Gladstone Investment Corporation
GLADSTONE INVESTMENT CORPORATION\DE (Form: 8-K, Received: 04/10/2018 16:22:08)
 

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 Investment Corporation
(Exact Name of Registrant as Specified in Charter)

Delaware 814-00704 83-0423116
(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 7.01. Regulation FD Disclosure.

On April 10, 2018, Gladstone Investment Corporation (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, 6.75% Series B Cumulative Term Preferred Stock, 6.50% Series C Cumulative Term Preferred Stock, and 6.25% Series D Cumulative Term Preferred Stock for each of April, May, and June 2018 and a supplemental distribution to common stockholders for June 2018.

The information disclosed under this Item 7.01, including portions of Exhibit 99.1 attached hereto regarding cash distributions, 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 8.01. Other Events.

On April 10, 2018, the Company’s 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 as of April 10, 2019.

 

The information disclosed under this Item 8.01 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 Investment Corporation, dated 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 Investment Corporation
     
   
Date: April 10, 2018 By:  /s/ Julia Ryan        
    Julia Ryan
    Chief Financial Officer and Treasurer
   


EXHIBIT INDEX

 

Exhibit No.     Description
     
99.1   Press Release issued by Gladstone Investment Corporation, dated April 10, 2018.

EXHIBIT 99.1

Gladstone Investment Increases Monthly Cash Distributions to Common Stockholders and Announces Monthly Cash Distributions for April, May, and June 2018 and a Supplemental Distribution to Common Stockholders

MCLEAN, Va., April 10, 2018 (GLOBE NEWSWIRE) -- Gladstone Investment Corporation (NASDAQ:GAIN) (the “Company”) announced today that its board of directors declared the following monthly cash distributions to preferred and common stockholders, increasing distributions to common stockholders by more than 3%.

The Company will also pay a supplemental distribution of $0.06 per share to holders of its common stock in June 2018. In this regard, the Company currently anticipates paying semi-annual, supplemental distributions each fiscal year. The first two of such supplemental distributions were paid in June and December 2017. These payments are expected to include undistributed net capital gains, but may also be made from undistributed net investment income, which the Company anticipates it will continue to generate in the future. The Company’s board of directors will evaluate the amount and timing of additional, semi-annual, supplemental distributions in future periods.

Common Stock: $0.067 per share of common stock for each of April, May, and June 2018, payable per the table below. The Company has paid 153 consecutive monthly cash distributions on its common stock.

Record Date Payment Date Cash Distribution
April 20 April 30 $0.067
May 22 May 31 $0.067
June 6 June 15 $0.06*
June 20 June 29 $0.067
Total for the Quarter: $0.261
   

*Denotes supplemental distribution to common stockholders

Series B Term Preferred Stock: $0.140625 per share of the Company’s 6.75% Series B Cumulative Term Preferred Stock (“Series B Term Preferred Stock”) for each of April, May, and June 2018, payable per the table below. The Series B Term Preferred Stock trades on the NASDAQ under the symbol “GAINO.”

Record Date Payment Date Cash Distribution
April 20 April 30 $0.140625
May 22 May 31 $0.140625
June 20 June 29 $0.140625
Total for the Quarter: $0.421875
     

Series C Term Preferred Stock: $0.135417 per share of the Company’s 6.50% Series C Cumulative Term Preferred Stock (“Series C Term Preferred Stock”) for each of April, May, and June 2018, payable per the table below. The Series C Term Preferred Stock trades on the NASDAQ under the symbol “GAINN.”

Record Date Payment Date Cash Distribution
April 20 April 30 $0.135417
May 22 May 31 $0.135417
June 20 June 29 $0.135417
Total for the Quarter: $0.406251
   

Series D Term Preferred Stock: $0.13020833 per share of the Company’s 6.25% Series D Cumulative Term Preferred Stock (“Series D Term Preferred Stock”) for each of April, May, and June 2018, payable per the table below. The Series D Term Preferred Stock trades on the NASDAQ under the symbol “GAINM.”

Record Date Payment Date Cash Distribution
April 20 April 30 $0.13020833
May 22 May 31 $0.13020833
June 20 June 29 $0.13020833
Total for the Quarter: $0.39062499
   

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

Gladstone Investment Corporation is a publicly traded business development company that seeks to make debt and equity investments in lower middle market businesses in the United States in connection with acquisitions, changes in control and recapitalizations. Information on the business activities of all the Gladstone funds can be found at www.gladstonecompanies.com.

Forward-looking Statements:
The statements in this press release regarding potential future distributions, earnings and operations of the Company are "forward-looking statements." These forward-looking statements inherently involve certain risks and uncertainties in predicting future results and conditions. Although these statements are based on Gladstone Investment's 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 Gladstone Investment's filings with the Securities and Exchange Commission. Gladstone Investment 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.

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

For further information: Gladstone Investment Corporation, +1-703-287-5893