GSV Capital Corp. Commences Tender Offer for Any and All of Its Outstanding 5.25% Convertible Senior Notes due 2018
15 Dezember 2017 - 1:00PM
GSV Capital Corp. (“GSV Capital” or the “Company”)
(Nasdaq:GSVC) announced today that it has commenced a tender offer
(the “Tender Offer”) to purchase any and all of its outstanding
5.25% Convertible Senior Notes due 2018 (CUSIP No. 36191J AB7)
(the “Notes”). As of December 15, 2017, there were $69.0 million
aggregate principal amount of Notes outstanding.
Upon the terms and subject to the conditions set forth in the
Company’s Offer to Purchase, dated December 15, 2017 (the
“Offer to Purchase”), and the related Letter of Transmittal, the
Company is offering to pay, for cash, an amount equal to $1,005.00
per $1,000 principal amount of Notes purchased (the “Purchase
Price”). The Tender Offer will expire at 12:00 midnight, New York
City time, on January 17, 2018 (one minute after 11:59 p.m., New
York City time, on January 16, 2018), or any other date and time to
which the Company extends such Tender Offer (such date and time, as
it may be extended, the “Expiration Date”), unless earlier
terminated.
The Tender Offer is subject to the satisfaction or waiver, in
the Company’s sole discretion, of certain conditions, as described
in the Offer to Purchase, including, but not limited to, cash on
hand being sufficient to finance the payment of the Purchase Price
for all Notes validly tendered in the Tender Offer and accepted for
purchase by the Company. The Tender Offer is not conditioned upon
the receipt of financing or any minimum amount of Notes being
tendered. Subject to applicable law, the Company may extend or
terminate the Tender Offer in its sole discretion.
Tendered Notes may be validly withdrawn from the Tender Offer at
or prior to the Expiration Date.
For Notes that have been validly tendered at or prior to the
Expiration Date and that are accepted for purchase pursuant to the
Tender Offer, settlement will occur within three business days
following the Expiration Date, assuming the conditions to the
Tender Offer have been either satisfied or waived by the Company at
or prior to the Expiration Date as further described in the Offer
to Purchase. Accrued and unpaid interest on the Notes, if any, from
September 15, 2017, up to, but not including, the settlement
date, will also be paid in cash on all Notes purchased in the
Tender Offer.
This announcement does not contain the full terms and conditions
of the Tender Offer. The complete terms and conditions of the
Tender Offer are set forth in the Offer to Purchase and related
Letter of Transmittal that are being sent to holders of the Notes.
Copies of the Offer to Purchase and Letter of Transmittal may be
obtained from the Information Agent for the Tender Offer, Global
Bondholder Services Corporation, at (212) 430-3774 (US
toll-free) or (866) 470-4200 (collect).
This press release is for informational purposes only and is
neither an offer to buy nor the solicitation of an offer to sell
any of the Company’s outstanding 5.25% Convertible Senior Notes due
2018. The Tender Offer will be made solely pursuant to the Offer to
Purchase, the Letter of Transmittal and related materials, as they
may be amended or supplemented. Holders should read the Company’s
commencement Tender Offer statement on Schedule TO filed with the
Securities and Exchange Commission (“SEC”) in connection with the
Tender Offer, which will include as exhibits the Offer to Purchase,
the Letter of Transmittal and related materials, as well as any
amendments or supplements to the Schedule TO when they become
available, because they will contain important information. Each of
these documents will be filed with the SEC, and, when available,
holders may obtain them for free from the SEC at its website
(www.sec.gov) or from the Company’s information agent in connection
with the Tender Offer.
About GSV Capital
Corp.
GSV Capital Corp. (GSVC) is a publicly traded
investment fund that seeks to invest in high-growth, venture-backed
private companies. Led by industry veteran Michael Moe and CEO Mark
Klein, the fund seeks to create a portfolio of high-growth emerging
private companies via a repeatable and disciplined investment
approach, as well as to provide investors with access to such
companies through its publicly traded common stock. GSV Capital is
headquartered in Woodside, CA. www.gsvcap.com
Follow GSV Capital on Twitter: @gsvcap
Forward-Looking Statements
Statements included herein may constitute
“forward-looking statements,” which relate to future events or our
future performance or financial condition. These statements are not
guarantees of our future performance, condition or results of
operations and involve a number of risks and uncertainties. Actual
results may differ materially from those in the forward-looking
statements as a result of a number of factors, including those
described from time to time in our filings with the SEC. GSV
Capital Corp. undertakes no duty to update any forward-looking
statements made herein, unless required to do so by law.
Contact
GSV Capital Corp.(650) 235-4769IR@gsvam.com
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