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Gladstone Capital Corp | 7.125% Series 2016 Preferred Stock (GLADP)

Prospectus exerpt:  1,400,000 shares of 7.125% Series 2016 Term Preferred Stock (1,610,000 shares if the underwriters exercise their over-allotment option in full).

Liquidation Preference: $25 per share, plus accrued but unpaid dividends, if any. In the event of any liquidation, dissolution or winding up of our affairs, holders of the Series 2016 Term Preferred Shares will be entitled to receive a liquidation distribution per share equal to $25 per share plus an amount equal to all accrued 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 2016 Term Preferred Stock — Liquidation Rights.”

Dividends: The Series 2016 Term Preferred Shares 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 the Fixed Dividend Rate. Cumulative cash dividends or distributions on each Series 2016 Term Preferred Share 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 2016 Term Preferred Shares 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 December 31, 2011.

Ranking: The Series 2016 Term Preferred Shares are senior securities that constitute capital stock of the Company. The Series 2016 Term Preferred Shares rank: 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 are refer to in this prospectus supplement, collectively with the Series 2016 Term Preferred Shares, as the Preferred Stock, as well as any other series of Term Preferred Shares (as such term is defined in the Articles Supplementary, the Term 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.

The company may issue additional shares of Preferred Stock, but they may not issue additional classes of capital stock that rank senior or junior to the Series 2016 Term Preferred Shares (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. They 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 2016 Term Preferred Shares multiplied by $25 per share, is not greater than 200%.

Term Redemption: The company is required to redeem all outstanding Series 2016 Term Preferred Shares on December 31, 2016 at a redemption price equal to the Liquidation Preference 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. They cannot effect any amendment, alteration or repeal of our obligation to redeem all of the Series 2016 Term Preferred Shares on December 31, 2016 without the prior unanimous vote or consent of holders of the Series 2016 Term Preferred Shares. See “Description of the Series 2016 Term Preferred Stock — Redemption” and “— Voting Rights.”

Mandatory Redemption for Asset Coverage: If they fail to maintain an Asset Coverage ratio (as defined below) of at least 200% as of the close of business on any 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 they 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. Also, at our sole discretion, we may redeem such number of shares of Preferred Stock (including shares of Preferred Stock required to be redeemed) that will result in our having an Asset Coverage ratio of up to and including 285%. The Preferred Stock to be redeemed may include, at our sole option, any number or proportion of the Series 2016 Term Preferred Shares and other series of Preferred Stock. If the Series 2016 Term Preferred Shares are to be redeemed in such an event, they will be redeemed at a redemption price equal to their liquidation preference per share plus accumulated but unpaid dividends, if any, on such liquidation preference (whether or not declared, but excluding, interest on accrued but unpaid dividends, if any) to, but excluding, the date fixed for such redemption.

Optional Redemption: At any time on or after December 31, 2012, at our sole option, they may redeem the Series 2016 Term Preferred Shares in whole or from time to time, in part, out of funds legally available for such redemption, at a price per share equal to the sum of the Liquidation Preference plus (1) an initial premium of 1.00% of the Liquidation Preference (with such premium declining by 0.5% on the first and second anniversaries such that, by December 31, 2014, there will be no premium payable on any such redemption) and (2) 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 2016 Term Preferred Stock — Redemption — Optional Redemption.” See “Description of the Series 2016 Term Preferred Stock — Redemption.”

Voting Rights:Except as otherwise provided in our Articles of Amendment and Restatement to the Articles of Incorporation or as otherwise required by law, (1) each holder of Preferred Stock (including the Series 2016 Term Preferred Shares) 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 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 2016 Term Preferred Stock — Voting Rights.”

Full Prospectus PDF », GLAD Page »

Series:A
Redeemable?:Yes
Call Date:12/31/2012 (Now Trading Post Call Date)
Maturity Date:12/31/2016
Cumulative?:Yes
Shares Offered:1400000
Overallotment:210000
Liquidation Preference:$25
Original Coupon:7.125%
Pay Period:Monthly
Gladstone Capital operates as a closed-end, non-diversified management investment company. Co. invests in several categories of debt and equity securities, with each investment generally ranging from $5.0 million to $25.0 million. Co. invests in senior debt, senior subordinated debt, junior subordinated debt, and preferred and common equity or equivalents. In general, Co.'s investments in debt securities have a term of no more than seven years, accrue interest at variable rates (generally based on the one-month London Interbank Offered Rate) and, to a lesser extent, at fixed rates. As of Sep 30 2014, Co. had total assets of $295.1 million.

Preferred: GLADP


Open the GLAD Information Page »
Name:  Gladstone Capital Corp
Website:  www.gladstonecapital.com
Sector:  Investment Companies & Venture Capital
Number of ETFs Holding GLAD:  2 (see which ones)
Total Market Value Held by ETFs:  $552,810
Total Market Capitalization:  $194,000,000
% of Market Cap. Held by ETFs:  0.28%

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