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): July 31,
2009
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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
8.01. Other Events
In our
earnings release for the quarter ended May 31, 2009, GSC Investment Corp.
announced that, as of June 30, 2009, we had a borrowing base deficiency under
our credit agreement and that, if the borrowing base deficiency was not cured
within 30 days, an event of default under our credit facility would occur. As of
July 30, the borrowing base deficiency has not been cured and an event of
default has occurred.
Upon the
occurrence of an event of default, the credit facility lender has the right to
accelerate repayment of the outstanding indebtedness and to foreclose and
liquidate the pledged collateral. Acceleration of the outstanding indebtedness
and/or liquidation of the collateral would have a material adverse effect on our
liquidity, financial condition and operations.
Our
credit facility currently bears interest at the commercial paper rate plus 4.00%. During
the continuance of an event of default, the interest rate on the outstanding
borrowings under the credit facility will be increased as follows:
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1.
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if
the loan is being funded through the issuance of commercial
paper, the greater of the commercial paper rate and the
lender’s prime rate plus the
applicable margin of 4.00% (until March 2010) or 5.00% (thereafter) plus a default
rate of 2.00% or
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2.
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if
the loan is not being funded through the issuance of commercial paper, the
greater of LIBOR and the lender’s prime rate plus the
applicable margin of 6.00% plus a default
rate of 3.00%.
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As of the
date hereof, the lender has not accelerated the outstanding indebtedness under
the credit facility. We are discussing the event of default with our lender, but
there is no assurance that such discussions will result in a favorable outcome
for the company. As we have previously announced, we have retained the
investment banking firm of Stifel, Nicolaus & Company to help identify and
evaluate strategic and financing opportunities and we are actively considering
and evaluating opportunities to maximize long-term shareholder
value.
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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July
31, 2009
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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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