SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): April 13, 2021
Gladstone Capital Corporation
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
1521 Westbranch Drive, Suite 100
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrants 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Common Stock, $0.001 par value per share||GLAD||The Nasdaq Stock Market LLC|
|5.375% Notes due 2024, $25.00 par value per note||GLADL||The Nasdaq Stock Market LLC|
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 1.01. Entry into a Material Definitive Agreement.
On April 13, 2021, Gladstone Capital Corporation (the Company) amended and restated its existing advisory agreement, as amended (the Agreement), with Gladstone Management Corporation, a registered investment adviser (the Adviser), by entering into the Third Amended and Restated Investment Advisory and Management Agreement between the Company and the Adviser (the Amended Agreement). The Companys entrance into the Amended Agreement was approved unanimously by its board of directors (the Board), including, specifically, its independent directors. The Amended Agreement maintains the revised hurdle rate included in the calculation of the Incentive Fee for the period beginning April 1, 2021 through March 31, 2022, which was previously amended for the period beginning April 1, 2020 through March 31, 2021 to increase the hurdle rate from 1.75% per quarter (7% annualized) to 2.00% per quarter (8% annualized) and increase the excess Incentive Fee hurdle rate from 2.1875% per quarter (8.75% annualized) to 2.4375% per quarter (9.75% annualized). The calculation of the other fees in the Advisory Agreement remain unchanged. The revised Incentive Fee calculation will begin with the fee calculations for the quarter ending June 30, 2021. All other terms of the Advisory Agreement remained the same. All capitalized terms not defined in this Current Report on Form 8-K are defined in the Amended Agreement.
The description above is only a summary of the material provisions of the Amended Agreement and is qualified in its entirety by reference to a copy of the Amended Agreement, which will be filed with the Companys next periodic report.
Item 7.01. Regulation FD Disclosure.
On April 13, 2021, the Company issued a press release, filed herewith as Exhibit 99.1, announcing that its board of directors declared monthly cash distributions for its common stock for each of April, May and June 2021.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities and 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.
|99.1||Press Release issued by Gladstone Capital Corporation on April 13, 2021.|
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 Capital Corporation|
|Date: April 13, 2021||By:|
|Chief Financial Officer & Treasurer|