UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 Or 15(d) of The Securities Exchange Act of 1934
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Date
of report (Date of earliest event reported): April 15,
2008
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GSC
Investment Corp.
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(Exact
name of registrant
as
specified in charter)
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Maryland
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001-33376
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20-8700615
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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888
Seventh Ave, New York, NY 10019
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: (212) 884-6200
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N/A
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.02 Termination
of a Material Definitive Agreement.
On March 23, 2007 (the “Notification of
Fee Reimbursement”), GSCP (NJ), L.P., a Delaware limited partnership (the
“Adviser”), agreed to reimburse GSC Investment Corp., a Maryland corporation
(the “Company”), to the extent the operating expenses of the Company (other than
investment advisory and management fees and interest expense) exceeded 1.55% of
the Company’s net assets attributable to common stock for a term of twelve
months from the date thereof, and each twelve month period thereafter, unless
otherwise agreed by the Adviser and the Company. As noted most
recently in Part I, Item 2 in the Company’s Quarterly Report for the quarterly
period ended November 30, 2007 (“Management’s Discussion and Analysis of
Financial Condition and Results of Operations––Overview––Expenses”), the Company
expected this reimbursement agreement to be terminated at the end of its first
twelve month term.
On April 15, 2008, as expected, the
Adviser and the Company agreed not to extend the Adviser's reimbursement
agreement, referred to above. A copy of the termination agreement is
attached hereto as Exhibit 99.1, the text of which is incorporated by reference
herein.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
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| 99.1 | Agreement Terminating Fee Reimbursement |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GSC
Investment Corp.
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Date:
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April
17, 2008
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By:
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/s/
David L. Goret
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Name:
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David
L. Goret
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Title:
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Vice
President and Secretary
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Exhibit
99.1
AGREEMENT
TERMINATING FEE REIMBURSEMENT
AGREEMENT, made as of April
15, 2008 by GSCP (NJ), L.P., a Delaware limited partnership (the “Adviser”), to GSC Investment
Corp., a Maryland corporation (the “Company”).
WITNESSETH:
WHEREAS, the Adviser entered
into an investment management and advisory agreement with the Company dated
March 21, 2007 to manage the portfolio of assets held by the Company, and an
administration agreement dated March 21, 2007 to provide administrative services
to the Company;
WHEREAS, by notification dated
as of March 23, 2007 (the “Notification of Fee
Reimbursement”), the Adviser voluntarily agreed to reimburse the Company
to the extent the operating expenses of the Company (other than investment
advisory and management fees and interest expense) exceeded 1.55% of the
Company’s net assets attributable to common stock for a term of twelve months
from the date thereof, and each twelve month period thereafter, unless otherwise
agreed by the Adviser and the Company; and
WHEREAS, the Adviser and the
Company wish to terminate such voluntarily reimbursement after the expiration of
the initial twelve month term thereof;
NOW, THEREFORE, the Adviser
and the Company hereby agree that the obligation of the Adviser to reimburse the
operating expenses of the Company pursuant to the Notification of Fee
Reimbursement shall be terminated effective as of March 23, 2008.
(signature
page to follow)
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the day and
year first above written.
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GSCP
(NJ), L.P.
By:
GSCP (NJ), Inc., as its General Partner
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| /s/ David L. Goret | ||
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Name:
David L. Goret
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Title:
Senior Managing Director and Secretary
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GSC
INVESTMENT CORP.
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| /s/ Richard T. Allorto Jr. | ||
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Name:
Richard T. Allorto Jr.
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Title:
Chief Financial Officer
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