Item 1.01. Entry into a Material Definitive Agreement.
On April 13, 2021, Gladstone Capital Corporation (the "Company") amended and
restated its existing advisory agreement, as amended (the "Agreement"), with
Gladstone Management Corporation, a registered investment adviser (the
"Adviser"), by entering into the Third Amended and Restated Investment Advisory
and Management Agreement between the Company and the Adviser (the "Amended
Agreement"). The Company's entrance into the Amended Agreement was approved
unanimously by its board of directors (the "Board"), including, specifically,
its independent directors. The Amended Agreement maintains the revised "hurdle
rate" included in the calculation of the Incentive Fee for the period beginning
April 1, 2021 through March 31, 2022, which was previously amended for the
period beginning April 1, 2020 through March 31, 2021 to increase the hurdle
rate from 1.75% per quarter (7% annualized) to 2.00% per quarter (8% annualized)
and increase the excess Incentive Fee hurdle rate from 2.1875% per quarter
(8.75% annualized) to 2.4375% per quarter (9.75% annualized). The calculation of
the other fees in the Advisory Agreement remain unchanged. The revised Incentive
Fee calculation will begin with the fee calculations for the quarter ending
June 30, 2021. All other terms of the Advisory Agreement remained the same. All
capitalized terms not defined in this Current Report on Form 8-K are defined in
the Amended Agreement.
The description above is only a summary of the material provisions of the
Amended Agreement and is qualified in its entirety by reference to a copy of the
Amended Agreement, which will be filed with the Company's next periodic report.
Item 7.01. Regulation FD Disclosure.
On April 13, 2021, the Company issued a press release, filed herewith as Exhibit
99.1, announcing that its board of directors declared monthly cash distributions
for its common stock for each of April, May and June 2021.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto,
is being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities and Exchange Act of 1934, and shall not be deemed incorporated by
reference into any filing 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 Capital Corporation on April 13,
2021.
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