NEW YORK, June 25 /PRNewswire-FirstCall/ -- GSC Investment
Corp. (NYSE: GNV) (the "Company") announced today that it has filed
a definitive proxy statement for a special meeting of stockholders
to vote on two proposals in connection with the transactions
contemplated by the previously announced definitive stock purchase
agreement (the "Stock Purchase Agreement") among the Company,
Saratoga Investment Advisors, LLC ("Saratoga") and CLO Partners LLC ("CLO
Partners"). The special meeting of stockholders will be held at the
offices of Davis Polk & Wardwell
LLP, located at 450 Lexington Avenue, New
York, NY 10017, on July 30,
2010, at 10 a.m., local time.
The Company plans to commence the mailing of the notice of meeting
and the definitive proxy statement to stockholders on or around
June 30, 2010.
Stockholders of record as of the close of business on
May 31, 2010 will be entitled to vote
at the special meeting of stockholders. The Board of Directors of
the Company has unanimously determined that the transactions
contemplated by the Stock Purchase Agreement are in the best
interests of the Company and its stockholders, and recommends that
the Company's stockholders vote "FOR" the proposal to approve the
issuance of 9,868,422 shares of the Company's common stock for an
aggregate purchase price of approximately $15,000,000 at a price per share below the
current net asset value per share of such stock and "FOR" the
proposal to approve the Investment Advisory and Management
Agreement, pursuant to which Saratoga would be appointed as the Company's
new investment adviser, as set forth in the definitive proxy
statement.
Stockholders are encouraged to read the Company's definitive
proxy materials in their entirety as they provide, among other
things, a detailed discussion of the process that led to the Stock
Purchase Agreement and reasons behind the Company's Board of
Directors' unanimous recommendation. Stockholders with questions
about the Stock Purchase Agreement and the transactions
contemplated thereby, or who need assistance in submitting their
proxy or voting their shares, should contact the Company's proxy
solicitor, Morrow & Co., LLC, toll-free at (800) 607-0088 or at
(203) 658-9400.
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 Transactions 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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SOURCE GSC Investment Corp.