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, Gladstone Capital Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC: By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 820,000 Ladenburg Xxxxxxxx & Co. Inc. 460,000 Xxxxxxxxxx Securities, Inc. 460,000 Maxim Group LLC 100,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 40,000 National Securities Corporation 120,000 Total 2,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 2,000,000 Number of Option Securities: 300,000 Per Share 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. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx 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”), 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 Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.
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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 Adviser and the Underwriters. Very truly yours, Gladstone Great Elm Capital Corporation Corp. By: /s/ Xxxxx Xxxxxxxxx X. Xxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxx Title: Chief Executive Officer Gladstone AdministrationGreat Elm Capital Management, LLC Inc. By: /s/ Xxxxxxx Xxxx X. XxXxxxx Xxxxxxxx Name: Xxxxxxx Xxxx X. XxXxxxx Xxxxxxxx Title: President Chief Operating Officer, Chief Compliance Officer and General Counsel The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC: Ladenburg Xxxxxxxx & Co. Inc. By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Xxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx, Xx. Xxxxxx Xxxxxx Title: Managing Director Head of Capital Markets For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 820,000 Ladenburg Xxxxxxxx & Co. Inc. 460,000 $ 22,500,000 Xxxxxx Xxxxxxxxxx Securities, Inc. 460,000 Maxim Group Xxxxx LLC 100,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, $ 11,000,000 Incapital LLC 40,000 National Securities Corporation 120,000 $ 6,500,000 Total 2,000,000 $ 40,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number Aggregate Principal Amount of Initial Securities: 2,000,000 Number $40,000,000 Aggregate Principal Amount of Option Securities: 300,000 Per Share $6,000,000 Public offering price $ 8.55 100.0% Sales load (underwriting discounts and commissions) $ 0.4275 3.125% Proceeds to the Company, before expenses $ 8.1225 96.875% Pricing Date: October 27June 11, 2015 2019 Closing Date (T+3T+5): October June 18, 2019 Interest Rate 6.50% No Call Period Closing Date through June 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. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in 2021 Stated Maturity June 30, 2024 Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”6(f) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), 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 Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.– Officers’ Certificates
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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, Gladstone Capital Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC: LLC By: /s/ Xxxxxxx Xxxx X. Xxxxxxxx, Xx. Xxxxxx Name: Xxxxxxx Xxxx X. Xxxxxxxx, Xx. Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 820,000 $ 13,500,000 Ladenburg Xxxxxxxx & Co. Inc. 460,000 Xxxxxxxxxx Securities$ 9,618,750 X. Xxxxx FBR, Inc. 460,000 Maxim Group LLC 100,000 J.J.B. Xxxxxxxx$ 5,906,250 Xxxxxxx Xxxxx & Company, X.X. Xxxxx, LLC 40,000 National L.L.C. $ 2,868,750 Wedbush Securities Corporation 120,000 Inc. $ 1,856,250 Total 2,000,000 $ 33,750,000 Exhibit A EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 2,000,000 Number of Option Securities: 300,000 Per Share Public offering price $ 8.55 Sales load (underwriting discounts and commissions) $ 0.4275 Proceeds to [See attached] Pricing Terms GLADSTONE CAPITAL CORPORATION $33,750,000 5.375% Notes Due 2024 Pricing Term Sheet October 7, 2019 The following sets forth 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 final terms of the offering payable by the Company will be approximately $16.0 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 5.375% Notes due 2024 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement dated October 7, 2019, together with the accompanying prospectus dated February 5, 2019, relating to these securities (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting AgreementPreliminary 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”)) 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, providing 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 public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per share (the “Common Stock”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.
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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, Gladstone Capital Corporation Saratoga Investment Corp. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation CFO Saratoga Investment Advisors, LLC By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President CFO The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxx LLC: & Associates, Inc. By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx, Xx. Xxxxx Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name Underwriter Aggregate Principal Amount of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxx & Associates, Inc. $ 64,687,500 Compass Point Research & Trading, LLC 820,000 $ 2,062,500 Xxxxx Group, LLC $ 2,062,500 Ladenburg Xxxxxxxx & Co. Inc. 460,000 Xxxxxxxxxx Securities, Inc. 460,000 $ 2,062,500 Maxim Group LLC 100,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 40,000 National Securities Corporation 120,000 $ 2,062,500 Xxxxxxxxxxx & Co. Inc. $ 2,062,500 Total 2,000,000 $ 75,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 2,000,000 Number of Option Securities: 300,000 Per Share Public offering price $ 8.55 Sales load (underwriting discounts Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated January 13, 2022 Relating to Preliminary Prospectus Supplement dated January 13, 2022 and commissions) $ 0.4275 Proceeds to Prospectus dated July 7, 2021 Registration No. 333-256366 SARATOGA INVESTMENT CORP. $75,000,000 4.35% Notes due 2027 PRICING TERM SHEET January 13, 2022 The following sets forth 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 final terms of the offering payable by the Company will be approximately $16.0 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 4.35% Notes due 2027 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement dated January 13, 2022, together with the accompanying prospectus dated July 7, 2021, relating to these securities (the “UnderwritersPreliminary Prospectus”), proposes and supersedes the information in the Preliminary Prospectus to enter into an Underwriting Agreement (the “Underwriting Agreement”) extent inconsistent with Gladstone Capital Corporation 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+ (Xxxx-Xxxxx) 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), providing the redemption price for the public offering 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 Xxxxxxx Xxxxx & Associates, Inc. Co-Managers Compass Point Research & Trading, LLC Xxxxx Group, LLC Ladenburg Xxxxxxxx & Co. Inc. Maxim Group LLC Xxxxxxxxxxx & 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 Underwritersfact that the Notes initially will settle T+3, including to specify an alternate settlement cycle at the Representativetime 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. Investors are advised to carefully consider the investment objectives, risks, charges and expenses of common stockthe Company before investing. The Preliminary Prospectus, par value $0.001 per share which has been filed with the U.S. Securities and Exchange Commission (the “Common StockSEC”), contains this and other information about the Company and should be read carefully before investing. 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 “Public Offering”)SEC. Capitalized terms that are used but not defined herein have Before you invest, you should read the respective meanings ascribed to them 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 XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the Company, any underwriter or any dealer participating in the Underwriting Agreement.offering will arrange to send you the Preliminary Prospectus and the accompanying prospectus if you request it from Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, email: xxxxxxxxxx@xxxxxxxxxxxx.xxx, tel: 000-000-0000. SCHEDULE A
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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, Gladstone Capital Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxx LLC: & Associates, Inc. By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx, Xx. Xxxxx Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxx LLC 820,000 Ladenburg Xxxxxxxx & Co. Inc. 460,000 Xxxxxxxxxx SecuritiesAssociates, Inc. 460,000 Maxim Group LLC 100,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 40,000 National Securities Corporation 120,000 $ 100,000,000 Total 2,000,000 $ 100,000,000 Exhibit A EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 2,000,000 Number of Option Securities: 300,000 Per Share Public offering price $ 8.55 Sales load (underwriting discounts and commissions) $ 0.4275 Proceeds to [See attached] Exhibit B GLADSTONE CAPITAL CORPORATION $100,000,000 5.125% Notes due 2026 PRICING TERM SHEET December 8, 2020 The following sets forth 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 final terms of the offering payable by the Company will be approximately $16.0 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 5.125% Notes due 2026 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement dated December 8, 2020, together with the accompanying prospectus dated February 5, 2019, relating to these securities (the “UnderwritersPreliminary Prospectus”), proposes and supersedes the information in the Preliminary Prospectus to enter into an Underwriting Agreement (the “Underwriting Agreement”) 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- (Xxxx-Xxxxx) 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), providing the redemption price for the public offering 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 XX0 XXXX XX000000XX00 Underwriting Discount 2.000% Book-Running Manager Xxxxxxx Xxxxx & 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, 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 Underwritersfact that the Notes initially will settle T+5, including to specify an alternate settlement cycle at the Representativetime 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. Investors are advised to carefully consider the investment objective, risks, charges and expenses of common stockthe Company before investing. The Preliminary Prospectus, par value $0.001 per share which has been filed with the U.S. Securities and Exchange Commission (the “Common StockSEC”), contains this and other information about the Company and should be read carefully before investing. 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 the “Public Offering”)SEC and effective. Capitalized terms Before you invest, you should read the prospectus in that are used but not defined herein have registration statement, the respective meanings ascribed to them 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 XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, the underwriter or any dealer participating in the Underwriting Agreementoffering will arrange to send you the Preliminary Prospectus if you request it from Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, email: xxxxxxxxxx@xxxxxxxxxxxx.xxx, tel: 000-000-0000.
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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, Gladstone Capital Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC: LLC By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx, Xx. Xxxx Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 820,000 486,000 Ladenburg Xxxxxxxx & Co. Inc. 460,000 Xxxxxxxxxx 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, Inc. 460,000 Maxim Group LLC 100,000 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 40,000 National 207,000 Wedbush Securities Corporation 120,000 Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 Total 2,000,000 1,800,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 2,000,000 1,800,000 Number of Option Securities: 300,000 270,000 Per Share Public offering price $ 8.55 25.00 Sales load (underwriting discounts and commissions) $ 0.4275 0.7875 Proceeds to the Company, before expenses $ 8.1225 Pricing 24.2125 Dividend Yield: 6.00 % Trade Date: October 27September 20, 2015 2017 Closing Date (T+3T+5): October September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2015 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $16.0 43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx 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”), providing for the public offering by the Underwriters, including the Representative, of common preferred stock, par value $0.001 per share (the “Common StockSecurities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.
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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, Gladstone Capital Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC: Xxxxxxx & Co. By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Xxxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx, Xx. Xxxxxxxx Xxxxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxx Xxxxxxx & Co. $ 13,021,750 Xxxxxxxxxxx & Co. Inc. $ 10,326,100 X. Xxxxx Securities, Inc. $ 14,130,425 Xxxxxx Xxxxxxxxxx Xxxxx LLC 820,000 $ 3,434,775 Ladenburg Xxxxxxxx & Co. Inc. 460,000 Xxxxxxxxxx Securities, Inc. 460,000 Maxim Group LLC 100,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 40,000 National Securities Corporation 120,000 $ 9,086,950 Total 2,000,000 $ 50,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 2,000,000 Number of Option Securities: 300,000 Per Share Public offering price $ 8.55 Sales load (underwriting discounts [See attached] Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated August 10, 2023 Relating to Preliminary Prospectus Supplement dated August 10, 2023 and commissions) $ 0.4275 Proceeds to Prospectus dated December 22, 2021 Registration No. 333-261398 Pricing Terms GLADSTONE CAPITAL CORPORATION $50,000,000 7.75% Notes Due 2028 Pricing Term Sheet August 10, 2023 The following sets forth 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 final terms of the offering payable by the Company will be approximately $16.0 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 7.75% Notes due 2028 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement, dated August 10, 2023, together with the accompanying prospectus dated, December 22, 2021, relating to these securities (together, the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting AgreementPreliminary 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 Corporation, a Maryland corporation (the “Company”)) Title of the Securities: 7.75% Notes due 2028 Rating:* [Intentionally Omitted] Initial Aggregate Principal Amount Being Offered: $50,000,000 Over-Allotment Option: Up to $7,500,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per share (the “Common Stock”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay 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. Exhibit 1.1 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, Gladstone Great Elm Capital Corporation Corp. By: /s/ Xxxxx Xxxxxxxxx X. Xxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxx Title: Chief Executive Officer Gladstone AdministrationGreat Elm Capital Management, LLC Inc. By: /s/ Xxxxxxx Xxxxx X. XxXxxxx Xxxx Name: Xxxxxxx Xxxxx X. XxXxxxx Xxxx Title: President Chief Investment Officer The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC: LLC By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx, Xx. Xxxx Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 820,000 $10,640,625 Ladenburg Xxxxxxxx & Co. Inc. 460,000 Xxxxxxxxxx SecuritiesInc.. 9,221,875 Xxxxxxxxxxx & Co. Inc 4,965,625 Xxxxxxx Xxxxx & Company, Inc. 460,000 Maxim Group LLC 100,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 40,000 National Securities Corporation 120,000 L.L.C. 3,546,875 Total 2,000,000 $28,375,000 EXHIBIT B PRICE-RELATED INFORMATION Number Aggregate Principal Amount of Initial Securities: 2,000,000 Number $28,375,000 Aggregate Principal Amount of Option Securities: 300,000 Per Share $4,256,250 Public offering price $ 8.55 100.000% Sales load (underwriting discounts and commissions) $ 0.4275 3.125% Proceeds to the Company, before expenses $ 8.1225 96.875% Pricing Date: October 27September 13, 2015 2017 Closing Date (T+3): October 30September 18, 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. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in 2017 Interest Rate 6.50% No Call Period Closing Date through September 18, 2019 Stated Maturity September 18, 2022 Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”6(f) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), 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 Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.– Officers’ Certificates
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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, Gladstone Capital Investment Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC: LLC By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx, Xx. Xxxx Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 820,000 650,000 Ladenburg Xxxxxxxx & Co. Inc. 460,000 Xxxxxxxxxx Securities, Inc. 460,000 Maxim Group LLC 100,000 J.J.B. 000,000 X.X.X Xxxxxxxx, X.X. Xxxxx, LLC 40,000 National Securities Corporation 120,000 300,000 Xxxxxxxxxx Securities, Inc. 300,000 Xxxxxxx Xxxxx & Co. 150,000 Maxim Group LLC 100,000 Total 2,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 2,000,000 Number of Option Securities: 300,000 Per Share Public offering price $ 8.55 25.00000 Sales load (underwriting discounts and commissions) $ 0.4275 .78125 Proceeds to the Company, before expenses $ 8.1225 24.21875 Dividend Yield: 6.25 % Pricing Date: October 27September 19, 2015 2016 Closing Date (T+3T+5): October September 26, 2016 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date September 30, 2015 2023 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $16.0 48.2 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx 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”), providing for the public offering by the Underwriters, including the Representative, of common preferred stock, par value $0.001 per share (the “Common StockSecurities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.
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Samples: 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, Gladstone Capital Investment Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC: LLC By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx, Xx. Xxxx Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 820,000 $ 27,256,250 BTIG, LLC $ 21,693,750 X. Xxxxx Securities, Inc. $ 21,137,500 Ladenburg Xxxxxxxx & Co. Inc. 460,000 Xxxxxxxxxx Securities, $ 21,137,500 Xxxxxxxxxxx & Co. Inc. 460,000 Maxim Group LLC 100,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 40,000 National $ 15,575,000 Wedbush Securities Corporation 120,000 Inc. $ 4,450,000 Total 2,000,000 $ 111,250,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 2,000,000 Number of Option Securities: 300,000 Per Share Public offering price $ 8.55 Sales load (underwriting discounts and commissions) $ 0.4275 Proceeds to [See attached] Pricing Terms GLADSTONE INVESTMENT CORPORATION $111,250,000 5.00% Notes Due 2026 Pricing Term Sheet February 23, 2021 The following sets forth 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 final terms of the offering payable by the Company will be approximately $16.0 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 5.00% Notes due 2026 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement, dated February 23, 2021, together with the accompanying prospectus dated, July 24, 2019, relating to these securities (together, the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting AgreementPreliminary 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 Investment Corporation (the “Company”)) Title of the Securities: 5.00% Notes due 2026 Rating:* BBB (Xxxx-Xxxxx) Initial Aggregate Principal Amount Being Offered: $111,250,000 Over-Allotment Option: Up to $16,687,500 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per share (the “Common Stock”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.
Appears in 1 contract
Samples: 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, Gladstone Capital Corporation Saratoga Investment Corp. By: /s/ Xxxxx Hxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Hxxxx X. Xxxxxxxxx Title: Chief Executive Officer Gladstone AdministrationFinancial Officer, Chief Compliance Officer, Treasurer and Secretary Saratoga Investment Advisors, LLC By: /s/ Xxxxxxx Cxxxxxxxx X. XxXxxxx Xxxxxxxx Name: Xxxxxxx Cxxxxxxxx X. XxXxxxx Xxxxxxxx Title: President Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC: Rxxxxxx Jxxxx & Associates, Inc. By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Lxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx, Xx. Lxxxx Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 820,000 Ladenburg Xxxxxxxx Rxxxxxx Jxxxx & Co. Inc. 460,000 Xxxxxxxxxx SecuritiesAssociates, Inc. 460,000 Maxim Group LLC 100,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 40,000 National Securities Corporation 120,000 $50,000,000 Total 2,000,000 $50,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 2,000,000 Number of Option Securities: 300,000 Per Share Public offering price $ 8.55 Sales load (underwriting discounts Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated March 3, 2021 Relating to Preliminary Prospectus Supplement dated March 3, 2021 and commissions) $ 0.4275 Proceeds to Prospectus dated June 28, 2019 Registration No. 333-227116 SARATOGA INVESTMENT CORP. $50,000,000 4.375% Notes due 2026 PRICING TERM SHEET March 3, 2021 The following sets forth 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 final terms of the offering payable by the Company will be approximately $16.0 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 4.375% Notes due 2026 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement dated March 3, 2021, together with the accompanying prospectus dated June 28, 2019, relating to these securities (the “UnderwritersPreliminary Prospectus”), proposes and supersedes the information in the Preliminary Prospectus to enter into an Underwriting Agreement (the “Underwriting Agreement”) extent inconsistent with Gladstone Capital Corporation 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+ (Exxx-Xxxxx) 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), providing the redemption price for the public offering 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 XXXX XX00000XXX00 Underwriting Discount 2.000% Book-Running Manager Rxxxxxx Jxxxx & 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 Underwritersfact that the Notes initially will settle T+5, including to specify an alternate settlement cycle at the Representativetime 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. Investors are advised to carefully consider the investment objectives, risks, charges and expenses of common stockthe Company before investing. The Preliminary Prospectus, par value $0.001 per share which has been filed with the U.S. Securities and Exchange Commission (the “Common StockSEC”), contains this and other information about the Company and should be read carefully before investing. 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 “Public Offering”)SEC. Capitalized terms that are used but not defined herein have Before you invest, you should read the respective meanings ascribed to them 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 EXXXX on the SEC web site at wxx.xxx.xxx. Alternatively, the Company, any underwriter or any dealer participating in the Underwriting Agreement.offering will arrange to send you the Preliminary Prospectus and the accompanying prospectus if you request it from Rxxxxxx Jxxxx & Associates, Inc., 800 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, xmail: pxxxxxxxxx@xxxxxxxxxxxx.xxx, tel: 800-000-0000. SCHEDULE A
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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, Gladstone Capital Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone AdministrationENERGIZER HOLDINGS, LLC INC. By: /s/ Xxxxxxx X. XxXxxxx Xxxxxx Name: Xxxxxxx X. XxXxxxx Xxxxxx 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 aboveabove X.X. XXXXXX SECURITIES LLC For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. Xxxxxx Xxxxxxxxxx Xxxxx LLC: By: /s/ Xxxxxxx X. Xxxxxxxx, XxXxx Xxx Authorized Signatory BARCLAYS CAPITAL INC. Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: Managing Director For itself and as Representative on behalf of the several Underwriters named listed in Exhibit A hereto EXHIBIT A UNDERWRITERS Name Schedule 1 hereto. By: /s/ Xxxxx Xxxxx Authorized Signatory CITIGROUP GLOBAL MARKETS INC. For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/ Xxxx Xxxxxxx Authorized Signatory Schedule 1 Underwriter Number of Initial Shares X.X. Xxxxxx Securities LLC 559,006 Barclays Capital Inc. 442,547 Citigroup Global Markets Inc. 442,547 Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxxxxx & Xxxxx LLC 820,000 Ladenburg Xxxxxxxx & Co. Incorporated 158,385 MUFG Securities Americas Inc. 460,000 Xxxxxxxxxx Securities93,167 Evercore Group L.L.C. 74,534 Standard Chartered Bank 58,230 Total 1,875,000 Annex A Pricing Disclosure Package Pricing Term Sheet in the form of Annex B hereto. Annex B Energizer Holdings, Inc. 460,000 Maxim Group LLC 100,000 J.J.B. XxxxxxxxPricing Term Sheet Pricing Term Sheet Free Writing Prospectus dated as of January 15, X.X. Xxxxx, LLC 40,000 National Securities Corporation 120,000 Total 2,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 2,000,000 Number of Option Securities: 300,000 Per Share Public offering price $ 8.55 Sales load (underwriting discounts and commissions) $ 0.4275 Proceeds 2019 Filed pursuant to Rule 433 Relating to the CompanyPreliminary Prospectus Supplements each dated January 14, before expenses $ 8.1225 Pricing Date: October 272019 to the Prospectus dated January 14, 2015 Closing Date (T+3): October 302019 Registration No. 333-229244 Energizer Holdings, 2015 Net proceeds after payment Inc. Concurrent Offerings of underwriting discounts and commissions and estimated expenses 4,076,086 Shares of the offering payable by the Company will be approximately $16.0 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx 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”), providing for the public offering by the Underwriters, including the Representative, of common stockCommon Stock, par value $0.001 0.01 per share Share (the “Common Stock”), of the Company ) (the “Public Common Stock Offering”) and 1,875,000 Shares of 7.50% Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Samples: Energizer Holdings, 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, Gladstone Capital Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC: By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx, Xx. Xxxx Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 820,000 620,000 X.X. Xxxxxxxx & Co. 480,000 Ladenburg Xxxxxxxx & Co. Inc. 460,000 320,000 Xxxxxxxxxx Securities, Inc. 460,000 340,000 Maxim Group LLC 100,000 National Securities Corporation 100,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 40,000 National Securities Corporation 120,000 Total 2,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 2,000,000 Number of Option Securities: 300,000 Per Share Public offering price $ 8.55 7.9800 Sales load (underwriting discounts and commissions) $ 0.4275 0.3192 Proceeds to the Company, before expenses $ 8.1225 7.6608 Pricing Date: October 2726, 2015 2016 Closing Date (T+3): October 3031, 2015 2016 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $16.0 15.1 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx 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”), 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 Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.
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 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, Gladstone Capital Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone AdministrationENERGIZER HOLDINGS, LLC INC. By: /s/ Xxxxxxx X. XxXxxxx Xxxxxx Name: Xxxxxxx X. XxXxxxx Xxxxxx 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 aboveabove X.X. XXXXXX SECURITIES LLC For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. Xxxxxx Xxxxxxxxxx Xxxxx LLC: By: /s/ Xxxxxxx X. Xxxxxxxx, XxXxx Xxx Authorized Signatory BARCLAYS CAPITAL INC. Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: Managing Director For itself and as Representative on behalf of the several Underwriters named listed in Exhibit A hereto EXHIBIT A UNDERWRITERS Name Schedule 1 hereto. By: /s/ Xxxxx Xxxxx Authorized Signatory CITIGROUP GLOBAL MARKETS INC. For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/ Xxxx Xxxxxxx Authorized Signatory Schedule 1 Underwriter Number of Initial Shares X.X. Xxxxxx Securities LLC 1,222,826 Barclays Capital Inc. 968,071 Citigroup Global Markets Inc. 968,071 Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxxxxx & Xxxxx Incorporated 346,467 Evercore Group L.L.C. 264,945 MUFG Securities Americas Inc. 203,804 TD Securities (USA) LLC 820,000 Ladenburg Xxxxxxxx & Co. Inc. 460,000 Xxxxxxxxxx Securities101,902 Total 4,076,086 Annex A Pricing Disclosure Package Pricing Term Sheet in the form of Annex B hereto. Annex B Energizer Holdings, Inc. 460,000 Maxim Group LLC 100,000 J.J.B. XxxxxxxxPricing Term Sheet Pricing Term Sheet Free Writing Prospectus dated as of January 15, X.X. Xxxxx, LLC 40,000 National Securities Corporation 120,000 Total 2,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 2,000,000 Number of Option Securities: 300,000 Per Share Public offering price $ 8.55 Sales load (underwriting discounts and commissions) $ 0.4275 Proceeds 2019 Filed pursuant to Rule 433 Relating to the CompanyPreliminary Prospectus Supplements each dated January 14, before expenses $ 8.1225 Pricing Date: October 272019 to the Prospectus dated January 14, 2015 Closing Date (T+3): October 302019 Registration No. 333-229244 Energizer Holdings, 2015 Net proceeds after payment Inc. Concurrent Offerings of underwriting discounts and commissions and estimated expenses 4,076,086 Shares of the offering payable by the Company will be approximately $16.0 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx 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”), providing for the public offering by the Underwriters, including the Representative, of common stockCommon Stock, par value $0.001 0.01 per share Share (the “Common Stock”), of the Company ) (the “Public Common Stock Offering”) and 1,875,000 Shares of 7.50% Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Samples: Energizer Holdings, 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, Gladstone Capital Investment Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC: Xxxxxxxxxxx & Co. Inc. By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Xxxxx Xxxxx Name: Xxxxxxx X. Xxxxxxxx, Xx. Xxxxx Xxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxxxxxxxx & Co. Inc. $ 17,444,300 X. Xxxxx LLC 820,000 Securities, Inc. $ 11,671,750 Ladenburg Xxxxxxxx & Co. Inc. 460,000 $ 9,100,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 5,044,575 Xxxxx Xxxxxxx & Co. $ 13,911,125 Wedbush Securities Inc. $ 1,978,250 Gladstone Securities, Inc. 460,000 Maxim Group LLC 100,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 40,000 National Securities Corporation 120,000 $ 5,850,000 Total 2,000,000 $ 65,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 2,000,000 Number of Option Securities: 300,000 Per Share Public offering price $ 8.55 Sales load (underwriting discounts Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated May 23, 2023 Relating to Preliminary Prospectus Supplement dated May 23, 2023 and commissions) $ 0.4275 Proceeds to Prospectus dated October 15, 2021 Registration No. 333-259302 Pricing Terms GLADSTONE INVESTMENT CORPORATION $65,000,000 8.00% Notes Due 2028 Pricing Term Sheet May 23, 2023 The following sets forth 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 final terms of the offering payable by the Company will be approximately $16.0 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 8.00% Notes due 2028 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement, dated May 23, 2023, together with the accompanying prospectus dated, October 15, 2021, relating to these securities (together, the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting AgreementPreliminary 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 Investment Corporation (the “Company”)) Title of the Securities: 8.00% Notes due 2028 Rating:* BBB (Xxxx-Xxxxx) Initial Aggregate Principal Amount Being Offered: $65,000,000 Over-Allotment Option: Up to $9,750,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per share (the “Common Stock”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.
Appears in 1 contract
Samples: 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, Gladstone Capital Investment Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC: By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 820,000 1,254,000 BB&T Capital Markets, a division of BB&T Securities, LLC 495,000 Ladenburg Xxxxxxxx & Co. Inc. 460,000 594,000 Xxxxxxxxxx Securities, Inc. 460,000 Maxim Group LLC 100,000 495,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 40,000 National Securities Corporation 120,000 165,000 Maxim Group LLC 297,000 Total 2,000,000 3,300,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 2,000,000 3,300,000 Number of Option Securities: 300,000 495,000 Per Share Public offering price $ 8.55 7.40 Sales load (underwriting discounts and commissions) $ 0.4275 0.37 Proceeds to the Company, before expenses $ 8.1225 7.03 Pricing Date: October 27March 10, 2015 Closing Date (T+3): October 30March 13, 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 23.0 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx 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”), providing for the public offering by the Underwriters, including the Representative, of common stock, par value $0.001 per 0.001per share (the “Common Stock”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Samples: 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. [Signature Page Follows] If the foregoing is in accordance with your correctly sets forth the understanding of our agreementbetween the Underwriter and the Company, please sign and return to us so indicate in the enclosed duplicate hereofspace provided below for that purpose, whereupon this letter and your acceptance shall represent constitute a binding agreement among the Company, the Adviser, the Administrator and the Underwritersbetween us. Very truly yours, Gladstone Capital Corporation Maison Solutions Inc. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Xxxx Xx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed Confirmed and accepted as of the date first-written above. first above written: Xxxxxx Xxxxxxxxxx Xxxxx LLC: Capital, LLC By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxx, Xx. Xxxxxx Xxxxxx Title: Managing Director For itself Chief Executive Officer MAISON SOLUTIONS INC. – Underwriting Agreement SCHEDULE A Underwriter Shares Xxxxxx Xxxxx Capital, LLC [___] Total [___] Schedule 1-A Pricing Disclosure Package [_____] Schedule 1-B Issuer Free Writing Prospectus [Attached hereto] Schedule 1-C Written Testing-the-Waters Communications [_____] Schedule 2 Lock-up Parties 12-Month Lock up Period Name of Beneficial Owner Shares 5% Stockholders: Class A Class B Xxxxxxxx Arms Holding, LLC 13,600,000 - Amsterdam NYC Fund, LP 3,200,000 - Golden Tree USA, Inc. - 2,240,000 Executive Directors and as Representative of the Underwriters named in Officers: Xxxx Xx 13,600,000 2,240,000 Xxxxxxxxxx X. Xxxxx - - Xxx Xxx - - Xxx Xxxx - - Xxxx Xxxxx - - Exhibit A hereto EXHIBIT A UNDERWRITERS Name Form of Underwriter Number Underwriter’s Warrant Agreement Exhibit B Form of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 820,000 Ladenburg Xxxxxxxx & Co. Lock-up Agreement Exhibit C Form of Press Release Maison Solutions Inc. 460,000 Xxxxxxxxxx Securities, [Date] Maison Solutions Inc. 460,000 Maxim Group LLC 100,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 40,000 National Securities Corporation 120,000 Total 2,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 2,000,000 Number of Option Securities: 300,000 Per Share 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. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx 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”)) announced today that Xxxxxx Xxxxx Capital LLC, providing for the underwriter in the Company’s recent public offering by the Underwriters, including the Representative, of _____________ shares of common stock, par value $0.001 per share (the “Common Stock”), is [waiving] [releasing] a lock-up restriction with respect to __________ shares of the Company (Company’s common stock held by [certain officers or directors] [an officer or director] of the “Public Offering”)Company. Capitalized terms that are used but The [waiver] [release] will take effect on __________, 20___, and the shares may be sold on or after such date. This press release is not defined herein have an offer or sale of the respective meanings ascribed to them securities in the Underwriting AgreementUnited States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
Appears in 1 contract
