GSV CAPITAL CORP. (NASDAQ:GSVC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
GSV Capital Corp. (GSVC) has entered into a Loan and Security
Agreement (theLoan Agreement), dated as of May 31, 2017, between
GSVC and Western Alliance Bank to provide GSVC with a new $12
million senior secured revolving credit facility (theCredit
Facility). Availability under the Credit Facility is subject to
the number and value of securities included in a borrowing base
and otherwise specified in the Loan Agreement.
The Credit Facility, among other things, matures on the later of
(i) August 15, 2018 or (ii) 30 days prior to the due date of
GSVCs 5.25% convertible senior notes due 2018, which mature on
September 15, 2018. Borrowings under the Credit Facility bear
interest at a per annum rate equal to the prime rate plus 3.50%.
In addition, the Loan Agreement requires payment of a fee for
unused amounts during the revolving period in an amount equal to
0.50% per annum of the average unused portion of the $12 million
Credit Facility. Under the Loan Agreement, GSVC has made certain
customary representations and warranties and is required to
comply with various affirmative and negative covenants, reporting
requirements, and other customary requirements for similar credit
facilities, including, without limitation, restrictions on
incurring additional indebtedness (with unsecured longer-term
indebtedness limited to $70 million in the aggregate), compliance
with the asset coverage requirements under the Investment Company
Act of 1940, a minimum net asset value requirement of at least
the greater of $60 million or five times the amount of the $12
million Credit Facility, a limitation on GSVCs net asset value
being reduced by more than 15% of GSVCs net asset value at
December 31, 2016, and maintenance of regulated investment
company and business development company status. The Loan
Agreement includes usual and customary events of default for
credit facilities of this nature, including, without limitation,
nonpayment, misrepresentation of representations and warranties
in a material respect, breach of covenant, cross-default to
certain other indebtedness, bankruptcy, the cessation of GSVCs
investment advisory agreement with GSV Asset Management, LLC, and
the occurrence of a material adverse effect.
The Credit Facility is secured by all of GSVCs property and
assets, except for GSVCs assets pledged to secure certain
obligations in connection with GSVCs issuance, in September 2013,
of its 5.25% convertible senior notes due 2018 to an indenture,
dated as of September 17, 2013.
The description above is only a summary of the material
provisions of the Credit Facility and is qualified in its
entirety by reference to the form of the Loan Agreement, which is
attached as Exhibit 10.1 to this current report on Form 8-K and
is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth under Item 1.01 of this Form 8-K is
incorporated herein by reference.
Item 8.01. Other Events.
On May 31, 2017, GSVC received a letter from The Nasdaq Stock
Market LLC (Nasdaq) confirming that GSVC has regained compliance
with the independent director requirement for continued listing
on the Nasdaq Capital Market, which is set forth inNasdaq Listing
Rule5605(b)(1). GSVC regained compliance with such ruleas of May
31, 2017, the effective date of David S. Pottrucks appointment as
a member of GSVCs Board of Directors (the Board). As previously
reported in a current report on Form 8-K on March 16, 2017, Mr.
Pottruck was appointed to serve as a member of the
Board,effective May 31, 2017,in order to fill the vacancy on the
Board created by the resignation of a former director, Bradford
C. Koenig, and is an independent director, as defined by Nasdaq
Listing Rule 5605(a)(2), of the Board.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 |
Loan and Security Agreement between GSV Capital Corp. and Western Alliance Bank, dated as of May 31, 2017 |
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. GSV CAPITAL CORP. (NASDAQ:GSVC) Recent Trading Information
GSV CAPITAL CORP. (NASDAQ:GSVC) closed its last trading session up +0.03 at 4.54 with 34,677 shares trading hands.
