Amended Current Report Filing (8-k/a)
June 24 2020 - 11:52AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): June 24, 2020
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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☐
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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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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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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. ☐
Explanatory Note
This Current Report
on Form 8-K/A is being filed Saratoga Investment Corp. (the “Company”) as an amendment (the “Amendment”)
to the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission (the “SEC”) on
June 23, 2020 to disclose the Company entering into an underwriting agreement by and among the Company, Saratoga Investment Advisors,
LLC and Ladenburg Thalmann & Co. Inc., as representative of the several underwriters named in Schedule I thereto, in connection
with the issuance and sale of $37,500,000 aggregate principal amount of the Company’s 7.25% Notes due 2025 (the “Notes”
and the issuance of and sale of the Notes, the “Offering”). This Amendment is being filed to disclose the Company entering
into the Fourth Supplemental Indenture (as defined below) in connection with the Offering.
1.01.
Entry into a Material Definitive Agreement.
On June 24, 2020, the
Company and U.S. Bank National Association (the “Trustee”), entered into a Fourth Supplemental Indenture (the “Fourth
Supplemental Indenture”) to the indenture, dated May 10, 2013, between the Company and the Trustee (the “Base Indenture”;
and together with the Fourth Supplemental Indenture, the “Indenture”). The Fourth Supplemental Indenture relates to
the Company’s issuance of the Notes.
The Notes bear interest
at a rate of 7.25% per year. The Notes will mature on June 30, 2025. The Company will
pay interest on the Notes on February 28, May 31, August 31 and November 30 each year, beginning on August 31, 2020.
The Company may redeem the Notes in whole or in part at any time, or from time to time on or after June 24, 2022, at the redemption
price of par, plus accrued interest.
The Company intends
to use all of the net proceeds from the sale of the Notes to make investments in middle-market companies (including investments
made through Saratoga Investment Corp. SBIC LP and Saratoga Investment Corp. SBIC II LP, each a wholly owned subsidiary of the
Company that is licensed as a small business investment company) in accordance with its investment objective and strategies and
for general corporate purposes.
The Notes will be the
direct unsecured obligations of the Company and rank pari passu with all outstanding
and future unsecured unsubordinated indebtedness issued by the Company’s 6.25% fixed-rate notes due 2025 and general
liabilities, senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the
Notes, effectively subordinated to all of the existing and future secured indebtedness issued by the Company (including indebtedness
that is initially unsecured in respect of which the Company subsequently grants security), to the extent of the value of the assets
securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other obligations of any
of the Company’s subsidiaries and financing vehicles provided that the Notes are obligations
exclusively of the Company and not of any of its subsidiaries.
The Indenture contains
certain covenants, including certain covenants requiring the Company (i) to comply with the asset coverage requirements of
the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements; (ii) to comply, under
certain circumstances, with the requirements set forth in Section 18(a)(1)(B) as modified by such provisions of Section 61(a)
of the 1940 Act as may be applicable to the Company from time to time or any successor provisions, whether or not the Company continues
to be subject to such provisions of the 1940 Act, prohibiting the declaration of any cash dividend or distribution upon any class
of our capital stock (except to the extent necessary for the Company to maintain its treatment as a regulated investment company
under Subchapter M of the Internal Revenue Code), or purchasing any such capital stock, if the Company’ asset coverage, as
defined in the 1940 Act, were below 150% at the time of the declaration of the dividend or distribution or the purchase and after
deducting the amount of such dividend, distribution, or purchase; and (iii) to provide financial information to the holders
of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act
of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
The Notes were offered
and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form
N-2 (File No. 333-227116), the preliminary prospectus supplement dated June 17, 2020 and the pricing term sheet filed with
the SEC on June 18, 2020. The transaction closed on June 24, 2020. The Company expects that the net proceeds that the Company receives
from the sale of the Notes will be $36,128,125, after deducting underwriting discounts
and commissions of approximately $1,171,875 payable by the Company and estimated offering expenses payable by the Company of approximately
$200,000.
The foregoing descriptions
of the Fourth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference
to the full text of the Fourth Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated
by reference herein.
2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required
by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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: June 24, 2020
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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 and Secretary
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3
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