GSV Capital Corp. Announces Pricing of $40 Million Convertible Notes Offering
23 März 2018 - 1:00PM
GSV Capital Corp. (“GSV Capital” or the “Company”)
(Nasdaq:GSVC) today announced the pricing of $40.0 million in
aggregate principal amount of 4.75% Convertible Senior Notes due
2023 (the “Notes”). In addition, GSV Capital has granted the
underwriters of the Notes a 30-day option to purchase up to an
additional $6.0 million in aggregate principal amount of the
Notes. The sale of the Notes is expected to close on March
28, 2018, subject to the satisfaction of customary closing
conditions.
The Notes will be convertible into shares of GSV
Capital’s common stock (the “common stock”) based on an initial
conversion rate of 93.2836 shares of the common stock per $1,000
principal amount of the Notes, which represents an initial
conversion price of approximately $10.72 per share. Prior to
the close of business on the business day immediately preceding
March 28, 2023, the Notes will be convertible at any time.
The Notes will mature on March 28, 2023, unless
earlier repurchased or converted in accordance with their
terms. Interest on the Notes will be payable semi-annually in
arrears on March 31 and September 30 of each year, commencing on
September 30, 2018. The Notes will be general, unsecured,
senior obligations of GSV Capital. Holders of the Notes may require
GSV Capital to repurchase their Notes upon the occurrence of a
fundamental change prior to maturity for cash at a repurchase price
equal to 100% of the principal amount of the Notes to be
repurchased plus accrued and unpaid interest, if any, to, but
excluding, the fundamental change purchase date.
“We are excited to announce this important step
forward for GSV Capital and pleased to be supported by a syndicate
of world-class institutional investors," said Michael Moe,
Executive Chairman of GSV Capital. "We see tremendous opportunities
to invest in leading, growth stage VC-backed companies, with the
convertible note providing capital to execute against our strategy.
Strong interest in the listings of top GSV Capital positions,
Dropbox and Spotify, reinforces our focus on building a portfolio
of rapidly growing, premier private companies.”
GSV Capital intends to use all of the net
proceeds from the offering to repurchase or pay at maturity a
portion of the Company’s outstanding 5.25% Convertible Senior
Notes, which mature on September 15, 2018.
BTIG is acting as the sole manager for the
offering.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy the Notes or any other
securities, nor shall there be any offer to sell or solicitation of
an offer to buy these or any other securities, in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the security
laws of any state or jurisdiction. The offering of the Notes
will be made only by means of the prospectus supplement and the
accompanying prospectus.
A shelf registration statement relating
to these securities is on file with and has been declared effective
by the Securities and Exchange Commission (“SEC”).
Investors are advised to carefully consider the investment
objectives, risks and charges and expenses of the Company before
investing. The preliminary prospectus supplement, dated March
22, 2018, and the accompanying prospectus, dated May 9, 2017, each
of which has been filed with the SEC contain a description of these
matters and other important information about GSV Capital and
should be read carefully before investing. The offering may
be made only by means of a prospectus and a related prospectus,
which will be filed with the SEC and may be obtained, when
available, on the SEC’s website at http://www.sec.gov, or from
BTIG, LLC, 825 Third Avenue, 6th Floor, New York, NY 100022, or by
telephone at (212) 588-6500 or by email at
convertiblecapitalmarkets@btig.com.
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 undertakes no obligation to publicly update or revise any
forward-looking statements made herein, unless required to do so by
law. All forward-looking statements speak only as of the time of
this press release.
Contact
GSV Capital Corp.(650)
235-4769IR@gsvam.com
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