0001627515-17-000015.txt : 20170324 0001627515-17-000015.hdr.sgml : 20170324 20170324161807 ACCESSION NUMBER: 0001627515-17-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170324 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20170324 DATE AS OF CHANGE: 20170324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLUB CAPITAL INVESTMENT Corp CENTRAL INDEX KEY: 0001627515 IRS NUMBER: 471893276 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-01128 FILM NUMBER: 17712978 BUSINESS ADDRESS: STREET 1: 666 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: 212.750.6060 MAIL ADDRESS: STREET 1: 666 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 FORMER COMPANY: FORMER CONFORMED NAME: Golub Capital Investment Corp DATE OF NAME CHANGE: 20141209 8-K 1 gcic4317shareissuance.htm 8-K Document


 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 24, 2017
 
 
 
 
 
 

Golub Capital Investment Corporation
(Exact name of Registrant as Specified in Its Charter)

 
 
 
 
 
MARYLAND
 
814-01128
 
47-1893276
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
  
 
 
 

__ 666 Fifth Avenue, 18th Floor, New York, NY 10103_ _
(Address of Principal Executive Offices)          (Zip Code)

Registrant’s telephone number, including area code: (212) 750-6060

____ ____
(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 (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 






Item 3.02.
Unregistered Sales of Equity Securities.

On March 24, 2017, Golub Capital Investment Corporation (the “Company”) delivered a capital drawdown notice to its stockholders relating to the sale of 2,187,285.533 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") for an aggregate offering price of $32.8 million. The sale is expected to close on or around April 3, 2017.

The sale of Common Stock is being made pursuant to subscription agreements entered into by the Company and its stockholders. Under the terms of the subscription agreements, stockholders are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis with a minimum of 10 days' prior notice to stockholders.

The issuance of the Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended, (the "Securities Act") pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from the stockholders in the subscription agreements that each stockholder was an accredited investor as defined in Regulation D under the Securities Act.













SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Golub Capital Investment Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
          
 
 
Golub Capital Investment Corporation
 
 
 
Date: March 24, 2017
 
By:       /s/ Ross A. Teune      
 
 
Name:     Ross A. Teune
 
 
Title:     Chief Financial Officer