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GSC
Investment Corp.
500 Campus
Drive, Suite 220
Florham Park,
NJ 07932
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YOUR
IMMEDIATE ACTION IS REQUESTED
Please
Vote Your Shares for July 30
th
Special
Meeting Today!
July 22,
2010
Dear GSC Investment
Corp. Stockholder:
We
recently mailed to you proxy materials for the special meeting of stockholders
detailing the $55 million recapitalization plan of GSC Investment Corp. (“GNV”
or the “Company”) (NYSE: GNV). Your vote is extremely
important. Due to the fact that the Company is in default under its
existing credit facility, it is critical that we receive stockholders’ support
for the proposed recapitalization plan.
Because
not voting has the same effect as voting against the proposals to implement
important elements of the recapitalization plan, your inaction could negatively
affect your investment
.
If you have any
questions, please call your broker immediately or call Morrow & Co. toll
free at 800-607-0088 or by email at gsc@morrowco.com.
Leading
Independent Proxy Advisors Recommend
GSC
Investment Corp. Stockholders Vote ‘FOR’
All
Proposals
On
July 20
th
we
issued a public press release announcing that two major independent proxy
advisory firms, ISS Proxy Advisory Services & Glass Lewis, have both
recommended that GNV stockholders support the $55M recapitalization plan and
vote in favor of all of the proposals at the special meeting. ISS and
Glass Lewis are the leading independent proxy advisory firms and their voting
analyses and recommendations are relied upon by major institutional investment
funds, mutual funds and fiduciaries throughout the world.
In
recommending GNV stockholders support the proposals, ISS said:
“
We note that the company and its
advisors have conducted an extensive strategic review process to
determ
ine the most viable
option for the company given its liquidity needs, lack of superior financial
alternatives and the downside risk.
”
*
ISS
also
acknowledged that the
recapitalization
plan
allows stockholders to
participa
te in the future
growth of the C
omp
any
:
“
(The
recapitalization
plan
)
would permit the
company
’
s shareholders the
greatest opportunity to participate in the company's economic recovery on a
post-transaction basis
.”
*
In
its July 9
th
report,
Glass Lewis concluded that:
“…the
Proposed Agreement (Proposal 2) is in the best interests of shareholders, who
should directly benefit from the services and duties of Saratoga and the capital
infusion provided by Saratoga Partners (Proposal 1).”*
Where
You Can Find More Information
You can obtain more
detail about the issues by reading the definitive proxy statement and other
materials online at
http://ir.gscinvestmentcorp.com/special-proxy.cfm
.
How
to Vote
The voting
instruction form included with this letter contains a unique 12 digit control
number. You may use this control number to authorize by telephone or
Internet the vote of your shares by proxy.
With the
July 30
th
Special
Meeting now only a short time away, we encourage you to vote by telephone or
Internet today
.
Your vote is
needed, regardless of the number of shares you own. In the event that
two proxies are received from you, the one bearing the latest date will be
counted, as it automatically revokes all prior proxies.
Thank you for
voting.
On behalf of the
Board of Directors,
Seth M. Katzenstein
, Chief
Executive Officer
*
Permission to use quotations was neither sought nor obtained
If you have
questions or need assistance voting your shares, you should
contact:
Brokers
call collect: (203) 658-9400
Stockholders
call toll free: (800) 607-0088
E-mail:
GSC@morrowco.com