Current Report Filing (8-k)
March 05 2021 - 04:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): March 3, 2021
SARATOGA INVESTMENT CORP.
(Exact Name of Registrant as Specified
in Charter)
Maryland
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814-00732
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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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535 Madison Avenue
New York, New York
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10022
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code (212) 906-7800
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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☐
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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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Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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SAR
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New York Stock Exchange
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6.25% Notes due 2025
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SAF
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New York Stock Exchange
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7.25% Notes due 2025
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SAK
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New York Stock Exchange
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On March 3, 2021,
Saratoga Investment Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
by and among the Company, Saratoga Investment Advisors, LLC and Raymond James & Associates, Inc., as representative of
each of the several underwriters named in Exhibit A thereto, in connection with the issuance and sale of $50.0 million aggregate
principal amount of the Company’s 4.375% Notes due 2026 (the “Offering”). The closing of the Offering is expected
to occur on March 10, 2021, subject to customary closing conditions.
The Offering was
made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-227116) previously
filed with the Securities and Exchange Commission (the “SEC”), as supplemented by a preliminary prospectus supplement
dated March 3, 2021, a final prospectus supplement dated March 3, 2021, and the pricing term sheet filed with the SEC on March
3, 2021. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities,
nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The foregoing description
of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of
the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by
reference herein.
Item 2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information
set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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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SARATOGA INVESTMENT CORP.
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Date: March 5, 2021
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By:
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/s/ Henri J. Steenkamp
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Name:
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Henri J. Steenkamp
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Title:
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Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary
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