Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇▇ FBR, Inc. $ 5,906,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuer: Gladstone Capital Corporation (the “Company”) Title of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the Notes or at such other office as the Company may designate.
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. $ 13,021,750 ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. $ 10,326,100 ▇. ▇▇▇▇▇ Securities, Inc. $ 14,130,425 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 3,434,775 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇▇ FBR, Inc. $ 5,906,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 9,086,950 Total $ 33,750,000 50,000,000 Issuer: Gladstone Capital Corporation Corporation, a Maryland corporation (the “Company”) Title of the Securities: 5.3757.75% Notes due 2024 2028 Rating:* [Intentionally Omitted] Initial Aggregate Principal Amount Being Offered: $33,750,000 50,000,000 Over-Allotment Option: Up to $5,062,500 7,500,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount; the . The outstanding principal amount of each Note the Notes will be payable on its the stated maturity date at the office of the trustee, paying agent, agent and security registrar for the Notes or at such other office as the Company may designate.
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 525,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 420,000 ▇. ▇▇▇▇▇▇▇▇▇ FBRSecurities, Inc. $ 5,906,250 315,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. $ 2,868,750 210,000 BB&T Capital Markets, a division of BB&T Securities, LLC 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, LLC 21,000 Total 2,100,000 Number of Initial Securities: 2,100,000 Number of Option Securities: 315,000 Public offering price $ 1,856,250 Total 9.38 Sales load (underwriting discounts and commissions) $ 33,750,000 Issuer0.3752 Proceeds to the Company, before expenses $ 9.0048 Pricing Date: May 9, 2017 Closing Date (T+3): May 12, 2017 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $18.6 million. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Investment Corporation (the “Company”) Title ), providing for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per share (the “Securities”), of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of Company (the date hereof solely “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of them in the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the Notes or at such other office as the Company may designateUnderwriting Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Gladstone Investment Corporation\de)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to us the enclosed duplicate hereof, whereupon this letter and indicate your acceptance shall represent a binding agreement among of this Agreement by signing in the Company, the Adviser, the Administrator and the Underwritersspace provided below. Very truly yours, EQT CORPORATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer ▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO. By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇▇, Sachs & Co. 6,500,000 Total 6,500,000 None
(a) Number of Firm Shares offered by the Company: 6,500,000
(b) Price per Share: $58.50
1. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer
2. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇, President
3. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President and Chief Financial Officer February 19, 2016 EQT Corporation EQT Plaza ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Sachs & Co. ▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with EQT Corporation (the “Company”), providing for the public offering by the Underwriter of common stock, no par value (the “Common Stock”), of the Company (the “Public Offering”). In consideration of the Underwriter’s agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period ending 45 days after the date of the prospectus (the “Lock-Up Period”) relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, the undersigned may transfer (a) shares of Common Stock acquired in open market transactions by the undersigned after the completion of the Public Offering, (b) shares of Common Stock to the Company for the cashless exercise of options to purchase Common Stock for any withholding taxes on the exercise thereof or to pay the exercise price thereof pursuant to employee benefit plans as described in the Prospectus or to pay any taxes on vesting of performance stock unit awards, (c) any or all of the shares of Common Stock or other Company securities if the transfer is other than a disposition for value and is by (i) gift, will or intestacy, (ii) to a trust for direct or indirect benefit of the officer or an immediate family member of such person or (iii) distribution to partners, members or shareholders of the undersigned and (d) up to [•] shares of Common Stock if the transfer is other than a disposition for value and is to an entity which is a non-profit or a Section 501(c)(3) organization under the Code (as defined in the Underwriting Agreement); provided, however, that in the case of a transfer pursuant to clause (c) above, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding the securities subject to the provisions of this Lock-Up Agreement. The undersigned agrees that the Company may, and that the undersigned will if requested (i) with respect to any shares of Common Stock or other Company securities for which the undersigned is the record holder, cause the transfer agent for the Company to note stop transfer instructions with respect to such securities on the transfer books and records of the Company and (ii) with respect to any shares of Common Stock or other Company securities for which the undersigned is the beneficial holder but not the record holder, cause the record holder of such securities to cause the transfer agent for the Company to note stop transfer instructions with respect to such securities on the transfer books and records of the Company. In addition, the undersigned hereby waives any and all notice requirements and rights with respect to registration of securities pursuant to any agreement, understanding or otherwise setting forth the terms of any security of the Company held by the undersigned, including any registration rights agreement to which the undersigned and the Company may be party; provided that such waiver shall apply only to the proposed Public Offering, and any other action taken by the Company in connection with the proposed Public Offering. The undersigned hereby agrees that, to the extent that the terms of this Lock-Up Agreement conflict with or are in any way inconsistent with any registration rights agreement to which the undersigned and the Company may be a party, this Lock-Up Agreement supersedes such registration rights agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. [Signature Page Follows] Signature: Print Name: February 24, 2016 ▇▇▇▇▇▇▇, Sachs & Co. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ TitleRE: Offering of 6,500,000 shares of EQT Corporation Common Stock, no par value Ladies and Gentlemen: We have acted as special counsel to EQT Corporation, a Pennsylvania corporation (the “Company” or “Our Client”), in connection with the Underwriting Agreement, dated February 19, 2016 (the “Underwriting Agreement”), between you and the Company, relating to the sale by the Company to you of 6,500,000 shares (the “Firm Shares”) of the Company’s Common Stock, no par value (the “Common Stock”), and up to an additional 975,000 shares of Common Stock (the “Option Shares”) at your option. The Firm Shares and the Option Shares are collectively referred to herein as the “Securities.” This opinion is being furnished to you pursuant to Section 4(f) of the Underwriting Agreement. Neither the delivery of this opinion nor anything in connection with the preparation, execution or delivery of the Underwriting Agreement or the transactions contemplated thereby is intended to create or shall create an attorney-client relationship with you or any other party except Our Client. In rendering the opinions stated herein, we have examined and relied upon the following:
(a) the registration statement on Form S-3 (File No. 333-191781) of the Company relating to the Securities and other securities of the Company filed with the Securities and Exchange Commission (the “Commission”) on October 17, 2013 under the Securities Act of 1933 (the “Securities Act”) allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), including information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations (such registration statement including the Incorporated Documents (as defined below) being hereinafter referred to as the “Registration Statement”); ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. February 24, 2016
(b) the prospectus, dated October 17, 2013 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement;
(c) the preliminary prospectus supplement, dated February 19, 2016, (together with the Base Prospectus and the Incorporated Documents, the “Preliminary Prospectus”) relating to the offering of the Securities, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(d) the prospectus supplement, dated February 19, 2016 (together with the Base Prospectus and the Incorporated Documents, the “Prospectus”), relating to the offering of the Securities, in the form filed by the Company pursuant to Rule 424(b) of the Rules and Regulations;
(e) the documents described on Schedule 1 hereto filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934 and incorporated by reference into the Registration Statement, the Prospectus or Preliminary Prospectus, as the case may be, as of the date hereof (collectively, the “Incorporated Documents”);
(f) an executed copy of the Underwriting Agreement;
(g) an executed copy of a certificate of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President and Chief Executive Financial Officer By: /s/ of the Company, dated the date hereof, a copy of which is attached as Exhibit A hereto (the “Officer’s Certificate”);
(h) an executed copy of a certificate of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed , Assistant Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);
(i) copies of the certificate of incorporation, certificate of formation or certificate of limited partnership, as applicable, of each of EQT Capital Corporation, a Delaware corporation (“EQT Capital”), EQT GP Holdings, LP, a Delaware limited partnership, EQT Investments Holdings, LLC, a Delaware limited liability company, EQT Midstream Partners, LP, a Delaware limited partnership, and accepted EQT Gathering Holdings, LLC, a Delaware limited liability company (collectively, the “Delaware Subsidiaries”), certified by the Secretary of State of the State of Delaware as of February 16, 2016;
(j) copies of the bylaws of EQT Capital, as amended and in effect as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative hereof, certified pursuant to the Secretary’s Certificate;
(k) copies of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ limited liability company operating agreement or limited partnership agreement, as applicable, of each Delaware Subsidiary other than EQT Capital, as described on Schedule 2 hereto, certified pursuant to the Secretary’s Certificate (collectively, the “LLC/LP Agreements” and each an “LLC/LP Agreement”);
(l) copies of certificates, dated February 16, 2016, and bringdown verifications thereof, dated the date hereof, from the Secretary of State of the State of Delaware with respect ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 Ladenburg ▇▇▇▇▇▇▇▇ , Sachs & Co. Inc. $ 9,618,750 ▇February 24, 2016 to the existence and good standing of each Delaware Subsidiary in the State of Delaware (collectively, the “Delaware Certificates”); and
(m) the Scheduled Contracts (as defined below). ▇▇▇▇▇ FBRWe have also examined originals or copies, Inc. $ 5,906,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuer: Gladstone Capital the Delaware Subsidiaries and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below. In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company, the Delaware Subsidiaries and others and of public officials, including the facts and conclusions set forth in the Officer’s Certificate. We do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York, (ii) the federal laws of the United States of America and (iii) solely with respect to our opinion set forth in paragraph 1 below, (A) the General Corporation Law of the State of Delaware (the “CompanyDGCL”), (B) the Delaware Limited Liability Company Act (the “DLLCA”) Title of and (C) the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the Notes or at such other office as the Company may designateDelaware Revised Uniform Limited Partnership Act (“DRULPA”).
Appears in 1 contract
Sources: Underwriting Agreement (EQT Corp)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. $ 54,782,575 Lucid Capital Markets, LLC $ 21,608,700 ▇. ▇▇▇▇▇ Securities, Inc. $ 18,260,875 InspereX LLC $ 7,608,700 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇▇ FBR, Inc. $ 5,906,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. $ 2,868,750 6,521,750 Wedbush Securities Inc. $ 1,856,250 1,217,400 Total $ 33,750,000 110,000,000 Issuer: Gladstone Capital Investment Corporation (the “Company”) Title of the Securities: 5.3757.875% Notes due 2024 2030 Rating:* [Intentionally Omitted] Initial Aggregate Principal Amount Being Offered: $33,750,000 110,000,000 Over-Allotment Option: Up to $5,062,500 16,500,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount; the . The outstanding principal amount of each Note the Notes will be payable on its the stated maturity date at the office of the trustee, paying agent, agent and security registrar for the Notes or at such other office as the Company may designate.
Appears in 1 contract
Sources: Underwriting Agreement (Gladstone Investment Corporation\de)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 620,000 ▇.▇. ▇▇▇▇▇▇▇▇ & Co. 480,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 320,000 ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. 340,000 Maxim Group LLC 100,000 National Securities Corporation 100,000 J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, LLC 40,000 Total 2,000,000 Number of Initial Securities: 2,000,000 Number of Option Securities: 300,000 Public offering price $ 7.9800 Sales load (underwriting discounts and commissions) $ 0.3192 Proceeds to the Company, before expenses $ 7.6608 Pricing Date: October 26, 2016 Closing Date (T+3): October 31, 2016 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $15.1 million. ▇▇▇▇▇▇ FBR, Inc. $ 5,906,250 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & CompanyLLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuer▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”) Title ), providing for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per share (the “Common Stock”), of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of Company (the date hereof solely “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of them in the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the Notes or at such other office as the Company may designateUnderwriting Agreement.
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Adviser and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇▇ FBR, Inc. $ 5,906,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 [ •] [•] [ •] [•] [ •] Total $ 33,750,000 Issuer: Gladstone Capital Corporation (the “Company”) Title of the Securities: 5.375% Notes due 2024 Initial [ •] Aggregate Principal Amount Being Offeredof Initial Securities: $33,750,000 Over-Allotment Option[•] Aggregate Principal Amount of Option Securities: $5,062,500 aggregate principal amount of Notes within 30 days of [•] Public offering price [100.0]% Sales load (underwriting discounts and commissions) [•]% Proceeds to the date hereof solely to cover over-allotmentsCompany, if any. Issue Pricebefore expenses [•]% Pricing Date: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee[•], paying agent2018 Closing Date (T+5): [•], and security registrar for the Notes or at such other office as the Company may designate.2018 Interest Rate [•]% No Call Period Closing Date through [•], 20[•] Stated Maturity [•], 20[•]
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. lf the foregoing is in accordance with your understanding of our agreement, please sign and retum to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser and the Underwriters. By: /s/ M▇▇▇▇▇▇ ▇. Sell Name: M▇▇▇▇▇▇ ▇. Sell Title: CFO and Treasurer By: /s/ P▇▇▇▇ ▇▇▇▇ Name: P▇▇▇▇ ▇▇▇▇ Title: CIO The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Name: Title: For itself and as Representative of the Underwriters named in Exhibit A hereto If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Adviser and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ S▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director Head of Capital Markets For itself and as Representative of the Underwriters named in Exhibit A hereto Ladenburg T▇▇▇▇▇▇▇ & Co. Inc. $26,325,000 J▇▇▇▇▇ M▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 Ladenburg 7,625,000 O▇▇▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇▇ FBR, Inc. $ 5,906,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. $ 2,868,750 2,275,000 Incapital LLC 5,400,000 Wedbush Securities Inc. $ 1,856,250 1,375,000 Total $ 33,750,000 Issuer: Gladstone Capital Corporation (the “Company”) Title of the Securities: 5.375% Notes due 2024 Initial $43,000,000 Aggregate Principal Amount Being Offeredof Initial Securities: $33,750,000 Over-Allotment Option43,000,000 Aggregate Principal Amount of Option Securities: $5,062,500 aggregate principal amount of Notes within 30 days of 6,450,000 Public offering price 100.000% Sales load (underwriting discounts and commissions) 3.125% Proceeds to the date hereof solely to cover over-allotmentsCompany, if any. Issue Pricebefore expenses 96.875% Pricing Date: $25.00 Principal Payable at Maturity: 100January 11, 2018 Closing Date (T+5): January 19, 2018 Interest Rate 6.75% of the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trusteeNo Call Period Closing Date through January 31, paying agent2021 Stated Maturity January 31, and security registrar for the Notes or at such other office as the Company may designate.2025
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph paragraph, clause or provision hereof. If any Sectionsection, paragraph paragraph, clause or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it such invalid section, paragraph, clause or provision of this Agreement valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the enclosed duplicate Company one of the counterparts hereof, whereupon this letter and your acceptance shall represent it will become a binding agreement among between the Company, the Adviser, the Administrator Company and the Underwritersseveral Underwriters in accordance with its terms. Very truly yours, SPHERIX INCORPORATED By: /s/ A▇▇▇▇▇▇ ▇▇▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇ Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. L▇▇▇▇▇▇ & Company (UK) Ltd. By: /s/ H▇▇▇ ▇▇▇▇▇ Name: H▇▇▇ ▇▇▇▇▇ Title: Executive Director L▇▇▇▇▇▇ & Company (UK) Ltd. 1,592,357 231,349
1. General Use Free Writing Prospectuses (included in the General Disclosure Package) None.
2. Other Information Included in the General Disclosure Package The following information is also included in the General Disclosure Package:
1. The initial price to the public of the Offered Securities.
2. The amount of the Firm Securities and Optional Securities. L▇▇▇▇▇▇ & Company (UK) Ltd. As Representative of the Several Underwriters 5▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 Ladenburg ▇▇Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Spherix Incorporated, a Delaware corporation (the “Company”), and L▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇▇ FBRCompany (UK) Ltd. (“you” or “Representative”), Inc. $ 5,906,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Companyas representative of a group of underwriters (collectively, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuer: Gladstone Capital Corporation the “Underwriters”), to be named therein, and the other parties thereto (if any), relating to the proposed public offering (the “CompanyOffering”) Title of shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 OverCompany. In order to induce the Representative and the other Underwriters to enter into the Underwriting Agreement, and in light of the benefits that the Offering of the Securities will confer upon the undersigned in its capacity as a securityholder and/or an officer or a director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on and including the date of the Underwriting Agreement through and including the date that is the 180th day after the date of the Underwriting Agreement (the “Lock-Allotment Option: $5,062,500 aggregate principal amount Up Period”), the undersigned will not, without the prior written consent of Notes within 30 days Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owed or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock. If the undersigned is an officer or director of the Company, (i) Representative agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Representative will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Representative hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to cover over-allotments, if any. Issue Price: $25.00 Principal Payable permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at Maturity: 100% the time of the aggregate principal amount; transfer. The restrictions set forth in this Agreement shall not apply to:
(1) if the principal amount of each Note will be payable on its stated maturity date at undersigned is a natural person, any transfers made by the office undersigned (a) as a bona fide gift to any member of the trusteeimmediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, paying agent(b) by will or intestate succession upon the death of the undersigned, and security registrar for (c) as a bona fide gift to a charity or educational institution, (d) by operation of law, including domestic relations orders, or (e) if the Notes undersigned is or at such was an officer, director or employee of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company;
(2) if the undersigned is a corporation, partnership, limited liability company or other office business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value;
(3) the exercise by the undersigned of any stock option(s) issued pursuant to the Company’s existing stock option plans or arrangements, including any exercise effected by the delivery of shares of Common Stock of the Company may designate.held by the undersigned; provided, that, the Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement;
(4) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement;
(6) any transfers as a forfeiture of shares of Common Stock to the Company in a transaction exempt from Section 16(b) of the Exchange Act in connection with the payment of taxes due upon the exercise of options to purchase Common Stock or vesting of other Company securities pursuant to the Company’s existing employee benefit plans;
Appears in 1 contract
Sources: Underwriting Agreement (Spherix Inc)
Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Adviser and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer CFO By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President CFO The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. $ 64,687,500 Compass Point Research & Trading, LLC $ 13,500,000 2,062,500 ▇▇▇▇▇ Group, LLC $ 2,062,500 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 2,062,500 Maxim Group LLC $ 2,062,500 ▇. ▇▇▇▇▇▇▇▇▇▇ FBR, & Co. Inc. $ 5,906,250 2,062,500 Total $ 75,000,000 The following sets forth the final terms of the 4.35% Notes due 2027 (the “Notes”) and should only be read together with the preliminary prospectus supplement dated January 13, 2022, together with the accompanying prospectus dated July 7, 2021, relating to these securities (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. Issuer Saratoga Investment Corp. (the “Company”) Security 4.35% Notes due 2027 Expected Rating* BBB+ (▇▇▇▇-▇▇▇▇▇) Aggregate Principal Amount Offered $75,000,000 Maturity February 28, 2027 Trade Date January 13, 2022 Settlement Date** January 19, 2022 (T+3) Use of Proceeds Make investments in middle-market companies (including investments made through SBIC subsidiaries) in accordance with the Company’s investment objective and strategies and for general corporate purposes. Price to Public (Issue Price) 99.317% of the aggregate principal amount Coupon (Interest Rate) 4.35% Yield to Maturity 4.50% Spread to Benchmark Treasury 301 basis points Benchmark Treasury 1.25% due December 31, 2026 Benchmark Treasury Price and Yield 98-28/1.49% Interest Payment Dates February 28 and August 28, beginning August 28, 2022 Offer to Purchase upon a Change of Control Repurchase Event If a Change of Control Repurchase Event occurs prior to maturity, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Optional Redemption The Company may redeem some or all of the Notes at any time, or from time to time, at a redemption price (as determined by the Company) equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date: ● 100% of the principal amount of the Notes to be redeemed, or ● the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points; provided, however, that if the Company redeems any Notes on or after November 28, 2026 (the date falling three months prior to the maturity date of the Notes), the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption; provided, further, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000. Denomination $2,000 and integral multiples of $1,000 in excess thereof CUSIP 803 49AAF6 ISIN US80349AAF66 Underwriting Discount 2.000% Book-Running Manager ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. Co-Managers Compass Point Research & Trading, LLC ▇▇▇▇▇ Group, LLC Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. Maxim Group LLC ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the second business day before delivery thereof will be required, by virtue of the fact that the Notes initially will settle T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors. The information in the Preliminary Prospectus and in this pricing term sheet is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of the Company and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted. A shelf registration statement relating to these securities is on file with and has been declared effective by the SEC. Before you invest, you should read the Preliminary Prospectus, the accompanying prospectus, and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Company, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuerany underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus and the accompanying prospectus if you request it from ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, email: Gladstone Capital Corporation ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, tel: ▇▇▇-▇▇▇-▇▇▇▇.
1. Pricing Press Release filed with the Commission on January 13, 2022 pursuant to Rule 497(a) (as a Rule 482ad)
2. Final Term Sheet dated January 13, 2022, substantially in the “Company”) Title form attached hereto as Exhibit B, containing the terms of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of , filed with the date hereof solely Commission on January 13, 2022 pursuant to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of Rule 433 under the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the Notes or at such other office as the Company may designate.1933 Act
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Company and the UnderwritersAgents. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer Energy Corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President – Chief Financial Officer The foregoing Placement Agency Agreement is hereby confirmed and accepted as of the date first-written abovefirst above written. On behalf of itself and the several Agents By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director RBC Capital Markets, LLC 80 % ▇▇▇▇▇▇▇ Rice & Company L.L.C. 10 % Capital One Southcoast, Inc. 5 % Macquarie Capital (USA) Inc. 5 % A.R. ▇▇▇▇▇▇▇, Jr. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto , III ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC $ 13,500,000 Ladenburg ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ FBR, Inc. $ 5,906,250 ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ & Company▇▇▇▇ ▇. ▇▇▇▇▇▇▇ RBC Capital Markets, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 33,750,000 IssuerLLC Three World Financial Center ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10281 Ladies and Gentlemen: Gladstone Capital Corporation The undersigned is an owner of record or beneficially of certain shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a private placement (the “CompanyPrivate Placement”) Title of Cumulative Perpetual Convertible Preferred Stock, Series B (the “Securities”), for which you will act as placement agent pursuant to a placement agency agreement (“Placement Agency Agreement”). The undersigned recognizes that the Private Placement will be of benefit to the undersigned and will benefit the Company. In consideration of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount foregoing, the undersigned hereby agrees that, without the prior written consent of Notes within 30 days of RBC Capital Markets, LLC, it will not, during the period commencing on the date hereof solely and ending 60 days after the date of the final private placement memorandum relating to cover overthe Private Placement (the “Final Memorandum”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, including the Securities or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (b) distributions of shares of Common Stock or any security convertible into Common Stock to members, limited partners or stockholders of the undersigned, (c) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned (provided that in the case of any transfer, distribution or disposition pursuant to clause (a), (b) or (c), (i) each donee, distributee or trust shall sign and deliver a lock-allotmentsup letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock (without the reporting of a corresponding increase), shall be voluntarily made (for the avoidance of doubt, meaning other than as required by law) during the restricted period referred to in the foregoing sentence), (d) the pledge of any shares of Common Stock or other securities to secure loans to such persons or entities in connection with any financing transaction to which such persons or entities are parties (provided that such shares of Common Stock or other securities may not be sold or disposed of in connection with the exercise by the lender of any remedies as a secured party until the expiration of the 60-day restricted period), (e) in connection with the vesting of any shares of Common Stock or other securities issued under restricted stock awards or the exercise of options (provided that any such securities received upon exercise shall be subject to the provisions of this letter for the remainder of the 60-day restricted period)[,] [or] (f) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 60-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company [or (g) one or more sales of up to 250,000 shares of Common Stock beneficially owned by the undersigned but in no event may more than a total of 250,000 shares be sold or otherwise transferred or disposed of pursuant to this clause (g) or the corresponding provision of [ ]’s lockup agreement with RBC Capital Markets, LLC, dated on or about the date hereof](1). For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned. In addition, the undersigned agrees that, without the prior written consent of RBC Capital Markets, it will not, during the period commencing on the date hereof and ending 60 days after the date of the Final Memorandum, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, including the Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the
(1) In the case of the lock-ups for Mr. A.R. ▇▇▇▇▇▇▇, Jr. and ▇▇. ▇▇▇▇▇▇▇ ▇. Sanchez, III. The cross-reference is to the other of Mr. A.R. ▇▇▇▇▇▇▇, Jr. and ▇▇. ▇▇▇▇▇▇▇ ▇. Sanchez, III. undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. It is understood that the undersigned will be released from its obligations under this letter agreement if the Company notifies the undersigned that it does not intend to proceed with the Private Placement, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% the Placement Agency Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the aggregate principal amount; Securities or if the principal amount of each Note will be payable on its stated maturity date at Private Placement shall not have occurred by June 1, 2013. The undersigned understands that the office Company and RBC Capital Markets, LLC are relying upon this agreement in proceeding toward consummation of the trusteePrivate Placement. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, paying agentlegal representatives, successors and security registrar for assigns. Whether or not the Notes or at such other office as Private Placement actually occurs depends on a number of factors, including market conditions. The Private Placement will only be made pursuant to purchase agreements, the terms of which are subject to negotiation between the Company may designate.and the investors party thereto, as contemplated in the Placement Agency Agreement. Very truly yours, (Name) (Address)
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, subsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, subsection, paragraph or provision hereof. If any Section, subsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to us the enclosed duplicate four counterparts hereof, whereupon and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and your such acceptance hereof shall represent constitute a binding agreement among each of the CompanyUnderwriters, the AdviserCompany and the Bank. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the Administrator and form of which shall be submitted to the UnderwritersCompany for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, FIRST FOUNDATION INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer CEO FIRST FOUNDATION BANK By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer CEO Accepted as of the date hereof: SANDLER ▇’▇▇▇▇▇ & PARTNERS, L.P., as Representative of the several Underwriters By: Sandler ▇’▇▇▇▇▇ & Partners Corp., the sole general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as An officer of the date first-written above. By: /s/ corporation Sandler ▇’▇▇▇▇▇ & Partners, L.P. 2,077,922 311,688 ▇.▇. ▇▇▇▇▇▇▇▇ Name: & Co. 2,077,922 311,688 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. 2,077,922 311,688 None. Preliminary Prospectus Supplement, filed on August 3, 2015.
1. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇, ▇▇.
2. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
3. ▇▇▇▇ ▇▇▇▇▇▇▇▇
4. ▇▇▇▇▇ ▇▇▇▇▇▇
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9. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇
10. ▇▇▇▇▇ FBR, Inc. $ 5,906,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuer: Gladstone Capital Corporation (the “Company”) Title of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the Notes or at such other office as the Company may designate.▇▇▇▇▇▇
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Monroe Capital Corporation By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and Chief Executive Officer Monroe Capital BDC Advisors, LLC By: Monroe Management Holdco, LLC, its sole member By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President Chief Executive Officer Monroe Capital Management Advisors, LLC By: Monroe Management Holdco, LLC, its managing member By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. $ 106,925,000 ING Financial Markets LLC 5,200,000 ▇. ▇▇▇▇▇ Securities, Inc. 3,575,000 Huntington Securities, Inc. 3,575,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 3,575,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 3,575,000 ▇. ▇▇▇▇▇▇▇▇▇▇ FBR& Co. Inc. 3,575,000 Total $ 130,000,000 The following sets forth the final terms of the 4.75% Notes due 2026 (the “Notes”) and should only be read together with the preliminary prospectus supplement dated January 15, Inc. $ 5,906,250 2021, together with the accompanying prospectus dated June 24, 2020, relating to these securities (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. Issuer Monroe Capital Corporation (the “Company”) Security 4.75% Notes due 2026 Expected Rating* BBB+ (▇▇▇▇-▇▇▇▇▇) Aggregate Principal Amount Offered $130,000,000 Maturity February 15, 2026 Trade Date January 15, 2021 Settlement Date** January 25, 2021 (T+5) Use of Proceeds To redeem all of the Company’s outstanding 5.75% Notes due 2023 and repay a portion of the amount outstanding under the Company’s credit facility Price to Public (Issue Price) 99.442% of the aggregate principal amount Coupon (Interest Rate) 4.75% Yield to Maturity 4.875% Spread to Benchmark Treasury +442 basis points Benchmark Treasury 0.375% due December 31, 2025 Benchmark Treasury Price and Yield 99-19¾ / 0.453% Interest Payment Dates February 15 and August 15, beginning August 15, 2021 Offer to Purchase upon a Change of Control Repurchase Event If a Change of Control Repurchase Event occurs prior to maturity, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Optional Redemption The Company may redeem some or all of the Notes at any time, or from time to time at its option, at a redemption price (as determined by the Company) equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date: · 100% of the principal amount of the Notes to be redeemed, or · the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points; provided, however, that if the Company redeems any Notes on or after November 15, 2025 (the date falling three months prior to the maturity date of the Notes), the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption; provided, further, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000. Denomination $2,000 and integral multiples of $1,000 in excess thereof CUSIP 610335 AB7 ISIN US610335AB74 Underwriting Discount 2.000% Book-Running Manager ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CompanyAssociates, L.L.C. $ 2,868,750 Wedbush Inc. Co-Managers ING Financial Markets LLC ▇. ▇▇▇▇▇ Securities, Inc. Huntington Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. Inc. ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Under Rule 15c6-1 under the Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuer: Gladstone Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the second business day before delivery thereof will be required, by virtue of the fact that the Notes initially will settle T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors. The information in the Preliminary Prospectus and in this pricing term sheet is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of the Company and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted.
1. Monroe Capital Corporation (the “Company”) Title of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotmentsInvestor Presentation, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the Notes or at such other office quarter ended September 30, 2020
2. Pricing Press Release filed with the Commission on January 15, 2021 pursuant to Rule 497(a) (as a Rule 482ad)
3. Bloomberg Notice “Monroe Capital Corporation New Issue Announcement,” filed with the Company may designate.Commission on January 15, 2021 pursuant to Rule 497(a) (as a Rule 482ad)
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Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 820,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 460,000 ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. 460,000 Maxim Group LLC 100,000 J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, LLC 40,000 National Securities Corporation 120,000 Total 2,000,000 Number of Initial Securities: 2,000,000 Number of Option Securities: 300,000 Public offering price $ 8.55 Sales load (underwriting discounts and commissions) $ 0.4275 Proceeds to the Company, before expenses $ 8.1225 Pricing Date: October 27, 2015 Closing Date (T+3): October 30, 2015 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $16.0 million. ▇▇▇▇▇▇ FBR, Inc. $ 5,906,250 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & CompanyLLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuer▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”) Title ), providing for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per share (the “Common Stock”), of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of Company (the date hereof solely “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of them in the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the Notes or at such other office as the Company may designateUnderwriting Agreement.
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director Vice President For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 648,000 Sterne, Agee & ▇▇▇▇▇, Inc. 244,800 BB&T Capital Markets, a division of BB&T Securities, LLC 72,000 J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, LLC 201,600 ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. 201,600 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 72,000 Total 1,440,000 Number of Initial Securities: 1,440,000 Number of Option Securities: 216,000 Public offering price $ 9,618,750 ▇25.000 Sales load (underwriting discounts and commissions) $ 0.875 Proceeds to the Company, before expenses $ 24.125 Dividend Yield: 6.75 % Pricing Date: November 5, 2014 Closing Date (T+5): November 13, 2014 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date December 31, 2021 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $34.5 million. ▇▇▇▇▇▇ FBR, Inc. $ 5,906,250 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & CompanyLLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuer▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Investment Corporation (the “Company”) Title ), providing for the public offering by the Underwriters, including the Representative, of preferred stock, $0.001 par value per share (the “Securities”), of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of Company (the date hereof solely “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of them in the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the Notes or at such other office as the Company may designateUnderwriting Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Gladstone Investment Corporation\de)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementthe agreement between the Company and the Placement Agent, please sign and return to us the enclosed duplicate hereof, whereupon this letter and kindly indicate your acceptance shall represent a binding agreement among in the Company, the Adviser, the Administrator and the Underwritersspace provided for that purpose below. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Immtech Pharmaceuticals, Inc. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself Chairman, President and Chief Executive Officer Accepted as Representative of the Underwriters named date first above written: ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Incorporated By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President Schedule I: Subsidiaries of the Company Exhibit A: Form of Purchase Agreement Exhibit B: Form of Lock-Up Agreement Exhibit C: List of Directors and Executive Officers Executing Lock-Up Agreements Exhibit D: Matters to be Covered in Exhibit A hereto the Opinion of Counsel to the Company Super Insight Limited British Virgin Islands 100% Immtech Therapeutics Limited Hong Kong 51% Immtech Life Science Limited Hong Kong 100% Immtech Pharmaceuticals, Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 Ladenburg Ladies and Gentlemen: The undersigned entities set forth on Schedule I hereto (each, an “Investor”), hereby confirm and agree with you as follows:
1. This Purchase Agreement (the “Agreement”) is made as of February 7, 2007 between Immtech Pharmaceuticals, Inc. a Delaware corporation (the “Company”), and each Investor.
2. The Company has authorized the sale and issuance of 1,200,000 shares of common stock, $0.01 par value per share, at a price of $6.75 per share (the “Shares”), to certain investors (the “Offering”). The Offering has been registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-3, Commission File No. 333-130970 (the “Registration Statement”).
3. The Company and each Investor agree that such Investor will purchase from the Company and the Company will issue and sell to such Investor the aggregate number of Shares set forth opposite such Investor’s name on Schedule I hereto pursuant to the Terms and Conditions for Purchase of Shares attached hereto as Annex I and incorporated herein by reference as if fully set forth herein. Each Investor acknowledges that the Offering is not being underwritten by the sole placement agent, ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇▇ FBR, Inc. $ 5,906,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company▇, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuer: Gladstone Capital Corporation Incorporated, (the “CompanyPlacement Agent”) Title and that there is no minimum offering amount. Certificates representing the Shares purchased by each Investor will not be issued to such Investor; instead, such Shares will be credited to such Investor using customary book-entry procedures.
4. Each Investor represents that, except as set forth below, (a) it has had no employment position, office or other material relationship within the past three years with the Company or persons known to it to be affiliates of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days Company and (b) it is not a, and it has no direct or indirect affiliation or association with, any NASD member as of the date hereof solely hereof.
5. Each Investor hereby confirms receipt of the Prospectus Supplement, dated February 7, 2007, and the Base Prospectus, dated February 7, 2006 (together, the “Prospectus”), of the Company distributed by email to cover over-allotmentssuch Investor with this Agreement. Each Investor confirms that it had full access to the Prospectus and was fully able to read, review download and print it. Each Investor acknowledges that such Investor will be required to bear the cost, if any, of printing the Prospectus. Issue PricePlease confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. AGREED AND ACCEPTED: $25.00 Principal Payable at MaturityName of Investor: 100% _____________________________ Signature: _______________________________ Name: Title: Name of the aggregate principal amount; the principal amount Investor:_____________________________ Signature: _______________________________ Name: Title: Name of each Note will be payable on its stated maturity date at the office Investor:__________________________ Signature: _______________________________ Name: Title: Name of the trustee, paying agent, and security registrar for the Notes or at such other office as the Company may designateInvestor:______________________________ Signature: _______________________________ Name: Title: Name of Investor:___________________________ Signature: _____________________________ Name: Title: By: Name: Title: 1.
Appears in 1 contract
Sources: Placement Agency Agreement (Immtech Pharmaceuticals, Inc.)
Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to us the enclosed duplicate hereof, whereupon this letter and indicate your acceptance shall represent a binding agreement among of this Agreement by signing in the Company, the Adviser, the Administrator and the Underwritersspace provided below. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer ENERGIZER HOLDINGS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed Executive Vice President, Chief Financial Officer and accepted as Principal Accounting Officer Accepted: As of the date first-first written above. By: /s/ above ▇▇▇▇ .▇. ▇▇▇▇▇▇ NameSECURITIES LLC For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/ ▇▇▇ ▇▇▇ BARCLAYS CAPITAL INC. For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. For itself and as Representative on behalf of the several Underwriters named listed in Exhibit A hereto ▇▇Schedule 1 hereto. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Underwriter Number of Shares ▇.▇. ▇▇ ▇▇▇▇▇ Securities LLC $ 13,500,000 Ladenburg ▇559,006 Barclays Capital Inc. 442,547 Citigroup Global Markets Inc. 442,547 ▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇▇ FBRLynch, Inc. $ 5,906,250 ▇Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ & CompanyIncorporated 158,385 MUFG Securities Americas Inc. 93,167 Evercore Group L.L.C. 74,534 Standard Chartered Bank 58,230 Total 1,875,000 Pricing Term Sheet in the form of Annex B hereto. Pricing Term Sheet Free Writing Prospectus dated as of January 15, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuer: Gladstone Capital Corporation (the “Company”) Title of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of the date hereof solely 2019 Filed pursuant to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the Notes or at such other office as the Company may designate.Rule 433
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph paragraph, clause or provision hereof. If any Sectionsection, paragraph paragraph, clause or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it such invalid section, paragraph, clause or provision of this Agreement valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the enclosed duplicate Company one of the counterparts hereof, whereupon this letter and your acceptance shall represent it will become a binding agreement among between the Company, the Adviser, the Administrator Company and the Underwritersseveral Underwriters in accordance with its terms. Very truly yours, SPHERIX INCORPORATED By: /s/ A▇▇▇▇▇▇ ▇▇▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇ Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. L▇▇▇▇▇▇ & Company (UK) Ltd. By: /s/ H▇▇▇ ▇▇▇▇▇ Name: H▇▇▇ ▇▇▇▇▇ Title: Executive Director L▇▇▇▇▇▇ & Company (UK) Ltd. 1,250,000 187,500
1. General Use Free Writing Prospectuses (included in the General Disclosure Package) None.
2. Other Information Included in the General Disclosure Package The following information is also included in the General Disclosure Package: Number of Firm Securities: 1,250,000 Number of Optional Securities: 187,500 Public Offering Price per Share: $2.00 L▇▇▇▇▇▇ & Company (UK) Ltd. As Representative of the Several Underwriters 5▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇ ▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 Ladenburg ▇▇Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Spherix Incorporated, a Delaware corporation (the “Company”), and L▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇▇ FBRCompany (UK) Ltd. (“you” or “Representative”), Inc. $ 5,906,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Companyas representative of a group of underwriters (collectively, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuer: Gladstone Capital Corporation the “Underwriters”), to be named therein, and the other parties thereto (if any), relating to the proposed public offering (the “CompanyOffering”) Title of shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 OverCompany. In order to induce the Representative and the other Underwriters to enter into the Underwriting Agreement, and in light of the benefits that the Offering of the Securities will confer upon the undersigned in its capacity as a securityholder and/or an officer or a director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on and including the date of the Underwriting Agreement through and including the date that is the 90th day after the date of the Underwriting Agreement (the “Lock-Allotment Option: $5,062,500 aggregate principal amount Up Period”), the undersigned will not, without the prior written consent of Notes within 30 days Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owed or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock. If the undersigned is an officer or director of the Company, (i) Representative agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Representative will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Representative hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to cover over-allotments, if any. Issue Price: $25.00 Principal Payable permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at Maturity: 100% the time of the aggregate principal amount; transfer. The restrictions set forth in this Agreement shall not apply to:
(1) if the principal amount of each Note will be payable on its stated maturity date at undersigned is a natural person, any transfers made by the office undersigned (a) as a bona fide gift to any member of the trusteeimmediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, paying agent(b) by will or intestate succession upon the death of the undersigned, and security registrar for (c) as a bona fide gift to a charity or educational institution, (d) by operation of law, including domestic relations orders, or (e) if the Notes undersigned is or at such was an officer, director or employee of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company;
(2) if the undersigned is a corporation, partnership, limited liability company or other office business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value;
(3) the exercise by the undersigned of any stock option(s) issued pursuant to the Company’s existing stock option plans or arrangements, including any exercise effected by the delivery of shares of Common Stock of the Company may designate.held by the undersigned; provided, that, the Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement;
(4) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement;
(6) any transfers as a forfeiture of shares of Common Stock to the Company in a transaction exempt from Section 16(b) of the Exchange Act in connection with the payment of taxes due upon the exercise of options to purchase Common Stock or vesting of other Company securities pursuant to the Company’s existing employee benefit plans;
Appears in 1 contract
Sources: Underwriting Agreement (Spherix Inc)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Inc. $ 46,215,000 ▇▇▇▇▇▇▇ Sachs & Co. LLC $ 24,570,000 ▇. ▇▇▇▇▇ LLC Securities, Inc. $ 13,500,000 21,645,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇▇ FBR, Inc. $ 5,906,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. $ 2,868,750 21,645,000 Wedbush Securities Inc. $ 1,856,250 2,925,000 Total $ 33,750,000 117,000,000 Issuer: Gladstone Capital Investment Corporation (the “Company”) Title of the Securities: 5.3754.875% Notes due 2024 2028 Rating:* BBB (▇▇▇▇-▇▇▇▇▇) Initial Aggregate Principal Amount Being Offered: $33,750,000 117,000,000 Over-Allotment Option: Up to $5,062,500 17,550,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount; the . The outstanding principal amount of each Note the Notes will be payable on its the stated maturity date at the office of the trustee, paying agent, agent and security registrar for the Notes or at such other office as the Company may designate.
Appears in 1 contract
Sources: Underwriting Agreement (Gladstone Investment Corporation\de)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: Title: For itself and as Representative of the Underwriters named in Exhibit A hereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto hereto. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 Ladenburg 630,000 J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, LLC 252,000 ▇▇▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇▇ FBRSecurities, Inc. $ 5,906,250 252,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. 70,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 126,000 Maxim Group LLC 70,000 Total 1,400,000 Number of Initial Securities: 1,400,000 Number of Option Securities: 210,000 Per Share Public offering price $ 2,868,750 Wedbush Securities Inc. 25.00 Sales load (underwriting discounts and commissions) $ 1,856,250 Total 0.875 Proceeds to the Company, before expenses $ 33,750,000 Issuer24.125 Dividend Yield: 6.50 % Pricing Date: May 6, 2015 Closing Date (T+4): May 12, 2015 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date May 31, 2022 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $33.5 million. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Investment Corporation (the “Company”) Title ), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001per share (the “Securities”), of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of Company (the date hereof solely “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of them in the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the Notes or at such other office as the Company may designateUnderwriting Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Gladstone Investment Corporation\de)
Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectiona section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. [Signature Pages Follow.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate Company a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among the CompanyUnderwriters, the Adviser, the Administrator Company and the UnderwritersOperating Partnerships in accordance with its terms. Very truly yours, By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President By: Lex GP-1 Trust, its General Partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President By: Lex GP-1 Trust, its General Partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President CONFIRMED AND ACCEPTED, as of the date first above written: For itself and as Representative of the several Underwriters listed on Schedule I hereto: By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman Director For itself and Chief Executive Officer Byas Representative of the several Underwriters listed on Schedule I hereto: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇ Fargo Securities, LLC 4,650,000 697,500 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated 4,650,000 697,500 ▇▇▇▇▇▇▇▇▇ & Company, Inc. 1,800,000 270,000 Keybanc Capital Markets Inc. 1,800,000 270,000 Barclays Capital Inc. 1,200,000 180,000 RBC Capital Markets, LLC 450,000 67,500 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇▇ FBR, Inc. $ 5,906,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuer: Gladstone Capital Corporation (the “Company”) Title of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the Notes or at such other office as the Company may designate.Incorporated 450,000 67,500 II-1
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Company and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. $ 18,500,000 ▇. ▇▇▇▇▇ Securities, Inc. 12,500,000 BTIG, LLC 8,000,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 5,500,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇▇ FBR, Inc. $ 5,906,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 33,750,000 5,500,000 [See Attached] Issuer: Gladstone Capital PhenixFIN Corporation (the “Company”) Title of the Securities: 5.3755.25% Notes due 2024 2028 Rating:* BBB (▇▇▇▇-▇▇▇▇▇) Initial Aggregate Principal Amount Being Offered: $33,750,000 50,000,000 Over-Allotment Option: Up to $5,062,500 7,500,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $25.00 (par) Principal Payable at Maturity: 100% of the aggregate principal amount; the . The outstanding principal amount of each Note the Notes will be payable on its the stated maturity date at the office of the trustee, paying agent, agent and security registrar for the Notes or at such other office as the Company may designate.
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. $ 17,444,300 ▇. ▇▇▇▇▇ Securities, Inc. $ 11,671,750 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,100,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 Ladenburg 5,044,575 ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇▇ FBR, Inc. $ 5,906,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. $ 2,868,750 13,911,125 Wedbush Securities Inc. $ 1,856,250 1,978,250 Gladstone Securities, LLC $ 5,850,000 Total $ 33,750,000 65,000,000 Issuer: Gladstone Capital Investment Corporation (the “Company”) Title of the Securities: 5.3758.00% Notes due 2024 2028 Rating:* BBB (▇▇▇▇-▇▇▇▇▇) Initial Aggregate Principal Amount Being Offered: $33,750,000 65,000,000 Over-Allotment Option: Up to $5,062,500 9,750,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount; the . The outstanding principal amount of each Note the Notes will be payable on its the stated maturity date at the office of the trustee, paying agent, agent and security registrar for the Notes or at such other office as the Company may designate.
Appears in 1 contract
Sources: Underwriting Agreement (Gladstone Investment Corporation\de)
Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-first written above. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. $ 50,000,000 Total $ 50,000,000 The following sets forth the final terms of the 5.125% Notes due 2026 being offered pursuant to the preliminary prospectus supplement dated March 5, 2021, together with the accompanying prospectus dated February 5, 2019, relating to these securities (the “Preliminary Prospectus”), should only be read together with the Preliminary Prospectus, and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. On December 15, 2020, the Company issued $100,000,000 in aggregate principal amount of its 5.125% Notes due 2026 (the “Existing Notes”) pursuant to an indenture dated November 6, 2018 (the “Base Indenture”) as supplemented by the third supplemental indenture dated December 15, 2020 (the “Third Supplemental Indenture” and, together with the Base Indenture, the “indenture”) between the Company and U.S. Bank National Association, as trustee. The securities hereby offered (the “New Notes”) are being issued as “Additional Notes” under the indenture. The Existing Notes and the New Notes are collectively referred to in this Pricing Term Sheet as the “Notes.” Issuer Gladstone Capital Corporation (the “Company”) Security 5.125% Notes due 2026 Expected Rating* A- (▇▇▇▇-▇▇▇▇▇) Aggregate Principal Amount Offered $50,000,000 in aggregate principal amount of New Notes. The New Notes will be part of the same series of notes as the $100,000,000 aggregate principal amount of the Existing Notes. Upon settlement, the New Notes will be fungible, rank equally, and be treated as a single series with the Existing Notes, and the outstanding aggregate principal amount of the 5.125% Notes due 2026 will be $150,000,000. Maturity January 31, 2026 Trade Date March 5, 2021 Settlement Date** March 10, 2021 (T+3) Use of Proceeds To repay a portion of the amount outstanding under the Company’s credit facility, to fund new investment opportunities, and for other general corporate purposes Price to Public (Issue Price) 103.639% of the aggregate principal amount, plus Aggregate Accrued Interest (as defined below) Aggregate Accrued Interest $612,152.78 of accrued and unpaid interest from December 15, 2020 up to, but not including, the date of delivery of the New Notes Coupon (Interest Rate) 5.125% Yield to Maturity 4.288% Spread to Benchmark Treasury +349 basis points Benchmark Treasury 0.50% due February 28, 2026 Benchmark Treasury Price and Yield 98-17+ / 0.798% Interest Payment Dates January 31 and July 31, beginning July 31, 2021 Change of Control If a Change of Control Repurchase Event occurs prior to maturity, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Optional Redemption The Company may redeem some or all of the Notes at any time, or from time to time, at a redemption price (as determined by the Company) equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date: • 100% of the principal amount of the Notes to be redeemed, or • the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points; provided, however, that if the Company redeems any Notes on or after October 31, 2025 (the date falling three months prior to the maturity date of the Notes), the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption; provided, further, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000. Denomination $2,000 and integral multiples of $1,000 in excess thereof CUSIP 376535 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇▇ FBR, Inc. $ 5,906,250 Underwriting Discount 2.000% Book-Running Manager ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CompanyAssociates, L.L.C. $ 2,868,750 Wedbush Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Under Rule 15c6-1 under the Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuer: Gladstone Capital Corporation (Exchange Act of 1934, trades in the “Company”) Title secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the New Notes on any date prior to the second business day before delivery thereof will be required, by virtue of the Securities: 5.375% fact that the New Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount initially will settle T+3, to specify an alternate settlement cycle at the time of Notes within 30 days any such trade to prevent a failed settlement. Purchasers of the New Notes who wish to trade the New Notes prior to their date hereof solely of delivery hereunder should consult their own advisors. The Preliminary Prospectus and this pricing term sheet are not offers to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% sell any securities of the aggregate principal amount; Company and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted. A shelf registration statement relating to these securities is on file with the principal amount of each Note SEC and effective. Before you invest, you should read the prospectus in that registration statement, the Preliminary Prospectus and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the issuer, the underwriter or any dealer participating in the offering will be payable arrange to send you the Preliminary Prospectus if you request it from ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, tel: ▇▇▇-▇▇▇-▇▇▇▇.
1. Pricing Press Release filed with the Commission on its stated maturity date at the office of the trusteeMarch 5, paying agent, and security registrar for the Notes or at such other office 2021 pursuant to Rule 497(a) (as the Company may designate.a Rule 482ad)
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 27,256,250 BTIG, LLC $ 21,693,750 ▇. ▇▇▇▇▇ Securities, Inc. $ 21,137,500 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. 21,137,500 ▇▇▇▇▇ FBR, Inc. $ 5,906,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. Co. Inc. $ 2,868,750 15,575,000 Wedbush Securities Inc. $ 1,856,250 4,450,000 Total $ 33,750,000 111,250,000 Issuer: Gladstone Capital Investment Corporation (the “Company”) Title of the Securities: 5.3755.00% Notes due 2024 2026 Rating:* BBB (▇▇▇▇-▇▇▇▇▇) Initial Aggregate Principal Amount Being Offered: $33,750,000 111,250,000 Over-Allotment Option: Up to $5,062,500 16,687,500 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount; the . The outstanding principal amount of each Note the Notes will be payable on its the stated maturity date at the office of the trustee, paying agent, agent and security registrar for the Notes or at such other office as the Company may designate.
Appears in 1 contract
Sources: Underwriting Agreement (Gladstone Investment Corporation\de)
Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Adviser and the Underwriters. Very truly yours, By: /s/ ▇H▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇H▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ . ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer Financial Officer, Chief Compliance Officer, Treasurer and Secretary By: /s/ C▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ L▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: L▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc. $50,000,000 Total $50,000,000 Issuer Free Writing Prospectus dated March 3, 2021 Relating to Preliminary Prospectus Supplement dated March 3, 2021 and March 3, 2021 The following sets forth the final terms of the 4.375% Notes due 2026 (the “Notes”) and should only be read together with the preliminary prospectus supplement dated March 3, 2021, together with the accompanying prospectus dated June 28, 2019, relating to these securities (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. Issuer Saratoga Investment Corp. (the “Company”) Security 4.375% Notes due 2026 Expected Rating* BBB+ (E▇▇▇-▇▇▇▇▇) Aggregate Principal Amount Offered $50,000,000 Maturity February 28, 2026 Trade Date March 3, 2021 Settlement Date** March 10, 2021 (T+5) Use of Proceeds To make investments in middle-market companies (including through SBIC subsidiaries) in accordance with the Company’s investment objective and strategies. Price to Public (Issue Price) 100% of the aggregate principal amount Coupon (Interest Rate) 4.375% Yield to Maturity 4.375% Spread to Benchmark Treasury 365 basis points Benchmark Treasury 0.5% due February 28, 2026 Benchmark Treasury Price and Yield 98-28.25/0.728% Interest Payment Dates February 28 and August 28, beginning August 28, 2021 Offer to Purchase upon a Change of Control Repurchase Event If a Change of Control Repurchase Event occurs prior to maturity, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Optional Redemption The Company may redeem some or all of the Notes at any time, or from time to time, at a redemption price (as determined by the Company) equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date: • 100% of the principal amount of the Notes to be redeemed, or • the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points; provided, however, that if the Company redeems any Notes on or after November 28, 2025 (the date falling three months prior to the maturity date of the Notes), the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption; provided, further, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000. Denomination $2,000 and integral multiples of $1,000 in excess thereof CUSIP 80349A AD1 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Underwriting Discount 2.000% Book-Running Manager R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the second business day before delivery thereof will be required, by virtue of the fact that the Notes initially will settle T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors. The information in the Preliminary Prospectus and in this pricing term sheet is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of the Company and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted. A shelf registration statement relating to these securities is on file with and has been declared effective by the SEC. Before you invest, you should read the Preliminary Prospectus, the accompanying prospectus, and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting E▇▇▇▇ on the SEC web site at w▇▇.▇▇▇.▇▇▇. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus and the accompanying prospectus if you request it from R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc., 800 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 Ladenburg . ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇▇ FBR, Inc. $ 5,906,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company▇, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuer▇mail: Gladstone Capital Corporation p▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, tel: 8▇▇-▇▇▇-▇▇▇▇.
1. Pricing Press Release filed with the Commission on March 3, 2021 pursuant to Rule 497(a) (as a Rule 482ad)
2. Final Term Sheet dated March 3, 2021, substantially in the “Company”) Title form attached hereto as Exhibit B, containing the terms of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of , filed with the date hereof solely Commission on March 3, 2021 pursuant to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of Rule 433 under the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the Notes or at such other office as the Company may designate.1933 Act
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among amongst the Company, the Adviser, the Administrator Guarantor Subsidiary and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Managing Director and Chief Financial Officer By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President Senior Managing Director and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto Name of Underwriter Amount of Initial Securities ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. $ 33,348,775 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 5,445,375 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇▇ FBR, Inc. $ 5,906,250 6,265,650 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. $ 2,868,750 Wedbush Securities Inc. 2,780,600 A.G.P. / Alliance Global Partners $ 1,856,250 2,159,600 Total $ 33,750,000 50,000,000
1. Final Term Sheet, dated September 18, 2023, attached hereto as ▇▇▇▇▇ ▇. Registration Nos. 333-257114 and ▇▇▇-▇▇▇▇▇▇-▇▇ Issuer: Gladstone Capital Corporation PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Company”) Guarantee: The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by PennyMac Corp., a Delaware corporation (the “Guarantor”) Title of the Securities: 5.3758.50% Senior Notes due 2024 2028 Initial Aggregate Principal Amount Being Offered: $33,750,000 50,000,000 Over-Allotment Option: Up to $5,062,500 7,500,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the Notes or at such other office as the Company may designate.
Appears in 1 contract
Sources: Underwriting Agreement (PennyMac Mortgage Investment Trust)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 1,254,000 BB&T Capital Markets, a division of BB&T Securities, LLC 495,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 594,000 ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. 495,000 J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, LLC 165,000 Maxim Group LLC 297,000 Total 3,300,000 Number of Initial Securities: 3,300,000 Number of Option Securities: 495,000 Public offering price $ 7.40 Sales load (underwriting discounts and commissions) $ 0.37 Proceeds to the Company, before expenses $ 7.03 Pricing Date: March 10, 2015 Closing Date (T+3): March 13, 2015 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $23.0 million. ▇▇▇▇▇▇ FBR, Inc. $ 5,906,250 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & CompanyLLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuer▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Investment Corporation (the “Company”) Title ), providing for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001per share (the “Common Stock”), of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of Company (the date hereof solely “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of them in the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the Notes or at such other office as the Company may designateUnderwriting Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Gladstone Investment Corporation\de)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Adviser and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇. ▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President Chief Investment Officer The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 $10,640,625 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 Inc.. 9,221,875 ▇. ▇▇▇▇▇▇▇▇▇▇ FBR, Inc. $ 5,906,250 & Co. Inc 4,965,625 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 3,546,875 Total $ 33,750,000 Issuer: Gladstone Capital Corporation (the “Company”) Title of the Securities: 5.375% Notes due 2024 Initial $28,375,000 Aggregate Principal Amount Being Offeredof Initial Securities: $33,750,000 Over-Allotment Option28,375,000 Aggregate Principal Amount of Option Securities: $5,062,500 aggregate principal amount of Notes within 30 days of 4,256,250 Public offering price 100.000% Sales load (underwriting discounts and commissions) 3.125% Proceeds to the date hereof solely to cover over-allotmentsCompany, if any. Issue Pricebefore expenses 96.875% Pricing Date: $25.00 Principal Payable at Maturity: 100September 13, 2017 Closing Date (T+3): September 18, 2017 Interest Rate 6.50% of the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trusteeNo Call Period Closing Date through September 18, paying agent2019 Stated Maturity September 18, and security registrar for the Notes or at such other office as the Company may designate.2022
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. $ 100,000,000 Total $ 100,000,000 The following sets forth the final terms of the 5.125% Notes due 2026 (the “Notes”) and should only be read together with the preliminary prospectus supplement dated December 8, 2020, together with the accompanying prospectus dated February 5, 2019, relating to these securities (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. Issuer Gladstone Capital Corporation (the “Company”) Security 5.125% Notes due 2026 Ratings* A- (▇▇▇▇-▇▇▇▇▇) Aggregate Principal Amount Offered $100,000,000 Maturity January 31, 2026 Trade Date December 8, 2020 Settlement Date** December 15, 2020 (T+5) Use of Proceeds To redeem all or a portion of the Company’s outstanding 6.125% Notes due 2023, repay a portion of the amount outstanding under the Company’s credit facility, to fund new investment opportunities, and for other general corporate purposes Price to Public (Issue Price) 100% of the aggregate principal amount Coupon (Interest Rate) 5.125% Yield to Maturity 5.125% Spread to Benchmark Treasury +474 basis points Benchmark Treasury 0.375% due November 30, 2025 Benchmark Treasury Price and Yield 99-31 / 0.381% Interest Payment Dates January 31 and July 31, beginning July 31, 2021 Change of Control If a Change of Control Repurchase Event occurs prior to maturity, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Optional Redemption The Company may redeem some or all of the Notes at any time, or from time to time, at a redemption price (as determined by the Company) equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date: • 100% of the principal amount of the Notes to be redeemed, or • the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points; provided, however, that if the Company redeems any Notes on or after October 31, 2025 (the date falling three months prior to the maturity date of the Notes), the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption; provided, further, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000. Denomination $2,000 and integral multiples of $1,000 in excess thereof CUSIP 376535 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇▇ FBR, Inc. $ 5,906,250 Underwriting Discount 2.000% Book-Running Manager ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CompanyAssociates, L.L.C. $ 2,868,750 Wedbush Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Under Rule 15c6-1 under the Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuer: Gladstone Capital Corporation (Exchange Act of 1934, trades in the “Company”) Title secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the second business day before delivery thereof will be required, by virtue of the Securities: 5.375% fact that the Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount initially will settle T+5, to specify an alternate settlement cycle at the time of Notes within 30 days any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date hereof solely of delivery hereunder should consult their own advisors. The Preliminary Prospectus and this pricing term sheet are not offers to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% sell any securities of the aggregate principal amount; Company and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted. A shelf registration statement relating to these securities is on file with the principal amount of each Note SEC and effective. Before you invest, you should read the prospectus in that registration statement, the Preliminary Prospectus and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the issuer, the underwriter or any dealer participating in the offering will be payable on its stated maturity date at arrange to send you the office of the trusteePreliminary Prospectus if you request it from ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, paying agentInc., and security registrar for the Notes or at such other office as the Company may designate▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, tel: ▇▇▇-▇▇▇-▇▇▇▇.
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Adviser and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ . ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer Financial Officer, Chief Compliance Officer, Treasurer and Secretary By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. $ 107,812,500 ▇. ▇▇▇▇▇ Securities, Inc. 3,437,500 ▇▇▇▇▇ Group, LLC $ 13,500,000 3,437,500 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 3,437,500 Maxim Group, LLC 3,437,500 Compass Point Research & Trading, LLC 3,437,500 Total $ 9,618,750 ▇125,000,000 The following sets forth the final terms of the 4.375% Notes due 2026 (the “Notes”) and should only be read together with the preliminary prospectus supplement dated July 15, 2021, together with the accompanying prospectus dated July 7, 2021, relating to these securities (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. On March 10, 2021, the Company issued $50,000,000 in aggregate principal amount of its 4.375% Notes due 2026 (the “Existing Notes”) pursuant to an indenture dated May 10, 2013 (the “Base Indenture”) as supplemented by the eighth supplemental indenture dated March 10, 2021 (the “Eighth Supplemental Indenture” and, together with the Base Indenture, the “indenture”) between the Company and U.S. Bank National Association, as trustee. The securities hereby offered (the “New Notes”) are being issued as “Additional Notes” under the indenture. The Existing Notes and the New Notes are collectively referred to in this Pricing Term Sheet as the “Notes.” Issuer Saratoga Investment Corp. (the “Company”) Security 4.375% Notes due 2026 Expected Rating* BBB+ (▇▇▇▇▇ FBR-▇▇▇▇▇) Aggregate Principal Amount Offered $125,000,000 in the aggregate principal amount of the New Notes. The New Notes will be part of the same series of notes as the $50,000,000 aggregate principal amount of the Existing Notes. Upon settlement, Inc. $ 5,906,250 the New Notes will be fungible, rank equally, and treated as a single series with the Existing Notes, and the outstanding aggregate amount of the Notes will be $175,000,000. Maturity February 28, 2026 Trade Date July 15, 2021 Settlement Date** July 20, 2021 (T+3) Use of Proceeds Redeem all of the Company’s outstanding 6.25% Notes due 2025, repay the Company’s outstanding indebtedness under its credit facility, and make investments in middle-market companies (including through SBIC subsidiaries) in accordance with the Company’s investment objective and strategies. Price to Public (Issue Price) 101.00% of the aggregate principal amount, plus the Aggregate Accrued Interest (as defined below) Aggregate Accrued Interest $1,974,826.39 of accrued and unpaid interest from March 10, 2021 up to, but not including, the date of delivery of the New Notes Coupon (Interest Rate) 4.375% Yield to Maturity 4.134% Spread to Benchmark Treasury 335 basis points Benchmark Treasury 0.875% due June 30, 2026 Benchmark Treasury Price and Yield 100-14/0.783% Interest Payment Dates February 28 and August 28, beginning August 28, 2021 Offer to Purchase upon a Change of Control Repurchase Event If a Change of Control Repurchase Event occurs prior to maturity, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Optional Redemption The Company may redeem some or all of the Notes at any time, or from time to time, at a redemption price (as determined by the Company) equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date: ● 100% of the principal amount of the Notes to be redeemed, or ● the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points; provided, however, that if the Company redeems any Notes on or after November 28, 2025 (the date falling three months prior to the maturity date of the Notes), the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption; provided, further, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000. Denomination $2,000 and integral multiples of $1,000 in excess thereof CUSIP 80349A AD1 ISIN US80349AAD19 Underwriting Discount 2.000% Book-Running Manager ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. Co-Managers ▇.▇▇▇▇▇ Securities,Inc. Compass Point Research & Trading, LLC ▇▇▇▇▇ Group, LLC Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. Maxim Group LLC * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the second business day before delivery thereof will be required, by virtue of the fact that the Notes initially will settle T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors. The information in the Preliminary Prospectus and in this pricing term sheet is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of the Company and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted. A shelf registration statement relating to these securities is on file with and has been declared effective by the SEC. Before you invest, you should read the Preliminary Prospectus, the accompanying prospectus, and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Company, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuerany underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus and the accompanying prospectus if you request it from ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, email: Gladstone Capital Corporation ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, tel: ▇▇▇-▇▇▇-▇▇▇▇.
1. Pricing Press Release filed with the Commission on July 15, 2021 pursuant to Rule 497(a) (as a Rule 482ad)
2. Final Term Sheet dated July 15, 2021, substantially in the “Company”) Title form attached hereto as Exhibit B, containing the terms of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of , filed with the date hereof solely Commission on July 15, 2021 pursuant to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of Rule 433 under the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the Notes or at such other office as the Company may designate.1933 Act
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Director, Equity-Linked Capital Markets By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself themselves and as Representative Representatives of the Underwriters named in Exhibit A hereto BMO Capital Markets Corp. 520,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 741,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 520,000 ▇. ▇▇▇▇▇ FBR, Inc. $ 5,906,250 286,000 J.J.B. ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇, LLC 130,000 Wedbush Securities Inc. 130,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. 156,000 National Securities Corporation 65,000 Boenning and Scattergood, Inc. 52,000 Total 2,600,000 Number of Initial Securities: 2,600,000 Number of Option Securities: 390,000 Public offering price $ 2,868,750 Wedbush Securities Inc. 25.00 Sales load (underwriting discounts and commissions) $ 1,856,250 Total 0.78125 Proceeds to the Company, before expenses $ 33,750,000 Issuer24.21875 Dividend Yield: 6.375 % Pricing Date: August 14, 2018 Closing Date (T+5): August 22, 2018 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date: August 31, 2025 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $62.7 million. FORM OF LOCK-UP AGREEMENT BMO Capital Markets Corp. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC As representatives of the several underwriters named in Exhibit A of the Underwriting Agreement c/o BMO Capital Markets Corp. ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ c/o Janney ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that BMO Capital Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Investment Corporation (the “Company”) Title ), providing for the public offering by the Underwriters, including the Representatives, of preferred stock, par value $0.001 per share (the “Securities”), of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of Company (the date hereof solely “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of them in the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the Notes or at such other office as the Company may designateUnderwriting Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Gladstone Investment Corporation\de)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 486,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ FBR▇, LLC 207,000 Wedbush Securities Inc. $ 5,906,250 180,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company 180,000 Total 1,800,000 Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds to the Company, L.L.C. before expenses $ 2,868,750 Wedbush 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale of the Initial Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuerafter payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”) Title ), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of Company (the date hereof solely “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of them in the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the Notes or at such other office as the Company may designateUnderwriting Agreement.
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 650,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇▇▇,▇▇▇ ▇.▇.▇ ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, LLC 300,000 ▇▇▇▇▇▇▇▇▇▇ FBRSecurities, Inc. $ 5,906,250 300,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. 150,000 Maxim Group LLC 100,000 Total 2,000,000 Number of Initial Securities: 2,000,000 Number of Option Securities: 300,000 Public offering price $ 25.00000 Sales load (underwriting discounts and commissions) $ .78125 Proceeds to the Company, L.L.C. before expenses $ 2,868,750 Wedbush Securities Inc. 24.21875 Dividend Yield: 6.25 % Pricing Date: September 19, 2016 Closing Date (T+5): September 26, 2016 Liquidation Preference: $ 1,856,250 Total $ 33,750,000 Issuer25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date September 30, 2023 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $48.2 million. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Investment Corporation (the “Company”) Title ), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of Company (the date hereof solely “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to cover over-allotments, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of them in the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the Notes or at such other office as the Company may designateUnderwriting Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Gladstone Investment Corporation\de)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to us the enclosed duplicate hereof, whereupon this letter and indicate your acceptance shall represent a binding agreement among of this Agreement by signing in the Company, the Adviser, the Administrator and the Underwritersspace provided below. Very truly yours, EQUITABLE RESOURCES, INC. By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President, Chief Financial Officer and Treasurer Accepted: September 27, 2005 ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. BANC OF AMERICA SECURITIES LLC For themselves and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. By: ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ Vice President Banc of America Securities LLC $ 69,000,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ .▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto Securities Inc. 69,000,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corp. 12,000,000 In connection with offers and sales of Notes outside the United States:
(a) Each Initial Purchaser acknowledges that the Notes have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act.
(b) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:
(i) Such Initial Purchaser has offered and sold the Notes, and will offer and sell the Notes, (A) as part of their distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering of the Notes and the Closing Date, only in accordance with Regulation S under the Securities Act (“Regulation S”) or Rule 144A or any other available exemption from registration under the Securities Act.
(ii) None of such Initial Purchaser or any of its affiliates or any other person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Notes, and all such persons have complied and will comply with the offering restrictions requirement of Regulation S.
(iii) At or prior to the confirmation of sale of any Notes sold in reliance on Regulation S, such Initial Purchaser will have sent to each distributor, dealer or other person receiving a selling concession, fee or other remuneration that purchase Notes from it during the distribution compliance period a confirmation or notice to substantially the following effect: “The Notes covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Notes and the date of original issuance of the Notes, except in accordance with Regulation S or Rule 144A or any other available exemption from registration under the Securities Act. Terms used above have the meanings given to them by Regulation S.”
(iv) Such Initial Purchaser has not and will not enter into any contractual arrangement with any distributor with respect to the distribution of the Notes, except with its affiliates or with the prior written consent of the Company. Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S.
(c) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:
(i) it has not offered or sold and prior to the date six months after the Closing Date will not offer or sell any Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the United Kingdom Public Offers of Securities Regulations 1995 (as amended);
(ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the United Kingdom Financial Services and Markets ▇▇▇ ▇▇▇▇▇ LLC $ 13,500,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. $ 9,618,750 ▇. ▇▇▇▇▇ FBR, Inc. $ 5,906,250 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. $ 2,868,750 Wedbush Securities Inc. $ 1,856,250 Total $ 33,750,000 Issuer: Gladstone Capital Corporation (the “CompanyFSMA”)) Title received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days FSMA does not apply to the Company; and
(iii) it has complied and will comply with all applicable provisions of the date hereof solely FSMA with respect to cover over-allotmentsanything done by it in relation to the Notes in, if any. Issue Price: $25.00 Principal Payable at Maturity: 100% from or otherwise involving the United Kingdom.
(d) Each Initial Purchaser acknowledges that no action has been or will be taken by the Company that would permit a public offering of the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office Notes, or possession or distribution of the trusteePreliminary Offering Memorandum, paying agentthe Offering Memorandum or any other offering or publicity material relating to the Notes, and security registrar in any country or jurisdiction where action for the Notes or at such other office as the Company may designatethat purpose is required.
Appears in 1 contract