Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - SARATOGA INVESTMENT CORP. | dp18058_ex1001.htm |
| EX-99.1 - EXHIBIT 99.1 - SARATOGA INVESTMENT CORP. | dp18058_ex9901.htm |
| EX-10.2 - EXHIBIT 10.2 - SARATOGA INVESTMENT CORP. | dp18058_ex1002.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date
of report (Date of earliest event reported): April 14,
2010
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GSC
Investment Corp.
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(Exact
name of registrant as specified in charter)
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Maryland
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001-33376
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20-8700615
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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500
Campus Drive, Suite 220, Florham Park, New Jersey 07932
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: (212) 884-6200
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N/A
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(Former
name or former address, if changed since last
report)
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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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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EXPLANATORY
NOTE
This
Current Report on Form 8-K/A amends and restates Items 1.01 and 9.01 of the
Current Report on Form 8-K filed by GSC Investment Corp. (the “Company”) with
the Securities and Exchange Commission (“SEC”) on April 14, 2010 (the “Original
Filing”). On April 14, 2010, certain stockholders affiliated with the
Company entered into a Voting and Support Agreement with Saratoga Investment
Advisors, LLC in connection with the Stock Purchase Agreement. The
Company did not include this agreement as an exhibit to the Original Filing and
is filing this Current Report on Form 8-K/A to include the agreement as an
exhibit and to include references thereto in Item 1.01.
Except for the amended and restating
the related information included in Item 1.01 and including the Voting and
Support Agreement as an exhibit in Item 9.01, this Current Report on
Form 8-K/A continues to describe conditions as of the date of the Original
Filing, and the disclosures contained herein have not been updated to reflect
events, results or developments that have occurred after the Original Filing, or
to modify or update those disclosures affected by subsequent
events. Among other things, forward-looking statements made in the
Original Filing have not been revised to reflect events, results or developments
that have occurred or facts that have become known to us after the date of the
Original Filing, and such forward-looking statements should be read in their
historical context. This Current Report on Form 8-K/A should be read
in conjunction with the Company’s filings made
with the SEC subsequent to the Original Filing, including any amendments to
those filings.
Item
1.01 Entry into a Material Definitive Agreement.
On April 14, 2010, the Company
entered into a definitive stock purchase agreement (the “Stock Purchase
Agreement”) by and among the Company, Saratoga Investment Advisors, LLC
(“Saratoga”) and CLO Partners LLC (“CLO Partners”) to issue and sell $15,000,000
in aggregate purchase price of the Company’s common stock, par value $0.0001 per
share, at an offering price of $1.52 per share. Under the terms of
the Stock Purchase Agreement and subject to approval by the Company’s
stockholders, Saratoga will replace GSC Group as the Company’s external
investment manager and administrator. The closing of the transaction
is subject to the satisfaction of certain closing conditions including the
approval of certain elements of the transaction by the Company’s
stockholders.
The description of the provisions of
the Stock Purchase Agreement set forth above is qualified in its entirety by
reference to the full and complete terms contained in such agreement, which is
filed as Exhibit 10.1 to this Form 8-K and incorporated into this Item 1.01 by
reference. The exhibits and schedules to the Stock Purchase
Agreement, except as described in the following sentence, have been omitted from
the attached Exhibit 10.1. In connection with the Stock Purchase
Agreement and the transactions contemplated thereby, certain stockholders
affiliated with the Company entered into a Voting and Support Agreement with
Saratoga, which is filed as Exhibit 10.2 to this Form 8-K and incorporated into
this Item 1.01 by reference. Upon request, the Company shall furnish
supplementally a copy of any omitted schedule or exhibit to the
SEC.
Item
3.02 Unregistered Sales of Equity Securities.
The information set forth in Item
1.01 of this Current Report on Form 8-K is incorporated herein by
reference.
The Company is offering to sell the
shares pursuant to the Stock Purchase Agreement to each of Saratoga and CLO
Partners, each of which is an “accredited investor” as that term is defined in
Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the
“Securities Act”), in reliance on the exemption from registration provided by
Section 4(2) of the Securities Act and Regulation D promulgated
thereunder.
Item
7.01 Regulation FD Disclosure.
On April
14, 2010, the Company issued a press release regarding the signing of the
agreement described above, which is furnished as Exhibit 99.1 to this
report.
Item
9.01 Financial Statements and Exhibits.
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Exhibits.
| Exhibit No. | Description | |
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10.1
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Stock
Purchase Agreement dated as of April 14, 2010 among GSC Investment Corp.,
Saratoga Investment Advisors, LLC and CLO Partners LLC.
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10.2
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Voting
and Support Agreement dated as of April 14, 2010 among certain
stockholders affiliated with GSC Investment Corp. and Saratoga Investment
Advisors, LLC.
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99.1
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Press
release dated April 14, 2010.
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SIGNATURES
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.
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GSC
Investment Corp.
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Date:
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June
4, 2010
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By:
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/s/
Seth M. Katzenstein
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Name:
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Seth
M. Katzenstein
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Title:
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Chief
Executive Officer
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EXHIBIT
INDEX
| Exhibit No. | Description |
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10.1
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Stock
Purchase Agreement dated as of April 14, 2010 among GSC Investment Corp.,
Saratoga Investment Advisors, LLC and CLO Partners LLC.
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10.2
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Voting
and Support Agreement dated as of April 14, 2010 among certain
stockholders affiliated with GSC Investment Corp. and Saratoga Investment
Advisors, LLC.
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99.1
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Press
release dated April 14, 2010.
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