Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On December 8, 2020, Gladstone Capital Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Gladstone Management Corporation, Gladstone Administration, LLC and Raymond James & Associates, Inc. in connection with the issuance and sale of $100 million aggregate principal amount of the Company’s 5.125% Notes due 2026 (the “Offering”). The closing of the Offering is expected to occur on December 15, 2020, subject to customary closing conditions.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333–228720) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated December 8, 2020 and a final prospectus supplement dated December 8, 2020. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The description above is only a summary of the material provisions of the Underwriting Agreement and is qualified in its entirety by reference to a copy of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
Joinder Agreement
On December 9, 2020, the Company increased its borrowing capacity under its Fifth Amended and Restated Credit Agreement, by and among Gladstone Business Loan, LLC, as Borrower, Gladstone Management Corporation, as Servicer, the Lenders and Managing Agents parties thereto from time to time and KeyBank National Association, as Administrative Agent, as amended (the “Credit Facility”), from $180 million to $205 million by entering into a Joinder Agreement (the “Joinder Agreement”) pursuant to the terms of the Credit Facility, with Customers Bank.
The description above is only a summary of the material provisions of the Joinder Agreement and is qualified in its entirety by reference to a copy of the Joinder Agreement, which will be filed with the Company’s next periodic report.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits
