UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
|
GSC
Investment Corp.
|
|
(Name
of Issuer)
|
|
Common
Stock, $0.0001 par value
|
|
(Title
of Class of Securities)
|
|
362493
10 8
|
|
(CUSIP
Number)
|
|
December
31, 2008
|
|
(Date
of Event which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
|
o
|
Rule
13d-1(b)
|
|
o
|
Rule
13d-1(c)
|
|
x
|
Rule
13d-1(d)
|
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 362493 10 8 |
13G
|
|
1
|
NAMES
OF REPORTING PERSONS
GSC
CDO III, L.L.C.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
995,798
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
995,798
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
995,798
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.0%
|
|
|
12
|
TYPE
OF REPORTING PERSON
OO
|
2
| CUSIP No. 362493 10 8 |
13G
|
|
1
|
NAMES
OF REPORTING PERSONS
GSCP
(NJ) Holdings, L.P.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
995,798
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
995,798
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
995,798
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.0%
|
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
3
| CUSIP No. 362493 10 8 |
13G
|
|
1
|
NAMES
OF REPORTING PERSONS
GSCP
(NJ), Inc.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
995,798
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
995,798
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
995,798
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.0%
|
|
|
12
|
TYPE
OF REPORTING PERSON
CO
|
4
| CUSIP No. 362493 10 8 |
13G
|
|
1
|
NAMES
OF REPORTING PERSONS
GSC
Group, Inc.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
995,798
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
995,798
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
995,798
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.0%
|
|
|
12
|
TYPE
OF REPORTING PERSON
CO
|
5
| CUSIP No. 362493 10 8 |
13G
|
|
1
|
NAMES
OF REPORTING PERSONS
GSC
Active Partners Holdings, L.P.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
995,798
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
995,798
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
995,798
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.0%
|
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
6
| CUSIP No. 362493 10 8 |
13G
|
|
1
|
NAMES
OF REPORTING PERSONS
GSC
Active Partners, Inc.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
995,798
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
995,798
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
995,798
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.0%
|
|
|
12
|
TYPE
OF REPORTING PERSON
CO
|
7
| CUSIP No. 362493 10 8 |
13G
|
|
1
|
NAMES
OF REPORTING PERSONS
Greenwich
Street Capital Partners II, L.P.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
995,798
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
995,798
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
995,798
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.0%
|
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
8
|
Item
1(a).
|
Name
of Issuer:
|
GSC
Investment Corp., a Maryland corporation the (“Issuer”).
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
888
Seventh Ave., New York, New York, 10019
|
Item
2(a).
|
Name
of Person Filing:
|
This
statement is filed jointly on behalf of the persons identified below. In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), each person filing this statement acknowledges
that it is responsible for the completeness and accuracy of the information
concerning that person but is not responsible for the completeness or accuracy
of the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is
inaccurate.
GSC CDO
III, L.L.C
GSCP (NJ)
Holdings, L.P.
GSCP
(NJ), Inc.
GSC
Group, Inc.
GSC
Active Partners Holdings, L.P.
GSC
Active Partners, Inc.
Greenwich
Street Capital Partners II, L.P.
Each of
the above persons is referred to herein as a “Reporting Person” and collectively
as the “Reporting Persons”. The Reporting Persons are filing
this Schedule 13G jointly pursuant to a Joint Filing Agreement attached hereto
as Exhibit A.
|
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence:
|
The
principal business office address for each Reporting Person is:
888
Seventh Ave.
New York,
New York, 10019
|
Item
2(c).
|
Citizenship:
|
Incorporated
by reference to Item 4 of each Reporting Person’s respective cover
page.
|
Item
2(d).
|
Title
of Class of Securities:
|
Common
Stock, $0.0001 par value.
|
Item
2(e).
|
CUSIP
Number:
|
362493 10
8
|
Item
3.
|
If
this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is
a:
|
|
(a)
|
o |
Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o);
|
|
(b)
|
o |
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c);
|
9
|
(c)
|
o |
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c);
|
|
(d)
|
o |
Investment
company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
|
|
(e)
|
o |
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
o |
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
o |
A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
o |
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
o |
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
|
|
(j)
|
o |
A
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
o |
Group,
in accordance with
§240.13d-1(b)(1)(ii)(K).
|
If filing
as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please
specify the type of institution: _________________________.
|
Item
4.
|
Ownership.
|
The
filing of this statement should not be construed as an admission by any person
that such person is, for purposes of Section 13(d) or 13(g) of the Exchange Act,
the beneficial owner of any securities covered by this statement, other than the
securities set forth opposite such person’s name in the table in Item 4(c)
below.
(a)
Amount beneficially owned:
GSC CDO
III, L.L.C. is a single member Delaware limited liability company (“GSC CDO
III”). The single member of GSC CDO III is GSCP (NJ) Holdings, L.P.,
a Delaware limited partnership (“GSCP Holdings”). GSCP
(NJ), Inc., a Delaware corporation (“GSCP Inc”), is the general partner of GSCP
Holdings. GSC Group, Inc., a Delaware corporation (“GSC Group”), owns
all of the limited partnership interests of GSCP Holdings and all of the issued
and outstanding shares of GSCP Inc. Through the ownership of 100% of
the Class A Common Stock of GSC Group, GSC Active Partners Holdings, L.P., a
Delaware limited partnership (“GSC Active Holdings”), holds a majority of the
dividend interest and the voting interest in GSC Group. GSC Active
Partners, Inc., a Delaware corporation (“GSC Active”), is the general partner of
GSC Active Holdings. Greenwich Street Capital Partners II,
L.P., a Delaware limited partnership, is managed by GSCP (NJ), L.P. (“GSCP LP”),
a Delaware limited partnership. GSCP LP is the manager and
administrator of the Issuer. Each of the Reporting Persons may be
deemed to be the beneficial owner of 995,798 shares of common stock of the
Issuer by virtue of its relationship with the record owner of said shares of
common stock as described herein.
Each
Reporting Person disclaims beneficial ownership of the reported securities
except and to the extent of its or his pecuniary interest therein.
(b)
Percent of class:
See item
11 to Cover Pages on this Schedule 13G. All percentages are based on
8,291,384 shares of common stock issued and outstanding reported as of January
9, 2009, as reported on Form 10-Q filed with the SEC by the Issuer for the
quarter ended November 30, 2008.
(c) Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote:
10
See item 5 to Cover Pages on this Schedule 13G.
(ii)
Shared power to vote or to direct the vote:
See item 6 to Cover Pages on this Schedule 13G.
(iii) Sole
power to dispose or to direct the disposition of:
See item 7 to Cover Pages on this Schedule 13G.
(iv)
Shared power to dispose or to direct the disposition of:
See item 8 to Cover Pages on this Schedule 13G.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following. o
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Not
applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
|
Not
applicable.
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
Not
applicable.
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
applicable.
|
Item
10.
|
Certifications.
|
Not
applicable.
Exhibits
and Schedules.
Exhibit
A Joint Filing Agreement,
dated February 13, 2009, by and among the Reporting Persons.
Exhibit
B Power of attorney
dated February 13, 2008.
Exhibit
C Power of attorney dated
February 13, 2009.
11
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
February 13, 2009
|
GSC
CDO III, L.L.C.
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
|
||
|
Title:
|
Attorney-in-fact
|
||
|
GSCP
(NJ) Holdings, L.P.
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
|
||
|
Title:
|
Attorney-in-fact
|
||
|
GSCP
(NJ), Inc.
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
|
||
|
Title:
|
Attorney-in-fact
|
||
|
GSC
Group, Inc.
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
|
||
|
Title:
|
Attorney-in-fact
|
||
|
GSC
Active Partners Holdings, L.P.
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
|
||
|
Title:
|
Attorney-in-fact
|
||
|
GSC
Active Partners, Inc.
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
|
||
|
Title:
|
Attorney-in-fact
|
||
|
Greenwich
Street Capital Partners II, L.P.
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
|
||
|
Title:
|
Attorney-in-fact
|
||
12
Exhibit
A
SCHEDULE
13G JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, each of the persons named below
agrees to the joint filing of a Statement on Schedule 13G (including amendments
thereto) with respect to the common stock, $0.0001 par value, of GSC Investment
Corp., a Maryland corporation, and further agrees that this Joint Filing
Agreement be included as an exhibit to such filings provided that, as
contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the
completeness or accuracy of the information concerning the other persons making
the filing, unless such person knows or has reason to believe that such
information is inaccurate.
This Agreement may be executed in two
or more counterparts, any one of which need not contain the signature of more
than one party, but all such parties taken together will constitute part of this
Agreement.
In evidence thereof, the undersigned,
being duly authorized, hereby execute this Agreement this February 13,
2009.
|
GSC
CDO III, L.L.C.
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
|
||
|
Title:
|
Attorney-in-fact
|
||
|
GSCP
(NJ) Holdings, L.P.
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
|
||
|
Title:
|
Attorney-in-fact
|
||
|
GSCP
(NJ), Inc.
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
|
||
|
Title:
|
Attorney-in-fact
|
||
|
GSC
Group, Inc.
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
|
||
|
Title:
|
Attorney-in-fact
|
||
|
GSC
Active Partners Holdings, L.P.
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
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Title:
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Attorney-in-fact
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GSC
Active Partners, Inc.
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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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||
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Title:
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Attorney-in-fact
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Greenwich
Street Capital Partners II, L.P.
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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:
|
Attorney-in-fact
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||
2
Exhibit
B
Power of
Attorney
Know all men by these presents, that
the undersigned hereby constitutes and appoints each of Thomas V. Inglesby,
David L. Goret and Richard T. Allorto, Jr., signing singly, the undersigned’s
true and lawful attorneys-in-fact to:
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1.
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execute
for and on behalf of the undersigned, in such undersigned’s capacity as a
beneficial owner of stock of GSC Investment Corp. (the "Company"), any
Schedule 13G or Schedule 13D, or any amendment thereto (collectively, the
"Schedules") in accordance with the Securities Exchange Act of 1934 and
the rules thereunder;
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|
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2.
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do
and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Schedules
and timely file such Schedules with the United States Securities and
Exchange Commission and any stock exchange or similar authority;
and
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|
|
3.
|
take
any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact’s
discretion.
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The undersigned hereby grants to each
such attorney-in-fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary or proper to be done in the
exercise of any rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned’s responsibilities to comply with the Securities Exchange Act of
1934.
This Power of Attorney shall remain in
full force and effect until the undersigned is no longer required to file
Schedules with respect to the undersigned’s holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
By execution of this Power of Attorney,
the undersigned hereby revokes any previous Power of Attorney executed in favor
of any other entity or entities, person or persons for the purposes described
herein.
IN WITNESS WHEREOF, the undersigned has
caused this Power of Attorney to be executed as of the 13th day of February,
2008.
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GSC
CDO Fund III, L.L.C.
By:
GSCP(NJ) Holdings, L.P., its sole member
By:
GSCP(NJ), Inc., its General Partner
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
|
||
|
Title:
|
Senior
Managing Director and Secretary
|
||
|
GSCP
(NJ) Holdings, L.P.
By:
GSCP(NJ), Inc., its General Partner
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
|
||
|
Title:
|
Senior
Managing Director and Secretary
|
||
|
GSCP
(NJ), Inc.
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
|
||
|
Title:
|
Senior
Managing Director and Secretary
|
||
|
GSC
Group, Inc.
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
|
||
|
Title:
|
Senior
Managing Director and Secretary
|
||
|
GSC
Active Partners Holdings, L.P.
By:
GSC Active Partners, Inc., its General Partner
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
|
||
|
Title:
|
Senior
Managing Director and Secretary
|
||
|
GSC
Active Partners, Inc.
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
|
||
|
Title:
|
Senior
Managing Director and Secretary
|
||
2
Exhibit
C
Power of
Attorney
Know all men by these presents, that
the undersigned hereby constitutes and appoints each of Seth M. Katzenstein,
David L. Goret and Richard T. Allorto, Jr., signing singly, the undersigned’s
true and lawful attorneys-in-fact to:
|
|
1.
|
execute
for and on behalf of the undersigned, in such undersigned’s capacity as a
beneficial owner of stock of GSC Investment Corp. (the "Company"), any
Schedule 13G or Schedule 13D, or any amendment thereto (collectively, the
"Schedules") in accordance with the Securities Exchange Act of 1934 and
the rules thereunder;
|
|
|
2.
|
do
and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Schedules
and timely file such Schedules with the United States Securities and
Exchange Commission and any stock exchange or similar authority;
and
|
|
|
3.
|
take
any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact’s
discretion.
|
The undersigned hereby grants to each
such attorney-in-fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary or proper to be done in the
exercise of any rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned’s responsibilities to comply with the Securities Exchange Act of
1934.
This Power of Attorney shall remain in
full force and effect until the undersigned is no longer required to file
Schedules with respect to the undersigned’s holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
By execution of this Power of Attorney,
the undersigned hereby revokes any previous Power of Attorney executed in favor
of any other entity or entities, person or persons for the purposes described
herein.
IN WITNESS WHEREOF, the undersigned has
caused this Power of Attorney to be executed as of the 13th day of February,
2009.
|
Greenwich
Street Capital Partners II, L.P.
By:
Greenwich Street Investments II, L.L.C., its General
Partner
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
|
||
|
Title:
|
Senior
Managing Director and Secretary
|
||
2