Current Report Filing (8-k)
March 04 2021 - 4:58PM
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): February 26, 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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☐
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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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☐
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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.
On February 26, 2021,
Saratoga Investment Corp. (the “Company”) completed the fourth refinancing of Saratoga Investment Corp. CLO 2013-1,
Ltd. (the “Saratoga CLO”). This refinancing, among other things, extended the Saratoga CLO reinvestment period to April
2024, and extended its legal maturity to April 2033. A non-call period of February 2022 was also added. In addition and as part
of the refinancing, the Saratoga CLO has also been upsized from $500 million in assets to approximately $650 million. As part of
this refinancing and upsizing, the Company invested an additional $14.0 million in all of the newly issued subordinated notes of
the Saratoga CLO, and purchased $17.875 million in aggregate principal amount of the newly issued Class F notes tranche at par.
Concurrently, the existing $2.5 million of Class F notes, $7.5 million of Class G notes and $25.0 million CLO 2013-1 Warehouse
Loan were repaid.
The Company is party
to a collateral management agreement with Saratoga CLO pursuant to which the Company acts as its collateral manager. In connection
with the fourth refinancing, the Company and the Saratoga CLO entered into an amended and restated collateral management agreement,
dated as of February 26, 2021 (the “Collateral Management Agreement”), pursuant to which the Company agreed to continue
as investment manager for the Saratoga CLO. The Collateral Management Agreement amended and restated the existing collateral management
agreement by eliminating the ability of the Saratoga CLO to remove the Company (as investment manager) without “cause”,
and also by amending certain provisions of the existing investment management agreement to conform to new terminology and asset
categories consistent with the amended and restated indenture, dated as November 15, 2016, by and among Saratoga Investment Corp.
CLO 2013-1, Ltd., Saratoga Investment Corp. CLO 2013-1, Inc. and U.S. Bank National Association (the “Amended and Restated
Indenture”).
Also in connection
with the fourth refinancing, the Company, the Saratoga CLO and U.S. Bank National Association, as collateral administrator (the
“Collateral Administrator”), entered into an amended and restated collateral administration agreement, dated as of
February 26, 2021 (the “CAA”), pursuant to which the Collateral Administrator agreed to continue as collateral administrator
for the Saratoga CLO and to continue performing, among other things, certain administrative duties of the Saratoga CLO with respect
to the assets, including the compilation of certain reports and the performance of certain calculations. The CAA amended and restated
the existing collateral administration agreement by (among other things) amending certain provisions of the existing collateral
administration agreement to conform to new terminology and asset categories consistent with the Amended and Restated Indenture.
The
description above is only a summary of the material provisions of the Collateral Management Agreement and the CAA and is qualified
in its entirety by reference to the Collateral Management Agreement and the CAA, each of which is attached as Exhibit 10.1 and
Exhibit 10.2, respectively, to this Current Report on Form 8-K and 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: March 4, 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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2
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