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Item 1.01
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Entry into a Material Definitive Agreement
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Amended and Restated Trademark License Agreement
On and effective March 12, 2019, GSV Capital
Corp. (the “Company”) and GSV Asset Management, LLC, the Company’s former external investment adviser (“GSV
Asset Management”), entered into an Amended and Restated Trademark License Agreement (the “License Agreement”)
in connection with termination of the Investment Advisory Agreement (as defined and described below in Item 1.02).
GSV Asset Management is the owner of the
trade name “GSV”, and other state or unregistered “GSV” marks, including the trading symbol “GSVC”
(collectively, the “Licensed Marks”). Pursuant to the License Agreement, GSV Asset Management granted the Company a
non-transferable, non-sublicensable, and non-exclusive right and license to use the Licensed Marks, solely in connection with the
operation of the Company’s existing business.
The term of the License Agreement commenced
on March 12, 2019 and shall continue for eighteen months, unless both parties mutually agree to extend the License Agreement for
an additional period. Pursuant to the License Agreement, the Company will pay GSV Asset Management a total amount equal to
$1,250,000.
The description above is only a summary
of the material provisions of the License Agreement and is qualified in its entirety by reference to the License Agreement, which
is attached as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference.
Consulting Agreement
On and effective March 12, 2019, the Company
and Michael T. Moe entered into a Consulting Agreement (the “Consulting Agreement”) for the purpose of assisting the
Company with certain transition services following the termination of the Investment Advisory Agreement and internalization of
the Company’s operating structure. Pursuant to the Consulting Agreement, Mr. Moe will provide certain transition services
to the Company related to the Company’s existing portfolio investments for which Mr. Moe previously had oversight in his
role as the Chief Executive Officer and Chief Investment Officer of GSV Asset Management, the Company’s former external investment
adviser. Such transition services will include providing information to the Company regarding such portfolio companies, including
as a member of a portfolio company’s board of directors, assisting with the transition of portfolio company board seats as
requested by the Company, making appropriate introductions to representatives of portfolio companies, and providing other similar
types of services that the Company may reasonably request.
The term of the Consulting Agreement commenced
on March 12, 2019 and will continue for eighteen months, unless both parties mutually agree to extend the Consulting Agreement
for an additional period. Pursuant to the Consulting Agreement, the Company will pay Consultant a total amount equal to $1,250,000.
The description above is only a summary
of the material provisions of the Consulting Agreement and is qualified in its entirety by reference to the Consulting Agreement,
which is attached as Exhibit 10.2 to this current report on Form 8-K and is incorporated herein by reference.
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Item 1.02
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Termination of Material Definitive Agreements
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Amended and Restated Investment Advisory Agreement
On and effective March 12, 2019, the Amended
and Restated Investment Advisory Agreement, dated March 8, 2013 (the “Investment Advisory Agreement”), by and between
the Company and GSV Asset Management, was terminated by mutual agreement of the parties thereto in connection with the Company’s
transition to an internally managed operating structure.
Prior to the internalization of the Company,
GSV Asset Management served as the Company’s external investment adviser pursuant to the Investment Advisory Agreement. Pursuant
to the terms of the Investment Advisory Agreement, the Company paid GSV Asset Management a fee for its services consisting of two
components — a base management fee and an incentive fee. The base management fee was calculated at an annual rate
of 2.00% of the Company’s gross assets (the Company’s total assets as reflected on its balance sheet with no deduction
for liabilities). The incentive fee was determined and payable in arrears as of the end of each calendar year (or upon termination
of the Investment Advisory Agreement, as of the termination date), and equaled the lesser of (i) 20% of the Company’s realized
capital gains during such calendar year, if any, calculated on an investment-by-investment basis, subject to a non-compounded preferred
return, or “hurdle” of 8.00% per year, and a “catch-up” feature, and (ii) 20% of the Company’s realized
capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized
capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive
fees.
Second Amended and Restated Administration Agreement
On and effective March 12, 2019, the Second
Amended and Restated Administration Agreement, dated April 3, 2017 (the “Administration Agreement”), by and between
the Company and GSV Capital Service Company, LLC (“GSV Capital Service Company”), was terminated by mutual agreement
of the parties in connection with the Company’s transition to an internally managed operating structure.
Prior to the internalization of the Company,
GSV Capital Service Company served as the Company’s external administrator and provided administrative services necessary
for the Company’s operations, including but not limited to, furnishing the Company with office facilities, equipment and
clerical, bookkeeping and record keeping services at such facilities, as well as providing the Company with certain other administrative
services, including, but not limited to, assisting the Company with determining and publishing its net asset value, overseeing
the preparation and filing of the Company’s tax returns and the printing and dissemination of reports to the Company’s
stockholders.
Under the Administration Agreement, the
Company did not pay any fees to GSV Capital Service Company but reimbursed GSV Capital Service Company for the Company’s
allocable portion of overhead and other expenses incurred by GSV Capital Service Company in performing its services under the Administration
Agreement, including, but not limited to, fees and expenses associated with performing compliance functions and the Company’s
allocable portion of rent and compensation of the Company’s President, Chief Financial Officer, Chief Compliance Officer
and other staff providing administrative services.