As filed with the Securities and Exchange Commission
on August 8, 2022
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
SURO CAPITAL CORP.
(Name of Subject Company (Issuer))
SURO CAPITAL CORP.
(Names of filing Persons (Offeror and Issuer))
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
86887Q109
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Mark D. Klein
Chief Executive Officer and President
SuRo Capital Corp.
640 Fifth Avenue
12th Floor
New York, NY 10019
(212) 931-6331
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing person)
Copies to:
Steven B. Boehm, Esq.
Payam Siadatpour, Esq.
Eversheds Sutherland (US) LLP
700 Sixth Street,
N.W.
Washington, D.C. 20001
202-383-0100
¨ Check the box
if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
¨ Third-party
tender offer subject to Rule 14d-1.
x Issuer tender
offer subject to Rule 13e-4.
¨ Going-private
transaction subject to Rule 13e-3.
¨ Amendment to
Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the
appropriate rule provision(s) relied upon:
¨
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
¨
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
SCHEDULE TO
This Tender Offer Statement
on Schedule TO (the “Schedule TO”) relates to the tender offer by SuRo Capital Corp., a Maryland corporation (the “Company”),
to purchase for cash up to approximately 2,000,000 shares of its common stock, $0.01 par value per share (the “shares”), at
a price per share of not less than $6.00 and not more than $7.00 in cash, less any applicable withholding taxes and without interest.
The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 8,
2022 (as amended or supplemented from time to time, the “Offer to Purchase”), a copy of which is filed herewith as Exhibit (a)(1)(A),
in the accompanying Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal”), a copy
of which is filed herewith as Exhibit (a)(1)(B), which together constitute the “Tender Offer”. Additional documents relating
to the Tender Offer are filed as Exhibits (a)(1)(A), (a)(1)(B), (a)(1)(C), (a)(1)(D), (a)(5), (d)(1) and (d)(2). The
information contained in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of
the items of this Schedule TO as more particularly described below.
Item 1. Summary Term Sheet.
Reference is made to the information
set forth under “Summary Term Sheet” in the Offer to Purchase, which is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address. The
name of the issuer is SuRo Capital Corp. The address and telephone number of the Company is set forth under Item 3.
(b) Securities. The
subject securities are the Company’s shares of common stock, par value $0.01 per share. As of August 5, 2022, there are 30,325,187
shares of common stock outstanding.
(c) Trading Market
and Price. Reference is made to the information set forth in the Offer to Purchase under Section 8 (“Price
Range of Shares; Dividends”), which is incorporated herein by reference.
Item 3. Identity and Background of Filing
Person.
The name of the issuer is
SuRo Capital Corp., an internally managed, non-diversified closed-end investment company that has elected to be regulated as a business
development company under the Investment Company Act of 1940, as amended (the “1940 Act”), and is incorporated in the State
of Maryland; the address of its principal executive office is 640 Fifth Avenue, 12th Floor, New York, New York, 10019 and its telephone
number is (212) 931-6331. Its internet address is www.surocap.com. Reference is made to the information set forth in the Offer
to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”),
which is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) Reference is made
to the information set forth in the Offer to Purchase under the following headings, with such information being incorporated herein by
reference:
Summary Term Sheet;
Introduction;
Section 1 — Number of
Shares; Proration;
Section 2 — Purpose of
the Tender Offer; Certain Effects of the Tender Offer;
Section 3 — Procedures
for Tendering Shares;
Section 4 — Withdrawal
Rights;
Section 5 — Purchase
of Shares and Payment of Purchase Price;
Section 6 — Conditional
Tender of Shares;
Section 7 — Conditions
of the Tender Offer;
Section 11 — Interest
of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares;
Section 13 — Certain
U.S. Federal Income Tax Consequences; and
Section 14 — Extension
of the Tender Offer; Termination; Amendment.
(b) See “Section 2 — Purpose
of the Tender Offer; Certain Effects of the Tender Offer” and “Section 11 —Interest of Directors and Executive
Officers; Transactions and Arrangements Concerning the Shares” of the Offer to Purchase.
Item 5. Past Contacts, Transactions, Negotiations
and Agreements.
Reference is made to the information
set forth under Section 11 “Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”
in the Offer to Purchase, which is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans
or Proposals.
(a) Purposes. Information
regarding the purpose of the transaction is incorporated herein by reference from the Offer to Purchase under heading “Section 2 — Purpose
of the Tender Offer; Certain Effects of the Tender Offer.”
(b) Use of Securities
Acquired. Information regarding the treatment of shares acquired pursuant to the offer is incorporated by reference
from the Offer to Purchase under the heading “Section 2 — Purpose of the Tender Offer; Certain Effects
of the Tender Offer.”
(c) Plans. Information
regarding any plans or proposals is incorporated herein by reference from the Offer to Purchase under the headings “Section 2 — Purpose
of the Tender Offer; Certain Effects of the Tender Offer” and “Section 11 — Interest of Directors
and Executive Officers; Transactions and Arrangements Concerning the Shares.”
Item 7. Source and Amount of Funds or Other
Consideration.
(a) Source of Funds. Information
regarding the source of funds is incorporated herein by reference from the Offer to Purchase under the heading “Section 9 — Source
and Amount of Funds.”
(b) Conditions. There
are no material conditions to the financing discussed in paragraph (a) above. In the event the primary financing plans fall through,
the Company does not have any alternative financing arrangements or alternative financing plans.
(c) Borrowed Funds. Information
regarding borrowed funds is incorporated herein by reference from the Offer to Purchase under the heading “Section 9 — Source
and Amount of Funds.”
Item 8. Interest in Securities of the Subject
Company.
(a) Securities Ownership. The
information under the heading “Section 11 — Interests of Directors and Executive Officers; Transactions
and Arrangements Concerning the Shares” in the Offer to Purchase is incorporated herein by reference.
(b) Securities Transactions. The
information under the heading “Section 11 — Interests of Directors and Executive Officers; Transactions
and Arrangements Concerning the Shares” in the Offer to Purchase is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed,
Compensated or Used.
(a) Solicitations
or Recommendations. The information under the headings “Summary Term Sheet” and “Section 15 — Fees
and Expenses; Information Agent; Depositary; in the Offer to Purchase” is incorporated herein by reference.
Item 10. Financial Statements.
Not applicable.
Item 11. Additional Information.
(a) Agreement, Regulatory
Requirements and Legal Proceedings. Reference is made to the information set forth under “Section 2 — Purpose
of the Tender Offer; Certain Effects of the Tender Offer”; under “Section 10 —Certain Information Concerning
Us”; under “Section 11 — Interest of Directors and Executive Officers; Transactions and Arrangements
Concerning the Shares”; and under “Section 12 — Legal Matters; Regulatory Approvals” in the
Offer to Purchase, which is incorporated herein by reference. To the knowledge of the Company, no material legal proceedings relating
to the Tender Offer are pending. The Company will amend this Schedule TO to reflect material changes to information incorporated
by reference in the Offer to Purchase to the extent required by Rule 13e-4(d)(2) promulgated under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”).
(b) Not applicable.
(c) Other Material
Information. The information set forth in the Offer to Purchase and the Letter of Transmittal, copies of which are
filed herewith as Exhibits (a)(1)(A) and (a)(1)(B), respectively, as each may be amended or supplemented from time to time, is incorporated
herein by reference. The Company will amend this Schedule TO to include documents that the Company may file with the Securities and Exchange
Commission after the date of the Offer to Purchase pursuant to Sections 13(a), 13(c), or 14 of the Exchange Act and prior to the
expiration of the Offer to the extent required by Rule 13e-4(d)(2) promulgated under the Exchange Act.
Item 12. Exhibits.
EXHIBIT |
|
|
NUMBER |
|
DESCRIPTION |
(a)(1)(A) |
|
Offer to Purchase, August 8, 2022. |
(a)(1)(B) |
|
Form of Letter of Transmittal. |
(a)(1)(C) |
|
Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated August 8, 2022. |
(a)(1)(D) |
|
Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated August 8, 2022. |
(a)(2) |
|
None. |
(a)(3) |
|
Not applicable. |
(a)(4) |
|
Not applicable. |
(a)(5) |
|
Press release announcing the Tender Offer, dated August 3, 2022 (Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852) filed on August 3, 2022, and incorporated by reference herein.). |
(b) |
|
Not applicable. |
(d)(1) |
|
Dividend Reinvestment Program (Previously filed in connection with the Registrant’s Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-171578) filed on March 30, 2011, and incorporated by reference herein.) |
(d)(2) |
|
Amended and Restated 2019 Equity Incentive Plan (Previously filed in connection with the Registrant’s Registration Statement on Form S-8 (File No. 333-239662) filed on July 2, 2020, and incorporated by reference herein.) |
(g) |
|
Not applicable. |
(h) |
|
Not applicable. |
107 |
|
Filing Fee Table. |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 8, 2022.
|
SURO CAPITAL CORP. |
|
|
|
/s/ Mark D. Klein |
|
Name: Mark D. Klein |
|
Title: Chief Executive Officer and President |
Exhibit Index
EXHIBIT |
|
|
NUMBER |
|
DESCRIPTION |
(a)(1)(A) |
|
Offer to Purchase, August 8, 2022. |
|
|
|
(a)(1)(B) |
|
Form of Letter of Transmittal. |
|
|
|
(a)(1)(C) |
|
Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated August 8, 2022. |
|
|
|
(a)(1)(D) |
|
Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated August 8, 2022. |
|
|
|
(a)(5) |
|
Press release announcing the Tender Offer, dated August 3, 2022 (Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852) filed on August 3, 2022, and incorporated by reference herein.). |
|
|
|
(d)(1) |
|
Dividend Reinvestment Program (Previously filed in connection with the Registrant’s Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-171578) filed on March 30, 2011, and incorporated by reference herein.) |
|
|
|
(d)(2) |
|
Amended and Restated 2019 Equity Incentive Plan (Previously filed in connection with the Registrant’s Registration Statement on Form S-8 (File No. 333-239662) filed on July 2, 2020, and incorporated by reference herein.) |
|
|
|
EX-FILING FEES |
|
Calculation of Filing Fee Table |
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