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Gladstone Investment Corp | 7.125% Series A Cumulative Term Preferred Stock (GAINP)

Prospectus exerpt:  1,400,000 shares of 7.125% Series A Cumulative Term Preferred Stock. The underwriters have the option to purchase up to 210,000 additional shares of Series A Term Preferred Stock from us to cover over allotments, if any.

Liquidation Preference: $25 per share, plus accumulated but unpaid dividends, if any. In the event of any liquidation, dissolution or winding up of our affairs, holders of the Series A Term Preferred Stock will be entitled to receive a liquidation distribution per share equal to $25 per share (which we refer to in this prospectus supplement as the Liquidation Preference), plus an amount equal to all accumulated but unpaid dividends, if any, and distributions accumulated to, but excluding, the date fixed for distribution or payment, whether or not earned or declared by us, but excluding interest on any such distribution or payment. See “Description of the Series A Term Preferred Stock— Liquidation Rights.”

Dividends: The Series A Term Preferred Stock will pay a monthly dividend at a fixed annual rate of 7.125% of the Liquidation Preference, or $1.7813 per share per year, which we refer to as the Fixed Dividend Rate. The Fixed Dividend Rate is subject to adjustment under certain circumstances, but will not in any case be lower than 7.125%.

Cumulative cash dividends or distributions on the Series A Term Preferred Stock will be payable monthly, when, as and if declared, or under authority granted, by our Board of Directors out of funds legally available for such payment. The first dividend period for the Series A Term Preferred Stock will commence on the initial issuance date of such shares upon the closing of this offering, which we refer to as the Date of Original Issue, and will end on March 31, 2012.

Ranking: The shares of Series A Term Preferred Stock are senior securities that constitute capital stock of the Company.

The Series A Term Preferred Stock ranks: senior to the Common Stock in priority of payment of dividends and as to the distribution of assets upon dissolution, liquidation or the winding-up of our affairs; and equal in priority with all other future series of preferred stock we may issue, which we refer to in this prospectus supplement, collectively with the Series A Term Preferred Stock, as the Preferred Stock, as to priority of payment of dividends and as to distributions of assets upon dissolution, liquidation or the winding-up of our affairs.

We may issue additional shares of Preferred Stock, but we may not issue additional classes of capital stock that rank senior or junior to the Series A Term Preferred Stock (other than Common Stock) as to priority of payment of dividends and as to distribution of assets upon dissolution, liquidation or winding-up of our affairs. We may, however, borrow funds from banks and other lenders so long as the ratio of (1) the value of total assets less the total borrowed amounts to (2) the sum of all senior securities representing indebtedness and the outstanding Series A Term Preferred Stock multiplied by $25 per share is not less than 200%.

Mandatory Term Redemption: We are required to redeem all outstanding Series A Term Preferred Stock on February 28, 2017, at a redemption price equal to the Liquidation Preference ($25 per share), plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the redemption date. If we fail to redeem the Series A Term Preferred Stock pursuant to the mandatory redemption required on February 28, 2017, or in any other circumstance in which we are required to redeem the Series A Term Preferred Stock, then the Fixed Dividend Rate will increase to an annual rate of 11% for so long as such failure continues. See “Description of the Series A Term Preferred Stock—Redemption” and “—Voting Rights.”

Mandatory Redemption for Asset Coverage: If we fail to maintain an Asset Coverage ratio (as defined below) of at least 200% as of the close of business on any calendar day on which NASDAQ is open for trading, or a Business Day, on which Asset Coverage is required to be calculated, and such failure is not cured by the close of business on the date that is 30 calendar days following such Business Day (referred to in this prospectus supplement as an Asset Coverage Cure Date), then we are required to redeem, within 90 calendar days of the Asset Coverage Cure Date, shares of Preferred Stock equal to the lesser of (1) the minimum number of shares of Preferred Stock that will result in our having an Asset Coverage ratio of at least 200% and (2) the maximum number of shares of Preferred Stock that can be redeemed out of funds legally available for such redemption, provided further, that in connection with any such redemption for failure to maintain such Asset Coverage ratio, we may redeem such additional number of shares of Preferred Stock that will result in our having an Asset Coverage ratio of up to and including 215%. The Preferred Stock to be redeemed may include, at our sole option, any number or proportion of the Series A Term Preferred Stock and other series of Preferred Stock. If shares of Series A Term Preferred Stock are to be redeemed in such an event, they will be redeemed at a redemption price equal to the Liquidation Preference ($25 per share), plus accumulated but unpaid dividends, if any, on such shares (whether or not declared, but excluding interest on accumulated but unpaid dividends, if any) to, but excluding, the date fixed for such redemption. Asset Coverage for purposes of our Preferred Stock is a ratio calculated under Section 18(h) of the 1940 Act, as in effect on the date of the Certificate of Designation, and is determined on the basis of values calculated as of a time within 48 hours (only including Business Days) preceding each determination. We estimate that, on the Date of Original Issue, our Asset Coverage, based on the composition and value of our portfolio as of December 31, 2011, and after giving effect to (1) the issuance of the Series A Term Preferred Stock offered in this offering and (2) the payment of underwriting discounts and commissions of $1.4 million and estimated related offering costs payable by us of approximately $375,000, would have been 284.9%. Our net investment income coverage, which is calculated by dividing our net investment income by the amount of distributions to holders of our Common Stock, averaged approximately 120.2% from March 31, 2009 through December 31, 2011. Net investment income coverage has varied each year since our inception, and there is no assurance that historical coverage levels will be maintained. See “Description of the Series A Term Preferred Stock—Asset Coverage.”

Optional Redemption: At any time on or after February 28, 2016, at our sole option, we may redeem the Series A Term Preferred Stock in whole or from time to time, in part, out of funds legally available for such redemption, at the Liquidation Preference ($25 per share), plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the date fixed for such redemption. See “Description of the Series A Term Preferred Stock—Redemption—Optional Redemption.” See “Description of the Series A Term Preferred Stock—Redemption.”

Change of Control Redemption: If a Change of Control Triggering Event occurs, unless we have exercised our option to redeem the Series A Term Preferred Stock, we will be required to redeem all of the outstanding Series A Term Preferred Stock at the Liquidation Preference ($25 per share), plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the date fixed for such redemption. For the definition of Change of Control Triggering Event and additional information concerning the redemption of the Series A Term Preferred Stock in connection with such events, see “Description of the Series A Term Preferred Stock—Redemption—Change of Control.”

Voting Rights: Except as otherwise provided in our Amended and Restated Certificate of Incorporation or as otherwise required by law, (1) each holder of Preferred Stock (including the Series A Term Preferred Stock) will be entitled to one vote for each share of Preferred Stock held by such holder on each matter submitted to a vote of our stockholders and (2) the holders of all outstanding Preferred Stock and Common Stock will vote together as a single class; provided, that holders of Preferred Stock, voting separately as a class, will be entitled to elect at least two of our directors and will be entitled to elect a majority of our directors if we fail to pay dividends on any outstanding shares of Preferred Stock in an amount equal to two full years of dividends and continuing during that period until we correct that failure. Preferred Stock holders will also vote separately as a class on any matter that materially and adversely affects any preference, right or power of holders of Preferred Stock. See “Description of the Series A Term Preferred Stock—Voting Rights.”

Conversion Rights: The Series A Term Preferred Stock will have no conversion rights.

Full Prospectus PDF », GAIN Page »

Series:A
Redeemable?:Yes
Call Date:2/28/2016
Maturity Date:2/28/2017
Cumulative?:Yes
Shares Offered:1400000
Overallotment:210000
Liquidation Preference:$25
Recent Market Price:$26.01
Premium to Liquidation Preference:
(More Preferreds Trading at a Premium »)
$1.01 (4.04%)
Annualized Dividend:1.78125
Recent Ex-Date:11/13/2014
Current Yield:6.85%
Original Coupon:7.125%
Pay Period:Monthly
Gladstone Investment is an externally advised, closed-end, non-diversified management investment company. Co. invests in debt and equity securities of established private businesses in the U.S. Debt investments primarily come in the form of three types of loans: senior term loans, senior subordinated loans and junior subordinated debt. Equity investments primarily take the form of preferred or common equity (or warrants or options to acquire the foregoing), often in connection with buyouts and other recapitalizations. Co. is externally managed by Gladstone Management Corporation Administrative services are provided by Gladstone Administration, LLC.

Preferred: GAINP


Open the GAIN Information Page »
Name:  Gladstone Investment Corp
Website:  www.gladstoneinvestment.com
Sector:  Asset Management
Number of ETFs Holding GAIN:  2 (see which ones)
Total Market Value Held by ETFs:  $529,975
Total Market Capitalization:  $187,000,000
% of Market Cap. Held by ETFs:  0.28%

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