GSV CAPITAL CORP. (NASDAQ:GSVC) Files An 8-K Entry into a Material Definitive Agreement
Item 2.02
Amended and Restated Trademark License Agreement
On and effective March 12, 2019, GSV Capital Corp. (the Company) and GSV Asset Management, LLC, the Companys former external investment adviser (GSV Asset Management), entered into an Amended and Restated Trademark License Agreement (the License Agreement) in connection with termination of the Investment Advisory Agreement (as defined and described below in Item 2.02).
GSV Asset Management is the owner of the trade name GSV, and other state or unregistered GSV marks, including the trading symbol GSVC (collectively, the Licensed Marks). to the License Agreement, GSV Asset Management granted the Company a non-transferable, non-sublicensable, and non-exclusive right and license to use the Licensed Marks, solely in connection with the operation of the Companys existing business.
The term of the License Agreement commenced on March 12, 2019 and shall continue for eighteen months, unless both parties mutually agree to extend the License Agreement for an additional period. to the License Agreement, the Company will pay GSV Asset Management a total amount equal to $1,250,000.
The description above is only a summary of the material provisions of the License Agreement and is qualified in its entirety by reference to the License Agreement, which is attached as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference.
Consulting Agreement
On and effective March 12, 2019, the Company and Michael T. Moe entered into a Consulting Agreement (the Consulting Agreement) for the purpose of assisting the Company with certain transition services following the termination of the Investment Advisory Agreement and internalization of the Companys operating structure. to the Consulting Agreement, Mr. Moe will provide certain transition services to the Company related to the Companys existing portfolio investments for which Mr. Moe previously had oversight in his role as the Chief Executive Officer and Chief Investment Officer of GSV Asset Management, the Companys former external investment adviser. Such transition services will include providing information to the Company regarding such portfolio companies, including as a member of a portfolio companys board of directors, assisting with the transition of portfolio company board seats as requested by the Company, making appropriate introductions to representatives of portfolio companies, and providing other similar types of services that the Company may reasonably request.
The term of the Consulting Agreement commenced on March 12, 2019 and will continue for eighteen months, unless both parties mutually agree to extend the Consulting Agreement for an additional period. to the Consulting Agreement, the Company will pay Consultant a total amount equal to $1,250,000.
The description above is only a summary of the material provisions of the Consulting Agreement and is qualified in its entirety by reference to the Consulting Agreement, which is attached as Exhibit 10.2 to this current report on Form 8-K and is incorporated herein by reference.
Amended and Restated Investment Advisory Agreement
On and effective March 12, 2019, the Amended and Restated Investment Advisory Agreement, dated March 8, 2013 (the Investment Advisory Agreement), by and between the Company and GSV Asset Management, was terminated by mutual agreement of the parties thereto in connection with the Companys transition to an internally managed operating structure.
Prior to the internalization of the Company, GSV Asset Management served as the Companys external investment adviser to the Investment Advisory Agreement. to the terms of the Investment Advisory Agreement, the Company paid GSV Asset Management a fee for its services consisting of two componentsa base management fee and an incentive fee. The base management fee was calculated at an annual rate of 2.00% of the Companys gross assets (the Companys total assets as reflected on its balance sheet with no deduction for liabilities). The incentive fee was determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equaled the lesser of (i) 20% of the Companys realized capital gains during such calendar year, if any, calculated on an investment-by-investment basis, subject to a non-compounded preferred return, or hurdle of 8.00% per year, and a catch-up feature, and (ii) 20% of the Companys realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees.
Second Amended and Restated Administration Agreement
On and effective March 12, 2019, the Second Amended and Restated Administration Agreement, dated April 3, 2017 (the Administration Agreement), by and between the Company and GSV Capital Service Company, LLC (GSV Capital Service Company), was terminated by mutual agreement of the parties in connection with the Companys transition to an internally managed operating structure.
Prior to the internalization of the Company, GSV Capital Service Company served as the Companys external administrator and provided administrative services necessary for the Companys operations, including but not limited to, furnishing the Company with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities, as well as providing the Company with certain other administrative services, including, but not limited to, assisting the Company with determining and publishing its net asset value, overseeing the preparation and filing of the Companys tax returns and the printing and dissemination of reports to the Companys stockholders.
Under the Administration Agreement, the Company did not pay any fees to GSV Capital Service Company but reimbursed GSV Capital Service Company for the Companys allocable portion of overhead and other expenses incurred by GSV Capital Service Company in performing its services under the Administration Agreement, including, but not limited to, fees and expenses associated with performing compliance functions and the Companys allocable portion of rent and compensation of the Companys President, Chief Financial Officer, Chief Compliance Officer and other staff providing administrative services.
On March 14, 2019, the Company issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2018. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form8-K and is incorporated into this Item 2.02 by reference.
The information disclosed under this Item 2.02, including the information set forth in Exhibit 99.1 hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise. The information in this Item 2.02shall not be incorporated by reference into any registration statement or other document to the Securities Act of 1933, as amended, or into any filing or other document to the Exchange Act, except as otherwise expressly stated in any such filing.
On and effective March 12, 2019, Michael T. Moe resigned from the Companys Board of Directors in connection with the Companys transition to an internally managed operating structure. In connection with Mr. Moes resignation, the Board of Directors intends to reduce the number of directors that constitute the full Board of Directors to five directors from six directors in accordance with its bylaws. Mr. Moe will continue to provide services to the Company to the Consulting Agreement described in Item 2.02 of this Form 8-K which is incorporated herein by reference.
On March 14, 2019, in connection with the Companys conference call to announce its financial results for the quarter and fiscal year ended December 31, 2018, the Company provided a presentation to stockholders, analysts and any other parties participating on the call. A copy of the slides that the Company used during the presentation has been included as Exhibit 99.2 to this Current Report on Form 8-K and has been posted on the Companys website.
| 99.2 | Earnings Presentation dated March 14, 2019 |
* The press release attached hereto as Exhibit 99.1 is furnished and not filed, as described in Item 2.02of this Current Report on Form 8-K.
GSV Capital Corp. Exhibit
EX-10.1 2 tv516273_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT This AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of March 12,…
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About GSV CAPITAL CORP. (NASDAQ:GSVC)
GSV Capital Corp. (GSV Capital) is an externally managed, non-diversified closed-end management investment company. The Company’s investment objective is to maximize its portfolio’s total return, principally by seeking capital gains on its equity and equity-related investments. The Company invests principally in the equity securities, which are venture-capital-backed emerging companies. The Company acquires its investments through direct investments with portfolio companies, secondary marketplaces for private companies and negotiations with selling stockholders. The Company may also invest in select publicly traded equity securities or certain non-United States companies that otherwise meet its investment criteria. It seeks to invest approximately 90% of its portfolio in late-stage companies and the remaining approximately 10% in emerging companies that fit within its targeted areas. Its investment activities are managed by its investment advisor, GSV Asset Management, LLC.