SEC Division of Investment Management staff letter: Gladstone Investment Corporation

Stradley Ronon Stevens & Young, LLP
2000 K Street, N.W, Suite 700
Washington, DC 20006-1871
Telephone 202 822 9611
Fax 202 822 0140
STRADLEY
RONON www.stradley.com
1940 Act - Rule 23c-2
Deputy Director and Chief Counsel
Division of Investment Management
United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Dear Mr. Cellupica:
We are writing on behalf of Gladstone Investment Corporation (the "Company"), a closed-end management investment company that has elected to be regulated as a business development company ("BDC"). The Company respectfully requests that the Staff ofthe Division of Investment Management (the "Staff') ofthe U.S. Securities and Exchange Commission (the "Commission") confirm that it will not recommend enforcement action to the Commission against the Company for violations of Sections 63 and 23( c) ofthe Investment Company Act of 1940 (the "Act"), and Rule 23c-2 thereunder, ifthe Company files Form N-23C-2 with the Commission fewer than thirty days prior to, including on the same business day as, the Company's redemption of an entire class or series of its preferred shares. This letter seeks confirmation of oral no-action relief provided by the Staff to Eric S. Purple of Stradley Ronon Stevens & Young, LLP on August 10, 2018.
I. Background
In July of 2018, Gladstone Management Corporation, the Company's SEC registered investment adviser, saw an opportunity to refinance the Company's outstanding series of term preferred stock at a lower interest rate and longer maturity. At the end ofJuly 2018, the Company had outstanding two series ofcumulative term preferred stock: 1,656,000 shares of 6.75% Series B Cumulative Term Preferred Stock ("Series B") and 1,610,000 shares of 6.50% Series C Cumulative Term Preferred Stock ("Series C") (collectively, the "Prior Philadelphia, PA. Harrisburg, PA• Malvern, PA • Cherry H1II, NJ • Wilmington, DE• Washington, DC • New York, NY • Chicago, IL A Pennsylvania Limited Liability Partnership 7.MER ITAS LAW FIRMS WORLDWIDE 4326534v. ]