Item 1.01. Entry Into a Material Definitive Agreement.
On
The Notes will mature on
The Notes may be redeemed in whole or in part at any time or from time to time
at the Company's option on or after
The Indenture contains certain covenants, including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) (2) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), or any successor provisions, to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act, or any successor provisions but giving effect to any no-action relief granted by theSecurities and Exchange Commission (the "SEC") to another business development company and upon which the Company may reasonably rely (or to the Company if the Company determines to seek such similar no-action or other relief), and to provide certain financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are set forth in the Indenture. The Notes were offered and sold pursuant to the Company's effective shelf registration statement on Form N-2 (Registration No. 333-259302) previously filed with theSEC , as supplemented by a preliminary prospectus supplement datedMay 23, 2023 , the pricing term sheet datedMay 23, 2023 and a final prospectus supplement datedMay 23, 2023 . This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The transaction closed onMay 31, 2023 .
The Company intends to use the net proceeds from the offering to repay a portion of the amount outstanding under its credit facility, to fund new investment opportunities and for other general corporate purposes. The Company intends to re-borrow under its credit facility to make investments in portfolio companies in accordance with its investment objectives depending on the availability of appropriate investment opportunities consistent with its investment objectives depending on the availability of appropriate investment opportunities consistent with its investment objectives and market conditions and for other general corporate purposes.
The description above is only a summary of the material provisions of the Fourth Supplemental Indenture and the Notes and is qualified in its entirety by reference to copies of the Fourth Supplemental Indenture and the Notes, respectively, each filed as exhibits to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under
an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference. --------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Fourth Supplemental Indenture betweenGladstone Investment Corporation andUMB Bank, National Association , dated as ofMay 31, 2023 . 4.2 Form of Global Note with respect to the 8.00% Notes due 2028, incorporated by reference to Exhibit 4.1 hereto. 5.1 Opinion ofKirkland & Ellis LLP . 23.1 Consent ofKirkland & Ellis LLP (included in Exhibit 5.1 hereto). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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