Filed pursuant to Rule 497
Registration Statement No. 333-228720
The information in this preliminary prospectus supplement is not
complete and may be changed. A registration statement relating to these securities has been filed with and declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not
an offer to sell and are not soliciting offers to buy these securities in any state where such offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 7, 2019
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus Dated
February 5, 2019)
$
% Notes due 2024
We are an
externally managed specialty finance company that provides capital to lower middle market U.S. businesses (which we generally define as companies with annual earnings before interest, taxes, depreciation and amortization (EBITDA) of
$3 million to $15 million). We operate as a closed-end, non-diversified management investment company and have elected to be treated as a business development
company (BDC) under the Investment Company Act of 1940, as amended (the 1940 Act). For federal income tax purposes, we have elected to be treated as a regulated investment company (RIC) under Subchapter M of the
Internal Revenue Code of 1986, as amended (the Code). Our investment objectives are to: (1) achieve and grow current income by investing in debt securities of established businesses that we believe will provide stable earnings and
cash flow to pay expenses, make principal and interest payments on our outstanding indebtedness and make distributions to stockholders that grow over time; and (2) provide our stockholders with long-term capital appreciation in the value of our
assets by investing in equity securities of established businesses that we believe can grow over time to permit us to sell our equity investments for capital gains.
We are offering $ million in aggregate principal amount
of % notes due 2024 (the Notes). The Notes will mature on November 1, 2024. We will pay interest on the Notes on February 1, May 1, August 1 and November 1 of each year, beginning on
November 1, 2019. We may redeem the Notes in whole or in part at any time or from time to time on or after , 2021, at the redemption price as
set forth under Description of the NotesOptional Redemption in this prospectus supplement. Holders of the Notes will not have the option to have the Notes repaid prior to November 1, 2024. The Notes will be issued in
minimum denominations of $25 and integral multiples of $25 in excess thereof.
The Notes will be our direct unsecured obligations and rank
equal in right of payment with all outstanding and future unsecured, unsubordinated indebtedness issued by us. Because the Notes will not be secured by any of our assets, they will be effectively subordinated to all of our existing and future
secured indebtedness (or any indebtedness that is initially unsecured as to which we subsequently grant a security interest) to the extent of the value of the assets securing such indebtedness. The Notes will be structurally subordinated to all
existing and future indebtedness and other obligations of any of our subsidiaries, since the Notes will be obligations exclusively of Gladstone Capital Corporation and not of any of our subsidiaries. The Notes will be senior in right of payment to
any existing or future outstanding series of our preferred stock. None of our subsidiaries is a guarantor of the Notes and the Notes will not be required to be guaranteed by any subsidiary we may acquire or create in the future.
We intend to list the Notes on the Nasdaq Global Select Market (Nasdaq) under the trading symbol GLADL. The Notes are
expected to trade flat, which means that purchasers will not pay, and sellers will not receive, any accrued and unpaid interest on the Notes that is not reflected in the trading price.
Investing in our Notes involves a high degree of risk, including the risk of leverage. Before buying any Notes, you should read the material risks described
in the Risk Factors section beginning on page S-12 of this prospectus supplement and beginning on page 13 of the accompanying prospectus.
THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENT AGENCY.
This prospectus supplement, the accompanying prospectus, any free writing prospectus, and the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus contain important information you should know before investing in our Notes, including information about risks. Please read these documents before you invest and
retain them for future reference. Additional information about us, including our annual, quarterly and current reports, has been filed with the Securities and Exchange Commission (the SEC), and can be accessed free of charge at its
website at www.sec.gov. This information is also available free of charge by calling us collect at (703) 287-5893 or on the investor relations section of our corporate website located at
www.gladstonecapital.com, which, except for the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, is not part of this prospectus supplement nor the accompanying prospectus. You may also call us
collect at this number to request other information or to make a shareholder inquiry. See Where You Can Find More Information on page S-38 of this prospectus supplement.
The SEC has not approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
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Per Note
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Total(2)
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Public offering price
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$
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$
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Sales load (underwriting discounts and commissions)
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$
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$
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Proceeds, before expenses, to us(1)
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$
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$
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(1)
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Total expenses of the offering payable by us, excluding underwriting discounts and commissions, are estimated to
be $ million. See Underwriting on page S-19 of this prospectus supplement.
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(2)
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We have granted the underwriters a 30-day option to purchase up to an
additional $ total aggregate principal amount of Notes offered by this prospectus supplement and the accompanying prospectus, solely to cover overallotments, if any, within 30 days from the date of
this prospectus supplement. If the underwriters exercise this option in full, the total public offering price will be $ , the total underwriting discount (sales load and commissions) paid by us will be
$ , and total proceeds, before expenses, will be $ .
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Delivery of the Notes in book-entry form only through The Depository Trust Company (DTC) will be made on or
about , 2019.
Joint
Book-Running Managers
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Janney Montgomery Scott
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Ladenburg Thalmann
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B. Riley FBR
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Co-Managers
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William Blair
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Wedbush Securities
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The date of this prospectus supplement
is , 2019