In October 2019, we completed a public debt offering of $38.8 million aggregate principal amount of
5.375% Notes due 2024 (the 2024 Notes), inclusive of the overallotment option exercised by the underwriters, for net proceeds of approximately $37.5 million after deducting underwriting discounts, commissions and offering expenses
borne by us. The 2024 Notes are traded under the ticker symbol GLADL on the Nasdaq Global Select Market (Nasdaq). The 2024 Notes and will mature on November 1, 2024 and may be redeemed in whole or in part at any time or
from time to time at the Companys option on or after November 1, 2021. The 2024 Notes bear interest at a rate of 5.375% per year, payable quarterly on February 1, May 1, August 1, and November 1 of each year (which
equates to approximately $2.1 million per year).
In November 2018, we completed a public debt offering of $57.5 million aggregate principal
amount of 6.125% Notes due 2023 (the 2023 Notes), inclusive of the overallotment option exercised by the underwriters, for net proceeds of $55.4 million after deducting underwriting discounts, commissions and offering expenses borne
by us. As of December 31, 2020, the 2023 Notes were traded under the ticker symbol GLADD on Nasdaq. On January 7, 2021, we voluntarily redeemed the 2023 Notes with an aggregate principal amount outstanding of $57.5 million. The
net redemption amount was $58.1 million inclusive of accrued interest through the date of redemption. The 2021 Notes would have otherwise matured on November 1, 2023.
The indenture relating to the 2026 Notes, the 2024 Notes and the 2023 Notes contains certain covenants, including (i) an inability to incur additional
debt or issue additional debt or preferred securities unless the Companys asset coverage meets the threshold specified in the 1940 Act after such borrowing, (ii) an inability to declare any dividend or distribution (except a dividend
payable in our stock) on a class of our capital stock or to purchase shares of our capital stock unless the Companys asset coverage meets the threshold specified in the 1940 Act at the time of (and giving effect to) such declaration or
purchase, and (iii) if, at any time, we are not subject to the reporting requirements of the Exchange Act, we will provide the holders of the 2026 Notes, the 2024 Notes, and the 2023 Notes, as applicable, and the trustee with audited annual
consolidated financial statements and unaudited interim consolidated financial statements.
The 2026 Notes, 2024 Notes, and 2023 Notes are recorded at the
principal amount, less discounts and offering costs, on our Consolidated Statements of Assets and Liabilities.
The fair value, based on the last
quoted closing price, of the 2023 Notes as of December 31, 2020 and September 30, 2020 was $58.3 million and $57.8 million, respectively. The fair value, based on the last quoted closing price, of the 2024 Notes as of
December 31, 2020 and September 30, 2020 was $40.0 million and $38.7 million, respectively. We consider the trading price of the 2024 Notes and 2023 Notes to be a Level 1 input within the ASC 820 hierarchy. The fair value,
based on a DCF analysis, of the 2026 Notes as of December 31, 2020 was $100.0 million. We consider the instrument to be Level 3 within the ASC 820 fair value hierarchy.
NOTE 6. MANDATORILY REDEEMABLE PREFERRED STOCK
In
September 2017, we completed a public offering of approximately 2.1 million shares of our Series 2024 Term Preferred Stock at a public offering price of $25.00 per share. The shares of our Series 2024 Term Preferred Stock were traded under the
ticker symbol GLADN on Nasdaq as of September 30, 2019.
On October 2, 2019, we voluntarily redeemed all 2,070,000 outstanding
shares of our Series 2024 Term Preferred Stock at a redemption price of $25.00 per share, which represents the liquidation preference per share, plus accrued and unpaid dividends through October 1, 2019 in the amount of $0.004166 per share, for
a total payment per share of $25.004166 and an aggregate redemption price of approximately $51.8 million. In connection with the voluntary redemption of our Series 2024 Term Preferred Stock, we incurred a loss on extinguishment of debt of
$1.4 million, which has been reflected in Realized loss on other in our accompanying Consolidated Statement of Operations and which is primarily comprised of the unamortized deferred issuance costs at the time of redemption.
NOTE 7. REGISTRATION STATEMENT AND COMMON EQUITY OFFERINGS
Our shelf registration statement permits us to issue, through one or more transactions, up to an aggregate of $300.0 million in securities, consisting of
common stock, preferred stock, subscription rights, debt securities and warrants to purchase common stock or preferred stock. As of December 31, 2020, we had the ability to issue up to an additional $124.8 million in securities under the
registration statement.
Common Stock Offerings
In
February 2019, we entered into an equity distribution agreement with Jefferies LLC (the Jefferies Sales Agreement) under which we have the ability to issue and sell, from time to time, up to an aggregate offering price of
$50.0 million shares of our common stock. During the three months ended December 31, 2020, we sold 923,542 shares of our common stock under the Jefferies Sales Agreement, at a weighted-average price of $8.11 per share and raised
$7.5 million of gross proceeds. Net proceeds, after deducting commissions and offering costs borne by us, were approximately $7.4 million. As of December 31, 2020, we had a remaining capacity to sell up to an additional
$13.6 million of our common stock under the Jefferies Sales Agreement.
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