Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Capital Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 Total 1,800,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds to the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.
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Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. Exhibit 1.1 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Adviser and the Underwriters. Very truly yours, Gladstone Great Elm Capital Corporation Corp. By: /s/ Xxxxx Xxxxxxxxx X. Xxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxx Title: Chief Executive Officer Gladstone AdministrationGreat Elm Capital Management, LLC Inc. By: /s/ Xxxxxxx Xxxxx X. XxXxxxx Xxxx Name: Xxxxxxx Xxxxx X. XxXxxxx Xxxx Title: President Chief Investment Officer The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and as Representative of the Underwriters named in Exhibit A hereto 00000000.0.XXXXXXXX EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 $10,640,625 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets Inc.. 9,221,875 Xxxxxxxxxxx & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Inc 4,965,625 Xxxxxxx Xxxxx & Company 180,000 Total 1,800,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds to the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately L.L.C. 3,546,875 Total $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.28,375,000
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Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Capital Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxx LLC & Associates, Inc. By: /s/ Xxxx Xxxxx Xxxxxx Name: Xxxx Xxxxx Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 Associates, Inc. $ 100,000,000 Total 1,800,000 $ 100,000,000 Exhibit A EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds to [See attached] Exhibit B GLADSTONE CAPITAL CORPORATION $100,000,000 5.125% Notes due 2026 PRICING TERM SHEET December 8, 2020 The following sets forth the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale final terms of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 5.125% Notes due 2026 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement dated December 8, 2020, together with the accompanying prospectus dated February 5, 2019, relating to these securities (the “UnderwritersPreliminary Prospectus”), proposes and supersedes the information in the Preliminary Prospectus to enter into an Underwriting Agreement (the “Underwriting Agreement”) extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. Issuer Gladstone Capital Corporation (the “Company”) Security 5.125% Notes due 2026 Ratings* A- (Xxxx-Xxxxx) Aggregate Principal Amount Offered $100,000,000 Maturity January 31, 2026 Trade Date December 8, 2020 Settlement Date** December 15, 2020 (T+5) Use of Proceeds To redeem all or a portion of the Company’s outstanding 6.125% Notes due 2023, repay a portion of the amount outstanding under the Company’s credit facility, to fund new investment opportunities, and for other general corporate purposes Price to Public (Issue Price) 100% of the aggregate principal amount Coupon (Interest Rate) 5.125% Yield to Maturity 5.125% Spread to Benchmark Treasury +474 basis points Benchmark Treasury 0.375% due November 30, 2025 Benchmark Treasury Price and Yield 99-31 / 0.381% Interest Payment Dates January 31 and July 31, beginning July 31, 2021 Change of Control If a Change of Control Repurchase Event occurs prior to maturity, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Optional Redemption The Company may redeem some or all of the Notes at any time, or from time to time, at a redemption price (as determined by the Company) equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date: • 100% of the principal amount of the Notes to be redeemed, or • the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points; provided, however, that if the Company redeems any Notes on or after October 31, 2025 (the date falling three months prior to the maturity date of the Notes), providing the redemption price for the public offering Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption; provided, further, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000. Denomination $2,000 and integral multiples of $1,000 in excess thereof CUSIP 376535 XX0 XXXX XX000000XX00 Underwriting Discount 2.000% Book-Running Manager Xxxxxxx Xxxxx & Associates, Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the second business day before delivery thereof will be required, by virtue of the Underwritersfact that the Notes initially will settle T+5, including to specify an alternate settlement cycle at the Representativetime of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors. Investors are advised to carefully consider the investment objective, risks, charges and expenses of preferred stockthe Company before investing. The Preliminary Prospectus, par value $0.001 per share which has been filed with the U.S. Securities and Exchange Commission (the “SecuritiesSEC”), contains this and other information about the Company and should be read carefully before investing. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of the Company (and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted. A shelf registration statement relating to these securities is on file with the “Public Offering”)SEC and effective. Capitalized terms Before you invest, you should read the prospectus in that are used but not defined herein have registration statement, the respective meanings ascribed to them Preliminary Prospectus and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, the underwriter or any dealer participating in the Underwriting Agreementoffering will arrange to send you the Preliminary Prospectus if you request it from Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, email: xxxxxxxxxx@xxxxxxxxxxxx.xxx, tel: 000-000-0000.
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Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Capital Corporation ROYAL CARIBBEAN CRUISES LTD. By: /s/ Xxxxx X. Liberty Name: Xxxxx X. Liberty Title: Chief Financial Officer Accepted as of the date first written above XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director BOFA SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President 36 XXXXXXX SACHS & CO. LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Executive Director BBVA SECURITIES INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: MD BNP PARIBAS SECURITIES CORP. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director BTIG, LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director COMMERZ MARKETS LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director DNB MARKETS, INC. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director FIFTH THIRD SECURITIES, INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Xxxxx Title: Director, ECM HSBC SECURITIES (USA) INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director MIZUHO SECURITIES USA LLC By: /s/ Xxxxxxx F. X. Xxxxx Name: Xxxxxxx F. X. Xxxxx Title: Managing Director 38 MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director PNC CAPITAL MARKETS LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director X. XXXXXXX & CO., LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director SANTANDER INVESTMENT SECURITIES INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Executive Director SCOTIA CAPITAL (USA) INC. By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director XXXXXXXXXXXXX XXXXXXXXX XXXXXX XX (PUBL) By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: SVP / COO SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Xxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxx Title: Managing Director SG AMERICAS SECURITIES, LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman Director 40 SCHEDULE I Managers and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Managers’ Notice Information Xxxxxx Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital MarketsLLC 0000 Xxxxxxxx, Xxx Xxxx, XX 00000 Attn: Equity Syndicate Desk, with a division of BB&T copy to the Legal Department BofA Securities, LLC 180,000 J.J.B. XxxxxxxxInc. Xxx Xxxxxx Xxxx Xxx Xxxx, X.X. XxxxxXX 00000 Attn: Syndicate Department Facsimile: (000) 000-0000) with copy to ECM Legal, LLC 207,000 Wedbush Securities (facsimile: (000) 000-0000) Citigroup Global Markets Inc. 180,000 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, xxx Xxxx 00000 Attn: General Counsel Facsimile: (000) 000-0000 Xxxxxxx Xxxxx & Company 180,000 Total 1,800,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds to the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx Co. LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 000 Xxxx Xxxxxx XxxxxxxxxxxxXxx Xxxx, XX 00000 Ladies and GentlemenAttention Registration Department (Phone: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”000) of the several underwriters (the “Underwriters”000-0000), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.Attn: Registration Department
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Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Company and the UnderwritersAgents. Very truly yours, Gladstone Capital Xxxxxxx Energy Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Xxxx Name: Xxxxxxx X. XxXxxxx Xxxx Title: Senior Vice President – Chief Financial Officer The foregoing Placement Agency Agreement is hereby confirmed and accepted as of the date first-written abovefirst above written. Xxxxxx Xxxxxxxxxx Xxxxx RBC Capital Markets, LLC On behalf of itself and the several Agents By: /s/ Xxxx Xxxxxx Xxxxx Xxxxx Name: Xxxx Xxxxxx Xxxxx Xxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Schedule I Agent Placement Fee Percentage RBC Capital Markets, a division LLC 80 % Xxxxxxx Rice & Company L.L.C. 10 % Capital One Southcoast, Inc. 5 % Macquarie Capital (USA) Inc. 5 % Schedule II A.R. Xxxxxxx, Jr. Xxxxxxx X. Xxxxxxx, III Xxxxxx X. XxXxxxxxx Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx Xxxxxxx X. Xxxxxx Xxxx Xxxxxx Xxxx X. Xxxxxxx Exhibit A-1 Form of BB&T SecuritiesSigned Investor Purchase Agreement Xxxxxxx X-0 Form of Additional Investor Purchase Agreement Exhibit B Form of Lock-Up Agreement , 2013 RBC Capital Markets, LLC 180,000 J.J.B. XxxxxxxxThree World Financial Center 000 Xxxxx Xxxxxx New York, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 Total 1,800,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds to the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 New York 10281 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) is an owner of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, record or beneficially of preferred certain shares of common stock, par value $0.001 0.01 per share share, of the Company (“Common Stock”) or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a private placement (the “Private Placement”) of Cumulative Perpetual Convertible Preferred Stock, Series B (the “Securities”), for which you will act as placement agent pursuant to a placement agency agreement (“Placement Agency Agreement”). The undersigned recognizes that the Private Placement will be of benefit to the undersigned and will benefit the Company. In consideration of the Company foregoing, the undersigned hereby agrees that, without the prior written consent of RBC Capital Markets, LLC, it will not, during the period commencing on the date hereof and ending 60 days after the date of the final private placement memorandum relating to the Private Placement (the “Public OfferingFinal Memorandum”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, including the Securities or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. Capitalized terms The foregoing sentence shall not apply to (a) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (b) distributions of shares of Common Stock or any security convertible into Common Stock to members, limited partners or stockholders of the undersigned, (c) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned (provided that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.case of any transfer, distribution or disposition pursuant to clause (a), (b) or (c), (i) each donee, distributee or trust shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock (without the reporting of a corresponding increase), shall be voluntarily made (for the avoidance of doubt, meaning other than as required by law) during the restricted period referred to in the foregoing sentence), (d) the pledge of any shares of Common Stock or other securities to secure loans to such persons or entities in connection with any financing transaction to which such persons or entities are parties (provided that such shares of Common Stock or other securities may not be sold or disposed of in connection with the exercise by the lender of any remedies as a secured party until the expiration of the 60-day restricted period), (e) in connection with the vesting of any shares of Common Stock or other securities issued under restricted stock awards or the exercise of options (provided that any such securities received upon exercise shall be subject to the provisions of this letter for the remainder of the 60-day restricted period)[,] [or] (f) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 60-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company [or (g) one or more sales of up to 250,000 shares of Common Stock beneficially owned by the undersigned but in no event may more than a total of 250,000 shares be sold or otherwise transferred or disposed of pursuant to this clause (g) or the corresponding provision of [ ]’s lockup agreement with RBC Capital Markets, LLC, dated on or about the date hereof](1). For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned. In addition, the undersigned agrees that, without the prior written consent of RBC Capital Markets, it will not, during the period commencing on the date hereof and ending 60 days after the date of the Final Memorandum, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, including the Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the
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Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your the Underwriter’s understanding of our agreement, please kindly sign and return to us the enclosed duplicate Company one of the counterparts hereof, whereupon this letter and your acceptance shall represent it will become a binding agreement among the CompanySelling Stockholders, the Adviser, the Administrator Company and the UnderwritersUnderwriter in accordance with its terms. Very truly yours, Gladstone Capital Corporation By: ABRY BROADCAST PARTNERS II, L.P. By /s/ Xxxxx Xxxxxxxxx Xxx Xxxxxxxx Name: Xxxxx Xxxxxxxxx Xxx Xxxxxxxx Title: Chairman Authorized Signatory ABRY BROADCAST PARTNERS III, L.P. By /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Authorized Signatory NEXSTAR BROADCASTING GROUP, INC. By /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Executive Financial Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first-written abovefirst above written. Xxxxxx Xxxxxxxxxx Xxxxx LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxx Xxxxxx X. Xxxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxxx Title: Managing Director For itself and as Representative SCHEDULE I PART A Selling Stockholder Number of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name Firm Securities to be Sold Number of Optional Securities to be Sold ABRY Broadcast Partners II, L.P. 1,298,419 194,763 ABRY Broadcast Partners III, L.P. 1,701,581 255,237 Total 3,000,000 450,000 PART B Underwriter Number of Initial Firm Securities to be Purchased Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxxxxx & Xxxxx LLC 486,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 Incorporated 3,000,000 Total 1,800,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds to the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.3,000,000
Appears in 1 contract
Samples: Underwriting Agreement (Nexstar Broadcasting Group Inc)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Capital Investment Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, Administration LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC LLC: By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director Vice President For itself and as Representative of the Underwriters named in Exhibit A hereto [Signature Page to GAIN-Janney Underwriting Agreement] EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 Ladenburg Xxxxxxxx 648,000 Sterne, Agee & Co. Xxxxx, Inc. 360,000 FBR Capital Markets & Co. 207,000 244,800 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 72,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities 201,600 Xxxxxxxxxx Securities, Inc. 180,000 Xxxxxxx Xxxxx 201,600 Ladenburg Xxxxxxxx & Company 180,000 Co. Inc. 72,000 Total 1,800,000 1,440,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 1,440,000 Number of Option Securities: 270,000 216,000 Per Share Public offering price $ 25.00 25.000 Sales load (underwriting discounts and commissions) $ 0.7875 0.875 Proceeds to the Company, before expenses $ 24.2125 24.125 Dividend Yield: 6.00 6.75 % Trade Pricing Date: September 20November 5, 2017 2014 Closing Date (T+5): September 27November 13, 2017 2014 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date: September 30Date December 31, 2024 2021 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 34.5 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, $0.001 par value $0.001 per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Gladstone Investment Corporation\de)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Capital Investment Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC LLC: By: /s/ Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 1,254,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 495,000 Ladenburg Xxxxxxxx & Co. Inc. 594,000 Xxxxxxxxxx Securities, Inc. 495,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 165,000 Maxim Group LLC 297,000 Total 1,800,000 3,300,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 3,300,000 Number of Option Securities: 270,000 495,000 Per Share Public offering price $ 25.00 7.40 Sales load (underwriting discounts and commissions) $ 0.7875 0.37 Proceeds to the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade 7.03 Pricing Date: September 20March 10, 2017 2015 Closing Date (T+5T+3): September 27March 13, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 2015 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 23.0 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred common stock, par value $0.001 per 0.001per share (the “SecuritiesCommon Stock”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Gladstone Investment Corporation\de)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Capital Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxxx & Co. By: /s/ Xxxx Xxxxxx Xxxxxxxx Xxxxxxxx Name: Xxxx Xxxxxx Xxxxxxxx Xxxxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxx Xxxxxxx & Co. $ 13,021,750 Xxxxxxxxxxx & Co. Inc. $ 10,326,100 X. Xxxxx Securities, Inc. $ 14,130,425 Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 $ 3,434,775 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 $ 9,086,950 Total 1,800,000 $ 50,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts [See attached] Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated August 10, 2023 Relating to Preliminary Prospectus Supplement dated August 10, 2023 and commissions) $ 0.7875 Proceeds to Prospectus dated December 22, 2021 Registration No. 333-261398 Pricing Terms GLADSTONE CAPITAL CORPORATION $50,000,000 7.75% Notes Due 2028 Pricing Term Sheet August 10, 2023 The following sets forth the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale final terms of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 7.75% Notes due 2028 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement, dated August 10, 2023, together with the accompanying prospectus dated, December 22, 2021, relating to these securities (together, the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting AgreementPreliminary Prospectus”) and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. Issuer: Gladstone Capital Corporation Corporation, a Maryland corporation (the “Company”)) Title of the Securities: 7.75% Notes due 2028 Rating:* [Intentionally Omitted] Initial Aggregate Principal Amount Being Offered: $50,000,000 Over-Allotment Option: Up to $7,500,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.
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Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Adviser and the Underwriters. Very truly yours, Gladstone Great Elm Capital Corporation Corp. By: /s/ Xxxxx Xxxxxxxxx X. Xxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxx Title: Chief Executive Officer Gladstone AdministrationGreat Elm Capital Management, LLC Inc. By: /s/ Xxxxxxx Xxxx X. XxXxxxx Xxxxxxxx Name: Xxxxxxx Xxxx X. XxXxxxx Xxxxxxxx Title: President Chief Operating Officer, Chief Compliance Officer and General Counsel The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC Ladenburg Xxxxxxxx & Co. Inc. By: /s/ Xxxx Xxxxxx Xxxxxx Name: Xxxx Xxxxxx Xxxxxx Title: Director Head of Capital Markets For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, $ 22,500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, $ 11,000,000 Incapital LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 $ 6,500,000 Total 1,800,000 $ 40,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number Aggregate Principal Amount of Initial Securities: 1,800,000 Number $40,000,000 Aggregate Principal Amount of Option Securities: 270,000 Per Share $6,000,000 Public offering price $ 25.00 100.0% Sales load (underwriting discounts and commissions) $ 0.7875 3.125% Proceeds to the Company, before expenses $ 24.2125 Dividend Yield: 6.00 96.875% Trade Pricing Date: September 20June 11, 2017 2019 Closing Date (T+5): September 27June 18, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 2019 Interest Rate 6.50% No Call Period Closing Date through June 30, 2021 Stated Maturity June 30, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”6(f) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.– Officers’ Certificates
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Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectiona section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. [Signature Pages Follow.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate Company a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among the CompanyUnderwriter, the Adviser, the Administrator Company and the UnderwritersOperating Partnerships in accordance with its terms. Very truly yours, Gladstone Capital Corporation LEXINGTON REALTY TRUST By: /s/ Xxxxx Xxxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation Vice President LEPERCQ CORPORATE INCOME FUND L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Xxxxx Xxxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxxx Title: Chief Executive Officer Gladstone AdministrationVice President LEQERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust, LLC its General Partner By: /s/ Xxxxxxx Xxxxxx X. XxXxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxx X. XxXxxxx Xxxxxxxxx Title: Vice President The foregoing Agreement is hereby confirmed and accepted NET 3 ACQUISITION L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC Byfirst above written: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T SecuritiesXXXXX FARGO SECURITIES, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx By /s/ Xxxxx & Company 180,000 Total 1,800,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds to the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Authorized Signatory Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.Director Schedule I Issuer General Use Free Writing Prospectuses None Schedule II Oral Pricing Information
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Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectiona section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. [Signature Pages Follow.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate Company a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among the CompanyUnderwriter, the Adviser, the Administrator Company and the UnderwritersOperating Partnerships in accordance with its terms. Very truly yours, Gladstone Capital Corporation LEXINGTON REALTY TRUST By: /s/ Xxxxx Jxxxxx X. Xxxxxxxxx Name: Xxxxx Jxxxxx X. Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation Vice President LEPERCQ CORPORATE INCOME FUND L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Xxxxx Jxxxxx X. Xxxxxxxxx Name: Xxxxx Jxxxxx X. Xxxxxxxxx Title: Chief Executive Officer Gladstone AdministrationVice President LEQERCQ CORPORATE INCOME FUND II L.P. By: Lex GP-1 Trust, LLC its General Partner By: /s/ Xxxxxxx Jxxxxx X. XxXxxxx Xxxxxxxxx Name: Xxxxxxx Jxxxxx X. XxXxxxx Xxxxxxxxx Title: Vice President The foregoing Agreement is hereby confirmed and accepted NET 3 ACQUISITION L.P. By: Lex GP-1 Trust, its General Partner By: /s/ Jxxxxx X. Xxxxxxxxx Name: Jxxxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as of the date first-written abovefirst above written: BARCLAYS CAPITAL INC. Xxxxxx Xxxxxxxxxx Xxxxx LLC By: By /s/ Vxxxxxxx Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 Total 1,800,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds to the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company Authorized Signatory Schedule I Issuer General Use Free Writing Prospectuses None Schedule II Oral Pricing Information that will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative conveyed to Purchasers of the several underwriters named Common Shares in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of the Company (the “Public this Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.
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Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. Exhibit 1.1 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Adviser and the Underwriters. Very truly yours, Gladstone Great Elm Capital Corporation Corp. By: /s/ Xxxxx Xxxxxxxxx X. Xxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxx Title: Chief Executive Officer Gladstone AdministrationGreat Elm Capital Management, LLC Inc. By: /s/ Xxxxxxx Xxxxx X. XxXxxxx Xxxx Name: Xxxxxxx Xxxxx X. XxXxxxx Xxxx Title: President Chief Investment Officer The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 $10,640,625 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets Inc.. 9,221,875 Xxxxxxxxxxx & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Inc 4,965,625 Xxxxxxx Xxxxx & Company 180,000 Company, L.L.C. 3,546,875 Total 1,800,000 $28,375,000 EXHIBIT B PRICE-RELATED INFORMATION Number Aggregate Principal Amount of Initial Securities: 1,800,000 Number $28,375,000 Aggregate Principal Amount of Option Securities: 270,000 Per Share $4,256,250 Public offering price $ 25.00 100.000% Sales load (underwriting discounts and commissions) $ 0.7875 3.125% Proceeds to the Company, before expenses $ 24.2125 Dividend Yield: 6.00 96.875% Trade Pricing Date: September 2013, 2017 Closing Date (T+5T+3): September 2718, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: Interest Rate 6.50% No Call Period Closing Date through September 3018, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in 2019 Stated Maturity September 18, 2022 Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”6(f) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.– Officers’ Certificates
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Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Capital Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC LLC: By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 620,000 X.X. Xxxxxxxx & Co. 480,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T 320,000 Xxxxxxxxxx Securities, Inc. 340,000 Maxim Group LLC 180,000 100,000 National Securities Corporation 100,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 40,000 Total 1,800,000 2,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 2,000,000 Number of Option Securities: 270,000 300,000 Per Share Public offering price $ 25.00 7.9800 Sales load (underwriting discounts and commissions) $ 0.7875 0.3192 Proceeds to the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade 7.6608 Pricing Date: September 20October 26, 2017 2016 Closing Date (T+5T+3): September 27October 31, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 2016 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 15.1 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred common stock, par value $0.001 per share (the “SecuritiesCommon Stock”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.
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Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your the Underwriter’s understanding of our agreement, please kindly sign and return to us the enclosed duplicate Company one of the counterparts hereof, whereupon this letter and your acceptance shall represent it will become a binding agreement among the CompanySelling Stockholders, the Adviser, the Administrator Company and the UnderwritersUnderwriter in accordance with its terms. Very truly yours, Gladstone Capital Corporation By: ABRY BROADCAST PARTNERS II, L.P. By /s/ Xxxxx Xxxxxxxxx Xxx Xxxxxxxx Name: Xxxxx Xxxxxxxxx Xxx Xxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: Authorized Signatory ABRY BROADCAST PARTNERS III, L.P. By /s/ Xxxxx Xxxxxxxxx Xxx Xxxxxxxx Name: Xxxxx Xxxxxxxxx Xxx Xxxxxxxx Title: Chief Executive Officer Gladstone AdministrationAuthorized Signatory NEXSTAR BROADCASTING GROUP, LLC By: INC. By /s/ Xxxxxxx Xxxxxx X. XxXxxxx Xxxxxx Name: Xxxxxxx Xxxxxx X. XxXxxxx Xxxxxx Title: Executive Vice President & Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first-written abovefirst above written. Xxxxxx Xxxxxxxxxx Xxxxx LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxx Xxxxxx X. Xxxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxxx Title: Managing Director For itself and as Representative SCHEDULE I PART A Selling Stockholder Number of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Offered Securities to be Sold ABRY Broadcast Partners II, L.P. 1,514,822 ABRY Broadcast Partners III, L.P. 1,985,178 Total 3,500,000 PART B Underwriter Number of Initial Offered Securities to be Sold Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxxxxx & Xxxxx LLC 486,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 Incorporated 3,500,000 Total 1,800,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds to the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.3,500,000
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Samples: Underwriting Agreement (Nexstar Broadcasting Group Inc)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Company and the Underwriters. Very truly yours, Gladstone Capital PhenixFIN Corporation By: /s/ Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC XXXXXXXXXXX & CO. INC. By: /s/ Xxxx XX Xxxxxx Name: Xxxx XX Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxxxxxxxx & Co. Inc. $ 18,500,000 X. Xxxxx Securities, Inc. 12,500,000 BTIG, LLC 8,000,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 5,500,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 5,500,000 Total 1,800,000 $ 50,000,000 Exh. A-1 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds to [See Attached] Pricing Terms PHENIXFIN CORPORATION $50,000,000 5.25% Notes Due 2028 Pricing Term Sheet November 9, 2021 The following sets forth the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale final terms of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 5.25% Notes due 2028 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement, dated November 8, 2021, together with the accompanying prospectus dated October 19, 2021, relating to these securities (together, the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting AgreementPreliminary Prospectus”) and supersedes the information in the Preliminary Prospectus to the extent inconsistent with Gladstone Capital the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. Issuer: PhenixFIN Corporation (the “Company”)) Title of the Securities: 5.25% Notes due 2028 Rating:* BBB (Xxxx-Xxxxx) Initial Aggregate Principal Amount Being Offered: $50,000,000 Over-Allotment Option: Up to $7,500,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 (par) Principal Payable at Maturity: 100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.
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Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. lf the foregoing is in accordance with your understanding of our agreement, please sign and retum to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser and the Underwriters. Very truly yours, Great Elm Capital Corp. By: /s/ Mxxxxxx X. Sell Name: Mxxxxxx X. Sell Title: CFO and Treasurer Great Elm Capital Management, Inc. By: /s/ Pxxxx Xxxx Name: Pxxxx Xxxx Title: CIO The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Ladenburg Txxxxxxx & Co. Inc. By: Name: Title: For itself and as Representative of the Underwriters named in Exhibit A hereto If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Adviser and the Underwriters. Very truly yours, Gladstone Great Elm Capital Corporation Corp. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation Great Elm Capital Management, Inc. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC Ladenburg Txxxxxxx & Co. Inc. By: /s/ Xxxx Sxxxx Xxxxxx Name: Xxxx Sxxxx Xxxxxx Title: Director Head of Capital Markets For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Aggregate Principal Name of Underwriter Number Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 Ladenburg Xxxxxxxx Txxxxxxx & Co. Inc. 360,000 FBR Capital Markets $26,325,000 Jxxxxx Mxxxxxxxxx Xxxxx LLC 7,625,000 Oxxxxxxxxxx & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, Inc. 2,275,000 Incapital LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 5,400,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 1,375,000 Total 1,800,000 $43,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number Aggregate Principal Amount of Initial Securities: 1,800,000 Number $43,000,000 Aggregate Principal Amount of Option Securities: 270,000 Per Share $6,450,000 Public offering price $ 25.00 100.000% Sales load (underwriting discounts and commissions) $ 0.7875 3.125% Proceeds to the Company, before expenses $ 24.2125 Dividend Yield: 6.00 96.875% Trade Pricing Date: September 20January 11, 2017 2018 Closing Date (T+5): September 27January 19, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 302018 Interest Rate 6.75% No Call Period Closing Date through January 31, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in 2021 Stated Maturity January 31, 2025 Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”6(f) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.– Officers’ Certificates
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Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Capital Investment Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. BMO Capital Markets Corp. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director, Equity-Linked Capital Markets Xxxxxx Xxxxxxxxxx Xxxxx LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself themselves and as Representative Representatives of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities BMO Capital Markets Corp. 520,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 741,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets520,000 X. Xxxxx FBR, a division of BB&T Securities, LLC 180,000 Inc. 286,000 J.J.B. Xxxxxxxx, Xxxxxxxx X.X. Xxxxx, LLC 207,000 130,000 Wedbush Securities Inc. 180,000 130,000 Xxxxxxx Xxxxx & Company 180,000 Company, L.L.C. 156,000 National Securities Corporation 65,000 Boenning and Scattergood, Inc. 52,000 Total 1,800,000 2,600,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 2,600,000 Number of Option Securities: 270,000 390,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 0.78125 Proceeds to the Company, before expenses $ 24.2125 24.21875 Dividend Yield: 6.00 6.375 % Trade Pricing Date: September 20August 14, 2017 2018 Closing Date (T+5): September 27August 22, 2017 2018 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date: September 30August 31, 2024 2025 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 62.7 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT BMO Capital Markets Corp. Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative representatives of the several underwriters named in Exhibit A of the Underwriting Agreement c/o BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Janney Xxxxxxxxxx Xxxxx LLC 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that BMO Capital Markets Corp. and Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative representatives (the “RepresentativeRepresentatives”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the RepresentativeRepresentatives, of preferred stock, par value $0.001 per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Gladstone Investment Corporation\de)
Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Capital Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-first written above. Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxx LLC & Associates, Inc. By: /s/ Xxxx Xxxxx Xxxxxx Name: Xxxx Xxxxx Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 Associates, Inc. $ 50,000,000 Total 1,800,000 $ 50,000,000 Exhibit A EXHIBIT B PRICE-RELATED INFORMATION Number [See attached] Exhibit B GLADSTONE CAPITAL CORPORATION $50,000,000 5.125% Notes due 2026 PRICING TERM SHEET March 5, 2021 The following sets forth the final terms of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds the 5.125% Notes due 2026 being offered pursuant to the Companypreliminary prospectus supplement dated March 5, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 202021, 2017 Closing Date (T+5): September 27together with the accompanying prospectus dated February 5, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 302019, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative relating to these securities (the “RepresentativePreliminary Prospectus”) ), should only be read together with the Preliminary Prospectus, and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. On December 15, 2020, the Company issued $100,000,000 in aggregate principal amount of the several underwriters its 5.125% Notes due 2026 (the “UnderwritersExisting Notes”)) pursuant to an indenture dated November 6, proposes to enter into an Underwriting Agreement 2018 (the “Underwriting AgreementBase Indenture”) as supplemented by the third supplemental indenture dated December 15, 2020 (the “Third Supplemental Indenture” and, together with the Base Indenture, the “indenture”) between the Company and U.S. Bank National Association, as trustee. The securities hereby offered (the “New Notes”) are being issued as “Additional Notes” under the indenture. The Existing Notes and the New Notes are collectively referred to in this Pricing Term Sheet as the “Notes.” Issuer Gladstone Capital Corporation (the “Company”) Security 5.125% Notes due 2026 Expected Rating* A- (Xxxx-Xxxxx) Aggregate Principal Amount Offered $50,000,000 in aggregate principal amount of New Notes. The New Notes will be part of the same series of notes as the $100,000,000 aggregate principal amount of the Existing Notes. Upon settlement, the New Notes will be fungible, rank equally, and be treated as a single series with the Existing Notes, and the outstanding aggregate principal amount of the 5.125% Notes due 2026 will be $150,000,000. Maturity January 31, 2026 Trade Date March 5, 2021 Settlement Date** March 10, 2021 (T+3) Use of Proceeds To repay a portion of the amount outstanding under the Company’s credit facility, to fund new investment opportunities, and for other general corporate purposes Price to Public (Issue Price) 103.639% of the aggregate principal amount, plus Aggregate Accrued Interest (as defined below) Aggregate Accrued Interest $612,152.78 of accrued and unpaid interest from December 15, 2020 up to, but not including, the date of delivery of the New Notes Coupon (Interest Rate) 5.125% Yield to Maturity 4.288% Spread to Benchmark Treasury +349 basis points Benchmark Treasury 0.50% due February 28, 2026 Benchmark Treasury Price and Yield 98-17+ / 0.798% Interest Payment Dates January 31 and July 31, beginning July 31, 2021 Change of Control If a Change of Control Repurchase Event occurs prior to maturity, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Optional Redemption The Company may redeem some or all of the Notes at any time, or from time to time, at a redemption price (as determined by the Company) equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date: • 100% of the principal amount of the Notes to be redeemed, or • the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points; provided, however, that if the Company redeems any Notes on or after October 31, 2025 (the date falling three months prior to the maturity date of the Notes), providing the redemption price for the public offering Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption; provided, further, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000. Denomination $2,000 and integral multiples of $1,000 in excess thereof CUSIP 376535 XX0 XXXX XX000000XX00 Underwriting Discount 2.000% Book-Running Manager Xxxxxxx Xxxxx & Associates, Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the New Notes on any date prior to the second business day before delivery thereof will be required, by virtue of the Underwritersfact that the New Notes initially will settle T+3, including to specify an alternate settlement cycle at the Representativetime of any such trade to prevent a failed settlement. Purchasers of the New Notes who wish to trade the New Notes prior to their date of delivery hereunder should consult their own advisors. Investors are advised to carefully consider the investment objective, risks, charges and expenses of preferred stockthe Company before investing. The Preliminary Prospectus, par value $0.001 per share which has been filed with the U.S. Securities and Exchange Commission (the “SecuritiesSEC”), contains this and other information about the Company and should be read carefully before investing. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of the Company (and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted. A shelf registration statement relating to these securities is on file with the “Public Offering”)SEC and effective. Capitalized terms Before you invest, you should read the prospectus in that are used but not defined herein have registration statement, the respective meanings ascribed to them Preliminary Prospectus and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, the underwriter or any dealer participating in the Underwriting Agreement.offering will arrange to send you the Preliminary Prospectus if you request it from Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, email: xxxxxxxxxx@xxxxxxxxxxxx.xxx, tel: 000-000-0000. SCHEDULE A
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Capital Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 $ 13,500,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets $ 9,618,750 X. Xxxxx FBR, Inc. $ 5,906,250 Xxxxxxx Xxxxx & Co. 207,000 BB&T Capital MarketsCompany, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 L.L.C. $ 2,868,750 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 $ 1,856,250 Total 1,800,000 $ 33,750,000 Exhibit A EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds to [See attached] Pricing Terms GLADSTONE CAPITAL CORPORATION $33,750,000 5.375% Notes Due 2024 Pricing Term Sheet October 7, 2019 The following sets forth the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale final terms of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 5.375% Notes due 2024 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement dated October 7, 2019, together with the accompanying prospectus dated February 5, 2019, relating to these securities (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting AgreementPreliminary Prospectus”) and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. Issuer: Gladstone Capital Corporation (the “Company”)) Title of the Securities: 5.375% Notes due 2024 Initial Aggregate Principal Amount Being Offered: $33,750,000 Over-Allotment Option: $5,062,500 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the trustee, paying agent, and security registrar for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, subsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, subsection, paragraph or provision hereof. If any Section, subsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to us the enclosed duplicate four counterparts hereof, whereupon and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and your such acceptance hereof shall represent constitute a binding agreement among each of the CompanyUnderwriters, the AdviserCompany and the Bank. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the Administrator and form of which shall be submitted to the UnderwritersCompany for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Gladstone Capital Corporation FIRST FOUNDATION INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation CEO FIRST FOUNDATION BANK By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted CEO Accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC Byhereof: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and SANDLER X’XXXXX & PARTNERS, L.P., as Representative of the several Underwriters named in Exhibit A hereto EXHIBIT A By: Sandler X’Xxxxx & Partners Corp., the sole general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: An officer of the corporation SCHEDULE I THE UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 Ladenburg Firm Shares Optional Shares Sandler X’Xxxxx & Partners, L.P. 2,077,922 311,688 X.X. Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 2,077,922 311,688 Xxxxxxx Xxxxx & Company 180,000 Total 1,800,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds to the CompanyAssociates, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20Inc. 2,077,922 311,688 SCHEDULE II ISSUER REPRESENTED GENERAL USE FREE WRITING PROSPECTUS None. OTHER DOCUMENTS WITH RESPECT TO THE REGISTRATION STATEMENT HERETOFORE FILED WITH THE COMMISSION Preliminary Prospectus Supplement, 2017 Closing Date (T+5): September 27filed on August 3, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million2015. EXHIBIT C FORM OF LOCK-SCHEDULE III SHAREHOLDERS THAT HAVE EXECUTED LOCK UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.AGREEMENTS
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Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among amongst the Company, the Adviser, the Administrator Guarantor Subsidiary and the Underwriters. Very truly yours, Gladstone Capital Corporation PennyMac Mortgage Investment Trust By: /s/ Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxx Title: Chairman Senior Managing Director and Chief Executive Financial Officer Gladstone Management Corporation PennyMac Corp. By: /s/ Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxx Title: Senior Managing Director and Chief Executive Financial Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxxx & Co. By: /s/ Xxxx Xxxxxx Xxxxx Xxxxx Name: Xxxx Xxxxxx Xxxxx Xxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Amount of Initial Securities Xxxxx Xxxxxxx & Co. $ 33,348,775 Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 $ 5,445,375 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 $ 6,265,650 Xxxxxxx Xxxxx & Company 180,000 Company, L.L.C. $ 2,780,600 A.G.P. / Alliance Global Partners $ 2,159,600 Total 1,800,000 $ 50,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds to the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.ISSUER GENERAL USE FREE WRITING PROSPECTUS
Appears in 1 contract
Samples: Management Agreement (PennyMac Mortgage Investment Trust)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Capital Investment Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxxxxxxx & Co. Inc. By: /s/ Xxxx Xxxxxx Xxxxx Xxxxx Name: Xxxx Xxxxxx Xxxxx Xxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxxxxxxxx & Co. Inc. $ 17,444,300 X. Xxxxx LLC 486,000 Securities, Inc. $ 11,671,750 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets $ 9,100,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 5,044,575 Xxxxx Xxxxxxx & Co. 207,000 BB&T Capital Markets, a division of BB&T $ 13,911,125 Wedbush Securities Inc. $ 1,978,250 Gladstone Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 $ 5,850,000 Total 1,800,000 $ 65,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated May 23, 2023 Relating to Preliminary Prospectus Supplement dated May 23, 2023 and commissions) $ 0.7875 Proceeds to Prospectus dated October 15, 2021 Registration No. 333-259302 Pricing Terms GLADSTONE INVESTMENT CORPORATION $65,000,000 8.00% Notes Due 2028 Pricing Term Sheet May 23, 2023 The following sets forth the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale final terms of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 8.00% Notes due 2028 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement, dated May 23, 2023, together with the accompanying prospectus dated, October 15, 2021, relating to these securities (together, the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting AgreementPreliminary Prospectus”) and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. Issuer: Gladstone Capital Investment Corporation (the “Company”)) Title of the Securities: 8.00% Notes due 2028 Rating:* BBB (Xxxx-Xxxxx) Initial Aggregate Principal Amount Being Offered: $65,000,000 Over-Allotment Option: Up to $9,750,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.
Appears in 1 contract
Samples: Underwriting Agreement (Gladstone Investment Corporation\de)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC: By: Name: Title: For itself and as Representative of the Underwriters named in Exhibit A hereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Capital Investment Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, Administration LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and as Representative of the Underwriters named in Exhibit A hereto hereto. EXECUTION VERSION EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 630,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities 252,000 Xxxxxxxxxx Securities, Inc. 180,000 252,000 Xxxxxxx Xxxxx & Company 180,000 Company, L.L.C. 70,000 Ladenburg Xxxxxxxx & Co. Inc. 126,000 Maxim Group LLC 70,000 Total 1,800,000 1,400,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 1,400,000 Number of Option Securities: 270,000 210,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 0.875 Proceeds to the Company, before expenses $ 24.2125 24.125 Dividend Yield: 6.00 6.50 % Trade Pricing Date: September 20May 6, 2017 2015 Closing Date (T+5T+4): September 27May 12, 2017 2015 Liquidation Preference: $ 25.00 per share plus accumulated and unpaid dividends Mandatory Redemption Date: September 30Date May 31, 2024 2022 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 33.5 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per 0.001per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Gladstone Investment Corporation\de)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Capital Investment Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 525,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets 420,000 Xxxxxxxxxx Securities, Inc. 315,000 Xxxxxxx Xxxxx & Co. 207,000 Company, L.L.C. 210,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 210,000 Nomura Securities International, Inc. 168,000 Maxim Group LLC 126,000 Wedbush Securities Inc. 63,000 National Securities Corporation 42,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 21,000 Total 1,800,000 2,100,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 2,100,000 Number of Option Securities: 270,000 315,000 Per Share Public offering price $ 25.00 9.38 Sales load (underwriting discounts and commissions) $ 0.7875 0.3752 Proceeds to the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade 9.0048 Pricing Date: September 20May 9, 2017 Closing Date (T+5T+3): September 27May 12, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 18.6 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Investment Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred common stock, par value $0.001 per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Gladstone Investment Corporation\de)
Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Adviser and the Underwriters. Very truly yours, Gladstone Capital Corporation Saratoga Investment Corp. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation CFO Saratoga Investment Advisors, LLC By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President CFO The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxx LLC & Associates, Inc. By: /s/ Xxxx Xxxxx Xxxxxx Name: Xxxx Xxxxx Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name Underwriter Aggregate Principal Amount of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxx & Associates, Inc. $ 64,687,500 Compass Point Research & Trading, LLC 486,000 $ 2,062,500 Xxxxx Group, LLC $ 2,062,500 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets $ 2,062,500 Maxim Group LLC $ 2,062,500 Xxxxxxxxxxx & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 $ 2,062,500 Total 1,800,000 $ 75,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated January 13, 2022 Relating to Preliminary Prospectus Supplement dated January 13, 2022 and commissions) $ 0.7875 Proceeds to Prospectus dated July 7, 2021 Registration No. 333-256366 SARATOGA INVESTMENT CORP. $75,000,000 4.35% Notes due 2027 PRICING TERM SHEET January 13, 2022 The following sets forth the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale final terms of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 4.35% Notes due 2027 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement dated January 13, 2022, together with the accompanying prospectus dated July 7, 2021, relating to these securities (the “UnderwritersPreliminary Prospectus”), proposes and supersedes the information in the Preliminary Prospectus to enter into an Underwriting Agreement (the “Underwriting Agreement”) extent inconsistent with Gladstone Capital Corporation the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. Issuer Saratoga Investment Corp. (the “Company”) Security 4.35% Notes due 2027 Expected Rating* BBB+ (Xxxx-Xxxxx) Aggregate Principal Amount Offered $75,000,000 Maturity February 28, 2027 Trade Date January 13, 2022 Settlement Date** January 19, 2022 (T+3) Use of Proceeds Make investments in middle-market companies (including investments made through SBIC subsidiaries) in accordance with the Company’s investment objective and strategies and for general corporate purposes. Price to Public (Issue Price) 99.317% of the aggregate principal amount Coupon (Interest Rate) 4.35% Yield to Maturity 4.50% Spread to Benchmark Treasury 301 basis points Benchmark Treasury 1.25% due December 31, 2026 Benchmark Treasury Price and Yield 98-28/1.49% Interest Payment Dates February 28 and August 28, beginning August 28, 2022 Offer to Purchase upon a Change of Control Repurchase Event If a Change of Control Repurchase Event occurs prior to maturity, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Optional Redemption The Company may redeem some or all of the Notes at any time, or from time to time, at a redemption price (as determined by the Company) equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date: ● 100% of the principal amount of the Notes to be redeemed, or ● the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points; provided, however, that if the Company redeems any Notes on or after November 28, 2026 (the date falling three months prior to the maturity date of the Notes), providing the redemption price for the public offering Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption; provided, further, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000. Denomination $2,000 and integral multiples of $1,000 in excess thereof CUSIP 803 49AAF6 ISIN US80349AAF66 Underwriting Discount 2.000% Book-Running Manager Xxxxxxx Xxxxx & Associates, Inc. Co-Managers Compass Point Research & Trading, LLC Xxxxx Group, LLC Ladenburg Xxxxxxxx & Co. Inc. Maxim Group LLC Xxxxxxxxxxx & Co. Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the second business day before delivery thereof will be required, by virtue of the Underwritersfact that the Notes initially will settle T+3, including to specify an alternate settlement cycle at the Representativetime of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors. Investors are advised to carefully consider the investment objectives, risks, charges and expenses of preferred stockthe Company before investing. The Preliminary Prospectus, par value $0.001 per share which has been filed with the U.S. Securities and Exchange Commission (the “SecuritiesSEC”), contains this and other information about the Company and should be read carefully before investing. The information in the Preliminary Prospectus and in this pricing term sheet is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of the Company (and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted. A shelf registration statement relating to these securities is on file with and has been declared effective by the “Public Offering”)SEC. Capitalized terms that are used but not defined herein have Before you invest, you should read the respective meanings ascribed to them Preliminary Prospectus, the accompanying prospectus, and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the Company, any underwriter or any dealer participating in the Underwriting Agreement.offering will arrange to send you the Preliminary Prospectus and the accompanying prospectus if you request it from Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, email: xxxxxxxxxx@xxxxxxxxxxxx.xxx, tel: 000-000-0000. SCHEDULE A
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate Company a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among between the Company, the Adviser, the Administrator Underwriters and the UnderwritersCompany in accordance with its terms. Very truly yours, Gladstone Capital Corporation AGRIUM INC. By: /s/ Xxxxx Xxxxxxxxx Xxxxxxx X. Xxxx Name: Xxxxx Xxxxxxxxx Xxxxxxx X. Xxxx Title: Chairman and Executive Vice President & Chief Executive Financial Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxxx Title: Chief Executive Officer Gladstone AdministrationVice President & Treasurer CONFIRMED AND ACCEPTED as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED RBC CAPITAL MARKETS, LLC SCOTIA CAPITAL (USA) INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director By: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxxxx Xxxxx X. XxXxxxx Xxxxxxxx Name: Xxxxxxx Xxxxx X. XxXxxxx Xxxxxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written aboveAuthorized Signatory By: SCOTIA CAPITAL (USA) INC. Xxxxxx Xxxxxxxxxx Xxxxx LLC By: /s/ Xxxx Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxx Xxxxxxxxx Title: Managing Director For itself themselves and as Representative Representatives of the several Underwriters named in Exhibit Schedule A hereto EXHIBIT hereto. SCHEDULE A UNDERWRITERS Name of Underwriter Number Principal Amount of Initial Securities 2023 Debentures to be Purchased Principal Amount of 2043 Debentures to be Purchased Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxxxxx & Xxxxx LLC 486,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Incorporated U.S.$ 100,000,000 U.S.$ 100,000,000 RBC Capital Markets, a division LLC 100,000,000 100,000,000 Scotia Capital (USA) Inc. 100,000,000 100,000,000 BMO Capital Markets Corp. 50,000,000 50,000,000 CIBC World Markets Corp. 50,000,000 50,000,000 AltaCorp Capital (U.S.A.) Inc. 17,000,000 17,000,000 BNP Paribas Securities Corp. 17,000,000 17,000,000 National Bank of BB&T Canada Financial Inc. 17,000,000 17,000,000 RBS Securities Inc. 17,000,000 17,000,000 TD Securities (USA) LLC 17,000,000 17,000,000 ANZ Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Inc. 7,500,000 7,500,000 Mizuho Securities USA Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 7,500,000 7,500,000 Total 1,800,000 EXHIBIT U.S.$ 500,000,000 U.S.$ 500,000,000 SCHEDULE B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds to the Company, before expenses $ 24.2125 Dividend Yield: 6.00 U.S.$500,000,000 3.500% Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.Debentures due 2023
Appears in 1 contract
Samples: Purchase Agreement (Agrium Inc)
Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Monroe Capital Corporation By: /s/ Xxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxx Title: Chairman President and Chief Executive Officer Gladstone Monroe Capital BDC Advisors, LLC By: Monroe Management Corporation Holdco, LLC, its sole member By: /s/ Xxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxx Title: Chief Executive Officer Gladstone AdministrationMonroe Capital Management Advisors, LLC By: Monroe Management Holdco, LLC, its managing member By: /s/ Xxxxxxx Xxxxxxxx X. XxXxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxx X. XxXxxxx Xxxxxx Title: President Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxx LLC & Associates, Inc. By: /s/ Xxxx Xxxxx Xxxxxx Name: Xxxx Xxxxx Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxxxx Xxxxx & Associates, Inc. $ 106,925,000 ING Financial Markets LLC 5,200,000 X. Xxxxx Securities, Inc. 3,575,000 Huntington Securities, Inc. 3,575,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 3,575,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets 3,575,000 Xxxxxxxxxxx & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 3,575,000 Total 1,800,000 $ 130,000,000 Exhibit A EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts [See attached] Exhibit B Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated January 15, 2021 Relating to Preliminary Prospectus Supplement dated January 15, 2021 and commissions) $ 0.7875 Proceeds to Prospectus dated June 24, 2020 Registration No. 333-237740 MONROE CAPITAL CORPORATION $130,000,000 4.75% Notes due 2026 PRICING TERM SHEET January 15, 2021 The following sets forth the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale final terms of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 4.75% Notes due 2026 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement dated January 15, 2021, together with the accompanying prospectus dated June 24, 2020, relating to these securities (the “UnderwritersPreliminary Prospectus”), proposes and supersedes the information in the Preliminary Prospectus to enter into an Underwriting Agreement (the “Underwriting Agreement”) extent inconsistent with Gladstone the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. Issuer Monroe Capital Corporation (the “Company”) Security 4.75% Notes due 2026 Expected Rating* BBB+ (Xxxx-Xxxxx) Aggregate Principal Amount Offered $130,000,000 Maturity February 15, 2026 Trade Date January 15, 2021 Settlement Date** January 25, 2021 (T+5) Use of Proceeds To redeem all of the Company’s outstanding 5.75% Notes due 2023 and repay a portion of the amount outstanding under the Company’s credit facility Price to Public (Issue Price) 99.442% of the aggregate principal amount Coupon (Interest Rate) 4.75% Yield to Maturity 4.875% Spread to Benchmark Treasury +442 basis points Benchmark Treasury 0.375% due December 31, 2025 Benchmark Treasury Price and Yield 99-19¾ / 0.453% Interest Payment Dates February 15 and August 15, beginning August 15, 2021 Offer to Purchase upon a Change of Control Repurchase Event If a Change of Control Repurchase Event occurs prior to maturity, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Optional Redemption The Company may redeem some or all of the Notes at any time, or from time to time at its option, at a redemption price (as determined by the Company) equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date: · 100% of the principal amount of the Notes to be redeemed, or · the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points; provided, however, that if the Company redeems any Notes on or after November 15, 2025 (the date falling three months prior to the maturity date of the Notes), providing the redemption price for the public offering Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption; provided, further, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000. Denomination $2,000 and integral multiples of $1,000 in excess thereof CUSIP 610335 AB7 ISIN US610335AB74 Underwriting Discount 2.000% Book-Running Manager Xxxxxxx Xxxxx & Associates, Inc. Co-Managers ING Financial Markets LLC X. Xxxxx Securities, Inc. Huntington Securities, Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxxxxx Xxxxxxxx & Co. Inc. Xxxxxxxxxxx & Co. Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the second business day before delivery thereof will be required, by virtue of the Underwritersfact that the Notes initially will settle T+5, including to specify an alternate settlement cycle at the Representativetime of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors. Investors are advised to carefully consider the investment objectives, risks, charges and expenses of preferred stockthe Company before investing. The Preliminary Prospectus, par value $0.001 per share which has been filed with the U.S. Securities and Exchange Commission (the “SecuritiesSEC”), contains this and other information about the Company and should be read carefully before investing. The information in the Preliminary Prospectus and in this pricing term sheet is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of the Company (and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted. A shelf registration statement relating to these securities is on file with, and has been declared effective by, the “Public Offering”)SEC. Capitalized terms that are used but not defined herein have Before you invest, you should read the respective meanings ascribed to them Preliminary Prospectus, the accompanying prospectus, and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the Company, any underwriter or any dealer participating in the Underwriting Agreement.offering will arrange to send you the Preliminary Prospectus and the accompanying prospectus if you request it from Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, email: xxxxxxxxxx@xxxxxxxxxxxx.xxx, tel: 000-000-0000. SCHEDULE A
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Capital Investment Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 $ 27,256,250 BTIG, LLC $ 21,693,750 X. Xxxxx Securities, Inc. $ 21,137,500 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets $ 21,137,500 Xxxxxxxxxxx & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Inc. $ 15,575,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 $ 4,450,000 Total 1,800,000 $ 111,250,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds to [See attached] Pricing Terms GLADSTONE INVESTMENT CORPORATION $111,250,000 5.00% Notes Due 2026 Pricing Term Sheet February 23, 2021 The following sets forth the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale final terms of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 5.00% Notes due 2026 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement, dated February 23, 2021, together with the accompanying prospectus dated, July 24, 2019, relating to these securities (together, the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting AgreementPreliminary Prospectus”) and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. Issuer: Gladstone Capital Investment Corporation (the “Company”)) Title of the Securities: 5.00% Notes due 2026 Rating:* BBB (Xxxx-Xxxxx) Initial Aggregate Principal Amount Being Offered: $111,250,000 Over-Allotment Option: Up to $16,687,500 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.
Appears in 1 contract
Samples: Underwriting Agreement (Gladstone Investment Corporation\de)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. Table of Contents [Signature Pages Follow] Table of Contents If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate Company a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among between the Company, the Adviser, the Administrator Underwriters and the UnderwritersCompany in accordance with its terms. Very truly yours, Gladstone Capital Corporation By: PETROLEUM DEVELOPMENT CORPORATION By /s/ Xxxxx Xxxxxxxxx X. Xxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone AdministrationSenior Vice President – Corporate Development Table of Contents CONFIRMED AND ACCEPTED, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date firstfirst above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES LLC XXXXX FARGO SECURITIES, LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxxx Xxx Xxxxx Name: Xxxxx Xxx Xxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By /s/ Xxx Xxxxxxx-written above. Xxxxxx Xxxxxxxxxx Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC By: By /s/ Xxxx Xxxxx Xxxxxx Name: Xxxx Xxxxx Xxxxxx Title: Director For itself themselves and as Representative Representatives of the Underwriters named in Exhibit A hereto hereto. Table of Contents EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 Total 1,800,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds to the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C D FORM OF LOCK-UP AGREEMENT PETROLEUM DEVELOPMENT CORPORATION Public Offering of Common Stock Dated as of , 2012 Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxxxxx & Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.Incorporated
Appears in 1 contract
Samples: Underwriting Agreement (Petroleum Development Corp)
Partial Unenforceability. The invalidity or unenforceability of any Sectionsection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Sectionsection, paragraph or provision hereof. If any Sectionsection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator Adviser and the Underwriters. Very truly yours, Gladstone Capital Corporation Saratoga Investment Corp. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Chief Executive Officer Gladstone AdministrationFinancial Officer, Chief Compliance Officer, Treasurer and Secretary Saratoga Investment Advisors, LLC By: /s/ Xxxxxxx Xxxxxxxxx X. XxXxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxxx X. XxXxxxx Xxxxxxxx Title: President Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxx LLC & Associates, Inc. By: /s/ Xxxx Xxxxx Xxxxxx Name: Xxxx Xxxxx Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name Underwriter Aggregate Principal Amount of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxx & Associates, Inc. $ 107,812,500 X. Xxxxx Securities, Inc. 3,437,500 Xxxxx Group, LLC 486,000 3,437,500 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities3,437,500 Maxim Group, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx3,437,500 Compass Point Research & Trading, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 3,437,500 Total 1,800,000 $ 125,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated July 15, 2021 Relating to Preliminary Prospectus Supplement dated July 15, 2021 and commissions) $ 0.7875 Proceeds to Prospectus dated July 7, 2021 Registration No. 333-256366 SARATOGA INVESTMENT CORP. $125,000,000 4.375% Notes due 2026 PRICING TERM SHEET July 15, 2021 The following sets forth the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale final terms of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 4.375% Notes due 2026 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement dated July 15, 2021, together with the accompanying prospectus dated July 7, 2021, relating to these securities (the “UnderwritersPreliminary Prospectus”), proposes and supersedes the information in the Preliminary Prospectus to enter into an Underwriting Agreement the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. On March 10, 2021, the Company issued $50,000,000 in aggregate principal amount of its 4.375% Notes due 2026 (the “Underwriting AgreementExisting Notes”) pursuant to an indenture dated May 10, 2013 (the “Base Indenture”) as supplemented by the eighth supplemental indenture dated March 10, 2021 (the “Eighth Supplemental Indenture” and, together with Gladstone Capital Corporation the Base Indenture, the “indenture”) between the Company and U.S. Bank National Association, as trustee. The securities hereby offered (the “New Notes”) are being issued as “Additional Notes” under the indenture. The Existing Notes and the New Notes are collectively referred to in this Pricing Term Sheet as the “Notes.” Issuer Saratoga Investment Corp. (the “Company”) Security 4.375% Notes due 2026 Expected Rating* BBB+ (Xxxx-Xxxxx) Aggregate Principal Amount Offered $125,000,000 in the aggregate principal amount of the New Notes. The New Notes will be part of the same series of notes as the $50,000,000 aggregate principal amount of the Existing Notes. Upon settlement, the New Notes will be fungible, rank equally, and treated as a single series with the Existing Notes, and the outstanding aggregate amount of the Notes will be $175,000,000. Maturity February 28, 2026 Trade Date July 15, 2021 Settlement Date** July 20, 2021 (T+3) Use of Proceeds Redeem all of the Company’s outstanding 6.25% Notes due 2025, repay the Company’s outstanding indebtedness under its credit facility, and make investments in middle-market companies (including through SBIC subsidiaries) in accordance with the Company’s investment objective and strategies. Price to Public (Issue Price) 101.00% of the aggregate principal amount, plus the Aggregate Accrued Interest (as defined below) Aggregate Accrued Interest $1,974,826.39 of accrued and unpaid interest from March 10, 2021 up to, but not including, the date of delivery of the New Notes Coupon (Interest Rate) 4.375% Yield to Maturity 4.134% Spread to Benchmark Treasury 335 basis points Benchmark Treasury 0.875% due June 30, 2026 Benchmark Treasury Price and Yield 100-14/0.783% Interest Payment Dates February 28 and August 28, beginning August 28, 2021 Offer to Purchase upon a Change of Control Repurchase Event If a Change of Control Repurchase Event occurs prior to maturity, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Optional Redemption The Company may redeem some or all of the Notes at any time, or from time to time, at a redemption price (as determined by the Company) equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date: ● 100% of the principal amount of the Notes to be redeemed, or ● the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points; provided, however, that if the Company redeems any Notes on or after November 28, 2025 (the date falling three months prior to the maturity date of the Notes), providing the redemption price for the public offering Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption; provided, further, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000. Denomination $2,000 and integral multiples of $1,000 in excess thereof CUSIP 80349A AD1 ISIN US80349AAD19 Underwriting Discount 2.000% Book-Running Manager Xxxxxxx Xxxxx & Associates, Inc. Co-Managers X.Xxxxx Securities,Inc. Compass Point Research & Trading, LLC Xxxxx Group, LLC Ladenburg Xxxxxxxx & Co. Inc. Maxim Group LLC * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the second business day before delivery thereof will be required, by virtue of the Underwritersfact that the Notes initially will settle T+3, including to specify an alternate settlement cycle at the Representativetime of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors. Investors are advised to carefully consider the investment objectives, risks, charges and expenses of preferred stockthe Company before investing. The Preliminary Prospectus, par value $0.001 per share which has been filed with the U.S. Securities and Exchange Commission (the “SecuritiesSEC”), contains this and other information about the Company and should be read carefully before investing. The information in the Preliminary Prospectus and in this pricing term sheet is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of the Company (and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted. A shelf registration statement relating to these securities is on file with and has been declared effective by the “Public Offering”)SEC. Capitalized terms that are used but not defined herein have Before you invest, you should read the respective meanings ascribed to them Preliminary Prospectus, the accompanying prospectus, and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the Company, any underwriter or any dealer participating in the Underwriting Agreement.offering will arrange to send you the Preliminary Prospectus and the accompanying prospectus if you request it from Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, email: xxxxxxxxxx@xxxxxxxxxxxx.xxx, tel: 000-000-0000. SCHEDULE A
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Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate Company a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among between the Company, the Adviser, the Administrator Agents and the UnderwritersCompany in accordance with its terms. Very truly yours, Gladstone Capital Corporation NATIONAL HEALTH INVESTORS, INC. By: /s/ Xxxxx Xxxxxxxxx D. Xxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxx D. Xxxx Xxxxxxxxxx Title: Chairman President and Chief Executive Officer Gladstone Management Corporation CONFIRMED AND ACCEPTED, as of the date first above written: KeyBanc Capital Markets Inc. By: /s/ Xxxxx Xxxxxxxxx Xxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxx Xxxx Xxxxxxxxxxx Title: Chief Executive Officer Gladstone AdministrationManaging Director Xxxxxx, Xxxxxxxx & Company, Incorporated By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director BMO Capital Markets Corp. By: /s/ Xxxxxxxx Xx Name: Xxxxxxxx Xx Title: Managing Director Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxxxx Xxxxxxx X. XxXxxxx Name: Xxxxxxxxx Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC Managing Director Capital One Securities, Inc. By: /s/ /s/Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Executive Director Xxxxxxx Sachs & Co. LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director BofA Securities, Inc. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 Total 1,800,000 EXHIBIT B PRICEFORM OF PLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution-RELATED INFORMATION Number of Initial SecuritiesPlacement Notice Gentlemen: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds Pursuant to the Companyterms and subject to the conditions contained in the Equity Distribution Agreement between National Health Investors, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation Inc. (the “Company”) and [ ] dated March 19, 2020 (the “Agreement”), providing for I hereby request on behalf of the public offering by Company that [ ] sell up to [ ] of the Underwriters, including the Representative, of preferred Company’s common stock, par value $0.001 0.01 per share share, at a minimum market price of $ per share. [ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES THE SECURITIES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY [ ], AND/OR THE CAPACITY IN WHICH [ ] MAY ACT IN SELLING SECURITIES (the “Securities”AS PRINCIPAL, AGENT, OR BOTH)] Exh. A-1 EXHIBIT B AUTHORIZED INVIDIAULS FOR PLACEMENT NOTICES AND ACCEPTANCES National Health Investors, of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.Inc.: Xxxx Xxxxxxxxxx: xxxxxxxxxxx@xxxxxxx.xxx Xxxx Xxxxx: xxxxxxx@xxxxxxx.xxx KeyBanc Capital Markets Inc.: Xxxx Xxxxxxxxxxx: xxxxxxxxxxxx@xxx.xxx Xxxxx Xxxxxx: xxxxxxx@xxx.xxx Xxxx Xxxxxx: xxxxxxx@xxx.xxx Xxxx Xxxxx: xxxxxxx.x.xxxxx@xxx.xxx Xxxx Xxxxxxxxx: xxxx.xxxxxxxxx@xxx.xxx
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Samples: Equity Distribution Agreement (National Health Investors Inc)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Capital Investment Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxxxxxxx & Co. Inc. By: /s/ Xxxx X. Xxxxxx Name: Xxxx XX Xxxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number Aggregate Principal Amount of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxxxxxxxx & Co. Inc. $ 46,215,000 Xxxxxxx Sachs & Co. LLC $ 24,570,000 X. Xxxxx LLC 486,000 Securities, Inc. $ 21,645,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 $ 21,645,000 Wedbush Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 $ 2,925,000 Total 1,800,000 $ 117,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Per Share Public offering price $ 25.00 Sales load (underwriting discounts [See attached] Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated August 11, 2021 Relating to Preliminary Prospectus Supplement dated August 11, 2021 and commissions) $ 0.7875 Proceeds to Prospectus dated July 24, 2019 Registration No. 333-232124 Pricing Terms GLADSTONE INVESTMENT CORPORATION $117,000,000 4.875% Notes Due 2028 Pricing Term Sheet August 11, 2021 The following sets forth the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale final terms of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative 4.875% Notes due 2028 (the “RepresentativeNotes”) of and should only be read together with the several underwriters preliminary prospectus supplement, dated August 11, 2021, together with the accompanying prospectus dated, July 24, 2019, relating to these securities (together, the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting AgreementPreliminary Prospectus”) and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. Issuer: Gladstone Capital Investment Corporation (the “Company”)) Title of the Securities: 4.875% Notes due 2028 Rating:* BBB (Xxxx-Xxxxx) Initial Aggregate Principal Amount Being Offered: $117,000,000 Over-Allotment Option: Up to $17,550,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, providing if any. Issue Price: $25.00 Principal Payable at Maturity: 100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the public offering by the Underwriters, including the Representative, of preferred stock, par value $0.001 per share (the “Securities”), of Notes or at such other office as the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreementmay designate.
Appears in 1 contract
Samples: Underwriting Agreement (Gladstone Investment Corporation\de)
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Capital Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC LLC: By: /s/ Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 486,000 820,000 Ladenburg Xxxxxxxx & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T 460,000 Xxxxxxxxxx Securities, Inc. 460,000 Maxim Group LLC 180,000 100,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 207,000 Wedbush 40,000 National Securities Inc. 180,000 Xxxxxxx Xxxxx & Company 180,000 Corporation 120,000 Total 1,800,000 2,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 1,800,000 2,000,000 Number of Option Securities: 270,000 300,000 Per Share Public offering price $ 25.00 8.55 Sales load (underwriting discounts and commissions) $ 0.7875 0.4275 Proceeds to the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade 8.1225 Pricing Date: September 20October 27, 2017 2015 Closing Date (T+5T+3): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September October 30, 2024 2015 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 16.0 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gladstone Capital Corporation (the “Company”), providing for the public offering by the Underwriters, including the Representative, of preferred common stock, par value $0.001 per share (the “SecuritiesCommon Stock”), of the Company (the “Public Offering”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.
Appears in 1 contract
