. This prolonged period of financial market illiquidity has had, and will continue to have, an adverse effect on our business, financial condition, and results of operations. We have been unable to find new or alternative sources of leverage to supplement or replace our Revolving Facility, which entered into its amortization period in January 2009. The current bear market in equities has made equity capital difficult or impossible to raise, as our stock has been trading below net asset value, and, under the 1940 Act, we are generally unable to issue and sell our common stock at a price below net asset value per share. If our lender is unable to fund our existing debt in the commercial paper market, the cost of our Revolving Facility may also increase. These events have, and will continue to have, negative repercussions on our operating results and on our ability to grow.
Our common stock could be delisted from the New York Stock Exchange if our average market capitalization over 30 consecutive trading days is below $15 million.
     In order to maintain our listing on the New York Stock Exchange (“NYSE”), we must continue to meet the NYSE minimum average market capitalization requirement. At February 28, 2009, our minimum average market capitalization over the preceding 30 consecutive trading days was $19.5 million. If the average market capitalization over 30 consecutive trading days falls below $15.0 million, our common stock may be delisted, which could (i) reduce the liquidity and market price of our common stock; (ii) negatively impact our ability to raise equity financing and access the public capital markets; and (iii) materially adversely impact our results of operations and financial condition.
Risks related to our business
     
We are a newly-incorporated Maryland corporation with no operating history.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.
     Our investment adviser and our Board of Directors in their best judgment nevertheless may determine to use leverage if they expect that the benefits to our stockholders of maintaining the leveraged position will outweigh the risks.

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We were incorporated in March 2007need to find alternative sources of leverage and/or access the equity markets to maintain and commencedgrow our operations that same month. Webusiness.
     Our Revolving Facility entered its amortization period effective January 14, 2009. During the amortization period, all principal proceeds of our pledged investments are subjectused to allreduce the outstanding borrowings under the Revolving Credit Facility. On the second anniversary of the amortization period, all remaining outstanding borrowings under the Revolving Credit Facility will become due and payable. As a result of these mandatory repayments, our investment portfolio will begin to de-leverage commencing with the payment of the first principal proceeds on our portfolio, and must be completely deleveraged in two years, unless we can obtain an alternative source of financing. Given the unfavorable conditions in the credit markets, there is no guarantee we will be able to secure new financing in the immediate future or, if we are able to obtain financing, that the terms of such financing will be commensurate with the terms of the Revolving Credit Facility. Because our ability to generate net investment income is based, in part, on the use of relatively inexpensive financing available under the Revolving Credit Facility to purchase portfolio assets, the amortization of the Revolving Credit Facility will negatively impact our ability to generate investment income (and pay dividends) in the future.
     Because the amount of leverage we can employ is limited by the 1940 Act, our ability to grow depends on raising additional equity capital notwithstanding the availability of additional leverage. An inability to successfully access the capital markets will limit our ability to grow our business risks and uncertainties associated withfully execute our business strategy.
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.
     A large percentage of our portfolio is, and we expect will continue to 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 newcollateral, the portfolio company’s ability to make payments and its earnings, the markets in which the portfolio company does business, includingmarket 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 riskvalues 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 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 not achieveincur 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 objectives and thatadviser incentive compensation for a fiscal quarter even if there is a decline in the value of yourour 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.

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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 (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) 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 decline substantially.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.

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 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 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. 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 imposes on us as a BDC. As a result of this competition, we may not be able to replicate GSC Group’s historical performance.
Our primary focus in making investments differstake advantage of attractive investment opportunities from those of other private funds that are or have been managed by GSC Group’s investment professionals. Further, our investors are not acquiring an interest in other GSC Group funds.  Accordingly,time to time, and we cannot assure you that we will replicate GSC Group’s historical performance,be able to identify and make investments that meet our investment objectives.
     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 competelose investment opportunities 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 credit loss. As a result of operating in such a competitive environment, we may make investments that are on better terms to 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 investment vehiclesrespect to the proportion 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 focusour assets that overlaps with our focus, and may be invested in securities of a single issuer. To the extent that we assume large positions in the future sponsor or manage additionalsecurities of a small number of issuers, our net asset value may fluctuate to a greater extent than that of a diversified investment vehicles with an overlapping focus to ours, which, in each case, couldcompany as a result in us competing for access to the benefits that we expect our relationship with GSC Group to provide to us.
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 themchanges in the course of their investment and portfolio management activities. The departure of a significant numberfinancial 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 professionals of GSC Group, could havecompany. However, we intend to comply with the diversification requirements imposed by the Code for qualification as 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.RIC.

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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.
     
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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.
There are conflicts of interest in our relationship with our investment adviser and/or GSC Group that could cause them to make decisions that are not in the best interests of our stockholders.
     Subject to the restrictions of the 1940 Act, we may co-invest in investments of portfolio companies on a concurrent basis with other investment vehicles managed by GSC Group. Similarly a GSC Group-managed investment vehicle may, in certain circumstances, invest in securities issued by a company in which we have made, or are making, an investment. Similarly, in certain circumstances, we may invest in securities issued by a company in which another GSC Group-managed investment vehicle has made an investment. Although certain such investments may present conflicts of interest, we nonetheless may pursue and consummate such transactions. These conflicts may include:
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 the size of our relative investments varies 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.
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 separately 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 matters 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 or overlap with ours. Investment opportunities that may be of interest to us 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

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interests in other investment vehicles it manages, including greater capital commitments 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 best interest.
Cross-Trading.Subject to applicable law, we may engage in transactions directly with other investment vehicles managed by GSC Group, including the purchase or sale of all or a portion of a portfolio investment. Cross-trades can save us brokerage commissions and, in certain cases, related transaction costs. Cross-trades between affiliates may create conflicts of interest with respect to certain terms of the transaction, including price. The 1940 Act imposes substantial restrictions on cross-trades between us and investment vehicles managed by GSC Group. As a result, our Board of Directors has adopted cross-trading procedures designed to ensure compliance with the requirements of the 1940 Act and will regularly review the terms of any cross-trades.
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.
We are dependent upon our investment adviser and its personnel.
     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 raise capital.
Weachieve our investment objectives. In addition, we cannot assure you that our investment adviser will needremain our investment adviser or that we will continue to periodically access the capital markets to raise cash to fund new investments. Unfavorable economic conditions could increase our funding costs, limit ourhave access to the capital marketsGSC Group’s investment professionals or resultits information and deal flow. In April 2009, our investment adviser withheld a scheduled principal amortization payment under its credit facility, resulting in a decision bydefault thereunder. Our investment adviser has initiated discussions with its secured lenders not to extendregarding a consensual restructuring of its obligations under such credit to us. An inability to successfully access the capital markets could limit our ability to grow our business and fully execute our business strategy and could decrease our earnings, if any.
We employ leverage.
We currently use our Facilities 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 BDCfacility. While 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 onnot directly affected by our investment adviser’s and our boarddefault, if it is unable to restructure its credit facility, or an acceleration 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. In addition, our financing subsidiaries rely on Rule 3a-7 under the 1940 Act, which prohibits us from, among other things, directing either of our financing subsidiaries to acquire, or dispose of investments for the primary purpose of recognizing gains or decreasing losses resulting from market value changes.
•The possibility that investments will have to be liquidated at less than full value or at inopportune times to comply with debt covenants.
• 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.

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Any requirement that we sell assets at a loss to redeem or pay interest or dividends on any leverage or for other reasons would reduce our net asset value and also make it difficult for the net asset value to recover. Our investment adviser and our board of directors in their best judgment nevertheless may determine to use leverage if they expect that the benefits to our stockholders of maintaining the leveraged position will outweigh the risks.
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 oroutstanding principal balance by the applicable lender.
Our investment adviser’s incentive compensation may cause it to pursue a high risk investment strategy.
The incentive fee payable tolenders occurs, the investment adviser may create an incentive forability of the investment adviser to make investments that are riskier or more speculative than wouldretain key individuals and perform its investment advisory duties for us could be the casesignificantly impaired. A material adverse change in the absencebusiness, condition (financial or otherwise), operations or performance of such compensation arrangement. The way in which the incentive fee payable to theour investment adviser is determined, which is calculated ascould constitute a percentage of the return on net 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, ifdefault under 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.Revolving Facility.
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
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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.
Many of our portfolio investments are recorded at fair value as determined in good faith by our board of directors. As a result, there is uncertainty as to the value of our portfolio investments.
We expect that, over time, a large percentage of our portfolio will be comprised of investments that are not publicly traded. The fair 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. However, we may be required to value our investments more frequently as determined in good faith by our board of directors to the extent necessary to reflect significant events affecting their value. 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, 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 adversely affected if our determinations regarding the fair value of our investments are materially higher than the values that we ultimately realize upon the sale of our investments.
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.

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There are conflicts of interest in our relationship with our investment adviser and/or GSC Group, which could result in decisions that are not in the best interests of our stockholders.
Subject to the restrictions of the 1940 Act, we may co-invest in investments of portfolio companies on a concurrent basis with other investment vehicles managed by GSC Group. Similarly a GSC Group managed investment vehicle may, in certain circumstances, invest in securities issued by a company in which we have made, or are making, an investment. Although certain such investments may present conflicts of interest, we nonetheless may pursue and consummate such transactions. These conflicts may include:

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

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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 interests. 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.
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. The GSC Group makes each investment decision separately based upon the investment objective of each of its clients.
Shared Legal Counsel.  We and a GSC Group managed investment vehicle generally engage common legal counsel in transactions in which both are participating. 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.  In particular, our investment adviser provides investment management, investment advice or other services in relation to a number of investment vehicles of GSC Group, which focus on corporate credit, distressed debt, mezzanine investments and structured finance products and have investment objectives that are similar to or overlap with ours. Investment opportunities that may be of interest to us 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 GSC Group’s other investment vehicles. GSC Group may have conflicting interests, including a larger capital commitment to, or larger fees from, another investment vehicle of GSC Group, in determining which investment vehicle should pursue the 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 buy or sell securities or otherwise participate in an investment opportunity or to take other action it might consider in our best interest.
Cross-Trading.  Subject to applicable law, we may engage in transactions directly with other investment vehicles managed by GSC Group, including the purchase or sale of all or a portion of a portfolio investment. Cross-trades can save us brokerage commissions and, in certain cases, related transaction costs. Cross-trades between affiliates may create conflicts of interest with respect to certain terms, including price, of the transaction. The 1940 Act imposes substantial restrictions on cross-trades between us and investment vehicles managed by GSC Group. As a result, our board of directors has adopted cross-trading procedures designed to ensure compliance with the requirements of the 1940 Act and will regularly review the terms of any cross-trades.
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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.
     
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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.
     
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 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 fundslimited operating history.
     We were incorporated in March 2007 and access to funding sourcescommenced our operations that same month. We 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 all of the regulatory restrictionsbusiness risks and uncertainties associated with any new business, including the risk 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 take advantage of attractive investment opportunities from time to time, and we cannot assure you that we will be able to identify and make investments that meetachieve our investment objectives.
We do not seek to compete primarily based onobjectives and that the interest rates we offer and we believe that somevalue of our competitors may make loans with interest rates that are comparable to or lower than the rates we offer.
We may loseyour investment opportunities 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 credit loss. As a result of operating in such a competitive environment, we may make investments that are on better terms to our portfolio companies than we originally anticipated, which may impact our return on these investments.

could decline substantially.
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.
Risks related to our operation as a BDC
     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.
Regulations governing our operation as a BDC will affect our ability to raise additional capital.
     We have incurred indebtedness under the Revolving 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. 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 could prohibit us from paying dividends and 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.

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     To generate cash for funding new investments, we pledged a substantial portion of our portfolio investments under the Revolving 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 securitize 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 leverage through secured or unsecured financing or securitization of our loan portfolio could limit our ability to grow our business, fully execute our business strategy and decrease our earnings, if any. We may also face a heightened risk of loss to the extent we hold a first loss position in a securitized loan portfolio. The 1940 Act may also impose restrictions on the structure of any securitization.
There is a risk that you may not receive distributions or that our distributions may not grow over time.
     As a BDC 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 stockholders 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 coverage test that is applicable to us as a BDC, we may be limited in our ability to make distributions. Further, if we invest a greater amount of assets in equity securities that do not pay current dividends, it could reduce the amount available for distribution.
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,NYSE, 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
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adviser does not havemanage any experience managing a BDC. The lack of experience of ourBDCs other than the Company, and the Company has been in operation only since March 2007. Our investment adviseradviser’s limited experience 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.

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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.
There is a risk that you may not receive distributions or that our distributions may not grow over time.
As a BDC 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 stockholders once such distributions are authorized by our board of directors and declared by
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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 coverage test that is applicable to us as a BDC, we may be limited in our ability to make distributions. Further, if we invest a greater amount of assets in equity securities that do not pay current dividends, it could reduce the amount available for distribution.

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 contracted paid-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 from paid-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 CLO 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 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.
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 Facilities 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. 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 securitized a substantial portion of our portfolio via the Facilities.  We may in the future seek to do additional securitizations. An inability
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to successfully securitize our loan portfolio could limit our ability to grow our business, fully execute our business strategy and decrease our earnings, if any. The securitization market is subject to changing market conditions and we may not be able to access this market when we would otherwise deem appropriate. Moreover, the successful securitization of our loan portfolio might expose us to losses as the residual loans in which we do not sell interests will tend to be those that are riskier and more apt to generate losses. The 1940 Act may also impose restrictions on the structure of any securitization.
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 doesthe privately held issuers will not have securities listed on a national securities exchange. In addition,exchange and the SEC has proposed a new rule that would expand the definition of eligible portfolio companies to include publicly-traded companies withpublicly traded issuers will have 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. 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.

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 trades at a discount to net asset value. The possibility that our common stock may 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.
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 Service and/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
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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 pays paid-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.

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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 position;position.; and
 
 • 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.
     
ManyThe lack 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 lossesliquidity in our portfolio and a decreaseinvestments may adversely affect our business.
     We expect to make investments 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.
private companies. A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, accelerationportion 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 equitythese 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.
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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 onelegal and other restrictions on resale, transfer, pledge or other disposition or will otherwise be less liquid than publicly traded securities. The illiquidity of our portfolio companies wereinvestments may make it difficult for us to go bankrupt, even thoughsell such investments if the need arises. In addition, if we may have structured our interest as senior debt, depending on the facts and circumstances, including the extentare required to which we actually provided managerial assistance to that portfolio company, a bankruptcy court might recharacterize our debt holding and subordinateliquidate all or a portion of our claim to that of other creditors.portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. In addition, lenders can be subjectwe may face other restrictions on our ability to lender liability claims for actions taken by them where they become too involvedliquidate an investment in a business entity to the borrower’s business or exercise control over the borrower. It is possibleextent that we or our investment adviser has or could become subjectbe deemed to a lender’s liability claim, including as a result of actions taken if we actually render significant managerial assistance.have material non-public information regarding such business entity.
     
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 principal and/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.
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 28, 2009, our investment in the subordinated notes of GSCIC CLO had a fair value of $22.3 million and constituted 18.8% of our portfolio. This investment constitutes a first loss position in a portfolio that, as of February 28, 2009, was composed of $416.0 million in aggregate principal amount of primarily senior secured first lien term loans and $9.4 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.

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     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 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
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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,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;

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 •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;
 
 • 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.
     
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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.

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The lackOur Board 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.
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.
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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 board of directorsDirectors may change our operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse.
     
Our boardBoard of directorsDirectors 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.
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 earnings or variations in operating results;
• 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.

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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 boardBoard of directorsDirectors 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 boardBoard of directorsDirectors 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.

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Our boardBoard of directorsDirectors 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 boardBoard of directorsDirectors 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.

Our governing documents also provide that our boardBoard of directorsDirectors 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 boardBoard of directorsDirectors adopts a resolution that any business combination between us and any other
36
person will be exempt from the provisions of the Maryland Business Combination Act. Although our boardBoard of directorsDirectors 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 boardBoard of directorsDirectors at any time in the future.
Item 1B. Unresolved Staff Comments
     None.



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Item 1B.Item 2. Properties
Unresolved Staff Comments
     
None.

Item 2.
Properties

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.

Item 3.Item 3. Legal Proceedings
Legal Proceedings
     
Neither we nor our investment adviser are currently subject to any material legal proceedings.

Item 4.Item 4. Submission of Matters to a Vote of Security Holders
Submission of Matters to a Vote of Security Holders
     
No matters were submitted to a vote of stockholders through the solicitation of proxies or otherwise during the fourth quarter of the fiscal year endingended February 28, 2007.2009.

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38

PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Price range of common stock
     

Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
PRICE RANGE OF COMMON STOCK
Our common stock is quoted on the New York Stock ExchangeNYSE 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.
             
      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 
             
Fiscal 2009 NAV(1) High Low
First Quarter $11.75  $10.67  $9.30 
Second Quarter $11.05  $11.05  $9.16 
Third Quarter $10.14  $10.86  $1.10 
Fourth Quarter $8.20  $3.15  $1.55 
 
(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.
HOLDERSHolders
     
As of February 28, 2007,May 4, 2009, there was one holderwere 16 holders of record and approximately 3400 beneficial holders of our common stock.
SALES OF UNREGISTERED SECURITIESDividend Policy
     Set forth below are the cash dividends declared by the Company since March 23, 2007, the date on which we commenced operations:
We did not sell any securities during the period covered by this report that were not registered under the Securities Act.
         
      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 for Fiscal 2008
   $1.55 
        
         
May 22, 2008 May 30, 2008 June 13, 2008 $0.39 
August 19, 2008 August 29, 2008 September 15, 2008 $0.39 
December 8, 2008 December 18, 2008 December 29, 2008 $0.25 
        
Total Dividends Declared for Fiscal 2009
   $1.03 
        
     
ISSUER PURCHASES OF EQUITY SECURITIES
We did not repurchase any shares of our common stock during the three months ended February 28, 2007.
DIVIDEND POLICY
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 boardBoard of directors.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.

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     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 ordinary income earned during the 2008 calendar year and incurred federal excise taxes as a result. There were no capital gains in excess of short-term capital losses),losses realized during the one year period ended October 31, 2008. We expect to declare dividends payable from 2008 calendar year earnings prior to November 15, 2009 and to distribute such dividends prior to February 28, 2010. We may similarly withhold from distribution a portion of our ordinary income for the 2009 calendar year and/or portion of the capital gains in excess of capital losses realized during the one year period ending October 31, 2009, if any, at least annually, out of the assets legally available for such distributions,and, if we may in the future decidedo so, we would expect to retain such capital gains for investment.  We cannot assure you that we will achieve results that will permit the payment of any cash distributions.  In addition, 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.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.
     Subject to certain conditions, for taxable years ending on or before December 31, 2009, we are permitted to make distributions to our stockholders in the form of shares of our common stock in lieu of cash distributions. The decision to make such distributions will be made by our Board of Directors.

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 28, 2009. 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.

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Issuer purchases of equity securities
     In December 2008, as part of our dividend reinvestment plan for our common stockholders, we purchased 126,855 shares of our common stock for $0.3 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 28, 2009.
                 
          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, 2008 through December 31, 2008  127(1)  2.23   —   — 
                 
Total
  127   2.23   —   — 
                 
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Item 6.
Selected Financial Data
(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 shares of common stock to our stockholders with respect to our dividend for the third quarter of fiscal year 2009.

Item 6. Selected Financial Data
Not applicable.     As of February 28, 2007, wethe Company (including its predecessors) had not yet commenced operations. The following selected financial and other data for the years ended February 28, 2009 and February 29, 2008 are derived from our consolidated financial statements which have been audited by Ernst & Young LLP, an independent registered public accounting firm whose report thereon is included within this Annual Report. The data should be read in conjunction with our consolidated financial statements and notes thereto, which are included elsewhere in this Annual Report, and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
GSC INVESTMENT CORP.
SELECTED FINANCIAL DATA
For the Years Ended February 28, 2009 and February 29, 2008
         
  Year Ended  Year Ended 
  February 28, 2009  February 29, 2008 
  ($ in thousands, except share and per share numbers) 
Income Statement Data:
        
Interest and related portfolio income:        
Interest $21,142  $20,744 
Management fee and other income  2,245   642 
       
Total interest and related portfolio income  23,387   21,386 
       
Expenses:        
Interest and credit facility financing expenses  2,605   5,031 
Base management and incentive management fees(1)  4,432   3,650 
Administrator expenses  961   892 
Administrative and other  2,433   2,766 
Expense reimbursement�� (1,010)  (1,789)
       
Total operating expenses  9,421   10,550 
       
Net investment income before income taxes  13,966   10,836 
Income tax expenses, including excise tax  (140)  (89)
       
Net investment income  13,826   10,747 
       
Realized and unrealized gain (loss) on investments and derivatives        
Net realized gain (loss)  (7,143)  3,908 
Net change in unrealized loss  (27,998)  (20,106)
       
Total net loss  (35,141)  (16,198)
       
Net decrease in net assets resulting from operations $(21,315) $(5,451)
       

34

         
  Year Ended  Year Ended 
  February 28, 2009  February 29, 2008 
  ($ in thousands, except share and per share numbers) 
Per Share:
        
Earnings (loss) per common share — basic and diluted(2) $(2.57) $(0.70)
Net investment income per share — basic and diluted(2) $1.67  $1.38 
Net realized and unrealized gain (loss) per share — basic and diluted(2) $(4.24) $(2.08)
Dividends declared per common share(3) $1.03  $1.55 
Balance Sheet Data:
        
Investment assets at fair value $118,912  $172,837 
Total assets  130,662   192,842 
Total debt outstanding  58,995   78,450 
Stockholders’ equity  68,014   97,869 
Net asset value per common share $8.20  $11.80 
Common shares outstanding at end of year  8,291,384   8,291,384 
Other Data:
        
Investments funded  28,260   314,003 
Principal collections related to investment repayments or sales  49,195   141,772 
Number of portfolio investments at year end  45   46 
Weighted average yield of income producing debt investments — Non-control/non-affiliate  9.7%  10.7%
Weighted average yield on income producing debt investments — Control  12.2%  8.2%
Quarterly Data
                                 
  2009 2008
  Qtr 4 Qtr 3 Qtr 2 Qtr 1 Qtr 4 Qtr 3 Qtr 2 Qtr 1
          ($ in thousands, except per share numbers)        
              (Unaudited)            
Interest and related portfolio income $5,480  $6,361  $5,835  $5,715  $5,520  $5,882  $5,882  $4,102 
Net investment income  3,288   3,887   3,455   3,195   2,562   3,070   3,157   1,958 
Net realized and unrealized gain (loss)  (17,296)  (11,438)  (6,023)  (384)  (11,972)  (2,009)  (3,939)  1,722 
Net increase (decrease) in net assets resulting from operations  (14,008)  (7,551)  (2,567)  2,811   (9,410)  1,061   (782)  3,680 
Net investment income per common share at end of each quarter $0.40  $0.47  $0.42  $0.39  $0.32  $0.37  $0.38  $0.23 
Net realized and unrealized gain (loss) per common share at end of each quarter $(2.09) $(1.38) $(0.73) $(0.05) $(1.46) $(0.24) $(0.47) $0.21 
Dividends declared per common share $—  $0.25  $0.39  $0.39  $0.57  $0.38  $0.36  $0.24 
Net asset value per common share $8.20  $10.14  $11.05  $11.75  $11.80  $13.51  $13.76  $14.21 
Item 7.
Management’s Discussion and Analysis
(1)See note 6 in consolidated financial statements.
(2)For the period ended February 29, 2008, amounts are calculated using weighted average common shares outstanding for the year of Financial Condition and Results of Operations7,761,965.
(3)Based on 8,291,384 common shares outstanding.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
     
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.

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Overview
     
GSC Investment Corp. was incorporated under theis a Maryland General Corporation Law on March 21, 2007. We havecorporation that has elected to be treated as a BDCBDC. Our investment objectives are to generate current income and capital appreciation through debt and equity investments by primarily investing in middle market companies and select high yield bonds. We have elected and qualified to be treated as a RIC under subchapter M of the 1940 Act. As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% ofCode. We commenced operations on March 23, 2007, and completed our total assets in “qualifying assets,” including securities of private U.S. operating companies or public U.S. companies whose securities are not listedIPO 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.March 28, 2007. We are only allowed to borrow amounts, with certain limited exceptions, such that our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowing. The amount of leverage that we employ will depend onexternally managed and advised by our investment adviser’s and our board of directors’ assessment of market and other factors at the time of any proposed borrowing.adviser, GSCP (NJ), L.P.
     We used the net proceeds of our initial public offering in March 2007IPO 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.investments from CDO Fund III, a CLO fund managed by our investment adviser. 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 credit 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.from CDO Fund III and CDO Fund I, a collateralized debt obligation fund managed by our investment adviser. As of February 28, 2009, our portfolio consisted of $118.9 million, principally invested in 35 portfolio companies and one CLO.
     
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.acquire. We expect our debt investments, whether in the form of first and second lien leveragedterm 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.(“PIK”). To the extent interest is paid-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 or investment management services and possibly consulting fees. Any such fees will be generated in connection with our investments and recognized as earned. We may also invest in preferred equity securities, which may, in some cases, include preferred securities that pay dividends on a current basis.
     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.
     
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On January 22, 2008 we entered into a collateral management agreement with GSCIC CLO pursuant to which we will act as its collateral manager and receive 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, 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%.
     
ExpensesWe 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 prepayments and/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.
     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 thatratio of 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; calculating our net asset value (including the cost and expenses of any independent valuation firm);

36

•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 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;GSC Group as administrator under the 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;agreement is capped to the extent we are covered by any joint insurance policies,effect that such amount, together with 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 ending March 23, 2008, we will be reimbursed by the manager for operating expenses, to the extent that operating expenses (other than investment advisory and management fees and interest expense)does not exceed an amount equal to 1.55%1.5% per annum of our net assets attributable to common stock. In addition, for the current one-year term of the administration agreement (expiring March 21, 2010), GSC Group has waived our reimbursement obligation under the administration agreement until our total assets exceed $500 million.
     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

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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.
     We will defer cash payment of any incentive fee otherwise earned by our investment adviser if, during the most recent four full fiscal quarter period 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) (before taking into account any incentive fees payable during that period) is less than 7.5% of our net assets at the beginning of such period. These calculations will be appropriately pro rated for the first three fiscal quarters of operation and adjusted for any share issuances or repurchases during the applicable period. Such incentive fee will become payable on the next date on which such test has been satisfied for the most recent four full fiscal quarters or upon certain terminations of the investment advisory and management agreement. We commenced deferring cash payment of incentive fees during the quarterly period ended August 31, 2007, and have continued to defer such payments through the current quarterly period; we have recorded a payable in respect of such deferred fees in the amount of $2.3 million as of February 28, 2009.
To the extent that any of our leveraged 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.

Financial condition, liquidity     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 capital resources
We generated cash from the net proceeds of our IPOmanagement fees and borrowings under the Facilities.  In the future, we may generate cash from future offerings of securities, future borrowingsinterest and cash flows from operations, including interest earned from the temporary investment of cash in U.S. government securities and other high-quality debt investments that mature in one year or less. In the future, we may also securitize a portion 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.
Distribution policy
We intend to qualify as a RIC under the Code, which allows us to avoid corporate-level tax on our income. To qualify as a RIC, we must distribute to our stockholderscredit facility expenses) exceeded an amount equal to at least 90%1.55% of our ordinary net taxableassets attributable to common stock.
Portfolio and investment activity
Corporate Debt Portfolio Overview(1)
         
  At February 28, 2009 At February 29, 2008
  ($ in millions)
Number of investments  42   43 
Number of portfolio companies  35   36 
Average investment size $2.3  $3.3 
Weighted average maturity  3.3  years  3.8  years
Number of industries  22   23 
Average investment per portfolio company $2.8  $4.0 
Non-Performing or delinquent investments $0.4  $— 
Fixed rate debt (% of interest bearing portfolio) $40.3 (41.8%) $57.0 (39.6%)
Weighted average current coupon  11.7%  11.6%
Floating rate debt (% of interest bearing portfolio) $56.2 (58.2%) $86.8 (60.4%)
Weighted average current spread over LIBOR  5.9%  5.6%
(1)Excludes our investment in the subordinated notes of GSCIC CLO and GSC Partners CDO GP III, LP.
     During the fiscal year ended February 28, 2009, we made 17 investments in an aggregate amount of $23.1 million in new portfolio companies and $5.2 million in investments in existing portfolio companies. Also during the fiscal year ended February 28, 2009, we had $49.2 million in aggregate amount of exits and repayments resulting in net repayments of $20.9 million for the year.
     During the fiscal year ended February 29, 2008, we made 144 investments in an aggregate amount of $314.0 million. Also during the fiscal year ended February 29, 2008, we had $141.8 million in aggregate amount of exits and repayments, resulting in net investments of $172.2 million in aggregate amount for the year.

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     Our portfolio composition at February 28, 2009 and February 29, 2008 was as follows:
Portfolio composition
                 
  At February 28, 2009 At February 29, 2008
  Percentage of Weighted Average Percentage of Weighted Average
  Total Portfolio Current Yield Total Portfolio Current Yield
First lien term loans  14.4%  6.8%  15.3%  8.1%
Second lien term loans  34.5   9.0   36.1   10.8 
Senior secured notes  21.7   11.6   18.3   11.5 
Unsecured notes  10.4   12.3   13.5   12.2 
GSCIC CLO subordinated notes  18.8   12.2   16.7   8.4 
Equity/limited partnership interests  0.2   N/A   0.1   N/A 
                 
Total  100.0%  10.2%  100.0%  10.3%
                 
     Our investment in the subordinated notes of GSCIC CLO represents a first loss position in a portfolio that, at February 28, 2009, was composed of $416.0 million in aggregate principal amount of predominantly senior secured first lien term loans. This investment is subject to unique 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”) and we do not consolidate the GSCIC CLO portfolio on our financial statements. Accordingly, the metrics below do not include the underlying GSCIC CLO portfolio investments. However, at February 28, 2009, two GSCIC CLO portfolio investments were in default and over 75.7% of the GSCIC CLO portfolio investments had a CMR (as defined below) numerical debt score of less than 2.99 and a corporate letter rating of A or B.
     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 leverage and/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 leverage and/or are performing at or above expectations;
•3.00-4.00 represents investments that are junior in the capital structure, have moderate financial leverage and/or are performing at or below expectations; and
•4.00-5.00 represents investments that are highly leveraged and/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, second lien term loans, high-yield bonds and mezzanine debt will generally 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.

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     The CMR distribution of our investments at February 28, 2009 and February 29, 2008 was as follows:
Portfolio CMR distribution
                 
  At February 28, 2009  At February 29, 2008 
  Investments at  Percentage of  Investments at  Percentage of 
Numerical Debt Score Fair Value  Total Portfolio  Fair Value  Total Portfolio 
  ($ in thousands) 
1.00 - 1.99 $8,941   7.5% $11,863   6.9%
2.00 - 2.99  33,831   28.5   87,423   50.6 
3.00 - 3.99  49,076   41.2   44,459   25.7 
4.00 - 4.99  4,614   3.9   —   — 
5.00  —   —   —   — 
N/A(1)  22,450   18.9   29,092   16.8 
             
Total $118,912   100.0% $172,837   100.0%
             
                 
  At February 28, 2009  At February 29, 2008 
  Investments at  Percentage of  Investments at  Percentage of 
Corporate Letter Rating Fair Value  Total Portfolio  Fair Value  Total Portfolio 
  ($ in thousands) 
A $4,602   3.9% $—   —%
B  36,818   30.9   112,019   64.8 
C  42,700   35.9   31,726   18.4 
D  11,668   9.8   —   — 
E  674   0.6   —   — 
F  —   —   —   — 
N/A(1)  22,450   18.9   29,092   16.8 
             
Total $118,912   100.0% $172,837   100.0%
             
(1)Predominantly comprised of our investment in the subordinated notes of GSCIC CLO.
     At February 28, 2009, 36.0% of our investments had a CMR debt score of 2.99 or below, a decline of 21.5% from February 29, 2008. The decline is mainly due to deterioration in leverage ratios and interest coverage ratios in our investments as of their latest quarterly financials and, in some cases, a decline in EBITDA as compared to a prior period. Additionally, at February 28, 2009, 41.3% of our investments were assigned a CMR letter rating of A or B, a decline of 23.5% from February 29, 2008. The migration of our investments from primarily B/C to primarily B/C/D is mainly attributable to deterioration in credit metrics as compared to the covenant tests in the applicable credit agreement or indenture.
     The following table shows the portfolio composition by industry grouping at fair value at February 28, 2009 and February 29, 2008.
Portfolio composition by industry grouping at fair value
                 
  At February 28, 2009  At February 29, 2008 
  Investments at  Percentage of  Investments at  Percentage of 
  Fair Value  Total Portfolio  Fair Value  Total Portfolio 
  ($ in thousands) 
Structured Finance Securities(1) $22,341   18.8% $28,915   16.7%
Manufacturing  14,480   12.2   15,030   8.7 
Packaging  10,070   8.5   16,370   9.5 
Consumer Products  7,843   6.6   10,021   5.8 
Oil and Gas  7,359   6.2   7,738   4.5 
Electronics  6,849   5.8   6,377   3.7 
Apparel  6,616   5.5   8,004   4.6 
Publishing  6,477   5.4   9,289   5.4 
Healthcare Services  6,010   5.0   6,040   3.5 
Metals  5,693   4.8   5,129   3.0 
Natural Resources  4,470   3.8   4,167   2.4 
Environmental  3,592   3.0   5,066   2.9 
Homebuilding  3,490   2.9   5,912   3.4 

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  At February 28, 2009  At February 29, 2008 
  Investments at  Percentage of  Investments at  Percentage of 
  Fair Value  Total Portfolio  Fair Value  Total Portfolio 
Financial Services $3,162   2.7% $3,815   2.2%
Logistics  2,134   1.8   2,688   1.6 
Food and Beverage  1,707   1.4   —   — 
Printing  1,638   1.4   —   — 
Insurance  1,493   1.3   1,700   1.0 
Building Products  1,426   1.2   2,964   1.7 
Software  773   0.6   —   — 
Education  674   0.6   1,546   0.9 
Chemicals  371   0.3   —   — 
Consumer Services  244   0.2   1,290   0.7 
Agriculture  —   —   3,850   2.2 
Automotive  —   —   22,158   12.8 
Retail  —   —   2,179   1.3 
Gaming  —   —   1,730   1.0 
Restaurants  —   —   859   0.5 
             
Total $118,912   100.0% $172,837   100.0%
             
(1)Comprised of our investment in the subordinated notes of GSCIC CLO.
     The following table shows the portfolio composition by geographic location at fair value at February 28, 2009 and 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
                 
  At February 28, 2009  At February 29, 2008 
  Investments at  Percentage of  Investments at  Percentage of 
  Fair Value  Total Portfolio  Fair Value  Total Portfolio 
  ($ in thousands) 
Midwest $31,716   26.7% $40,109   23.2%
Southeast  23,094   19.4   33,685   19.5 
Other(1)  22,449   18.9   29,092   16.8 
West  16,137   13.6   24,450   14.2 
Northeast  12,578   10.6   11,395   6.6 
International  12,165   10.2   13,739   7.9 
Mid-Atlantic  773   0.6   20,367   11.8 
             
Total $118,912   100.0% $172,837   100.0%
             
(1)Predominantly comprised of our investment in the subordinated notes of GSCIC CLO.
Results of operations
Investment income
     Total investment income was $23.4 million for the fiscal year ended February 28, 2009 versus $21.4 million for the fiscal year ended February 29, 2008, an increase of $2.0 million, or 9.3%. The increase is predominantly attributable to the management fee earned from GSCIC CLO during the fiscal year ended February 28, 2009 and the Company’s being operational for only eleven months during the fiscal year ended February 29, 2008.

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     The composition of our investment income in each period was as follows:
Investment Income
         
  Fiscal year ended 
  February 28, 2009  February 29, 2008 
  ($ in thousands) 
Interest from investments $20,967  $20,378 
Management of GSCIC CLO  2,050   599 
Interest from cash and cash equivalents and other income  370   409 
       
Total $23,387  $21,386 
       
     For the fiscal year ended February 28, 2009, total PIK income was $0.8 million. For the fiscal year ended February 29, 2008, total PIK income was $0.4 million.
Operating expenses
     Total operating expenses before manager reimbursement were $10.4 million for the fiscal year ended February 28, 2009 versus $12.3 million for the fiscal year ended February 29, 2008, a decrease of $1.9 million, or 15.4%. The composition of our operating expenses in each period was as follows:
Operating Expenses
         
  Fiscal year ended 
  February 28, 2009  February 29, 2008 
  ($ in thousands) 
Interest and credit facility expense $2,605  $5,031 
Base management fees  2,680   2,939 
Professional fees  1,166   1,410 
Incentive management fees  1,752   711 
Administrator expenses  961   892 
Insurance expenses  682   587 
Directors fees  295   314 
General and administrative expenses  290   262 
Other  —   193 
       
Total $10,431  $12,339 
       
     The decrease in interest and credit facility expense for the fiscal year ended February 28, 2009 versus the fiscal year ended February 29, 2008 was due to decreased borrowing under the Revolving Facility (please see “––Financial Condition, Liquidity and Capital Resources” below for more information). The increase in incentive management fee for the fiscal year ended February 28, 2009 versus the fiscal year ended February 29, 2008 resulted from the combination of higher net investment income and realized net short-term capital gainslower operating expenses between the two periods, and was partially offset by a decrease in excess of realized net long-term capital losses, if any, reduced by deductible expenses, on an annual basis. We intend to pay dividends on a quarterly basis. In addition, we also intend to distribute any
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realized net capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) at least annually out of the assets legally available for such distributions.
Contractual obligations
We have entered into three contracts under which we have material future commitments: the investment advisory and management agreement, pursuant to which GSCP (NJ), L.P. has agreed to serve as our investment adviser; the administration agreement, pursuant to which 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, and a license agreement with GSC Group, pursuant to which GSC Group has agreed to grant us a non-exclusive, royalty-free license to use the name “GSC” and the GSC logo. Payments under the investment advisory and management agreement are equal to (1) a percentage of the value of our total assets (other than cash and cash equivalents but including assets purchased with borrowed funds) and (2) an incentive fee based on our performance. Payments under the administration agreement are equal to an amount based upon our allocable portion of our administrator’s overhead in performing its obligations under the administration agreement, including rent and our allocable portion of the cost of our officers and their respective staffs. Each of these contracts may be terminated by either party without penalty upon 60 days written notice to the other. Further, although our Chief Financial Officer, Chief Compliance Officer, and Vice President and Secretary have certain duties to us, they also perform duties for other GSC Group-related entities.
Management and service fee
Pursuant to the investment advisory and management agreement, we pay our investment adviser a fee for investment advisory and management services consisting of two components — a base management fee and an incentive fee.

As originally adopted, the base management fee was calculated based onfees resulting from a decrease in the average value of our total net assets, and decreased professional fees.
     For the fiscal year ended February 28, 2009, we recorded $1.0 million in expense waiver and reimbursement from the administrator and Manager versus $1.8 million for the fiscal year ended February 29, 2008. The decline was due to the termination of the expense reimbursement agreement as of March 23, 2008, pursuant to which GSC Group had reimbursed the Company for operating expenses (other than investment advisory and management fees and interest and credit facility expenses) in excess of 1.55% of net assets attributable to common stock.

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Net realized gains/losses on sales of investments
     For the fiscal year ended February 28, 2009, the Company had $7.2 million of net realized losses versus $3.9 million of net realized gains for the fiscal year ended February 29, 2008. The most significant realized gains and losses for each period were the following:
                 
Fiscal year ended February 28, 2009
              Net Realized
Issuer Asset Type Gross Proceeds Cost Gain/(Loss)
          ($ in thousands)    
Key Safety Systems First Lien Term Loan $2,063  $1,857  $206 
SILLC Holdings, LLC Second Lien Term Loan  23,049   22,878   171 
EuroFresh, Inc. Unsecured Notes  2,880   6,900   (4,020)
Atlantis Plastics Films, Inc. First Lien Term Loan  3,073   6,053   (2,980)
Claire’s Stores, Inc. First Lien Term Loan  2,103   2,584   (481)
Jason Incorporated Unsecured Notes  1,581   1,700   (119)
     The most significant losses for the period are attributable to the bankruptcy of Atlantis Plastics Films, Inc. and the sale of EuroFresh Inc. Due to deteriorating performance and increased leverage, we liquidated our investment in EuroFresh, Inc. during our third quarter. Atlantis Plastics Films, Inc. filed for bankruptcy during our second quarter and was auctioned in two separate asset sales transactions during our third quarter.
                 
Fiscal year ended February 29, 2008
              Net Realized
Issuer Asset Type Gross Proceeds Cost Gain/(Loss)
          ($ in thousands)    
Sportcraft, LTD Second Lien Term Loan $9,000  $7,302  $1,698 
SILLC Holdings, LLC Senior Secured Notes  22,821   21,838     983 
McMillin Companies, LLC Senior Secured Notes  3,300   3,066   234 
     The most significant gains for the period are attributable to the repayment at par of the Sportcraft, Ltd. second lien term loan and the McMillin Companies, LLC senior secured notes and the exchange of SILLC Holdings, LLC senior secured notes for a second lien term loan.
Net unrealized appreciation/depreciation on investments
     For the fiscal year ended February 28, 2009, the Company’s investments had an increase in net unrealized depreciation of $28.0 million versus an increase in net unrealized depreciation of $20.1 million for the fiscal year ended February 29, 2008. The most significant cumulative changes in unrealized depreciation for each period were the following:
                                         
Fiscal year ended February 28, 2009
              Total Unrealized YTD Change in
Issuer Asset Type Cost Fair Value Depreciation Unrealized Depreciation
              ($ in thousands)    
GSCIC CLO Other/Structured Finance Securities $29,905  $22,341  $(7,564) $(6,480)
Jason Incorporated Unsecured Notes  13,700   9,878   (3,822)  (3,453)
Grant U.S. Holdings LLP Second Lien Term Loan  6,140   2,388   (3,752)  (2,553)
McMillin Companies, LLC Unsecured Notes  7,295   3,490   (3,805)  (2,522)
Penton Media, Inc. First Lien Term Loan  3,724   2,008   (1,716)  (1,906)
Network Communications Unsecured Notes  5,082   2,503   (2,579)  (1,884)
Terphane Holdings Corp. Senior Secured Notes  10,431   7,694   (2,737)  (1,863)
     The $6.5 million net unrealized depreciation in our investment in the GSCIC CLO subordinated notes was due to an increase in the assumed portfolio default rate and present value discount rate in our discounted cash flow model. These changes were made to reflect the current market environment for CLO equity investments and not as a result of any change in the underlying GSCIC CLO portfolio. The reasons for changes in the fair value of other portfolio investments must be considered on a case-by-case basis. However, two factors that we believe have had a significant impact on our portfolio overall are the market wide increase in interest yield as a result of risk re-pricing and the profusion of forced liquidations as loan buyers are forced to raise capital. For example, from the fiscal year ended February 29, 2008 to the fiscal year ended February 28, 2009, the Credit Suisse High Yield Index increased from an average

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yield of 10.33% to 17.85% and the Credit Suisse Leveraged Loan Index decreased from an average price of 88.33% to 65.13%. While we believe that these indices effectively illustrate the adverse general market conditions, we believe that market-wide movements are not necessarily indicative of any changes in the condition or prospects of the affected portfolio investments. Nonetheless, our valuation process requires us to take into account such conditions in determining the fair value of our portfolio.
                                         
Fiscal year ended February 29, 2008
              Total Unrealized YTD Change in
Issuer Asset Type Cost Fair Value Depreciation Unrealized Depreciation
              ($ in thousands)    
Eurofresh, Inc. Unsecured Notes $6,891  $3,850  $(3,041) $(3,041)
SILLC Holdings, LLC Second Lien Term Loan  22,865   20,283   (2,582)  (2,582)
Atlantis Plastics Films, Inc. First Lien Term Loan  6,492   4,298   (2,194)  (2,194)
Bankruptcy Management Second Lien Term Loan  4,902   3,555   (1,347)  (1,347)
McMillin Companies LLC Unsecured Notes  7,195   5,912   (1,283)  (1,283)
Grant U.S. Holdings LLP Second Lien Term Loan  5,365   4,167   (1,198)  (1,198)
     The net unrealized depreciation in Eurofresh, Inc. unsecured notes and Atlantis Plastics Films, Inc. second lien term loan were converted into realized losses upon their sale in the fiscal year ended February 28, 2009. The net unrealized depreciation in SILLC Holdings, LLC second lien term loan was reversed when the loan was repaid at par in the fiscal year ended February 28, 2009.
Net realized gains/losses on derivatives
     For the fiscal year ended February 28, 2009, the Company recorded a net realized gain on derivatives of $30,454 relating to our investment in the GSCIC CLO warehouse facility. For the fiscal year ended February 29, 2008, the Company recorded a net realized gain on derivatives of $0.7 million from the same warehouse facility (see “— Off-balance sheet arrangements” below).
Net unrealized appreciation/depreciation on derivatives
     For the fiscal year ended February 28, 2009, changes in the value of the interest rate caps purchased pursuant to the credit facilities resulted in an unrealized depreciation of $37,221 versus an unrealized depreciation of $54,266 for the fiscal year ended February 29, 2008.
Changes in net asset value from operations
     For the fiscal year ended February 28, 2009, we recorded a net decrease in net assets resulting from operations of $21.3 million versus a net decrease in net assets resulting from operations of $5.5 million for the fiscal year ended February 29, 2008. The difference is attributable to the $7.9 million increase in net unrealized depreciation on investments, the decrease of $0.7 million in net realized gains on derivatives and the increase in net realized losses on investments of $10.3 million from the earlier to the latter period, which offset the $2.0 million gain in investment income and reduction of $1.9 million in operating expenses before manager expense waiver and reimbursement. Based on 8,291,384 weighted average common shares outstanding as of February 28, 2009, our per share net decrease in net assets resulting from operations was $2.57 for the fiscal year ended February 28, 2009 versus a per share net decrease in net assets resulting from operations of $0.70 for the fiscal year ended February 29, 2008 (based on 7,761,965 weighted average common shares outstanding for the fiscal year ended February 29, 2008).
Financial condition, liquidity and capital resources
     The Company’s liquidity and capital resources have been generated primarily from the net proceeds of its IPO, advances from the Revolving Facility and the Term Facility, as well as cash equivalents but including assets purchasedflows from operations. On March 28, 2007, we completed our IPO and issued 7,250,000 common shares and received net proceeds of $100.7 million.
     On April 11, 2007, we entered into a $100.0 million revolving securitized credit facility (the “Revolving Facility”). On May 1, 2007, we entered into a $25.7 million term securitized credit facility (the “Term Facility” and, together with borrowed funds)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. In response to the market wide decline in financial asset prices, which has negatively affect the value of our portfolio, we terminated the revolving period of the Revolving Facility effective January 14, 2009 and commenced a two-year amortization period during which all principal proceeds from the collateral will be used to repay outstanding borrowings. At the end of the two most recently completed calendar quarters,year amortization period, all advances will be due and appropriately adjustedpayable. In March 2009 we amended the

44

Revolving Credit Facility to decrease the minimum required collateralization and increase the portion of the portfolio that can be invested in “CCC” rated investments in return for any share issuances or repurchases during the current calendar quarter.

The incentive fee has two parts,an increased interest rate and expedited amortization. As a result of these transactions, we expect to have additional cushion under our Borrowing Base (as defined below). If we are not able to obtain new sources of financing, however, we expect our portfolio will gradually de-lever as follows:

The first, payable quarterly in arrears, equals 20% ofprincipal payments are received, which may negatively impact our pre-incentive fee net investment income expressed as a rateand ability to pay dividends. Please see Part I, Item 1A “Risk Factors–Risks Related to Our Business–We need to find alternative sources of returnleverage and/or access the equity markets to maintain and grow our business” for more information.
     As of February 28, 2009, we had borrowed an aggregate of $59.0 million 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. The interest margin will increase from and after the March 2009 amendment to 4.00% until March 2010 (6.00% if the commercial paper market is unavailable) and 5.00% thereafter (6.00% if the commercial paper market is unavailable).
     A significant percentage of our total investments have been pledged to secure our obligations under the Revolving Facility.
     The actual amount that may be outstanding on the Revolving Facility at any given time (the “Borrowing Base”) is dependent upon the amount and quality of the collateral securing the Revolving Facility. Our Borrowing Base was $59.9 million at February 28, 2009 versus $83.6 million at February 29, 2008. The decline in our Borrowing Base during this period is mainly attributable to the decline in the value of the netpledged collateral and the downgrade of certain public ratings or private credit estimates of the pledged collateral. Pro forma for the March 2009 amendment, our Borrowing Base at February 28, 2009 would have been $72.4 million as a result of the decrease in minimum required collateralization and increase in the permissible amount of “CCC” rated investments in the collateral.
     For purposes of determining the Borrowing Base, most assets are assigned the values set forth in our most recent quarterly report filed with the SEC. Accordingly, the February 28, 2009 Borrowing Base relies upon the valuations set forth in the quarterly report for the quarter ended November 30, 2008. The valuations presented in this Annual Report will not be incorporated into the Borrowing Base until after this report is filed with the SEC. Pro forma for the March 2009 amendment and using the February 28, 2009 values, the collateral balance at February 28, 2009 would have been $62.0 million. At February 28, 2009, the Company had $6.4 million of unrestricted cash and cash equivalents that could be pledged under the Revolving Facility to increase the Borrowing Base or to repay outstanding borrowings.
     A Borrowing Base violation will occur if our outstanding borrowings exceed the Borrowing Base at any time. We can cure a Borrowing Base violation by reducing our borrowing below the Borrowing Base (by, e.g., selling collateral and repaying borrowings) or pledging additional collateral to increase the Borrowing Base. If we fail to cure a Borrowing Base violation within the specified time, a default under the Revolving Facility shall occur. Please see Part I, Item 1A. “Risk Factors–Risks Related to Current Economic and Market Conditions–Ratings downgrades in our portfolio could require us to liquidate assets or face a default under the Revolving Facility” for more information.
     Following the end of the fiscal year ended February 28, 2009, AbitibiBowater Inc. and certain of its subsidiaries, which includes Abitibi-Consolidated Company of Canada (“Abitibi”), filed voluntary petitions on April 16, 2009 in the United States under Chapter 11 of the United States Bankruptcy Code and sought creditor protection under the Companies’ Creditors Arrangement Act in Canada. At April 30, 2009, after giving effect to this filing, our pro forma Borrowing Base (pro forma for our February 28, 2009 asset values) was $57.4 million, our outstanding borrowings were $57.8 million and our pro forma unrestricted cash and cash equivalents (pro forma for payments under our Revolving Facility as of April 30, which were received in May) was $9.9 million. Two other portfolio investments have experienced adverse events that, if not cured, will result in additional decreases in our Borrowing Base of $1.3 million at the end of the immediately preceding quarter (including interest that is accrued but not yet received in cash), that exceeds a 1.875% quarterly (7.5% annualized) hurdle rate measured as of the end of each calendar quarter. Under this provision, in any calendar 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.

The second, payableMay and $7.8 million at the end of each calendar year equals 20%June. Further decreases in our Borrowing Base could result in a Borrowing Base violation that we may not be able to cure with our remaining unrestricted cash and cash equivalents.
     In April 2009, our investment adviser withheld a scheduled principal amortization payment under its credit facility, resulting in a default thereunder. Our investment adviser has initiated discussions with its secured lenders regarding a consensual restructuring of its obligations under such credit facility. While we are not directly affected by our investment adviser’s default, a material adverse change in the business, condition (financial or otherwise), operations or performance of our net realizedinvestment adviser could constitute a default under our Revolving Facility.
     Our asset coverage ratio, as defined in the 1940 Act, was 215% at February 28, 2009 versus 225% at February 29, 2008.

45

     At February 28, 2009 and February 29, 2008, the fair value of investments, cash and cash equivalents and cash and cash equivalents, securitization accounts were as follows:
                 
  At February 28, 2009  At February 29, 2008 
  Fair  Percent  Fair  Percent 
  Value  of Total  Value  of Total 
      ($ in thousands)     
Cash and cash equivalents $6,356   5.0% $1,073   0.6%
Cash and cash equivalents, securitization accounts  1,178   0.9   14,581   7.7 
First lien term loans  17,118   13.5   26,362   14.0 
Second lien term loans  41,043   32.5   62,446   33.1 
Senior secured notes  25,832   20.4   31,657   16.8 
Unsecured notes  12,381   9.8   23,280   12.4 
Other/structured finance securities  22,341   17.7   28,915   15.3 
Equity/limited partnership interests  198   0.2   176   0.1 
             
Total $126,447   100.0% $188,490   100.0%
             
     A dividend of $0.25 per share was paid on December 29, 2008, to common stockholders of record on December 18, 2008. In order to better manage the Company’s capital gains,in light of continuing volatility in the credit markets, the Board determined that, beginning with the fourth quarter of fiscal year 2009, it would determine the amount and timing of dividends, if any, computed netupon review of all realized capital lossesthe financial results of the quarter. Accordingly, the Board will consider payment of a dividend for the fourth quarter of fiscal year 2009 at its regularly scheduled May 2009 meeting. The timing and unrealized capital depreciation, in each case on a cumulative basis, less the aggregate amount of capital gains incentive fees paiddividends remains within the Board’s discretion. Subject to certain conditions, for taxable years ending on or before December 31, 2009, we are permitted to make distributions to our stockholders in the investment adviser throughform of shares of our common stock in lieu of cash distributions. The decision to make such date.distributions will be made by our Board of Directors.
Contractual obligations
     The following table shows our payment obligations for repayment of debt and other contractual obligations at February 28, 2009:
                     
      Payment Due by Period 
      Less Than 1  1-3  3-5  More Than 5 
  Total  Year  Years  Years  Years 
          ($ in thousands)         
Long-Term Debt Obligations $58,995      $58,995         
                   
Off-balance sheet arrangements

     At February 28, 2009 and February 29, 2008, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
On May 18, 2007, our board of directors approved an amendmentRecent Developments
     In March 2009 we amended the Revolving Credit Facility to decrease the investment advisoryminimum required collateralization and management agreement providing thatincrease the base management fee and incentive fee shall be computed with reference to the fiscal yearportion of the Company rather thanportfolio that can be invested in “CCC” rated investments in return for an increased interest rate and expedited amortization. As a result of these transactions, we expect to have additional cushion under our Borrowing Base. If we are not able to obtain new sources of financing, however, we expect our portfolio will gradually de-lever as principal payments are received, which may negatively impact our net investment income and ability to pay dividends. Please see Part I, Item 1A “Risk Factors–Risks Related to Our Business–We need to find alternative sources of leverage and/or access the calendar year (in orderequity markets to alignmaintain and grow our business” for more information. As a result of the fee calculation dates withamendment, the financial reporting cycle)interest margin on the Revolving Facility will increase from 0.70% over the prevailing commercial paper rate (Or LIBOR, if the commercial paper market is unavailable) to 4.00% until March 2010 (6.00% if the commercial paper market is unavailable) and 5.00% thereafter (6.00% if the commercial paper market is unavailable).
Item 7A.  Quantitative and Qualitative Disclosures about Market Risk
     
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Operations
As of February 28, 2007, we had not yet commenced operations.
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
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.

46

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.
     
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 leveraged loans, high yield bonds and originate loans and securitiesother debt investments and the value of our investment portfolio.
     
Our investment income is affected by fluctuations in various interest rates, including LIBOR and the prime rates. Werate. A large portion of our portfolio is, and we expect will continue to be, comprised of floating rate investments that future portfolio investments may include assets that carry a fixedutilize LIBOR. Our interest rate. As ofexpense is affected by fluctuations in the commercial paper rate or, if the commercial paper market is unavailable, LIBOR. At February 28, 2007,2009, we had no$59.0 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%.
     In April and May 2007, pursuant to the Revolving Facility, the Company entered into two interest rate cap agreements with notional amounts of $34.0 million (increased to $40.0 million in May 2007) and $60.9 million. These agreements provide for a payment to the Company in the event LIBOR exceeds 8%, mitigating our exposure to increases in LIBOR. At February 28, 2009, the aggregate interest rate cap agreement notional amount was $66.4 million.
Because we plan on borrowing money to make investments, our net investment income is dependent upon     We have analyzed the difference between the rate at which we borrow funds and the rate at which we invest the funds borrowed. Accordingly, there can be no assurance that a significant changepotential impact of changes in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds would increase, which could reduce our net investment income if there is not a corresponding increase in interest income generated by floating rate assets infrom investments net of interest expense on the Revolving Facility. Assuming that our investment portfolio.
We did not hold any derivative financial instruments for hedging purposesinvestments as of February 28, 2007. We entered into three2009 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 Board of Directors. Investments for which market quotations are readily available are fair 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
43
our portfolio, we value a material portion of our portfolio investments at fair value as determined in good faith by our boardBoard under aour valuation policy and a consistently applied valuation process. For investments that are thinly traded, we review the depth and quality of the available quotations to determine if market quotations are readily available. If the available quotations are indicative only, we may determine that market quotations are not readily available. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments, and the differences could be material. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations that are assigned.
     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, market 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 subordinated notes 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 subordinated notes or equity, when available.

47

     The table below describes the primary considerations made by our Board of Directors in determining the fair value of our investments at February 28, 2009:
         
      Percent of Total 
  Fair Value  Investments 
  ($ in thousands) 
Market yield trend analysis and enterprise valuation $53,629   45.1%
Third party independent valuation firm  36,048   30.3 
Discounted cash flow model  22,341   18.8 
Readily available market maker, broker quotes  6,786   5.7 
Other  108   0.1 
       
Total fair valued investments $118,912   100.0%
       
Item 8.Financial Statements and Supplementary Data
     
Item 8.
Financial Statements and Supplementary Data
Our financial statements are annexed to this Annual Report beginning on page F-1.
Item 9.Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
     None
Not applicable.
Item 9A.Controls and Procedures
     
Item 9A.
Controls and Procedures
Evaluation of Controlsdisclosure controls and Procedures.procedures
     Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. The Company’s management, under the supervision and with the participation of various members of management, including our CEO and our CFO hashave evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our CEO and CFO have concluded that our current disclosure controls and procedures are effective as of the end of the period covered by this report.
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 in Rule 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 28, 2009.
     This annual reportAnnual 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 materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B.Other Information
     None.

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PART III
Item 10.Directors, Executive Officers and Corporate Governance
     The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2009 Annual Stockholder Meeting and is incorporated herein by reference.
Item 11.Executive Compensation
     The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2009 Annual Stockholder Meeting and is incorporated herein by reference.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
     The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2009 Annual Stockholder Meeting and is incorporated herein by reference.
Item 13.Certain Relationships and Related Transactions, and Director Independence
     The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2009 Annual Stockholder Meeting and is incorporated herein by reference.
Item 14.Principal Accountant Fees and Services
     The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2009 Annual Stockholder Meeting and is incorporated herein by reference.

49

PART IV
Item 15.Exhibits and Consolidated Financial Statement Schedules
Consolidated Financial Statements
The following financial statements of the Company are filed herewith:
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of February 28, 2009 and February 29, 2008
Consolidated Statements of Operations for the years ended February 28, 2009 and February 29, 2008 and for the period from May 12, 2006 (date of inception) to February 28, 2007
Consolidated Schedule of Investments as of February 28, 2009 and February 29, 2008
Consolidated Statements of Changes in Net Assets for the years ended February 28, 2009 and February 29, 2008 and for the period from May 12, 2006 (date of inception) to February 28, 2007
Consolidated Statements of Cash Flows for the years ended February 28, 2009 and February 29, 2008 and for the period from May 12, 2006 (date of inception) to February 28, 2007
Notes to Consolidated Financial Statements

50

Exhibits
EXHIBIT INDEX
Item 9B.
Exhibit
NumberDescription
3.1Articles of Incorporation of GSC Investment Corp.(8)
3.2Amended and Restated Bylaws of GSC Investment Corp.(9)
4.1Specimen certificate of GSC Investment Corp.’s common stock, par value $0.0001 per share.(4)
4.2Registration 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)
4.3Form of Dividend Reinvestment Plan.(1)
10.1Amended and Restated Limited Partnership Agreement of GSC Partners CDO Investors III, L.P. dated August 27, 2001.(2)
10.2Amended and Restated Limited Partnership Agreement of GSC Partners CDO GP III, L.P. dated October 16, 2001.(2)
10.3Collateral Management Agreement dated November 5, 2001 among GSC Partners CDO Fund III, Limited and GSCP (NJ), L.P.(2)
10.4Contribution 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)
10.5Amendment 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.(11)
10.6Form of Regulations of American Stock Transfer and Trust Company.(3)
10.7Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Peter K. Barker, as director of GSC Investment LLC.(8)
10.8Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Robert F. Cummings, Jr., as director of GSC Investment LLC.(8)
10.9Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Richard M. Hayden, as director of GSC Investment LLC.(8)
10.10Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Thomas V. Inglesby, as director of GSC Investment LLC.(8)
10.11Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Steven M. Looney, as director of GSC Investment LLC.(8)
10.12Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Charles S. Whitman III, as director of GSC Investment LLC.(8)
10.13Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and G. Cabell Williams, as director of GSC Investment LLC.(8)
10.14Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Richard T. Allorto, Jr., as Chief Financial Officer of GSC Investment LLC.(8)
10.15Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and David L. Goret, as Vice President and Secretary of GSC Investment LLC.(8)
10.16Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Michael J. Monticciolo, as Chief Compliance Officer of GSC Investment LLC.(8)
10.17Indemnification 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)
10.18Indemnification 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)
10.19Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Richard M. Hayden, as member of the investment committee of GSCP (NJ), LP.(8)
10.20Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Thomas V. Inglesby, as member of the investment committee of GSCP (NJ), LP.(8)
10.21Indemnification Agreement dated March 20, 2007 between GSC Investment LLC and Thomas J. Libassi, as member of the investment committee of GSCP (NJ), LP.(8)
10.22Assignment and Assumption Agreement dated March 20, 2007 among GSCP (NJ), L.P. and GSC Investment LLC.(8)
10.23Investment Advisory and Management Agreement dated March 21, 2007 between GSC Investment LLC and GSCP (NJ) L.P.(8)

51

Other Information
Exhibit
NumberDescription
10.24Custodian Agreement dated March 21, 2007 between GSC Investment LLC and U.S. Bank National Association.(8)
10.25Administration Agreement dated March 21, 2007 between GSC Investment Corp. and GSCP (NJ) L.P.(8)
10.26Trademark License Agreement dated March 21, 2007 between GSC Investment Corp. and GSCP (NJ) L.P.(8)
10.27Notification of Fee Reimbursement dated March 21, 2007.(8)
10.28Portfolio Acquisition Agreement dated March 23, 2007 between GSC Investment Corp. and GSC Partners CDO Fund III, Limited.(8)
10.29Credit 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)
10.30Purchase and Sale Agreement between GSC Investment Corp. and GSC Investment Funding LLC dated as of April 11, 2007.(5)
10.31Amendment 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)
10.32Credit 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)
10.33Purchase Sale Agreement dated as of May 1, 2007 between GSC Investment Funding II LLC and GSC Investment Corp.(6)
10.34Purchase and Sale Agreement dated as of May 1, 2007 between GSC Investment Corp. and GSC Partners CDO Fund Limited.(6)
10.35Amendment to Investment Advisory and Management Agreement dated May 23, 2007 between GSC Investment Corp. and GSCP (NJ), L.P.(7)
10.36Indemnification Agreement dated October 9, 2007 between GSC Investment Corp. and David Goret, as member of the disclosure committee of GSC Investment Corp.(11)
10.37Indemnification Agreement dated October 9, 2007 between GSC Investment Corp. and David Rice, as member of the disclosure committee of GSC Investment Corp.(11)
10.38Agreement Terminating Fee Reimbursement dated as of April 15, 2008 between GSCP (NJ), L.P. and GSC Investment Corp.(10)
10.39Amendment No. 3 to Credit Agreement, dated as of August 8, 2008 among GSC Investment Funding LLC and Deutsche Bank AG, New York Branch(12)
10.40Indemnification Agreement dated October 15, 2008 between GSC Investment Corp. and Seth M, Katzenstein, as director of GSC Investment Corp.(13)
10.41Indemnification Agreement dated October 15, 2008 between GSC Investment Corp. and Seth M. Katzenstein as Chief Executive Officer and President of GSC Investment Corp.(13)
14.1Code of Ethics of the Company adopted under Rule 17j-1.(3)
21.1List of Subsidiaries.(11)
31.1Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Chief 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. 2 to GSC Investment LLC’s Registration Statement on Form N-2, File No. 333-138051, filed on January 12, 2007.
(2)Incorporated by reference to Amendment No. 4 to GSC Investment LLC’s Registration Statement on Form N-2, File No. 333-138051, filed on February 23, 2007.
(3)Incorporated by reference to Amendment No. 6 to GSC Investment Corp.’s Registration Statement on Form N-2, File No. 333-138051, filed on March 22, 2007.
(4)Incorporated by reference to GSC Investment Corp’s Registration Statement on Form 8-A, File No. 001-333-76, filed on March 21, 2007.
(5)Incorporated by reference to GSC Investment Corp.’s Form 8-K, File No. 001-33376 dated April 11, 2007.

52

None.
(6)Incorporated by reference to GSC Investment Corp.’s Form 8-K, File No. 001-33376 dated May 1, 2007.
(7)Incorporated by reference to GSC Investment Corp.’s Form 10-K for the fiscal year ended February 28, 2007, file No. 001-33376.
(8)Incorporated by reference to GSC Investment Corp.’s Form 10-Q for the quarterly period ended May 31, 2007, File No. 001-33376.
(9)Incorporated by reference to GSC Investment Corp.’s Form 8-K, File No. 001-33376 dated February 19, 2008.
(10)Incorporated by reference to GSC Investment Corp.’s Form 8-K, File No. 001-33376 dated April 15, 2008.
(11)Incorporated by reference to GSC Investment Corp.’s Form 10-K for the fiscal year ended February 29, 2008, File No. 001-33376.
(12)Incorporated by reference to GSC Investment Corp.’s Form 8-K, File No. 001-33376 dated August 8, 2008.
(13)Incorporated by reference to GSC Investment Corp.’s Form 8-K, File No. 001-33376 dated October 15, 2008.

53

SIGNATURES
     
44
PART III
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.
Item 10.
GSC Investment Corp.
Date: May 21, 2009By: /s/ Seth M. Katzenstein
Directors,
Seth M. Katzenstein
Director, Chief Executive OfficersOfficer and Corporate GovernancePresident,
GSC Investment Corp.
* * * * *
     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.
SignatureTitleDate
                /s/  Richard M. Hayden
RICHARD M. HAYDEN
Chairman of the Board of Directors May 21, 2009
               /s/  Seth M. Katzenstein
SETH M. KATZENSTEIN
Director, Chief Executive Officer and President May 21, 2009
               /s/  Richard T. Allorto, Jr.
RICHARD T. ALLORTO, JR.
Chief Financial Officer May 21, 2009
               /s/ Robert F. Cummings Jr.
ROBERT F. CUMMINGS, JR.
Member of the Board of Directors May 21, 2009
                    /s/  Peter K. Barker
PETER K. BARKER
Member of the Board of Directors May 21, 2009
               /s/  Steven M. Looney
STEVEN M. LOONEY
Member of the Board of Directors May 21, 2009
               /s/  Charles S. Whitman III
CHARLES S. WHITMAN III
Member of the Board of Directors May 21, 2009
               /s/  G. Cabell Williams
G. CABELL WILLIAMS
Member of the Board of Directors May 21, 2009

54

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting FirmF-2
Consolidated Balance Sheets as of February 28, 2009 and February 29, 2008
F-3
Consolidated Statements of Operations for the years ended February 28, 2009 and February 29, 2008 and for the period from May 12, 2006 (date of inception) to February 28, 2007
F-4
Consolidated Schedule of Investments as of February 28, 2009 and February 29, 2008
F-5
Consolidated Statements of Changes in Net Assets for the years ended February 28, 2009 and February 29, 2008 and for the period from May 12, 2006 (date of inception) to February 28, 2007
F-13
Consolidated Statements of Cash Flows for the years ended February 28, 2009 and February 29, 2008 and for the period from May 12, 2006 (date of inception) to February 28, 2007
F-14
Notes to Consolidated Financial Statements
F-15

F-1

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”), including the consolidated schedule of investments as of February 28, 2009 and February 29, 2008, and the related consolidated statements of operations, changes in net assets, and cash flows for the period from May 12, 2006 (date of inception) to February 28, 2007 and for each of the two years ended February 28, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits 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 audits 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits 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 Corp. at February 28, 2009 and February 29, 2008, and the consolidated results of their operations, changes in their net assets and their cash flows for the period from May 12, 2006 to February 28, 2007 and for each of the two years ended February 28, 2009 in conformity with U.S. generally accepted accounting principles.
Ernst & Young LLP
New York, NY
May 15, 2009

F-2

GSC Investment Corp.
Consolidated Balance Sheets
         
  As of 
  February 28, 2009  February 29, 2008 
ASSETS        
 
Investments at fair value        
Non-control/non-affiliate investments (amortized cost of $137,020,449 and $162,888,724, respectively) $96,462,919  $143,745,269 
Control investments (cost of $29,905,194 and $30,000,000, respectively)  22,439,029   29,075,299 
Affiliate investments (cost of $0 and $0, respectively)  10,527   16,233 
       
Total investments at fair value (amortized cost of $166,925,643 and $192,888,724, respectively)  118,912,475   172,836,801 
Cash and cash equivalents  6,356,225   1,072,641 
Cash and cash equivalents, securitization accounts  1,178,201   14,580,973 
Outstanding interest rate cap at fair value (cost of $131,000 and $131,000, respectively)  39,513   76,734 
Interest receivable  3,087,668   2,355,122 
Due from manager  —   940,903 
Deferred credit facility financing costs, net  529,767   723,231 
Management fee receivable  237,370   215,914 
Other assets  321,260   39,349 
       
         
Total assets $130,662,479  $192,841,668 
       
         
LIABILITIES        
Revolving credit facility $58,994,673  $78,450,000 
Payable for unsettled trades  —   11,329,150 
Dividend payable  —   3,233,640 
Management and incentive fees payable  2,880,667   943,061 
Accounts payable and accrued expenses  700,537   713,422 
Interest and credit facility fees payable  72,825   292,307 
Due to manager  —   11,048 
       
Total liabilities $62,648,702  $94,972,628 
       
         
STOCKHOLDERS’ EQUITY        
Common stock, par value $.0001 per share, 100,000,000 common shares authorized, 8,291,384 and 8,291,384 common shares issued and outstanding, respectively  829   829 
Capital in excess of par value  110,943,738   116,218,966 
Accumulated undistributed net investment income  6,122,492   455,576 
Accumulated undistributed net realized gain/(loss) from investments and derivatives  (6,948,628)  1,299,858 
Net unrealized depreciation on investments and derivatives  (48,104,654)  (20,106,189)
       
Total stockholders’ equity  68,013,777   97,869,040 
       
         
Total liabilities and stockholders’ equity $130,662,479  $192,841,668 
       
         
NET ASSET VALUE PER SHARE $8.20  $11.80 
       
See accompanying notes to consolidated financial statements.

F-3

GSC Investment Corp.
Consolidated Statement of Operations
             
          For the period from 
          May 12, 2006 
  For the year ended  For the year ended  (date of inception) 
  February 28, 2009  February 29, 2008  to February 28, 2007 
INVESTMENT INCOME            
Interest from investments            
Non-Control/Non-Affiliate investments $16,572,973  $20,115,301  $— 
Control investments  4,393,818   262,442   — 
          
Total interest income  20,966,791   20,377,743   — 
Interest from cash and cash equivalents  175,567   366,312   30 
Management fee income  2,049,717   599,476   — 
Other income  195,135   42,548   — 
         ��
Total investment income  23,387,210   21,386,079   30 
          
             
EXPENSES            
Interest and credit facility financing expenses  2,605,367   5,031,233   — 
Base management fees  2,680,231   2,938,659   — 
Professional fees  1,166,111   1,409,806   35,000 
Administrator expenses  960,701   892,112   — 
Incentive management fees  1,752,254   711,363   — 
Insurance  682,154   586,784   — 
Directors fees  295,017   313,726   — 
General & administrative  289,477   261,653   — 
Cost of acquiring management contract  —   144,000   — 
Organizational expense  —   49,542   95,193 
          
Expenses before manager expense waiver and reimbursement  10,431,312   12,338,878   130,193 
          
Expense reimbursement  (1,010,416)  (1,789,028)  — 
          
Total expenses net of expense waiver and reimbursement  9,420,896   10,549,850   130,193 
          
             
NET INVESTMENT INCOME BEFORE INCOME TAXES  13,966,314   10,836,229   (130,163)
             
Income tax expense, including excise tax  (140,322)  (88,951)  — 
             
NET INVESTMENT INCOME  13,825,992   10,747,278   (130,163)
          
             
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:            
Net realized gain/(loss) from investments            
Non-Control/Non-Affiliate investments  (7,173,118)  2,707,402   — 
Control investments  —   428,673   — 
Affiliate investments  —   39,147   — 
Net realized gain from derivatives  30,454   732,526   — 
Net unrealized depreciation on investments  (27,961,244)  (20,051,923)  — 
Net unrealized depreciation on derivatives  (37,221)  (54,266)  — 
          
Net loss on investments  (35,141,129)  (16,198,441)  — 
          
             
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $(21,315,137) $(5,451,163) $(130,163)
          
             
WEIGHTED AVERAGE — BASIC AND DILUTED EARNINGS PER COMMON SHARE $(2.57) $(0.70)  n/a 
             
WEIGHTED AVERAGE COMMON STOCK OUTSTANDING — BASIC AND DILUTED  8,291,384   7,761,965   67 
See accompanying notes to consolidated financial statements.

F-4

GSC Investment Corp.

Consolidated Schedule of Investments

February 28, 2009
                     
     
Investment Interest		             % of
Stockholders’		 
Company (a, c) Industry Rate/Maturity Principal  Cost  Fair Value  Equity 
Non-control/Non-affiliated investments — 141.8% (b)                
                     
GFSI Inc (d) Apparel Senior Secured Notes
10.50%, 6/1/2011		 $7,082,000  $7,082,000  $6,616,004   9.7%
Legacy Cabinets, Inc. (d) Building Products First Lien Term Loan
5.75%, 8/18/2012		  1,437,555   1,420,872   975,956   1.4%
Legacy Cabinets, Inc. (d) Building Products Second Lien Term Loan
9.75%, 8/18/2013		  1,862,420   1,828,197   450,519   0.7%
                 
    Total Building Products  3,299,975   3,249,069   1,426,475   2.1%
                 
Lyondell Chemical Company (d) Chemicals First Lien Term Loan
5.75%, 12/20/2013		  32,381   27,281   6,152   0.0%
Lyondell Chemical Company (d) Chemicals First Lien Term Loan
5.47%, 12/20/2013		  77,141   64,991   14,657   0.0%
Lyondell Chemical Company (d) Chemicals First Lien Term Loan
5.16%, 12/20/2014		  92,962   78,320   17,663   0.0%
Lyondell Chemical Company (d) Chemicals First Lien Term Loan
5.16%, 12/20/2014		  92,962   78,320   17,663   0.0%
Lyondell Chemical Company (d) Chemicals First Lien Term Loan
5.16%, 12/20/2014		  92,962   78,320   17,663   0.0%
Lyondell Chemical Company (d) Chemicals First Lien Term Loan
5.75%, 12/20/2013		  121,428   102,303   23,071   0.0%
Lyondell Chemical Company (d) Chemicals First Lien Term Loan
5.75%, 12/20/2013		  231,354   194,916   43,957   0.1%
Lyondell Chemical Company (d) Chemicals First Lien Term Loan
7.00%, 12/20/2014		  403,388   339,854   76,644   0.1%
Lyondell Chemical Company (d) Chemicals First Lien Term Loan
7.00%, 12/20/2014		  403,388   339,854   76,644   0.1%
Lyondell Chemical Company (d) Chemicals First Lien Term Loan
7.00%, 12/20/2014		  403,388   339,854   76,644   0.1%
                 
    Total Chemicals  1,951,354   1,644,013   370,758   0.4%
                 
Hopkins Manufacturing Corporation (d) Consumer Products Second Lien Term Loan
7.70%, 1/26/2012		  3,250,000   3,246,870   2,627,950   3.9%
Targus Group International, Inc. (d) Consumer Products First Lien Term Loan
4.67%, 11/22/2012		  3,122,943   2,895,723   2,089,561   3.1%
Targus Group International, Inc. (d) Consumer Products Second Lien Term Loan
9.75%, 5/22/2013		  5,000,000   4,777,205   3,126,000   4.6%
                 
    Total Consumer Products  11,372,943   10,919,798   7,843,511   11.6%
                 
CFF Acquisition LLC (d) Consumer Services First Lien Term Loan
8.57%, 7/31/2013		  308,912   308,912   243,793   0.4%
M/C Communications, LLC (d) Education First Lien Term Loan
13.12%, 12/31/2010		  1,697,164   1,590,350   674,283   1.0%
Advanced Lighting Technologies, Inc. (d) Electronics Second Lien Term Loan
8.53%, 6/1/2014		  2,000,000   1,771,457   1,503,200   2.2%
See accompanying notes to consolidated financial statements.
F-5

GSC Investment Corp.

Consolidated Schedule of Investments

February 28, 2009
                     
     
Investment Interest		             % of
Stockholders’		 
Company (a, c) Industry Rate/Maturity Principal  Cost  Fair Value  Equity 
Group Dekko (d) Electronics Second Lien Term Loan
6.45%, 1/20/2012		 $6,670,000  $6,670,000  $5,321,326   7.8%
IPC Systems, Inc. (d) Electronics First Lien Term Loan
3.71%, 3/31/2014		  46,332   42,367   24,621   0.0%
                 
    Total Electronics  8,716,332   8,483,824   6,849,147   10.0%
                 
USS Mergerco, Inc. (d) Environmental Second Lien Term Loan
4.73%, 6/29/2013		  5,960,000   5,846,833   3,592,092   5.3%
Bankruptcy Management Solutions, Inc. (d) Financial Services Second Lien Term Loan
6.70%, 7/31/2013		  4,887,500   4,858,282   3,053,221   4.5%
Big Train, Inc. (d) Food and Beverage First Lien Term Loan
4.98%, 3/31/2012		  2,478,660   1,671,647   1,706,557   2.5%
IDI Acquisition Corp. (d) Healthcare Services Senior Secured Notes
10.75%, 12/15/2011		  3,800,000   3,623,605   2,428,580   3.6%
PRACS Institute, LTD (d) Healthcare Services Second Lien Term Loan
11.13%, 4/17/2013		  4,093,750   4,047,419   3,581,213   5.3%
                 
    Total Healthcare Services  7,893,750   7,671,024   6,009,793   8.9%
                 
McMillin Companies LLC (d) Homebuilding Senior Secured Notes 9.53%, 4/30/2012  7,700,000   7,294,643   3,489,640   5.1%
See accompanying notes to consolidated financial statements.
F-6

                     
    Investment Interest             % of
Stockholders’		 
Company (a, c) Industry Rate/Maturity Principal  Cost  Fair Value  Equity 
Asurion Corporation (d) Insurance First Lien Term Loan 3.76%, 7/3/2014 $2,000,000  $1,704,665  $1,493,400   2.2%
Worldwide Express Operations, LLC (d) Logistics First Lien Term Loan
6.95%, 6/30/2013		  2,820,779   2,815,612   2,133,637   3.1%
Jason Incorporated (d) Manufacturing Unsecured Notes
13.00%, 11/1/2010		  12,000,000   12,000,000   8,652,000   12.7%
Jason Incorporated (d) Manufacturing Unsecured Notes
13.00%, 11/1/2010		  1,700,000   1,700,000   1,225,700   1.8%
Specialized Technology Resources, Inc. (d) Manufacturing Second Lien Term Loan
7.48%, 12/15/2014		  5,000,000   4,769,304   4,602,000   6.8%
                 
    Total Manufacturing  18,700,000   18,469,304   14,479,700   21.3%
                 
Blaze Recycling & Metals, LLC (d) Metals Senior Secured Notes
10.88%, 7/15/2012		  2,500,000   2,494,342   1,850,500   2.7%
Elyria Foundry Company, LLC (d) Metals Senior Secured Notes
13.00%, 3/1/2013		  5,000,000   4,853,894   3,753,000   5.5%
Elyria Foundry Company, LLC Metals Warrants  —   —   89,610   0.1%
                 
    Total Metals  7,500,000   7,348,236   5,693,110   8.3%
                 
Abitibi-Consolidated Company of Canada (d, e) Natural Resources First Lien Term Loan
11.50%, 3/30/2009		  2,948,640   2,940,073   2,081,740   3.1%
Grant U.S. Holdings LLP (d, e) Natural Resources Second Lien Term Loan
9.81%, 9/20/2013		  6,139,928   6,139,764   2,388,432   3.5%
                 
    Total Natural Resources  9,088,568   9,079,837   4,470,172   6.6%
                 
Edgen Murray II, L.P. (d) Oil and Gas Second Lien Term Loan
7.24%, 5/11/2015		  3,000,000   2,815,938   2,072,700   3.0%
Energy Alloys, LLC (d) Oil and Gas Second Lien Term Loan
11.75%, 10/5/2012		  6,200,000   6,200,000   5,286,740   7.8%
                 
    Total Oil and Gas  9,200,000   9,015,938   7,359,440   10.8%
                 
Stronghaven, Inc. (d) Packaging Second Lien Term Loan
13.00%, 10/31/2010		  2,500,000   2,500,000   2,375,500   3.5%
Terphane Holdings Corp. (d, e) Packaging Senior Secured Notes
12.50%, 6/15/2009		  4,850,000   4,846,976   3,575,420   5.3%
Terphane Holdings Corp. (d, e) Packaging Senior Secured Notes
12.50%, 6/15/2009		  5,087,250   5,084,820   3,750,321   5.5%
Terphane Holdings Corp. (d, e) Packaging Senior Secured Notes
12.02%, 6/15/2009		  500,000   499,670   368,600   0.5%
                 
    Total Packaging  12,937,250   12,931,466   10,069,841   14.8%
                 
Custom Direct, Inc. (d) Printing First Lien Term Loan
4.21%, 12/31/2013		  2,049,694   1,618,148   1,638,526   2.4%
Advanstar Communications Inc. (d) Publishing First Lien Term Loan
3.71%, 5/31/2014		  1,970,000   1,553,133   807,700   1.2%
Affinity Group, Inc. (d) Publishing First Lien Term Loan
3.01%, 6/24/2009		  476,261   468,285   418,872   0.6%
Affinity Group, Inc. (d) Publishing First Lien Term Loan
2.98%, 6/24/2009		  511,811   503,239   450,137   0.7%
Brown Publishing Company (d) Publishing Second Lien Term Loan
8.76%, 9/19/2014		  1,203,226   1,198,390   288,774   0.4%
Network Communications, Inc. (d) Publishing Unsecured Notes
10.75%, 12/1/2013		  5,000,000   5,082,100   2,503,000   3.7%
Penton Media, Inc. (d) Publishing First Lien Term Loan
3.35%, 2/1/2013		  4,897,651   3,723,761   2,008,037   3.0%
                 
    Total Publishing  14,058,949   12,528,908   6,476,520   9.6%
                 
GXS Worldwide, Inc. (d) Software Second Lien Term Loan
8.63%, 9/30/2013		  1,000,000   887,940   773,299   1.2%
                  
Sub Total Non-control/Non-affiliated investments      137,020,449   96,462,919   141.8%
                  
See accompanying notes to consolidated financial statements.

F-7

                     
    Investment Interest             % of
Stockholders’		 
Company (a, c) Industry Rate/Maturity Principal  Cost  Fair Value  Equity 
Control investments — 33.0% (b)
                    
 
GSC Partners CDO GP III, LP (h) Financial Services 100% General
Partnership interest		 $—  $—  $98,412   0.1%
 
GSC Investment Corp. CLO 2007 LTD. (f, h) Structured Finance Securities Other/Structured Finance Securities 12.15%,
1/21/2020		  30,000,000   29,905,194   22,340,617   32.9%
                  
Sub Total Control investments
          29,905,194   22,439,029   33.0%
                  
                     
Affiliate investments — 0.0% (b)
                    
 
GSC Partners CDO GP III, LP (g) Financial Services 6.24% Limited
Partnership interest		      —   10,527   0.0%
                  
TOTAL INVESTMENT ASSETS — 174.8% (b)
         $166,925,643  $118,912,475   174.8%
                  
                         
                      % of
Stockholders’		 
Outstanding interest rate cap Interest rate  Maturity  Notional  Cost  Fair value  Equity 
Interest rate cap  8.0%  2/9/2014  $40,000,000  $87,000  $27,682   0.0%
Interest rate cap  8.0%  11/30/2013   26,433,408   44,000   11,831   0.0%
                      
Sub Total Outstanding interest rate cap
             $131,000  $39,513   0.1%
                      
Our
(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 Abitibi-Consolidated Company of Canada, Grant U.S. Holdings LLP, GSC Investment Corp. CLO 2007, Terphane Holdings Corp., and GSC Partners CDO GP III, LP.
(b)Percentages are based on net assets of $68,013,777 as of February 28, 2009.
(c)Fair valued investment (see Note 2 to the consolidated financial statements).
(d)All or a portion of the securities are 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 Abitibi-Consolidated Company of Canada and Grant U.S. Holdings LLP is Canada.
(f)12.15% represents the modeled effective interest rate that is expected to be earned over the life of the investment.
(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. Transactions during the period in which the issuer was an Affiliate are as follows:
                             
              Interest Management Net Realized Net Unrealized
Company Purchases Redemptions Sales (cost) Income fee income gains/(losses) gains/(losses)
GSC Partners CDO GP III, LP $—  $—  $—  $—  $—  $—  $(5,706)
(h)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 securities. Transactions during the period in which the issuer was both an Affiliate and a portfolio company that we Control are as follows:
                             
              Interest Management Net Realized Net Unrealized
Company Purchases Redemptions Sales (cost) Income fee income gains/(losses) gains/(losses)
GSC Investment Corp. CLO 2007 LTD. $—  $—  $—  $4,393,818  $2,049,717  $—  $(6,479,722)
GSC Partners CDO GP III, LP $—  $—  $—  $—  $—  $—  $(61,741)
See accompanying notes to consolidated financial statements.

F-8

GSC Investment Corp.

Consolidated Schedule of Investments

February 29, 2008
                     
    Investment Interest             % of
Stockholders’		 
Company (a, c) Industry Rate/Maturity 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 (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 (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 (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 (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 (d) Education First Lien Term Loan
5.54%, 12/31/2010		  1,736,766   1,571,773   1,545,721   1.6%
Group Dekko (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. (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 (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%
                 
See accompanying notes to consolidated financial statements.

F-9

GSC Investment Corp.

Consolidated Schedule of Investments

February 29, 2008
                     
    Investment Interest             % of
Stockholders’		 
Company (a, c) Industry Rate/Maturity Principal  Cost  Fair Value  Equity 
McMillin Companies LLC (d) Homebuilding Senior Secured Notes
9.53%, 4/30/2012		 $7,700,000  $7,194,636  $5,912,060   6.0%
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 (d) Logistics First Lien Term Loan
7.89%, 6/30/2013		  2,973,362   2,966,658   2,687,919   2.7%
Jason Incorporated (d) Manufacturing Unsecured Notes
13.00%, 11/1/2008		  12,000,000   12,000,000   11,712,000   12.0%
Jason Incorporated (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%
See accompanying notes to consolidated financial statements.

F-10

                     
    Investment Interest             % of
Stockholders’		 
Company (a, c) Industry Rate/Maturity Principal  Cost  Fair Value  Equity 
Edgen Murray II, L.P. (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 (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. (d) Packaging First Lien Term Loan
8.71%, 9/22/2011		  6,516,244   6,491,835   4,298,114   4.4%
Stronghaven, Inc. (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. (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. (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. (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 (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. (d) Publishing Unsecured Notes
10.75%, 12/1/2013		  5,000,000   5,095,198   4,400,000   4.5%
Penton Media, Inc. (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 (g) Financial Services 100% General
Partnership interest		      —   160,153   0.2%
GSC Investment Corp. CLO 2007 LTD. (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 (f) Financial Services 6.24% Limited
Partnership interest		      —   16,233   0.0%
                  
TOTAL INVESTMENT ASSETS — 176.6% (b)
         $192,888,724  $172,836,801   176.6%
                  
                         
                      % of 
Outstanding interest rate cap Interest rate  Maturity  Notional  Cost  Fair value  Stockholders’ 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%
                      
See accompanying notes to consolidated financial statements.

F-11

(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., and GSC Partners CDO GP III, LP.
(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:
                             
              Interest Management Net Realized Net Unrealized
Company Purchases Redemptions Sales (cost) Income fee 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 securities. Transactions during the period in which the issuer was both an Affiliate and a portfolio company that we Control are as follows:
                             
              Interest Management Net Realized Net Unrealized
Company Purchases Redemptions Sales (cost) Income fee income gains/(losses) gains/(losses)
GSC Investment Corp. CLO 2007 LTD. $30,000,000  $—  $—  $262,442  $215,914  $—  $(1,084,854)
GSC Partners CDO GP III, LP $13,574,694  $14,003,367  $—  $—  $—  $    428,673  $160,153 
See accompanying notes to consolidated financial statements.

F-12

GSC Investment Corp.

Consolidated Statements of Changes in Net Assets
             
        For the period from 
        May 12, 2006 (date of 
  For the year ended  For the year ended  inception) 
  February 28, 2009  February 29, 2008  to February 28, 2007 
OPERATIONS:            
Net investment income $13,825,992  $10,747,278  $(130,163)
Net realized gain/(loss) from investments  (7,173,118)  3,175,222   — 
Net realized gain from derivatives  30,454   732,526   — 
Net unrealized depreciation on investments  (27,961,244)  (20,051,923)  — 
Net unrealized depreciation on derivatives  (37,221)  (54,266)  — 
          
Net decrease in net assets from operations  (21,315,137)  (5,451,163)  (130,163)
          
SHAREHOLDER DISTRIBUTIONS:            
Distributions declared  (8,540,126)  (12,851,645)  — 
          
Net decrease in net assets from shareholder distributions  (8,540,126)  (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  (29,855,263)  97,998,203   (129,163)
Net assets at beginning of year/period  97,869,040   (129,163)  — 
          
Net assets at end of year/period $68,013,777  $97,869,040  $(129,163)
          
             
Net asset value per common share $8.20  $11.80   n/a 
Common shares outstanding at end of period  8,291,384   8,291,384   67 
See accompanying notes to consolidated financial statements.

F-13

GSC Investment Corp.
Consolidated Statements of Cash Flows
             
          For the period from 
          May 12, 2006 (date 
  For the year ended  For the year ended  of inception) 
  February 28, 2009  February 29, 2008  to February 28, 2007 
Operating activities
            
NET DECREASE IN NET ASSETS FROM OPERATIONS $(21,315,137) $(5,451,163) $(130,163)
ADJUSTMENTS TO RECONCILE NET INCREASE IN NET ASSETS FROM OPERATIONS TO NET CASH USED IN OPERATING ACTIVITIES:            
Paid-in-kind interest income  (819,905)  (365,592)  — 
Net accretion of discount on investments  (1,323,644)  (765,255)  — 
Amortization of deferred credit facility financing costs  193,464   502,468   — 
Net realized (gain) loss from investments  7,173,118   (3,175,222)  — 
Net realized (gain) from derivatives  —   (732,526)  — 
Net unrealized (appreciation) depreciation on investments  27,961,244   20,051,923   — 
Unrealized depreciation on derivatives  37,221   54,266   — 
Proceeds from sale and redemption of investments  49,193,508   141,772,158   — 
Purchase of investments  (28,259,995)  (314,002,526)  — 
(Increase) decrease in operating assets and liabilities:            
Cash and cash equivalents, securitization accounts  13,402,772   (14,580,973)  — 
Interest receivable  (732,546)  (2,355,122)  — 
Due from manager  940,903   (940,903)  — 
Management fee receivable  (21,456)  (215,914)  — 
Other assets  (281,911)  (39,349)  — 
Deferred offering costs  —   808,617   (808,617)
Payable for unsettled trades  (11,329,150)  11,329,150   — 
Management and incentive fees payable  1,937,606   943,061   — 
Accounts payable and accrued expenses  (12,885)  608,422   105,000 
Interest and credit facility fees payable  (219,482)  292,307   — 
Due to manager  (11,048)  (62,762)  73,810 
Accrued offering costs  —   (760,000)  760,000 
          
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES  36,512,677   (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  7,800,000   167,958,119   — 
Paydowns on debt  (27,255,327)  (89,508,119)  — 
Credit facility financing cost  —   (1,225,699)  — 
Cost of interest rate cap  —   (131,000)  — 
Payments of cash dividends  (11,773,766)  (9,618,005)  — 
          
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES  (31,229,093)  168,156,546   1,000 
          
             
CHANGE IN CASH AND CASH EQUIVALENTS  5,283,584   1,071,611   1,030 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD  1,072,641   1,030   — 
          
CASH AND CASH EQUIVALENTS, END OF PERIOD $6,356,225  $1,072,641  $1,030 
          
             
Supplemental Information:            
Interest paid during the period $2,631,385  $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 $819,905  $365,592   n/a 
Net accretion of discount on investments $1,323,644  $765,255   n/a 
Amortization of deferred credit facility financing costs $193,464  $502,468   n/a 
See accompanying notes to consolidated financial statements.

F-14

GSC INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 and affairs are manageddevelopment company (“BDC”) under the directionInvestment 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. We have elected to be treated as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code. 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. As of February 28, 2007, the LLC had not yet commenced its operations and investment activities.
On March 21, 2007, the Company was incorporated and 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.
We are externally managed and advised by our investment adviser, GSCP (NJ), L.P. (individually and collectively with its affiliates, “GSC Group” or the “Manager”), pursuant to an investment advisory and management agreement.
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U. S. generally accepted accounting principles (“GAAP”) 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 necessary 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 consolidation. All references made to the “Company,” “we,” and “us” in the financial statements 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.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
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 include 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 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.

F-15

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
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 fair 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, market 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; 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 the 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 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.

F-16

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.
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. The Company may make exceptions to this if the loan has sufficient collateral value and is in the process of collection.
Interest income on our investment in GSCIC CLO is recorded using the effective interest method in accordance with the provision of EITF 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 prepayments and/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.
Paid-in-Kind Interest
The Company includes in income certain amounts that it has not yet received in cash, such as contractual paid-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.
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 has filed an election 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.

F-17

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 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 28, 2009 provisions of $140,322 were recorded for Federal excise taxes. As of February 28, 2009, the entire $140,322 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 (“FSP FIN 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. FSP FIN 48-1 is effective with the initial adoption of FIN 48. The adoption of FIN 48 and FSP FIN 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. 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 February 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“FAS 159”), which provides companies with an option to report selected financial assets and liabilities at fair value. The objective of FAS 159 is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. FAS 159 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect of the company’s choice to use fair value on its earnings. FAS 159 also requires entities to display the fair value of the selected assets and liabilities on the face of the balance sheet. FAS 159 does not eliminate disclosure requirements of other accounting standards, including fair value measurement disclosures in FAS 157. This statement is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. The Company did not elect fair value measurement for assets or liabilities other than portfolio investments, which are already measured at fair value, therefore, the adoption of this statement did not have a significant effect on the Company’s financial position or its results of operations.
In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161,Disclosures about Derivative Instruments and Hedging Activities(“FAS 161”). The objective of FAS 161 is to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. FAS 161 improves transparency about the location and amounts of derivative instruments in an entity’s financial statements; how derivative instruments and related hedged items are accounted for under FAS 133; and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows. FAS 161 achieves these improvements by requiring disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. It also provides more information about an entity’s liquidity by requiring disclosure of derivative features that are credit risk related. Finally, it requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company did not early adopt FAS 161. Management is currently evaluating the enhanced disclosure requirements and the impact on our consolidated financial statements of adopting FAS 161.
In October 2008, the FASB issued FASB Staff Position (“FSP”) No. 157-3,Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active. FSP No. 157-3 clarifies the application of FAS No. 157 in a market that is not active. More specifically, FSP No. 157-3 states that significant judgment should be applied to determine if observable data in a dislocated market represents forced

F-18

liquidations or distressed sales and are not representative of fair value in an orderly transaction. FSP No. 157-3 also provides further guidance that the use of a reporting entity’s own assumptions about future cash flows and appropriately risk-adjusted discount rates is acceptable when relevant observable inputs are not available. In addition, FSP No. 157-3 provides guidance on the level of reliance of broker quotes or pricing services when measuring fair value in a non active market stating that less reliance should be placed on a quote that does not reflect actual market transactions and a quote that is not a binding offer. The guidance in FSP No. 157-3 is effective upon issuance for all financial statements that have not been issued and any changes in valuation techniques as a result of applying FSP No. 157-3 are accounted for as a change in accounting estimate.
In April 2009, the FASB issued FASB Staff Position No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (FSP 157-4). FSP 157-4 provides additional guidance for estimating fair value under Statement of Financial Accounting Standard No. 157, “Fair Value Measurements” when there is an inactive market or the market is not orderly. This FSP is effective for interim and annual periods ending after June 15, 2009.
In April 2009, the FASB issued FASB Staff Position No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP FAS 115-2 and FAS 124-2”), amends current other-than-temporary impairment guidance in GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FSP does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The provisions of FSP FAS 115-2 and FAS 124-2 are effective for interim and annual periods ending after June 15, 2009.
Note 3. Investments
The Company adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”) as of March 1, 2008, which among other matters, requires enhanced disclosures about investments that are measured and reported at fair value. As defined in FAS 157, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Investments carried at fair value will be classified and disclosed in one of the following three categories:
•Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
•Level 2 – Valuations based on inputs other than quoted prices in active markets, which are either directly or indirectly observable.
•Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The inputs into the determination of fair value may require significant management judgment or estimation. Even if observable-market data is available, such information may be the result of consensus pricing information or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level III information, assuming no additional corroborating evidence.
In addition to using the above inputs in investment valuations, we continue to employ the valuation policy approved by our board of directors that is consistent with FAS 157 (see Note 2). Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value.

F-19

The following table presents fair value measurements of investments as of February 28, 2009 (dollars in thousands):
             
  Fair Value Measurements Using
  Level 1 Level 2 Level 3  Total 
Non-control/non-affiliate investments $           — $           — $96,463  $96,463 
Control investments — —  22,439   22,439 
Affiliate investments — —  10   10 
             
Total investments at fair value $           — $           — $118,912  $118,912 
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the year ended February 28, 2009 (dollars in thousands):
     
  Level 3 
Balance as of February 29, 2008 $172,837 
Net unrealized losses  (27,961)
Purchases and other adjustments to cost  23,230 
Sales and redemptions  (49,194)
Net transfers in and/or out  — 
    
Balance as of February 28, 2009 $118,912 
Purchases and other adjustments to cost include new investments at cost, effects of refinancing/restructuring, accretion income from discount on debt securities, and PIK.
Sale and redemptions represent net proceeds received and realized gains and losses from investments sold during the period.
Net transfers in and/or out represent existing investments that were either previously categorized as a higher level and the inputs to the model became unobservable or investments that were previously classified as the lowest significant input became observable during the period. These investments are recorded at their end of period fair values.
The composition of our investments as of February 28, 2009, at amortized cost and fair value were as follows (dollars in thousands):
             
  Investments at      Fair Value 
  Amortized  Investments  Percentage of 
  Cost  at Fair Value  Total Portfolio 
First lien term loans $24,901  $17,117   14.4%
Second lien term loans  57,558   41,043   34.5 
Senior secured notes  35,780   25,832   21.7 
Unsecured notes  18,782   12,381   10.4 
Structured Finance Securities  29,905   22,341   18.8 
Equity/limited partnership interest  —    198   0.2 
          
Total $166,926  $118,912   100.0%
The composition of our investments as of February 29, 2008, at amortized cost and fair value were 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   15.3%
Second lien term loans  70,819   62,446   36.1 
Senior secured notes  35,024   31,657   18.3 
Unsecured notes  27,386   23,281   13.5 
Structured Finance Securities  30,000   28,915   16.7 
Equity/limited partnership interest  —   176   0.1 
          
Total $192,889  $172,837   100.0%

F-20

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, Ltd., (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 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%. For the years ended February 28, 2009 and February 29, 2008, we accrued $2.0 and $0.6 million in management fees and $4.4 and $0.3 million in interest income, respectively. We did not accrue any amounts related to the incentive management fee as the 12% hurdle rate has not yet been achieved.
Note 5. Income Taxes
The Company intends to operate so as to qualify to be taxed as a RIC under Subchapter M of the Code and, as such, will not be subject to federal income tax 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 Company has requested and received approval from the Internal Revenue Service to treat the CLO as a disregarded entity. As such, for federal income 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.
To qualify as a RIC, the Company is required to meet certain income and asset diversification tests in addition to distributing at least 90% of its investment company taxable income, as defined by the 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 28, 2009, the Company reclassified for book purposes amounts arising from permanent book/tax differences primarily related to nondeductible excise tax and meals & entertainment, market discount, interest income with respect to the CLO which is consolidated for tax purposes, and the tax character of distributions as follows (dollars in thousands):
     
Accumulated net investment income/(loss) $381 
Accumulated net realized gains (losses) on investments  (1,106)
Additional paid-in-capital  725 
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 February 28, 2009 was as follows (dollars in thousands):
     
Ordinary income (a) $8,540 
Capital gains  — 
Return of capital  — 
    
Total reported on tax Form 1099-DIV $8,540 
    
(a) Ordinary income is reported on Form 1099-DIV as non-qualified.
For federal income tax purposes, the cost of investments owned at February 28, 2009 was $526.3 million.
At February 28, 2009, 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) $(3,195)
Other temporary differences  (119)
Undistributed ordinary income  6,312 
Unrealized depreciation  (146,540)
    
Components of distributable earnings $(143,542)
    
The Company has incurred capital losses of $3.2 million for the year ended February 28, 2009. Such capital losses will be available to offset future capital gains if any and if unused, will expire on February 28, 2017.
Management has analyzed the Company’s tax positions taken on federal income tax returns for all open tax years (fiscal years 2008-2009), and has concluded that no provision for income tax is required in the Company’s financial statements.

F-21

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 directors and/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.
The boardbase management fee of directors currently1.75% 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 7 members,the following two parts:
The first, payable quarterly in arrears, equals 20% of whom 4our 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 “interested persons” of GSC Investment Corp. as definedincluded in Section 2(a)(19)calculating this portion of the 1940 Act. Our boardincentive fee. Since the hurdle rate is based on net assets, a return of directors elects our officers, who will serveless than the hurdle rate on total assets may still result in an incentive fee.
The second, payable at the discretionend 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.
We will defer cash payment of any incentive fee otherwise earned by our investment adviser if, during the most recent four full fiscal quarter period 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) (before taking into account any incentive fees payable during that period) is less than 7.5% of our net assets at the beginning of such period. These calculations will be appropriately pro rated for the first three fiscal quarters of operation and adjusted for any share issuances or repurchases during the applicable period. Such incentive fee will become payable on the next date on which such test has been satisfied for the most recent four full fiscal quarters or upon certain terminations of the boardinvestment advisory and management agreement.
For the years ended February 28, 2009 and February 29, 2008, we incurred $2.7 and $2.9 million in base management fees and $1.8 and $0.7 million in incentive fees related to pre-incentive fee net investment income, respectively. For the years ended February 28, 2009 and February 29, 2008, we incurred no incentive management fees related to net realized capital gains. As of directors.
February 28, 2009, $0.6 million of base management fees and $2.3 million of incentive fees were unpaid and included in management and incentive fees payable in the accompanying consolidated balance sheet.

As of February 28, 2009, the end of the fourth quarter of fiscal year 2009, the sum of our aggregate distributions to our stockholders and our change in net assets (defined as total assets less liabilities) (before taking into account any incentive fees payable during that period) was less than 7.5% of our net assets at the beginning of the fourth fiscal quarter of fiscal year 2008. Accordingly, the payment of the incentive fee for the quarter ended February 28, 2009 will be deferred. The total deferred incentive fee payable at February 28, 2009 is $2.3 million.
Executive officersOn 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 boardadministrative 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 directors
total assets administered by our administrator.

For the years ended February 28, 2009 and February 29, 2008, we expensed $1.0 and $0.9 million of administrator expenses, respectively, 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 years ended February 28, 2009 and February 29, 2008, we have recorded $1.0 and $1.8 million in expense waiver and reimbursement, respectively, under the Administration Agreement in the accompanying consolidated statement of operations.

F-22

UnderOn 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 charter,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 directors are divided into three classes. Each classnet assets attributable to common stock. The Manager is not entitled to recover any reimbursements under this agreement in future periods. The term of directors will hold officethe Expense Reimbursement Agreement is for a three-year term. However,period of 12 months beginning March 23, 2007 and for each twelve months period thereafter unless otherwise agreed by the initial membersManager and the Company. For the year ended February 28, 2009, we have recorded $49,715 in expense waiver and reimbursement under the Expense Reimbursement Agreement in the accompanying consolidated statement of operations. On April 15, 2008, the three classes have initial termsManager and the Company agreed not to extend the agreement for an additional twelve month period and terminated the Expense Reimbursement Agreement as of one, two and three years, respectively. At each annual meeting of our stockholders, the successorsMarch 23, 2008.
Note 7. Borrowings
As a BDC, we are only allowed to employ leverage to the class of directors whose terms expire at such meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. Each director will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualified.

Directors

As of May 1, 2007, information regarding the board of directors is as follows:

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. Barker58Director20072009Currently a private investor. Prior to 2002, Mr. Barker served as an Advisory Director of Goldman, Sachs & Co.Avery Dennison  Corporation
       
Steven M. Looney57Director20072010Currently 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 III65Director20072010Currently 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 Williams52Director20072008Currently 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. Inglesby49Chief Executive Officer and Director20072008Joined GSC Group at its inception in 1999 and has been a Senior Managing Director since 2006.none
45

 
Name
Age 
 
Position
Director Since 
Expiration of Term 
 
Principal Occupation(s) During
Last Five Years
 Other Directorships/ Trusteeships Held by Board Member
       
Richard M. Hayden61Chairman of the Board of Directors20072009Joined 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.56Director20072010Joined 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

The address for each director is c/o GSC Investment Corp., 12 East 49th Street, New York, New York 10017.

Executive officers who are not directors

Information regardingextent that our executive officers who are not directors is as follows:

Name
Age
Position
Since
Principal Occupation(s) During
Last Five Years
Other
Directorships/ Trusteeships
Held by Board Member
      
David L. Goret43Vice President and Secretary2006Joined 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
46


Name
Age
Position
Since
Principal Occupation(s) During
Last Five Years
Other
Directorships/ Trusteeships
Held by Board Member
      
Richard T. Allorto, Jr. 35Chief Financial Officer2006Joined 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. Monticciolo35Chief Compliance Officer2006Joined 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

Biographical information

Directors

Our directors have been divided into two groups — independent directors and interested directors. Interested directors are interested personsasset coverage, as defined in the 1940 Act.
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.

Independent directors

Peter K. Barker — Mr. BarkerOn 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 currently a private investor. After spendingat any time unavailable, at prevailing LIBOR rates, plus 0.70% payable monthly. As of February 28, years at Goldman, Sachs & Co., Mr. Barker stepped down as a General Partner in 1998 and as an Advisory Director in 2002. Mr. Barker headed Goldman, Sachs & Co.’s investment banking activities on2009, there was $59.0 million outstanding under the West Coast from 1978 to 1998. Mr. Barker joined Goldman, Sachs & Co. in 1971. Mr. Barker began his career in the London office, then spent seven years in the New York Corporate Finance Department before assuming his responsibilities on the West Coast. Mr. Barker has been active in several civic organizations, including the Los Angeles Area Boy Scout Council, Los Angeles Metropolitan YMCA, Claremont McKenna CollegeRevolving Facility and the Phoenix House of California. He has also been a member of the California State Senate Commission on Corporate Governance and is currently a director of Avery Dennison Corporation. Mr. Barker graduated from the University of Chicago’s Graduate School of BusinessCompany continues to be in compliance with a M.B.A. degree.

Steven M. Looney — Mr. Looney is a Managing Director of Peale Davies & Co. Inc., a consulting firm with particular expertise in financial process and IT outsourcing, and is a CPA and an attorney. Mr. Looney also serves as a consultant and director to numerous companies in the healthcare, manufacturing and technology services industries, including Sun Healthcare, WH Industries, APW Ltd., and Vein Associates of America, Inc. Between 2000 and 2005, he served as Senior Vice President and Chief Financial Officer of PCCI, Inc., a private IT staffing and outsourcing firm. Between 1992 and 2000, Mr. Looney worked at WH Industries as Chief Financial and Administrative Officer. Mr. Looney graduated summa cum laude from the University of Washington with a B.A. degree in Accounting and received a J.D. from the University of Washington School of Law where he was a member of the law review.

Charles S. Whitman III — Mr. Whitman is senior counsel (retired) at Davis Polk & Wardwell. Mr. Whitman was a partner in Davis Polk’s Corporate Department for 28 years,
47
representing clients in a broad range of corporate finance matters, including shelf registrations, securities compliance for financial institutions, foreign asset privatizations, and mergers and acquisitions. From 1971 to 1973, Mr. Whitman served as Executive Assistant to three successive Chairmen of the U.S. Securities and Exchange Commission. Mr. Whitman serves on the Legal Advisory Board of the National Association of Securities Dealers. Mr. Whitman graduated from Harvard College and graduated magna cum laude from Harvard Law School with a LL.B. Mr. Whitman also received an LL.M. from Cambridge University in England.

G. Cabell Williams —Mr. Williams is currently the Managing General Partner of Williams and Gallagher, a private equity partnership located in Chevy Chase, Maryland. In 2004 Mr. Williams concluded a 23 year career at Allied Capital Corporation, a $4 billion business development corporation based in Washington, DC. While at Allied, Mr. Williams held a variety of positions including President, COO and finally Managing Director following Allied’s merger with its affiliates in 1998. From 1991 to 2004, Mr. Williams either led or co-managed the firm’s Private Equity Group. For the nine years prior to 1999, Mr. Williams led Allied’s Mezzanine investment activities. For 15 years, Mr. Williams served on Allied’s Investment Committee where he was responsible for reviewing and approving all of the firm’s investments. Priorlimitations and requirements of the Revolving Facility. As of February 29, 2008, there was $78.5 million outstanding under the Revolving Facility. For the years ended February 28, 2009 and February 29, 2008, we recorded $2.4 and $4.0 million of interest expense and $193,464 and $155,946 of amortization of deferred financing costs related to 1991, Mr. Williams ran Allied’s Minority Small Business Investment Company. He also founded Allied Capital Commercial Corporation, a real estate investment vehicle. Mr. Williams has servedthe Revolving Facility, respectively, and the interest rates on the board of various public and private companies. Mr. Williams attended The Landon School, and graduatedoutstanding borrowings ranged from Mercersburg Academy and Rollins College, receiving a B.S. in Business Administration from the latter.
1.51% to 4.99%.

Interested directors

Thomas V. lnglesby — Mr. Inglesby is the Chief Executive Officer ofOn May 1, 2007, we formed GSC Investment Corp. Mr. Inglesby joined Funding II LLC (“GSC Group at its inception in 1999 and is currentlyFunding II”), a Senior Managing Director. From 1997 to 1999, Mr. Inglesby was a Managing Director at Greenwich Street Capital Partners. Prior to that, Mr. Inglesby was a Managing Director with Harbour Group in St. Louis, Missouri, an investment firm specializing in the acquisition of manufacturing companies in fragmented industries. In 1986, Mr. Inglesby joined PaineWebber and was a Vice President in the Merchant Banking department from 1989 to 1990. Mr. Inglesby graduated with honors from the University of Maryland with a B.S. degree in Accounting, from the University of Virginia School of Law with a J.D. degree and from the Darden Graduate School of Business Administration with a M.B.A. degree.

Richard M. Hayden — Mr. Hayden is the Chairman of GSC Investment Corp. Mr. Hayden joined GSC Group in 2000 and is currently a Vice Chairman of GSC Group, headwholly owned consolidated subsidiary of the corporateCompany, through which we entered into a $25.7 million term securitized credit group and a member of the firm management committee. Mr. Hayden was previously with Goldman, Sachs & Co. from 1969 until 1999 and was named a Partner in 1980. Mr. Hayden transferred to London in 1992, where he was a Managing Director and the Deputy Chairman of Goldman, Sachs & Co. International Ltd., responsible for all European investment banking activities. Mr. Hayden was also Chairman of the Credit Committee from 1991 to 1996, a member of the firm’s Commitment Committee from 1990 to 1995, a member of the firm’s Partnership Committee from 1997 to 1998 and a member of the Goldman, Sachs & Co. International Executive Committee from 1995 to 1998. In 1998, Mr. Hayden retired from Goldman, Sachs & Co. and was retained as an Advisory Director to consult in the Principal Investment Area. Mr. Hayden is a non-executive director of COFRA Holdings, AG and Deutsche Boerse AG. Mr. Hayden is also a member of The Wharton Business School International Advisory Board. Mr. Hayden graduated magna cum laude and Phi Beta Kappa from Georgetown University with a B.A. degree in Economics, and graduated from The Wharton School with a M.B.A. degree.
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Robert F. Cummings, Jr. — Mr. Cummings joined GSC Group in 2002 and is currently a Senior Managing Director, Chairman of the Risk & Conflicts Committee and the Valuation Committee and a member of the firm management committee. Mr. Cummings is a former member of the GSC Advisory Board. For the prior 28 years, Mr. Cummings was with 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. Mr. Cummings was named a Partner of Goldman, Sachs & Co. in 1986. Mr. Cummings retired in 1998 and was retained as an Advisory Director by Goldman, Sachs & Co. to work with certain clients on a variety of banking matters. Mr. Cummings is a director of 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. Mr. Cummings graduated from Union College with a B.A. degree and from the University of Chicago with a M.B.A. degree.

Executive officers who are not directors

David L. Goret, Vice President and Secretary — Mr. Goret joined GSC Group in 2004 as Managing Director, General Counsel and Chief Compliance Officer and became a Senior Managing Director in January 2007. He manages legal, compliance and certain administrative functions at GSC Group, and has significant expertise in a wide range of legal matters. From 2000 to 2002, Mr. Goret served as Managing Director and General Counsel of Hawk Holdings, LLC, which focused on creating, financing and operating emerging technology infrastructure and service businesses. From 2002 to 2003, he served as Senior Vice President and General Counsel of Mercator Software, Inc., a Nasdaq-listed software company. Mr. Goret graduated magna cum laude from Duke University with a B.A. degree in Religion and Political Science and from the University of Michigan with a J.D. degree.

Richard T. Allorto, Jr., Chief Financial Officer — Mr. Allorto joined GSC Group in 2001 and is responsible for overseeing the financial statement preparation and accounting operations relating to the corporate credit group division’s funds managed by GSC Group. Mr. Allorto was previously 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. From 1994 to 1998, he was with Arthur Andersen as a Supervising Audit Senor with a manufacturing industry focus. Mr. Allorto graduated from Seton Hall University with a B.S. degree in Accounting and is a licensed CPA.

Michael J. Monticciolo, Chief Compliance Officer — Mr. Monticciolo joined GSC Group in 2006. He was previously with the U.S. Securities & Exchange Commission as a Senior Counsel in the Division of Enforcement from 2000 to 2006 where he investigated and prosecuted enforcement matters involving broker-dealers, investment advisers, hedge funds and public companies. Prior to that, Mr. Monticciolo was a Staff Attorney with the Commission’s Office of Compliance Inspections and Examinations from 1998 to 2000. Mr. Monticciolo graduated from the Ohio State University with a B.A. degree in Political Science and graduated from Hofstra University School of Law with a J.D. degree.

Portfolio Management

The day-to-day management of the Company’s portfolio is the responsibility of the corporate credit group of GSC Group and overseen by our investment committee. The corporate credit group’s investment professionals collaborate to manage the Company’s portfolio and no one person is primarily responsible for the day-to-day management of the Company. Richard M. Hayden oversees the corporate credit group of GSC Groupfacility (the “Term Facility” and, together with Thomas V. Inglesby, Seth M. Katzenstein, Harvey E. Siegel, Alexander B. Wright, John R. Klinethe 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 David B.$0.3 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 March 2009 we amended the Revolving Credit Facility to increases the portion of the portfolio that can be invested in “CCC” rated investments in return for an increased interest rate and expedited amortization. As a result of these transactions, we expect to have additional cushion under our Borrowing Base (as defined below) that will allow us to better manage our capital in times of declining asset prices and market dislocation. If we are not able to obtain new sources of financing, however, we expect our portfolio will gradually de-lever as principal payments are received, which may negatively impact our net investment income and ability to pay dividends.
At February 28, 2009, we had $59.0 million in borrowings under the Revolving Facility. At February 29, 2008, we had $78.5 million in borrowings under the Revolving Facility and $21.5 million of undrawn commitments remaining. The actual amount that may be outstanding at any given time (the “Borrowing Base”) is dependent upon the amount and quality of the collateral securing the Revolving Facility. Our Borrowing Base was $59.9 million at February 28, 2009 versus $83.6 million at February 29, 2008. The decline in our Borrowing Base during this period is mainly attributable to the decline in the value of the pledged collateral and the downgrade of certain public ratings or private credit estimates of the pledged collateral.

F-23

49
Thompson Jr., hasFor purposes of determining the Borrowing Base, most significant responsibilityassets are assigned the values set forth in our most recent quarterly report filed with the SEC. Accordingly, the February 28, 2009 Borrowing Base relies upon the valuations set forth in the quarterly report for the day-to-day managementquarter ended November 30, 2008. The valuations presented in this annual report will not be incorporated into the Borrowing Base until after this report is filed with the SEC.
A Borrowing Base violation will occur if our outstanding borrowings exceed the Borrowing Base at any time. We can cure a Borrowing Base violation by reducing our borrowing below the Borrowing Base (by, e.g., selling collateral and repaying borrowings) or pledging additional collateral to increase the Borrowing Base. If we fail to cure a Borrowing Base violation within the specified time, a default under the Revolving Facility shall occur.
Note 8. Interest Rate Cap Agreements
In April and May 2007, pursuant to the requirements of the Company’s portfolio.
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.

Information regardingThe agreements provide for a payment to the Company in the event LIBOR exceeds 8%, mitigating our portfolio managers who are not directors or officersexposure to increases in LIBOR. With respect to calculating the payments under these agreements, the notional amount is as follows:

Seth M. Katzenstein — Mr. Katzenstein joined GSC Groupdetermined based on a pre-determined schedule set forth in the respective agreements which provides for a reduction in the notional at its inception in 1999 and is currently a Managing Directorspecified dates until the maturity of the corporate credit group. Heagreements. As of February 28, 2009 we did not receive any such payments as the LIBOR has not exceeded 8%. At February 28, 2009, the total notional outstanding for the interest rate caps was $66.4 million with Greenwich Street Capital Partners from 1998 to 1999 as an associate. Prior to 1998, Mr. Katzenstein was with Salomon Smith Barney Inc.,aggregate fair value of $0.04 million, which is recorded in outstanding interest cap at fair value on the Company’s consolidated balance sheet. For the year ended February, 28, 2009, the Company recorded $0.04 million of unrealized depreciation on derivatives in the Financial Institutions Group, where he worked on a varietyconsolidated statement of financing and advisory transactions. Mr. Katzenstein graduated with High Distinction fromoperations related to the University of Michigan with a B.B.A. degree.

Harvey E. Siegel — Mr. Siegel joined GSC Groupchange in 2002 and is currently a Managing Director of the corporate credit group. Mr. Siegel was previously with IBJ Whitehall Bank & Trust Company from 1982 to 2002, where he most recently held the position of Senior Vice President and Head of the Loan Workout Department. From 1980 to 1982, he was Associate General Counsel at Belco Petroleum Corporation. From 1978 to 1980, he was Vice President and Deputy General Counsel at Studebaker-Worthington, Inc. From 1969 to 1978, he was with Fried, Frank, Harris, Shriver & Jacobson as an associate in the corporate finance and M&A practice groups. Mr. Siegel graduated from City College of New York with a B.A. degree in Political Science, and from Columbia University School of Law with a J.D. degree.

Alexander B. Wright — Mr. Wright joined GSC Group in 2002 and is currently a Managing Director of the corporate credit group. He was previously with IBJ Whitehall Bank & Trust Corporation, in the Media & Communications Group, where he sourced, underwrote, and restructured senior debt financings from 1995 to 2002. In addition, Mr. Wright acted as a Portfolio Manager for IBJ Whitehall’s equity investment portfolio from 1999 to 2002. Prior to 1995, Mr. Wright worked at Chemical Banking Corporation as an analyst. Mr. Wright graduated from Rutgers College with a B.A. degree in Political Science and a minor in Economics, and from Fordham University with a M.B.A. degree.

John R. Kline — Mr. Kline joined GSC Group in 2001 and is currently a Vice President of the corporate credit group. Mr. Kline is responsible for bond and loan trading within the corporate credit group. Prior to 2001, he was with Goldman, Sachs & Co. in the Credit Risk Management and Advisory Group, where he was involved in capital structure analysis and credit risk management. Mr. Kline graduated from Dartmouth College, with an A.B. degree in History.

David B. Thompson Jr. — Mr. Thompson joined GSC Group in 2002 and is currently a Vice President of the corporate credit group. Prior to joining GSC Group, Mr. Thompson was with Goldman, Sachs & Co. in the Bank Debt Portfolio Group, where he worked on a variety of leveraged loan transactions. From 2000 to 2002, Mr. Thompson was in the Credit Risk Management and Advisory Group of Goldman, Sachs & Co. where he was involved in capital structure analysis and credit risk management. Mr. Thompson graduated from the University of Pennsylvania with a B.A. degree in Economics.

Committees of the board of directors
Audit committee
The audit committee is made up of Steven M. Looney, Charles S. Whitman III and G. Cabell Williams.  Steven M. Looney serves as the audit committee chairman.  The audit committee is responsible for approving our independent accountants, reviewing with our independent accountants the plans and results of the audit engagement, approving professional services provided by our independent accountants, reviewing the independence of our independent
50
accountants and reviewing the adequacy of our internal accounting controls. The audit committee is also responsible for aiding our board of directors in determining the fair value of debt and equity investments that are not publicly traded or for which current market values are not readily available; where appropriate, the boardinterest rate cap agreements.
The table below summarizes our interest rate cap agreements as of directors and audit committee may utilize the servicesFebruary 28, 2009 (dollars in thousands):
                     
          Interest    
     Instrument Type Notional Rate Maturity Fair Value
Interest Rate Cap Free Standing Derivative $40,000   8.0% Feb 2014 $28
Interest Rate Cap Free Standing Derivative  26,433   8.0  Nov 2013  12
                     
  Net fair value             $40
The table below summarizes our interest rate cap agreements as of an independent valuation firm to assist themFebruary 29, 2008 (dollars in determining the fair value of these investments.
thousands):
                     
          Interest    
     Instrument Type Notional Rate Maturity Fair 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
Nominating and Corporate Governance committeeNote 9. Directors Fees
The nominating committee is made up of Charles S. Whitman III, Peter K. Barker and G. Cabell Williams.  Charles S. Whitman III serves as the nominating committee chairman.  The nominating committee is responsible for selecting, researching and nominating directors for election by our stockholders, selecting nominees to fill vacancies on the board of directors or a committee of the board of directors, developing and recommending to the board of directors a set of corporate governance principles and overseeing the evaluation of the board of directors.
Compensation committee
The compensation committee is made up of G. Cabell Williams, Peter K. Barker and Steven M. Looney.  G. Cabell Williams serves as the compensation committee chairman.  The compensation committee consists entirely of independent directors. The compensation committee oversees our compensation policies generally, makes recommendations to the board of directors with respect to our incentive compensation and equity-based plans that are subject to the approval of our board of directors, evaluates executive officer performance and reviews our management succession plan, oversees and sets compensation, if any, for our executive officers, and prepares the report on executive officer compensation, if applicable, that Securities and Exchange Commission rules require to be included in our annual proxy statement. Currently, none of our executive officers are compensated by the Company.
Director compensation
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 committeeAudit 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 directors and officers. Independent directors have the option to receive their directors’ fees in the form of our common stock issued at a price per share equal to the greater of net asset value or the market price at the time of payment. No compensation is paid to directors who are “interested persons.”

Item 11.
Executive Compensation
Currently, none of our executive officers are compensated by For the Company.  Each of our executive officers is an employee of GSC Group.  See “Business - Our relationship with our investment adviser and GSC Group.”
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain ownership information with respect to our common stock as of May 1, 2007 for those persons who directly or indirectly own, control or hold with the power to vote, 5% or more of our outstanding shares of common stock and all officers and directors, as a group.
51

  
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%
_______________
(1)Includes common stock held by affiliates of GSC Group as follows: 66 ⅔ shares of common stock held by GSC Secondary Interest Company LLC, a Delaware limited liability company, 54,975 shares of common stock held by Greenwich Street Capital Partners II, L.P., a Delaware limited partnership, and 904,980 shares of common stock, held by GSC CDO III, L.L.C., a Delaware limited liability company.
(2)The address for all officers and directors is c/o GSC Investment Corp., 12 East 49th Street, New York, New York 10017.

The following table sets forth the dollar range of our equity securities beneficially owned by each of our directors as of March 23, 2007. We are not part of a “family of investment companies,” as that term is defined in the 1940 Act.

Name of Director
Dollar Range of Equity
Securities in GSC Investment Corp.(1)
Independent Directors
Peter K Barker
$10,001-$50,000
Steven M. Looney
$1-$10,000
Charles S. Whitman III
none
G. Cabell Williams
over $100,000
Interested Directors
Thomas V. Inglesby
over $100,000
Richard M. Hayden
over $100,000
Robert F. Cummings, Jr. 
None
_______________
(1)Dollar ranges are as follows: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, or over $100,000.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Conflicts of Interest

The investment adviser has built a professional working environment, a firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. The investment adviser has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, the investment adviser furnishes advisory services to numerous clients in addition to the Company, and the investment adviser may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts that are hedge funds or have performance or higher fees paid to the investment adviser or in which portfolio managers have a personal interest in the receipt of such fees) that may be the same as or different from those made to the Company. In addition, the investment adviser, its affiliates and any officer, director, stockholder or employee may or may not have an interest in the securities whose purchase and sale the investment adviser recommends to the Company. Actions with respect to securities of the same kind may be the same as or different from the action that the investment adviser, or any of its affiliates, or any officer, director, stockholder, employee or any member of their families may take with respect to the same securities. Moreover, the investment adviser may refrain from rendering any advice or services concerning securities of companies of which any of the investment
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adviser’s (or its affiliates’) partners, officers, directors or employees are directors or officers, or companies as to which the investment adviser or any of its affiliates or the partners, officers, directors and employees of any of them has any substantial economic interest or possesses material non-public information. In addition to its various policies and procedures designed to address these issues, the investment adviser includes disclosure regarding these matters to its clients in both its Form ADV and investment advisory agreements.
The investment adviser, its affiliates or their officers and employees similarly serve or may similarly serve entities that operate in the same or related lines of business. Accordingly, these individuals may have obligations to investors in those entities or funds or to other clients, the fulfillment of which might not be in the best interests of the Company. As a result, the investment adviser will face conflicts in the allocation of investment opportunities to the Company and other funds and clients. In order to enable such affiliates to fulfill their fiduciary duties to each of the clients for which they have responsibility, the investment adviser will endeavor to allocate investment opportunities in a fair and equitable manner which may, subject to applicable regulatory constraints, involve pro rata co-investment by the Company and such other clients or may involve a rotation of opportunities among the Company and such other clients.
While the investment adviser does not believe there will be frequent conflicts of interest, if any, the investment adviser and its affiliates have both subjective and objective procedures and policies in place and designed to manage the potential conflicts of interest between the investment adviser’s fiduciary obligations to the Company and their similar fiduciary obligations to other clients so that, for example, investment opportunities are allocated in a fair and equitable manner among the Company and such other clients. An investment opportunity that is suitable for multiple clients of the investment adviser and its affiliates may not be capable of being shared among some or all of such clients due to the limited scale of the opportunity or other factors, including regulatory restrictions imposed by the 1940 Act. There can be no assurance that the investment adviser’s or its affiliates’ efforts to allocate any particular investment opportunity fairly among all clients for whom such opportunity is appropriate will result in an allocation of all or part of such opportunity to the Company. Not all conflicts of interest can be expected to be resolved in favor of the Company.

Certain Affiliations

Our Chairman, Chief Executive Officer and Vice President and Secretary also serve as senior managers of GSC Group. In addition, certain of our directors are senior managers of GSC Group. As a result, the investment advisory and management agreement between us and our investment adviser was negotiated between related parties, and the terms, including fees payable, may not be as favorable to us as if it had been negotiated with an unaffiliated third party. See “Risk Factors — Risks related to our business — There are conflicts of interest in our relationship with our investment adviser and/or GSC Group, which could result in decisions that are not in the best interests of our stockholders” and “Risk Factors — Risks related to our business — Our investment adviser’s liability will be 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 that it would when acting for its own account.”

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.

As a result of regulatory restrictions, we are not permitted to invest in any portfolio company in which GSC Group or any affiliate currently has an investment. We may in the future submit an exemptive application to the SEC to permit greater flexibility to negotiate the terms of
53
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. There is no assurance that an application for exemptive relief would be granted by the SEC. Accordingly, we cannot assure you that we will be permitted to co-invest with funds managed by GSC Group.

Item 14.
Principal Accountant Fees and Services
The following table presents fees for professional audit services rendered by Ernst & Young LLP for the audit of the Company’s annual financial statements as ofyear ended February 28, 20072009 we accrued $0.3 million for directors fees expense and $18,017 for the period from May 12, 2006 (inception) to February 28, 2007 and fees billed for other services rendered by Ernst & Young LLP through 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
(1)Audit fees represent fees and expenses for the audit of the Company’s annual financial statements.
(2)Audit-related fees represent services in conjunction with the Company’s initial public offering and registration statement and this annual report on Form 10-K.
(3)Tax fees represent services in conjunction with preparation of the Company’s tax return.
(4)Aggregate non-audit fees comprise audit-related fees, tax fees and all other fees.

The Audit Committee has concluded the provisionreimbursement of the non-audit services listed above is compatible with maintaining the independence of Ernst & Young LLP.

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PART IV

Item 15.
Exhibits and Financial Statement Schedules
1. Financial Statements
The following financial statements of GSC Investment Corp. (the “Company” or the “Registrant”) are filed herewith:
Statement of Assets, Liabilities, and Member's Capital as of February 28, 2007F-3
Statement of Operations for the period from May 12, 2006 (date of inception) to February 28, 2007F-4
Statement of Members Capital for the period from May 12, 2006 (date of inception) to February 28, 2007F-5
Statement of Cash Flows for the period from May 12, 2006 (date of inception) to February 28, 2007F-6
Statement of Changes in Net Assets for the period from May 12, 2006 (date of inception) to February 28, 2007F-7
Notes to Financial StatementsF-8
2. Exhibits
EXHIBIT INDEX

Exhibit
Number
Description
  3.1Form of Charter of GSC Investment Corp.*********
  3.2Form of Bylaws of GSC Investment Corp.*********
  4.1Specimen certificate of GSC Investment Corp.’s common stock, par value $0.0001 per share.*********
  4.2Form of Registration Rights Agreement dated          , 2007 between GSC Investment Corp., GSC CDO III L.L.C., GSCP (NJ) L.P. and the other investors party thereto.***
  4.3Form of Dividend Reinvestment Plan.*******
10.1Form of Investment Advisory and Management Agreement dated          , 2007 between GSC Investment LLC and GSCP (NJ) L.P.*******
10.2Form of Custodian Agreement dated          , 2007 between GSC Investment LLC and          .*******
10.3Form of Regulations of American Stock Transfer and Trust Company.***
10.4Form of Administration Agreement dated          , 2007 between GSC Investment Corp. and GSCP (NJ) L.P.*
55

10.5Form of Trademark License Agreement dated          , 2007 between GSC Investment Corp. and GSCP (NJ) L.P.*******
10.6Contribution 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.*******
10.7Portfolio Acquisition Agreement dated March 21, 2007 between GSC Investment Corp. and GSC Partners CDO Fund III, Limited.*******
10.8Form of Indemnification Agreement dated          , 2007 between GSC Investment LLC and each officer and director of GSC Investment LLC.*******
10.9Form of Indemnification Agreement dated          , 2007 between GSC Investment LLC and each investment committee member of GSCP (NJ) L.P.*******
10.10Collateral Management Agreement dated November 5, 2001 among GSC Partners CDO Fund III, Limited and GSCP (NJ), L.P.*****
10.11Amended and Restated Limited Partnership Agreement of GSC Partners CDO GP III, L.P. dated October 16, 2001.*****
10.12Amended and Restated Limited Partnership Agreement of GSC Partners CDO Investors III, L.P. dated August 27, 2001.*****
10.13Form of Amendment to the Contribution and Exchange Agreement dated          , 2007 among GSC Investment LLC, GSC CDO III, L.L.C., GSCP (NJ), L.P., and the other investors party thereto.**
10.14
Form of Assignment and Assumption Agreement dated          , 2007 among GSCP (NJ), L.P. and GSC Investment LLC.**** 1
10.15Form of Notification of Fee Reimbursement dated          , 2007.*
10.16Form of Amendment to Investment Advisory and Management Agreement dated May 23, 2007 between GSC Investment Corp. and GSCP (NJ), L.P.
14.1Code of Ethics of the Company adopted under Rule 17j-1.***
21.1List of Subsidiaries.
31.1Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Chief Executive 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.
32.2Chief 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.

*Incorporated by reference to Amendment No. 8 to GSC Investment Corp.’s Registration Statement on Form N-2, File No. 333-138051, filed on March 23, 2007.
56
**Incorporated by reference to Amendment No. 7 to GSC Investment Corp.’s Registration Statement on Form N-2, File No. 333-138051, filed on March 22, 2007.
***Incorporated by reference to Amendment No. 6 to GSC Investment Corp.’s Registration Statement on Form N-2, File No. 333-138051, filed on March 22, 2007.
****Incorporated by reference to Amendment No. 5 to GSC Investment LLC’s Registration Statement on Form N-2, File No. 333-138051, filed on March 8, 2007.
*****Incorporated by reference to Amendment No. 4 to GSC Investment LLC’s Registration Statement on Form N-2, File No. 333-138051, filed on February 23, 2007.
******Incorporated by reference to Amendment No. 3 to GSC Investment LLC’s Registration Statement on Form N-2, File No. 333-138051, filed on February 7, 2007.
*******Incorporated by reference to Amendment No. 2 to GSC Investment LLC’s Registration Statement on Form N-2, File No. 333-138051, filed on January 12, 2007.
********Incorporated by reference to GSC Investment LLC’s Registration Statement on Form N-2, File No. 333-138051, filed on December 1, 2006.
*********Incorporated by reference to GSC Investment Corp’s Registration Statement on Form 8-A, File No. 001-333-76, filed on March 21, 2007.
57

SIGNATURES
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.
Date:  May 24, 2007By
/s/ Thomas V. Inglesby
Thomas V. Inglesby
Director and Chief Executive Officer, GSC Investment Corp.
*  *  *  *  *
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.

Signature
Title
Date
/s/ Richard M. Hayden
RICHARD M. HAYDEN
Chairman of the Board of DirectorsMay 24, 2007
/s/ Thomas V. Inglesby
THOMAS V. INGLESBY
Director and Chief Executive OfficerMay 24, 2007
/s/ Richard T. Allorto, JR.
RICHARD T. ALLORTO, JR.
Chief Financial Officer and Chief Accounting OfficerMay 24, 2007
/s/ Robert F. Cummings, JR.
ROBERT F. CUMMINGS, JR.
Member of the Board of DirectorsMay 24, 2007
/s/ Peter K. Barker
PETER K. BARKER
Member of the Board of DirectorsMay 24, 2007
/s/ Steven M. Looney
STEVEN M. LOONEY
Member of the Board of DirectorsMay 24, 2007
/s/ Charles S. Whitman III
CHARLES S. WHITMAN III
Member of the Board of DirectorsMay 24, 2007
/s/ G. Cabell Williams
G. CABELL WILLIAMS
Member of the Board of DirectorsMay 24, 2007


58


INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting FirmF- 2
Statement of Assets, Liabilities, and Member’s Capital as of February 28, 2007F- 3
Statement of Operations for the period from May 12, 2006 (date of inception) to February 28, 2007F- 4
Statement of Member’s Capital for the period from May 12, 2006 (date of inception) to February 28, 2007F- 5
Statement of Cash Flows for the period from May 12, 2006 (date of inception) to February 28, 2007F- 6
Statement of Changes in Net Assets for the period from May 12, 2006 (date of inception) to February 28, 2007F-7
Notes to Financial StatementsF-8


  
Ernst & Young LLP
5 Times Square
New York, New York
  
Phone: (212) 773-3000
www.ey.com
Report of Independent Registered Public Accounting Firm

To the Management of GSC Investment LLC:

We have audited the accompanying statement of assets, liabilities and member’s capital of GSC Investment LLC (the “Company”) as of February 28, 2007, and the related statements of operations, cash flows and Members’ capital for the period from May 12, 2006 (inception) to February 28, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit 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 audit 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GSC Investment LLC as of February 28, 2007 and the results of its operations, changes in Members’ capital and its cash flows for the period from May 12, 2006 (inception) to February 28, 2007, in conformity with U.S. generally accepted accounting principles.
 

New York, New York
May 18, 2007

A Member Practice of Ernst & Young Global
F-2
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 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.
    

F-4


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.
    

F-5


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.
    
     

F-6


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.
    

F-7
GSC INVESTMENT LLC
NOTES TO FINANCIAL STATEMENTS
out-of-pocket expenses. As of February 28, 2007
1. Organization

GSC Investment, LLC (the “LLC”)2009, $5,250 in directors fees expense was organizedunpaid and included in May 2006 as a Maryland limited liability company. The LLC is a newly organized non-diversified closed-end management investment companyaccounts payable and has elected to be regulated as a business development company (“BDC”) underaccrued expenses in the Investment Company Act of 1940, as amended (the “1940 Act”).consolidated balance sheet. As of February 28, 2007,2009, we had not issued any common stock to our directors as compensation for their services.

F-24

Note 10. Stockholders’ Equity
On May 16, 2006, GSC Group capitalized 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”) was incorporated in Maryland and 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 LLC’s and the Company’s, as the surviving entity, operations will be externally managed and advised by our investment adviser, GSCP (NJ), L.P. (individually and collectively with its affiliates, “GSC Group” or the “Manager”), pursuant to an investment advisory and management agreement.
2. Significant Accounting Policies

Basis of Presentation

The financial statements have been prepared in accordance with U.S generally accepted accounting principles and are expressed in U.S. dollars.

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with U.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.

Recent 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.
Cash and Cash Equivalents
F-8
The LLC considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
Deferred Offering Cost
Deferred offering costs consist principally of legal fees incurred by the LLC related to the Company’s IPO that was subsequently completed on March 28, 2007. These offering costs will be charged directly against capital and are limited to $1 million. Offering costs in excess of $1 million will be paid for by the Manager. As of February 28, 2007, the LLC has accrued $808,617 relating to offering costs.

Organizational Expenses
Organizational expenses consist principally of professional fees incurred in connection with the organization of the LLC and have been expensed as incurred. The Manager has agreed to pay organizational expenses on behalf of the LLC, and to be subsequently reimbursed through the proceeds of the IPO.

Income Taxes

As of February 28, 2007, no provision for federal, state and local income taxes has been made in the LLC financial statements, as the member is individually liable for its own tax payments.

The Company intends to elect and continue to qualify for the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986 (the "Code"), as amended, and among other things, intends to continue 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 factors, 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 federal excise tax of 4% 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.

In July 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken 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 required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. At this time, management has evaluated the implications of FIN 48 and has determined that all uncertain tax positions have been properly presented and disclosed in the financial statements.


F-9
3. Related Party Transactions

The due to affiliate balance of $73,810 includes amounts paid by the Manager on behalf of the LLC for certain organizational expenses and offering costs.

In May 2006, GSC Secondary Interest Fund, LLC, an affiliated entity of GSC Group, contributedcontributing $1,000 to the LLC in exchange for 66 2/367 shares, constituting all of the issued and outstanding shares of the LLC.

4. Subsequent events

On March 21,20, 2007, GSC Investment Corp. was incorporated in Maryland and concurrently, GSC Investment, LLC was merged with and into the Company in accordance with the procedure for such merger in the LLC’s limited liability company agreementissued 959,955 and Maryland law. In connection with such merger, each outstanding common share of the LLC was converted into an equivalent number of81,362 shares of common stock, priced at $15.00 per share, to GSC Group and certain individual employees of the Company and the Company is the surviving entity. The Company is a non-diversified closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).

On March 21, 2007, the Company entered into an Investment Advisory 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 decisionsGSC Group, respectively, in exchange for the Company, includinggeneral partnership interest and a limited partnership interest in GSC Partners CDO III GP, LP, collectively valued at $15.6 million. At this time, the execution and delivery67 shares owned by GSC Group in the LLC were exchanged for 67 shares 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.GSC Investment Corp.

Under the Management Agreement, the Company agrees to pay the Manager a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) for the services provided. The Base Management Fee shall be calculated and payable quarterly in arrears and is equal to 1.75% per annum of the Company’s total assets (other than cash or cash equivalents but including assets purchased with borrowed funds). The Incentive Fee shall consist of two parts, the “Pre-Incentive Fee” and “Capital Gains Fee”. The Pre-Incentive Fee is calculated and payable quarterly in arrears based on the pre-incentive fee net investment income for the quarter and is subject to a hurdle rate of 1.875% per quarter (7.5% annualized). The Capital Gains Fee is calculated and payable as of the end of each fiscal year and is calculated by subtracting (i) the sum of the Company’s cumulative aggregate realized capital losses and cumulative aggregate unrealized capital depreciation from (ii) the Company’s cumulative aggregate realized capital gains, in each case calculated from inception. If such amount is positive at the end of such year, then the Capital Gains Fee for such year is equal to 20.0% of such amount, less the cumulative aggregate amount of Capital Gains Fees paid in all prior years. If such amount is negative, then there is no Capital Gains Fee for such year.
F-10

On March 28, 2007, the Company completed its initial public offering 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 commenced its investment operations.$1.0 million in offering costs, were $100.7 million.

Note 11. 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 years ended February 28, 2009, and February 29, 2008 (dollars in thousands except per share amounts):
         
  February 28, 2009 February 29, 2008
Basic and diluted
        
Net decrease in net assets from operations $(21,315) $(5,451)
Weighted average common shares outstanding  8,291,384   7,761,965 
Earnings per common share-basic and diluted $(2.57) $(0.70)
Note 12. Dividend
The following table summarizes dividends declared during the years ended February 28, 2009 and February 29, 2008 (dollars in thousands except per share amounts):
                 
Date Declared Record Date Payment Date Amount Per
Share *		 Total Amount
 
May 22, 2008 May 30, 2008 June 13, 2008 $0.39  $3,234 
August 19, 2008 August 29, 2008 September 15, 2008  0.39   3,234 
December 8, 2008 December 18, 2008 December 29, 2008  0.25   2,072 
           
Total dividends declared         $1.03  $8,540 
             
                 
          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-25

Note 13. Financial Highlights
The following is a schedule of financial highlights for the years ended February 28, 2009 and February 29, 2008:
         
  February 28, 2009 February 29, 2008
Per share data:        
Public offering cost at IPO, March 23, 2007 $—  $15.00 
Sales load  —   (0.85)
Offering cost  —   (0.12)
     
Net asset value at beginning of period/IPO  11.80   14.03 
         
Net investment income (1)  1.67   1.30 
Net realized gains (losses) on investments and derivatives  (0.86)  0.47 
Net unrealized depreciation on investments and derivatives  (3.38)  (2.45)*
     
Net decrease in stockholders’ equity  (2.57)  (0.68)
         
Distributions declared from net investment income  (1.03)  (1.37)
Distributions declared from net realized capital gains  —   (0.18)
 
     
Total distributions to stockholders  (1.03)  (1.55)
     
Net asset value at end of period $8.20  $11.80 
     
Net assets at end of period $68,013,777  $97,869,040 
Shares outstanding at end of period  8,291,384   8,291,384 
 
Per share market value at end of period $1.99  $11.04 
Total return based on market value (2)  (72.64)%  (16.07)%
Total return based on net asset value (3)  (21.78)%  (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)  15.19%  8.11%
Ratio of operating expenses to average net assets (4)  7.12%  5.91%
Ratio of incentive management fees to average net assets  2.05%  0.64%
Ratio of credit facility related expenses to average net assets  3.05%  4.51%
Ratio of total expenses to average net assets (4)  12.23%  11.05%
(1)Net investment income excluding expense waiver and reimbursement equals $1.55 and $1.08 per share for the years ended February 28, 2009 and February 29, 2008, respectively.
(2)For the year ended February 28, 2009, the total return based on market value equals the decrease in market value at February 28, 2009, of $9.05 per share over the price per share at February 29, 2008, of $11.04, plus the declared dividend of $0.39 per share for stockholders of record on May 30, 2008, the declared dividend of $0.39 per share for stockholders of record on August 29, 2008, and the declared dividend of $0.25 per share for stockholders of record on December 29, 2008, divided by the February 29, 2008 price per share. 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 dividend of $0.24 per share for stockholders of record on May 29, 2007, the declared dividend of $0.36 per share for stockholders of record on August 24, 2007, the declared dividend of $0.38 per share for stockholders of record on November 30, 2007, the declared dividend of $0.18 per share for stockholders of record on January 28, 2008, and the declared dividend of $0.39 per share for stockholders of record on March 10, 2008, divided by the IPO offering price per share. Total return based on market value is not annualized.
(3)For the year ended February 28, 2009, the total return based on net asset value equals the change in net asset value during the period plus the declared dividend of $0.39 per share for stockholders of record on May 30, 2008, the declared dividend of $0.39 per share for stockholders of record on August 29, 2008, and the declared dividend of $0.25 per share for stockholders of record on December 29, 2008, divided by the beginning net asset value during the period. 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 dividend of $0.24 per share for stockholders of record on May 29, 2007, the declared dividend of $0.36 per share for stockholders of record on August 24, 2007, the declared dividend of $0.38 per share for stockholders of record on November 30, 2007, the declared dividend of $0.18 per share for stockholders of record on January 28, 2008, and the declared dividend of $0.39 per share for stockholders of record on March 10, 2008,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 28, 2009, incorporating the expense waiver and reimbursement arrangement, the ratio of net investment income, operating expenses, total expenses to average net assets is 16.21%, 5.94%, and 11.04%, respectively. For the year ended

F-26

February 29, 2008, incorporating the expense waiver and reimbursement arrangement, the ratio of net investment income, operating expenses, total expenses to average net assets is 9.63%, 4.31%, and 9.45%.
Note 14. Related Party Transaction
On March 28,20, 2007, the Company issued 959,955 and April 2, 2007, pursuant81,362 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 portfolio acquisition agreement withlimited partnership interest in GSC Partners CDO III GP, LP, collectively valued at $15.6 million. Additionally, GSC Group assigned its rights to act as collateral manager for GSC Partners CDO Fund III, Limited a Cayman Islands exempted company (“CDO Fund III”) to the Company. The Company purchased forpaid GSC Group $0.1 million to acquire the rights to act as collateral manager and expected to receive collateral management fees of $0.2 million. For the year ended February 29, 2008 we received $0.4 million of management fee income from CDO III and received distributions of $16.1 million from our partnership interests resulting in a realized gain of $0.5 million. As of February 28, 2009, the fair value of the general partnership interest and limited partnership interest is $108,939.
On January 10, 2008, GSC Group notified our Dividend Reinvestment Plan Administrator that it was electing to receive dividends and other distributions in cash a portfolio(rather than in additional shares of first lien and second lien loans, senior secured bonds and unsecured bondscommon stock) with respect to all shares of stock held by CDO Fund III forit and the investment funds under its control. For the year ended February 29, 2008, GSC Group received 35,911 of additional shares under the dividend reinvestment plan. As of February 28, 2009, GSC Group and its affiliates own approximately $87 million and $11 million, respectively.

12% of the outstanding common shares of the Company.
On April 11, 2007, the Company and GSC Investment Funding LLC (“GSC Funding”), its wholly owned subsidiary,January 22, 2008, we entered into a purchase and salecollateral 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 Company agreedoutstanding principal amount of GSCIC CLO’s assets, to sellbe paid quarterly to GSC Funding certain securities and loans originatedthe 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 purchasedgreater than 12%. We do not expect to enter into additional collateral management agreements in the near future.
In April 2009, our investment adviser withheld a scheduled principal amortization payment under its credit facility, resulting in a default thereunder.  Our investment adviser has initiated discussions with its secured lenders regarding a consensual restructuring of its obligations under such credit facility. While we are not directly affected by our investment adviser’s default, if it is unable to restructure its credit facility, or an acceleration of the outstanding principal balance by the Company in its normal course of business andlenders occurs, the related rights of payment thereunder and the interestsability of the investment adviser to retain key individuals and perform its investment advisory duties for us could be significantly impaired.
Note 15. Selected Quarterly Data (Unaudited)
                 
  2009
  Qtr 4 Qtr 3 Qtr 2 Qtr 1
  ($ in thousands, except per share numbers)
Interest and related portfolio income $5,480  $6,361  $5,835  $5,715 
Net investment income  3,288   3,887   3,455   3,195 
Net realized and unrealized loss  (17,296)  (11,438)  (6,023)  (384)
Net increase (decrease) in net assets resulting from operations  (14,008)  (7,551)  (2,567)  2,811 
Net investment income per common share at end of each quarter $0.40  $0.47  $0.42  $0.39 
Net realized and unrealized loss per common share at end of each quarter $(2.09) $(1.38) $(0.73) $(0.05)
Dividends declared per common share $—  $0.25  $0.39  $0.39 
Net asset value per common share $8.20  $10.14  $11.05  $11.75 

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  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 16. Subsequent Events
Following the end of the fiscal year ended February 28, 2009, AbitibiBowater Inc. and certain of its subsidiaries, which includes the Company’s $2.1 million investment in Abitibi-Consolidated Company of Canada (“Abitibi”), filed voluntary petitions on April 16, 2009 in the related property and other interest securing the payments to be madeUnited States under such securities and loans.
Additionally on AprilChapter 11 the Company, as performance guarantor, GSC Funding, as borrower, and the Manager, as servicer, entered into a credit agreement (the “Credit Agreement”) with Deutsche Bank AG, New York branch, as administrative agent, U.S. Bank National Association, as trustee and back-up servicer, and the commercial paper lenders and financial institutions from time to time party thereto. The Credit Agreement provides for a $85,000,000 revolving securitized credit facility that may be increased up to $130,000,000 subject to satisfaction of certain conditions.  The interest rate on the revolving securitized credit facility is based on the commercial paper rate plus 0.70%. The Credit Agreement contains certain negative covenants, customary representations and warranties, affirmative covenants and events of default. On May 1, 2007, pursuant to Section 2.3(b) in the Credit Agreement, the facility amount was increased to $100,000,000.

On May 1, 2007, the Company and GSC Investment Funding II LLC (“GSC Funding II”), its wholly owned subsidiary, entered into a purchase and sale agreement, pursuant to which the Company agreed to sell to GSC Funding II certain securities and loans purchased by the Company and the related rights of payment thereunder and the interests of the CompanyUnited States Bankruptcy Code and sought creditor protection under the Companies Creditors Arrangement Act in the related property and other interest securing the payments to be made under such securities and loans.Canada.

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On May 1, 2007, the Company and GSC Partners CDO Fund Limited (“GSC CDO”) entered into a purchase and sale agreement, pursuant to which GSC CDO agreed to sell to the Company for cash a portfolio of first lien and second lien loans, senior secured bonds, and unsecured bonds for approximately $58 million.
On May 1, 2007, the Company, as performance guarantor, GSC Funding II, as borrower, and GSCP (NJ), L.P., as servicer, entered into a credit agreement (the “GSC Funding II Credit Agreement”) with Deutsche Bank AG, New York branch, as administrative agent, U.S. Bank National Association, as trustee and back-up servicer, and the commercial paper lenders and financial institutions from time to time party thereto. The 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.
On May 1, 2007, the Company, as performance guarantor, GSC Funding, as borrower, 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.
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