NEW YORK, July 26 /PRNewswire-FirstCall/ -- GSC Investment
Corp. (NYSE: GNV) ("GNV" or the "Company") today reminded
stockholders to vote FOR the proposals relating to elements of the
Company's recapitalization plan at the Company's upcoming Special
Meeting of Stockholders on Friday, July 30,
2010. GNV stockholders of record as of the close of
business on May 31, 2010 are entitled
to vote at the Special Meeting.
GNV urges stockholders to consider the following:
- The proposed strategic transaction with Saratoga Investment
Advisors, LLC ("Saratoga") is the
result of a comprehensive process that commenced in 2008 to explore
financial and strategic alternatives that would maximize value for
its stockholders. After a review of various possible
alternatives, an extensive search for potential bidders and
extensive discussions and negotiations, the Company and its
Board of Directors believe that the Saratoga Transaction represents
the best alternative available to, and is in the best interests of,
the Company and our stockholders.
- The GNV Board of Directors believes that the $55M recapitalization plan is in the best
interests of the Company and its stockholders and provides
stockholders with the opportunity to participate in the potential
future growth of the post-transaction company.
- The proposed strategic transaction with Saratoga will provide the Company with an
equity investment of approximately $15
million and allow the Company to enter into a new credit
facility with Madison Capital Funding LLC, the combination of which
will allow the Company to repay in full the amounts outstanding
under the Company's existing Credit Facility with Deutsche Bank and
eliminate the uncertainty created by the existing event of
default thereunder.
- The GNV Board of Directors believes that GNV
stockholders will face significant risk if the
recapitalization plan and the proposed strategic transaction
with Saratoga do not
occur. The risk is due to the fact that substantially all
of GNV's investments, other than its subordinated debt investment
in GSC Investment Corp. CLO 2007, Limited, are pledged under the
Company's existing Credit Facility. As a result of the
occurrence of an event of default under the Company's existing
Credit Facility, Deutsche Bank may, upon notice to GNV, accelerate
amounts outstanding under the facility and exercise other rights
and remedies provided by the terms of the facility, including the
right to sell the collateral pledged thereunder. In such
event, forced sales of assets could potentially be completed at
distressed sale prices, thereby diminishing or potentially
eliminating the amount of cash available to distribute to GNV
stockholders after repayment of the amounts outstanding under the
existing Credit Facility.
- The two leading independent advisory firms, ISS and Glass
Lewis, support the elements of the Company's recapitalization plan
subject to stockholder vote and recommend that GNV stockholders
vote FOR all proposals in the Company's proxy statement.
THE GNV BOARD OF DIRECTORS URGES ALL GNV STOCKHOLDERS TO
VOTE FOR ALL PROPOSALS TODAY.
YOUR VOTE IS EXTREMELY IMPORTANT NO MATTER HOW MANY SHARES
YOU OWN.
Information regarding the Company's recapitalization plan and
the special meeting of the Company's stockholders to be held on
July 30, 2010 is contained in the
definitive proxy statement filed by the Company with the Securities
and Exchange Commission on June 25,
2010. GNV Stockholders should read the Company's proxy
statement in its entirety because it contains important
information. Copies of the Company's proxy statement are
available without charge on the SEC's Internet website at
www.sec.gov and on the Company's website at
http://ir.gscinvestmentcorp.com/special-proxy.cfm.
GNV stockholders who have any questions or need assistance
voting their shares should contact the Company's proxy solicitor,
Morrow & Co., LLC, toll-free at (800) 607-0088 at (203)
658-9400 or by email at GSC@morrowco.com
About GSC Investment Corp.
GSC Investment Corp. is a specialty finance company that invests
primarily in leveraged loans and mezzanine debt issued by U.S.
middle-market companies, high yield bonds and collateralized loan
obligations. It has elected to be treated as a business
development company under the Investment Company Act of 1940.
The Company may also opportunistically invest in distressed
debt, debt issued by non-middle market companies, and equity
securities issued by middle and non-middle market companies.
The Company draws upon the support and investment advice of
its external manager, GSC Group, an alternative asset investment
manager that focuses on complex, credit-driven strategies.
GSC Investment Corp. is traded on the New York Stock Exchange
under the symbol "GNV".
About Saratoga Investment Advisors, LLC
Saratoga Investment Advisors, LLC is a New York-based investment firm formed to focus
on credit driven strategies. It is affiliated with Saratoga
Partners, a leading middle-market private equity investment firm
with $750 million of committed and
invested institutional equity capital. Saratoga Partners
primarily invests in businesses with strong management teams and
valuations of between $50 million and $500
million, specializing in companies in manufacturing and
business services. It also has a successful record in special
situations and distressed investing. Since Saratoga was
founded in 1984 as a division of the New
York investment firm Dillon, Read & Co., Inc., it has
invested in 35 companies with an aggregate value of more than
$3.7 billion. It has been an
independent firm since its spinoff in 1998 after Dillon Read was acquired by Swiss Bank
Corporation (a predecessor to UBS AG). Saratoga is an
alternative asset investment manager led by its Managing Directors,
Christian Oberbeck, Richard Petrocelli and Charles Phillips.
Forward-Looking Statements
This press release may contain certain forward-looking
statements, including statements with regard to the proposed common
Stock Purchase Agreement and other actions described in this press
release. Words such as "intends," "believes," "expects,"
"projects," and "future" or similar expressions are intended to
identify forward-looking statements. These forward-looking
statements are subject to risks and uncertainties, including the
satisfaction of the conditions of the proposed transactions
contemplated by the Stock Purchase Agreement, and other factors
enumerated in the filings GSC Investment Corp. makes with the SEC.
GSC Investment Corp. undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
ADDITIONAL INFORMATION ABOUT THE RECAPITALIZATION PLAN AND
WHERE TO FIND IT
A copy of the definitive proxy statement of the Company and
other materials have been filed with the SEC. INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT
AND THESE OTHER MATERIALS CAREFULLY BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED
TRANSACTIONS. Investors and security holders may obtain a
free copy of the definitive proxy statement and other documents
filed by the Company with the SEC at the SEC's website at
www.sec.gov or under the Investor Relations section of the
Company's website at www.gscinvestmentcorp.com.
The Company and its directors, executive officers and other
members of its management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders
in connection with the proposed transaction. Information
concerning the interests of the Company's participants in the
solicitation is set forth in the Company's definitive proxy
statement relating to the proposed transactions.
Contact:
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Debbie Lombardi
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GSC Group
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973-593-5438
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John Ferguson
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Morrow & Co., LLC
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203-658-9400
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SOURCE GSC Investment Corp.