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On May 31, 2023, in connection with a previously announced public offering, Gladstone Investment Corporation (the “Company”) and UMB Bank, National Association, as trustee (the “Trustee”), entered into a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) to the Indenture, dated May 22, 2020, between the Company and the Trustee (together with the Fourth Supplemental Indenture, the “Indenture”). The Fourth Supplemental Indenture relates to the Company’s issuance, offer and sale of $74,750,000 aggregate principal amount of its 8.00% Notes due 2028 (the “Notes”).

The Notes will mature on August 1, 2028, unless previously redeemed or repurchased in accordance with their terms. The interest rate of the Notes is 8.00% per year, and interest on the Notes will be paid on February 1, May 1, August 1 and November 1 of each year, beginning on August 1, 2023. The Notes are the Company’s direct unsecured obligations and rank pari passu with the Company’s existing and future unsecured, unsubordinated indebtedness, including its 5.00% notes due 2026 and 4.875% notes due 2028; senior to any series of preferred stock that the Company may issue in the future; senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the Notes; effectively subordinated to any future secured indebtedness of the Company (including indebtedness that is initially unsecured to which the Company subsequently grants security), to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s existing or future subsidiaries, including, without limitation, borrowings under the Company’s credit facility.

The Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after August 1, 2025, upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of 100% of the outstanding principal amount of the Notes to be redeemed plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but not including, the date fixed for redemption.

The Notes were offered and sold pursuant to the Company’s effective shelf registration statement on Form (Registration No. 333-259302) previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated May 23, 2023, the pricing term sheet dated May 23, 2023 and a final prospectus supplement dated May 23, 2023. This Current Report on Form shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The transaction closed on May 31, 2023.

The Company intends to use the net proceeds from the offering to repay a portion of the amount outstanding under its credit facility, to fund new investment opportunities and for other general corporate purposes. The Company credit facility to make investments in portfolio companies in accordance with its investment objectives depending on the availability of appropriate investment opportunities consistent with its investment objectives depending on the availability of appropriate investment opportunities consistent with its investment objectives and market conditions and for other general corporate purposes.

The description above is only a summary of the material provisions of the Fourth Supplemental Indenture and the Notes and is qualified in its entirety by reference to copies of the Fourth Supplemental Indenture and the Notes, respectively, each filed as exhibits to this Current Report by reference herein.

 

The information set forth under Item 1.01 of herein by reference.

(d) Exhibits.

 

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.