Item 2.01 Completion of Acquisition or Disposition of Assets.

To the extent required, the information set forth in the Introductory Note, in Item 1.01 and in Item 9.01 of this report is incorporated herein by reference.

On July 31, 2020, pursuant to the Merger Agreement, Merger Sub merged with and into GCAP, with GCAP surviving as a wholly-owned subsidiary of the Company. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement.

At the Effective Time:

(i) except for Dissenting Shares and as provided in Sections 2.02(b) and 2.02(c) of the Merger Agreement, each issued and outstanding share of common stock, par value $0.00001 per share, of GCAP (together with associated preferred stock purchase rights, the "GCAP Stock") was converted into the right to receive $6.00 in cash, without interest;

(ii) each share of common stock of Merger Sub outstanding immediately prior to the Effective Time was converted into and became one share of common stock of GCAP with the same rights, powers and privileges of the shares so converted and, except as provided in Section 2.02(c) of the Merger Agreement, constitutes the only outstanding shares of capital stock of GCAP;

(iii) each outstanding option to purchase shares of GCAP Stock ("GCAP Stock Option"), whether or not exercisable or vested, that was outstanding and unexercised immediately prior to the Effective Time, was vested as of immediately prior to the Effective Time and was canceled in exchange for the right of each holder of such GCAP Stock Option to receive (without interest) an amount in cash determined by multiplying (I) the excess, if any, of the per share Merger Consideration over the applicable exercise price of such GCAP Stock Option by (II) the number of shares of GCAP Stock such holder could have purchased (assuming full vesting of all options) had such holder exercised such option in full immediately prior to the Effective Time, less applicable Taxes required to be withheld with respect to such payment;

(iv) each (a) restricted stock unit and (b) restricted stock award, in each case, with respect to shares of GCAP Stock granted under GCAP's 2015 Omnibus Incentive Compensation Plan, GCAP's 2010 Omnibus Incentive Compensation Plan (as amended from time to time) and any predecessor stock option, stock incentive, stock award, or other equity compensation plans thereto, whether subject to time-based or performance-based vesting, that was outstanding as of immediately prior to the Effective Time (each such restricted stock unit, a "GCAP Restricted Stock Unit" and each such restricted stock award, a "GCAP Restricted Stock Award") was vested as of immediately prior to the Effective Time and was canceled in exchange for the right to receive (without interest) a cash payment determined by multiplying (I) the per share Merger Consideration by (II) the number of shares of GCAP Stock underlying such GCAP Restricted Stock Unit or GCAP Restricted Stock Award, as applicable, as of the Effective Time, less applicable Taxes required to be withheld with respect to such payment; and

(v) each of GCAP's 5.00% Convertible Senior Notes maturing on August 15, 2022 (the "2022 Convertible Notes") issued pursuant to the Indenture, dated as of August 22, 2017, by and between GCAP and The Bank of New York Mellon, as trustee remained outstanding, unchanged by reason of the Merger except as set forth in, and required by, Section 10.08 of each 2022 Convertible Note.

As discussed above and disclosed by the Company in the June 2020 8-K, the Company completed the issuance and sale of the Notes, which were issued pursuant to the Indenture. To facilitate the consummation of the Merger, the Proceeds were released from escrow and used to (1) fund the cash consideration for the Merger, (2) fund the repayment of the 2022 Convertible Notes and (3) pay certain related transaction fees and expenses.

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the text of the Merger Agreement, which is filed as Exhibit 2.1 to this report and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required, the information set forth in the Introductory Note, in Item 1.01 and in Item 2.01 of this report is incorporated herein by reference.

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Item 7.01 Regulation FD Disclosure.

On July 31, 2020, the Company issued a press release announcing the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information furnished pursuant to Item 7.01, including Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The Company intends to file the financial statements required by this Item by an amendment to this Report no later than 71 days after the date this initial report on Form 8-K must be filed.

(b) Pro Forma Financial Information.

The Company intends to file the financial statements required by this Item by an amendment to this Report no later than 71 days after the date this initial report on Form 8-K must be filed.

(d) Exhibits.



The following documents are herewith filed as exhibits to this report:
Exhibit
Number  Description
2.1       Agreement and Plan of Merger, dated as of February 26, 2020, by and
        among the Company, Merger Sub and GCAP (incorporated by reference to
        Exhibit 10.1 of the Company's Current Report on Form 8-K filed by the
        Company on February 27, 2020).
4.1       First Supplemental Indenture, dated as of July 31, 2020, by and among
        the Company, the Guaranteeing Subsidiaries and the Trustee and
        Collateral Agent.
4.2       Security and Pledge Agreement, dated as of July 31, 2020, by and among
        the Company, the Domestic Guaranteeing Subsidiaries and the Collateral
        Agent.
4.3       Joinder to the Amended and Restated Credit Agreement, dated as of July
        31, 2020, by and among the GAIN Guaranteeing Subsidiaries and the
        Administrative Agent.
99.1      Press Release issued by the Company, dated July 31, 2020, announcing
        the consummation of the Merger (furnished herewith).

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