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GSVC > SEC Filings for GSVC > Form 8-K on 7-Jan-2014All Recent SEC Filings

Show all filings for GSV CAPITAL CORP.



Entry into a Material Definitive Agreement, Creation of a Direct Financial Obli

Item 1.01 Entry into a Material Definitive Agreement.

GSV Capital Corp. ("GSVC") has entered into a Loan and Security Agreement (the "Loan Agreement"), effective December 31, 2013, between GSVC and Silicon Valley Bank to provide GSVC with a new $18 million senior secured credit facility (the "Credit Facility"). Under the Credit Facility, GSVC is permitted to borrow an amount equal to the lesser of $18 million or 20% of GSVC's then-current net asset value.

The Credit Facility, among other things, matures on December 31, 2016, and bears interest at a per annum rate equal to the greater of (i) the prime rate plus 4.75% and (ii) 8.0%. In addition, a fee of $180,000 per annum (1.0% of the $18 million revolving line of credit) is charged under the Loan Agreement. Under the Loan Agreement, GSVC has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. The Loan Agreement includes usual and customary events of default for credit facilities of this nature, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to certain other indebtedness, bankruptcy, change of control, and the occurrence of a material adverse effect.

The Credit Facility is secured by all of GSVC's property and assets, except for GSVC's assets pledged to secure certain obligations in connection with GSVC's issuance, in September 2013, of its 5.25% convertible senior notes due 2018 pursuant to an indenture, dated as of September 17, 2013, and, as provided for in the Loan Agreement, as may be pledged in connection with any GSVC future issuance of convertible senior notes on substantially similar terms.

Borrowing under the Credit Facility is subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended. In addition, under the Loan Agreement, and as provided for therein, GSVC has agreed not to incur certain additional permitted indebtedness in an aggregate amount exceeding 50% of GSVC's then-applicable net asset value.

The description above is only a summary of the material provisions of the Credit Facility and is qualified in its entirety by reference to the form of the Loan Agreement, which is attached as Exhibit 10.1 to this current report on Form 8-K and is 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.

The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit No.     Description

10.1            Loan and Security Agreement between GSV Capital Corp. and Silicon
                Valley Bank, dated as of December 31, 2013.

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