Amended Tender Offer Statement by Issuer (sc To-i/a)
September 07 2022 - 6:02AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on September 6, 2022
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
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.
þ 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: þ
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)
AMENDMENT NO. 1 SCHEDULE TO
This Amendment No. 1 (this
“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the U.S. Securities
and Exchange Commission on August 8, 2022 (the “Schedule TO”), which relates to the tender offer by SuRo Capital Corp., a
Maryland corporation (the “Company”), to purchase for cash up to 2,000,000 shares of its common stock, $0.01 par value per
share, 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 was made pursuant to the terms and subject to the conditions set forth in the Offer to Purchase, dated
August 8, 2022 (the “Offer to Purchase”) and in the Letter of Transmittal (the “Letter of Transmittal”), which
together constitute the “Tender Offer”.
All information in the Tender
Offer, including all schedules and annexes thereto that were previously filed with the Schedule TO, is hereby expressly incorporated by
reference into this Amendment No. 1, except that such information is hereby amended and supplemented to the extent specifically provided
for herein and to the extent amended and supplemented by the exhibits filed herewith.
Item 11. |
Additional Information. |
Item 11 of the Schedule TO
is hereby amended and supplemented by adding the following:
“On September 6, 2022,
the Company issued a press release announcing the final results of the Tender Offer, which expired at 5:00 P.M., Eastern Time, on
September 2, 2022. A copy of the press release is filed as Exhibit (a)(5)(i) to this Schedule TO and is incorporated herein by reference.”
Item 12 of the Schedule
TO is hereby amended and supplemented by adding the following exhibit to the exhibit index:
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: September 6, 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.). |
(a)(5)(ii) |
|
Press release announcing
final results of the Tender Offer, dated September 6, 2022** |
(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) |
|
Equity Incentive Plan (Previously filed in connection
with the Registrant’s Registration Statement on Form S-8 (File No. 333-233755) filed on September 13, 2019, and incorporated
by reference herein.) |
107 |
|
Filing Fee Table.* |
* Previously filed with the Schedule TO on August 8, 2022.
** Filed herewith.
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