UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form 8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): April 11, 2017
Gladstone Investment Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 811-23191 | 83-0423116 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 1521 Westbranch Drive, Suite 100, McLean, Virginia 22102 |
| (Address of Principal Executive Offices) (Zip Code) |
(703) 287-5800
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 7.01. Regulation FD Disclosure.
On April 11, 2017, Gladstone Investment Corporation (the “Company”) issued a press release, filed herewith as Exhibit 99.1, announcing that its board of directors declared monthly cash distributions for the Company’s common stock, 6.75% Series B Cumulative Term Preferred Stock, 6.50% Series C Cumulative Term Preferred Stock, and 6.25% Series D Cumulative Term Preferred Stock for each of April, May, and June 2017 and a supplemental distribution to common stockholders for June 2017. The information disclosed under this Item 7.01, including portions of Exhibit 99.1 attached hereto regarding the monthly cash distributions, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference into any filings made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.Exhibit No. Description 99.1 Press Release issued by Gladstone Investment Corporation, dated April 11, 2017.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Gladstone Investment Corporation | ||
| Date: April 11, 2017 | By: | /s/ Julia Ryan |
| Julia Ryan | ||
| Chief Financial Officer and Treasurer | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release issued by Gladstone Investment Corporation, dated April 11, 2017. |
Exhibit 99.1
Gladstone Investment Increases Monthly Cash Distributions to Common Stockholders and Announces Cash Distributions for April, May, and June 2017, Including Supplemental Distribution to Common Stockholders
MCLEAN, Va., April 11, 2017 (GLOBE NEWSWIRE) -- Gladstone Investment Corporation (NASDAQ:GAIN) (the “Company” or “GAIN”) announced today that its board of directors declared the following monthly cash distributions to preferred and common stockholders, increasing distributions to common stockholders by more than 2%.
The Company also announced it will pay a supplemental distribution of $0.06 per share to holders of its common stock in June 2017. In this regard, the Company anticipates paying semi-annual, supplemental distributions each fiscal year, with the June 2017 payment being the first payment in fiscal year 2018. These payments are generally expected to be primarily made from undistributed net capital gains, but may also be made from undistributed net investment income, which the Company anticipates it will continue to generate in the future. The Company’s board of directors will evaluate the amount and timing of additional, semi-annual, supplemental distributions in future periods.
GAIN provides debt financing to portfolio companies that produces interest income, which is generally the primary source of its monthly run-rate distributions on its preferred and common stock. Undistributed net investment income represents income that has not yet been paid out to shareholders and which was largely generated from other income. Other income primarily consists of success fees from the Company’s debt investments, which are typically generated upon exit, and dividend income related to its equity investments. As a result of GAIN’s significant equity investments, it can earn meaningful amounts of dividend income and realized gains upon exit.
GAIN’s strategy contemplates the sale of its portfolio companies to realize gains on its equity investments and to generate other income, in the form of dividend income and success fees, upon exit. While the timing of exits is often unpredictable, the Company believes it is at a stage in its life cycle where it is prudent to reward holders of its common stock by making a supplemental distribution from undistributed realized gains and net investment income.
The Company plans to continue its monthly distributions to holders of its common stock at the new annual run-rate of $0.77 per share, which it will seek to increase as it grows its assets and increases its net investment income.
Common Stock: $0.064 per share of common stock for each of April, May, and June 2017, and a supplemental distribution of $0.06 per share of common stock for June 2017, payable per the table below. The Company has paid 141 consecutive monthly cash distributions on its common stock.
| Ex-Dividend Date | Record Date | Payment Date | Cash Distribution | |
| April 19 | April 21 | April 28 | $0.064 | |
| May 17 | May 19 | May 31 | $0.064 | |
| June 1 | June 5 | June 15 | $0.060* | |
| June 19 | June 21 | June 30 | $0.064 | |
| Total for the Quarter: | $0.252 | |||
* Denotes supplemental distribution to common stockholders.
Series B Term Preferred Stock: $0.140625 per share of the Company’s 6.75% Series B Cumulative Term Preferred Stock (“Series B Term Preferred Stock”) for each of April, May, and June 2017, payable per the table below. The Series B Term Preferred Stock trades on the NASDAQ under the symbol “GAINO.”
| Ex-Dividend Date | Record Date | Payment Date | Cash Distribution | |
| April 19 | April 21 | April 28 | $0.140625 | |
| May 17 | May 19 | May 31 | $0.140625 | |
| June 19 | June 21 | June 30 | $0.140625 | |
| Total for the Quarter: | $0.421875 | |||
Series C Term Preferred Stock: $0.135417 per share of the Company’s 6.50% Series C Cumulative Term Preferred Stock (“Series C Term Preferred Stock”) for each of April, May, and June 2017, payable per the table below. The Series C Term Preferred Stock trades on the NASDAQ under the symbol “GAINN.”
| Ex-Dividend Date | Record Date | Payment Date | Cash Distribution | |
| April 19 | April 21 | April 28 | $0.135417 | |
| May 17 | May 19 | May 31 | $0.135417 | |
| June 19 | June 21 | June 30 | $0.135417 | |
| Total for the Quarter: | $0.406251 | |||
Series D Term Preferred Stock: $0.13020833 per share of the Company’s 6.25% Series D Cumulative Term Preferred Stock (“Series D Term Preferred Stock”) for each of April, May, and June 2017, payable per the table below. The Term Preferred Stock trades on the NASDAQ under the symbol “GAINM.”
| Ex-Dividend Date | Record Date | Payment Date | Cash Distribution | |
| April 19 | April 21 | April 28 | $0.13020833 | |
| May 17 | May 19 | May 31 | $0.13020833 | |
| June 19 | June 21 | June 30 | $0.13020833 | |
| Total for the Quarter: | $0.39062499 | |||
The Company offers a dividend reinvestment plan (the “DRIP”) to its common stockholders. For more information regarding the DRIP, please visit www.gladstoneinvestment.com.
Gladstone Investment Corporation is a publicly traded business development company that seeks to make debt and equity investments in lower middle market businesses in the United States in connection with acquisitions, changes in control and recapitalizations. Information on the business activities of all the Gladstone funds can be found at www.gladstonecompanies.com.
Forward-looking Statements:
The statements in this press release regarding potential future distributions, earnings and operations of the Company are "forward-looking statements." These forward-looking statements inherently involve certain risks and uncertainties in predicting future results and conditions. Although these statements are based on Gladstone Investment's current plans that are believed to be reasonable as of the date of this press release, a number of factors could cause actual results and conditions to differ materially from these forward-looking statements, including those factors described from time to time in Gladstone Investment's filings with the Securities and Exchange Commission. Gladstone Investment undertakes no obligation to publicly release the result of any revisions to these forward looking statements that may be made to reflect any future events or otherwise, except as required by law.
For Investor Relations inquiries related to any of the monthly dividend paying Gladstone funds, please visit www.gladstone.com.
For further information: Gladstone Investment Corporation, +1-703-287-5893