Gladstone Capital Corporation
GLADSTONE CAPITAL CORP (Form: 8-K, Received: 04/10/2018 16:41:33)
 

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

Form 8-K
______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): April 10, 2018  

Gladstone Capital Corporation
(Exact Name of Registrant as Specified in Charter)

Maryland 814-00237
54-2040781
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

 

1521 Westbranch Drive, Suite 100
McLean, Virginia
22102
(Address of Principal Executive Offices)  (Zip Code)

(703) 287-5800
(Registrant's telephone number, including area code)


(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  [   ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  [   ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  [   ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  [   ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

 
 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 10, 2018, Gladstone Capital Corporation (the “Company”) appointed Julia Ryan to serve in a temporary capacity as Acting Principal Financial Officer, with such appointment effective immediately. This appointment was made in consideration of the Company’s current Chief Financial Officer and Treasurer, Nicole Schaltenbrand, taking a temporary family medical leave of absence. Ms. Schaltenbrand’s temporary leave of absence will end in June 2018, and, at that point in time, she will return to her position as Chief Financial Officer and Treasurer.

Ms. Ryan, age 37, is the current Chief Financial Officer and Treasurer of Gladstone Investment Corporation, an affiliate of the Company, serving as Chief Financial Officer and Treasurer since July 2015 and Chief Accounting Officer from April 2015 to July 2015. Prior to joining Gladstone Investment Corporation, Ms. Ryan worked as a senior manager in the assurance practice of KPMG LLP from 2004 until 2015.

Item 7.01. Regulation FD Disclosure.

On April 10, 2018, the Company issued a press release, filed herewith as Exhibit 99.1, announcing that the Company’s board of directors (the “Board”) declared monthly cash distributions for the Company’s common stock and 6.0% Series 2024 Term Preferred Stock for each of April, May, and June 2018. 

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

On April 10, 2018, the Company issued a press release, filed herewith as Exhibit 99.2, announcing that Board, including a “required majority” (as such term is defined in Section 57(o) of the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Board, approved the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act. As a result, the Company’s asset coverage requirements for senior securities will be changed from 200% to 150%, effective one year henceforth on April 10, 2019.

The information disclosed under this Item 8.01, including Exhibit 99.2 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit  No.     Description
   
99.1   Press Release issued by Gladstone Capital Corporation on April 10, 2018.
99.2   Press Release issued by Gladstone Capital Corporation on April 10, 2018.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  Gladstone Capital Corporation
     
     
Date: April 10, 2018 By:  /s/ Robert L. Marcotte        
    Robert L. Marcotte
    President
   


EXHIBIT INDEX

 

Exhibit No.     Description
     
99.1   Press Release issued by Gladstone Capital Corporation on April 10, 2018.    
99.2   Press Release issued by Gladstone Capital Corporation on April 10, 2018.

EXHIBIT 99.1

Gladstone Capital Announces Monthly Cash Distributions for  April, May and June 2018

MCLEAN, Va., April 10, 2018 (GLOBE NEWSWIRE) -- Gladstone Capital Corporation (NASDAQ:GLAD) (the “Company”) announced today that its board of directors declared the following monthly cash distributions for April, May and June 2018 and also announced its plan to report earnings for the second fiscal quarter ended March 31, 2018.

Cash Distributions:

Common Stock: $0.07 per share of common stock for each of April, May and June 2018, payable per the table below. The Company has paid 174 consecutive monthly cash distributions on its common stock.

  Record Date Payment Date Cash Distribution
  April 20 April 30 $ 0.07
  May 22 May 31 $ 0.07
  June 20 June 29 $ 0.07
Total for the Quarter : $ 0.21

Term Preferred Stock: $0.125 per share of the Company’s 6.00% Series 2024 Term Preferred Stock (“Term Preferred Stock”) for each of April, May and June 2018, payable per the table below. The Term Preferred Stock trades on the NASDAQ under the symbol “GLADN.”

  Record Date Payment Date Cash Distribution
  April 20 April 30 $ 0.125
  May 22 May 31 $ 0.125
  June 20 June 29 $ 0.125
Total for the Quarter : $ 0.375

The Company offers a dividend reinvestment plan (the “DRIP”) to its common stockholders. For more information regarding the DRIP, please visit www.gladstonecapital.com.

Earnings Announcement:

The Company also announced today that it plans to report earnings for the second fiscal quarter ended March 31, 2018, after the stock market closes on Wednesday, May 2, 2018. The Company will hold a conference call Thursday, May 3, 2018 at 8:30 a.m. EDT to discuss its earnings results.  Please call (855) 465-0177 to enter the conference call.  An operator will monitor the call and set a queue for questions.

A conference call replay will be available after the call and will be accessible through May 10, 2018. To hear the replay, please dial (855) 859-2056 and use playback conference number 54345967.

The live audio broadcast of the Company’s conference call will be available online at www.gladstonecapital.com. The event will be archived and available for replay on the Company’s website through July 3, 2018.

If you have questions prior to or following the earnings release you may e-mail them to capital@gladstonecompanies.com. 

Gladstone Capital Corporation is a publicly traded business development company that invests in debt and equity securities consisting primarily of secured first and second lien term loans to lower middle market businesses in the United States. Information on the business activities of all the Gladstone funds can be found at www.gladstonecompanies.com.

For Investor Relations inquiries related to any of the monthly dividend paying Gladstone funds, please visit www.gladstone.com.

Source: Gladstone Capital Corporation  703 287 5893

  

Exhibit 99.2

Gladstone Capital Announces Board Approval to Reduce Required Asset Coverage as Provided for in the Small Business Credit Availability Act

Prudent Leverage Increase Expected to Add Portfolio Diversity, Lower Risk and Enhance Long-term Returns

MCLEAN, Va., April 10, 2018 (GLOBE NEWSWIRE) -- Gladstone Capital Corporation (NASDAQ:GLAD) (the “Company”) today announced that on April 10, 2018, the Company’s Board of Directors (the “Board”), including a “required majority” (as such term is defined in Section 57(o) of the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Board, approved the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act. As a result, the Company’s asset coverage requirements for senior securities will be changed from 200% to 150%, effective one year after the approval date, April 10, 2019.

Comments from Gladstone Capital Corporation’s President, Bob Marcotte: “We welcome the recent business development company legislation and today’s Board approval, which will strengthen our flexibility to execute on our lower middle market credit investment strategy over the long-term. Building on the strong returns we delivered in 2017 and the performance of our investments made in the last 5 years, which have generated net realized and unrealized gains, we intend to maintain our investment strategy and disciplined approach to loan originations.

“As an active provider of secured debt to the lower middle market, we continue to see attractive investment opportunities. We believe the prudent deployment of this additional capacity will enhance our portfolio diversity, lower our risk profile, and expand our capital market access options, while positioning us to further improve overall returns for the benefit of our shareholders. We believe this is a very positive development and look forward to detailing how we intend to implement this increased financing flexibility in the coming quarters.”

About Gladstone Capital Corporation: Gladstone Capital Corporation is a publicly traded business development company that invests in debt and equity securities, consisting primarily of secured first and second lien term loans to lower middle market businesses in the United States. Including distributions through today, the Company has paid 182 consecutive monthly or quarterly cash distributions on its common stock.  Information on the business activities of all the Gladstone funds can be found at www.GladstoneCompanies.com.          

Investor Relations Inquiries : Please visit www.gladstonecompanies.com or +1-703-287-5893.

Forward-looking Statements:
The statements in this press release about future growth and shareholder returns are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements inherently involve certain risks and uncertainties in predicting future results and conditions. Although these statements are based on our current plans that are believed to be reasonable as of the date of this press release, a number of factors could cause actual results and conditions to differ materially from these forward-looking statements, including those factors described from time to time in our filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to publicly release the result of any revisions to these forward looking statements that may be made to reflect any future events or otherwise, except as required by law.