Business Context and Reporting Period
This Form 8-K is a current report filed by GSV Growth Credit Fund Inc. (the "Company") on January 26, 2017, regarding events that occurred on January 20, 2017, and January 25, 2017. The filing addresses significant changes to the composition of the Company's Board of Directors.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance changes. However, it references a $125.0 million capital commitment from OCM Growth Holdings, LLC ("OCM") made in connection with a stockholder agreement dated December 15, 2016.
Material Changes Versus Prior Period
- Board Resignation: Robert Greifeld resigned as a member of the Board of Directors effective January 20, 2017. He previously served as Chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee. The resignation was not due to any disagreement with the Company.
- Board Expansion: On January 25, 2017, the Board increased the number of directors from three to five.
- New Appointments:
- Lewis W. Solimene, Jr.: Appointed to fill the vacancy left by Mr. Greifeld. He was named Chair of the Audit Committee and a member of the Nominating Committee.
- Julie Persily: Appointed as a new director and member of both the Audit and Nominating Committees.
- Brian Laibow: Appointed as a new director pursuant to a stockholder agreement with OCM. He is an "interested person" of the Company and serves on the Board of Managers of the investment adviser.
Guidance, Outlook, and Risks
The filing does not contain financial guidance, outlook, or management commentary regarding future performance. It notes that Mr. Greifeld intends to be appointed to the Board of Managers of the Company's investment adviser, GSV Growth Credit LLC. The appointment of Mr. Laibow is tied to OCM maintaining a capital commitment or shareholding equal to at least 33.3% of the OCM Commitment ($125.0 million).
Key Facts for Investor Verification
- Verify the impact of the Board expansion and committee reassignments on the Company's governance structure.
- Confirm the status of the $125.0 million capital commitment from OCM Growth Holdings, LLC and its effect on Mr. Laibow's continued board seat.
- Review the compensation arrangements for new directors Mr. Solimene and Ms. Persily as described in the Company's Form 10 Registration Statement.
- Check for any subsequent filings regarding the transition of duties from Mr. Greifeld to Mr. Solimene as Chair of the Audit Committee.