As filed with the Securities
and Exchange Commission on July 1, 2021
Securities Act File No. 333-256366
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
|
Pre-Effective Amendment
No. 1
|
☒
|
|
Post-Effective Amendment No.
|
☐
|
SARATOGA INVESTMENT CORP.
(Exact Name of Registrant as Specified in Charter)
535 Madison Avenue
New York, New York 10022
(Address of Principal Executive Offices)
(212) 906-7800
(Registrant’s Telephone Number, Including
Area Code)
Christian L. Oberbeck
Chief Executive Officer
Saratoga Investment Corp.
535 Madison Avenue
New York, New York 10022
(Name and Address of Agent for Service)
COPIES TO:
Steven B. Boehm, Esq.
Payam Siadatpour, Esq.
Eversheds Sutherland (US) LLP
700 Sixth Street, NW, Suite 700
Washington, D.C. 20001-3980
(202) 383-0100
Approximate Date of Commencement of Proposed Public Offering: From
time to time after the effective date of the Registration Statement.
☐
|
Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment
plans.
|
☒
|
Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415
under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment
plan.
|
☒
|
Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
|
☐
|
Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that
will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
|
☐
|
Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B
to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.
|
It is proposed that this filing will become effective (check appropriate
box):
☐
|
when declared effective pursuant to Section 8(c) of the Securities Act.
|
If appropriate, check the following box:
☐
|
This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration
statement].
|
☐
|
This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and
the Securities Act registration statement number of the earlier effective registration statement for the same offering is: _______.
|
☐
|
This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration
statement number of the earlier effective registration statement for the same offering is:_______.
|
☐
|
This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration
statement number of the earlier effective registration statement for the same offering is:_______.
|
Check each box that appropriately characterizes the Registrant:
☐
|
Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment
Company Act”)).
|
☒
|
Business Development Company (closed-end company that intends or has elected to be regulated as a business development company
under the Investment Company Act).
|
☐
|
Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3
under the Investment Company Act).
|
☒
|
A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
|
☐
|
Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
|
☐
|
Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).
|
☐
|
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 7(a)(2)(B) of Securities Act.
|
☐
|
New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this
filing).
|
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES
ACT OF 1933
Title of Securities Being Registered
|
|
Amount Being
Registered
|
|
|
Proposed Maximum
Offering Price
Per Unit
|
|
|
Proposed Maximum
Aggregate Offering
Price(1)
|
|
|
Amount of
Registration Fee(2)
|
|
Common Stock, par value $0.001 per share(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription Rights(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Securities(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
500,000,000
|
(6)
|
|
$
|
38,451
|
|
(1)
|
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(o) of
the rules and regulations under the Securities Act of 1933, as amended (the “Securities Act”), which permits the registration
fee to be calculated on the basis of the maximum offering price of all the securities listed, the table does not specify by each
class information as to the amount to be registered, proposed maximum offering price per unit or proposed maximum aggregate offering
price.
|
(2)
|
Pursuant to Rule 415(a)(6) under the Securities Act, the Registrant is carrying forward to this Registration
Statement $147,570,402 in aggregate offering price of unsold securities that the Registrant previously registered on its registration
statement on Form N-2 (File No. 333-227116) (the “Prior Registration Statement”), which was initially filed by the
Registrant on August 30, 2018. Pursuant to Rule 415(a)(6) under the Securities Act, the filing fee previously paid with respect to
such unsold securities will continue to be applied to such unsold securities. The amount of the registration fee in the “Calculation
of Registration Fee Under the Securities Act of 1933” table relates to the additional $352,429,598 in aggregate offering price
of securities being registered hereunder. As a result, a filing fee of $38,451 is being paid herewith. If the Registrant sells any
of such unsold securities pursuant to the Prior Registration Statement after the date of the initial filing and prior to the date
of effectiveness of this Registration Statement, the Registrant will file a pre-effective amendment to this Registration Statement
which will reduce the number of such unsold securities included on this Registration Statement. Pursuant to Rule 415(a)(6) under
the Securities Act, the offering of unsold securities under the Prior Registration Statement will be deemed terminated as of the
date of effectiveness of this Registration Statement.
|
(3)
|
Subject to Note 6 below, there is being registered hereunder an indeterminate principal amount of
common stock, preferred stock, or subscription rights, from time to time.
|
(4)
|
Subject to Note 6 below, there is being registered hereunder an indeterminate principal amount of
debt securities as may be sold, from time to time. If any debt securities are issued at an original issue discount, then the offering
price shall be in such greater principal amount as shall result in an aggregate price to investors not to exceed $500,000,000.
|
(5)
|
Subject to Note 6 below, there is being registered hereunder an indeterminate principal amount of
warrants as may be sold, from time to time, representing rights to purchase common stock, preferred stock or debt securities.
|
(6)
|
In no event will the aggregate offering price of all securities issued from time to time pursuant
to this Registration Statement exceed $500,000,000.
|
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not
complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
Subject To Completion,
Dated July 1, 2021
PROSPECTUS
$500,000,000
Common Stock
Preferred Stock
Subscription Rights
Debt Securities
Warrants
We are a specialty finance company that invests
primarily in senior and unitranche leveraged loans and mezzanine debt issued by private U.S. middle-market companies, both through
direct lending and through participation in loan syndicates, and, to a lesser extent, equity issued by private U.S. middle-market companies.
Our investment objective is to create attractive risk-adjusted returns by generating current income and, to a lesser extent,
capital appreciation from our investments.
We are externally managed and advised by Saratoga
Investment Advisors, LLC, a New York-based investment firm affiliated with Saratoga Partners, a middle-market private
equity investment firm.
We may offer, from time to time, in one or more
offerings or series, up to $500,000,000 of our common stock, preferred stock, subscription rights to purchase shares of our common stock,
debt securities, and warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, which we
refer to, collectively, as our “securities.” The preferred stock, subscription rights, warrants and debt securities offered
hereby may be convertible or exchangeable into shares of our common stock. The securities may be offered at prices and on terms to be
described in one or more supplements to this prospectus.
Absent approval by the majority of our common
stockholders, the offering price per share of our common stock less any underwriting commissions or discounts will not be less than the
net asset value per share of our common stock at the time we make the offering unless we issue shares in connection with a rights offering
to our existing stockholders or under such other circumstances as the Securities and Exchange Commission may permit. We do not currently
have stockholder approval of issuances below net asset value. In addition, we cannot issue shares of our common stock below net asset
value unless our board of directors determines that it would be in our and our stockholders’ best interests to do so. Sales of
common stock at prices below net asset value per share dilute the interests of existing stockholders, have the effect of reducing our
net asset value per share and may reduce our market price per share. In addition, sales of common stock below net asset value may have
a negative impact on total returns and could have a negative impact on the market price of our shares of common stock. See “Sales
of Common Stock Below Net Asset Value.”
Our securities may be offered directly to one
or more purchasers, or through agents designated from time to time by us, or to or through underwriters or dealers. The prospectus supplement
relating to an offering will identify any agents or underwriters involved in the sale of our securities, and will disclose any applicable
purchase price, fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis
upon which such amount may be calculated. See “Plan of Distribution.” We may not sell any of our securities through agents,
underwriters or dealers without delivery of this prospectus and a prospectus supplement describing the method and terms of the offering
of such securities.
We generally invest in securities that would
be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “high yield”
or “junk,” have speculative characteristics with respect to our capacity to pay interest and repay principal. See “Risk
Factors” in Part I, Item 1A in our most recent Annual Report on Form 10-K and in Part II, Item 1A of our most recent
Quarterly Report on Form 10-Q for more information.
Our common stock is traded
on the New York Stock Exchange (“NYSE”) under the symbol “SAR.” On June 29, 2021, the last
reported sales price on the NYSE for our common stock was $26.95 per share. We are required to determine the net asset
value per share of our common stock on a quarterly basis. Our net asset value per share of our common stock as of February 28, 2021 was
$27.25.
This prospectus describes some of the general
terms that may apply to an offering of our securities. We will provide the specific terms of these offerings and securities in one or
more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection
with these offerings. The prospectus supplement and any related free writing prospectus may also add, update, or change information contained
in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement, and any related free writing prospectus,
and the documents incorporated by reference, before buying any of the securities being offered. We file annual, quarterly and current
reports, proxy statements and other information with the Securities and Exchange Commission, which is available free of charge upon written
or oral request by contacting us by mail at 535 Madison Avenue, New York, New York 10022, by accessing our website at http://www.saratogainvestmentcorp.com
or by calling us collect at (212) 906-7800. The Securities and Exchange Commission also maintains a website at http://www.sec.gov that
contains such information, including the documents incorporated by reference into this prospectus. Information contained on our website
is not incorporated by reference into this prospectus or any supplements to this prospectus, and you should not consider that information
to be part of this prospectus or any supplements to this prospectus. The contact information provided above may be used by you to make
investor inquiries. This prospectus should be retained for future reference.
An investment in our securities is very
risky and highly speculative. Shares of closed-end investment companies, including BDCs, frequently trade at a discount to their net
asset value. In addition, the companies in which we invest are subject to special risks. See “Risk Factors” beginning on
page 14 of this prospectus, in Part I, Item 1A of our most recent Annual Report on Form 10-K, in Part II, Item 1A of our most
recent Quarterly Report on Form 10-Q and in, or incorporated by reference into, the applicable prospectus supplement and in any
free writing prospectuses we may authorize for use in connection with a specific offering, and under similar headings in the other documents
that are incorporated by reference into this prospectus, to read about factors you should consider, including the risk of leverage, before
investing in our securities.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
This prospectus may not be used to consummate
sales of securities unless accompanied by a prospectus supplement.
The date of this prospectus is ,
2021
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of
a registration statement that we have filed with the SEC, using the “shelf” registration process. Under this shelf registration
statement, we may offer, from time to time, in one or more offerings, up to $500,000,000 of our common stock, preferred stock, subscription
rights to purchase shares of our common stock, debt securities or warrants representing rights to purchase shares of our common stock,
preferred stock or debt securities, on terms to be determined at the time of the offering. Our securities may be offered at prices
and on terms described in one or more supplements to this prospectus. This prospectus provides you with a general description of
our securities and the offerings thereof that we may make pursuant to this prospectus. Each time we use this prospectus to offer our
securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also
authorize one or more free writing prospectuses to be provided to you that may contain material information relating to such offerings.
In a prospectus supplement or free writing prospectus, we may also add, update or change any of the information contained in this prospectus
or in the documents we have incorporated by reference into this prospectus. This prospectus, together with the applicable prospectus
supplement, any related free writing prospectus, and the documents incorporated by reference into this prospectus and the applicable
prospectus supplement, will include all material information relating to the applicable offering. Before buying any of the securities
being offered, you should carefully read both this prospectus and the applicable prospectus supplement and any related free writing prospectus,
together with any exhibits and the additional information described in the sections titled “Available Information,” “Incorporation
of Certain Information by Reference,” “Summary” and “Risk Factors” in this prospectus.
This prospectus may contain
estimates and information concerning our industry, including market size and growth rates of the markets in which we participate, that
are based on industry publications and reports. This information involves many assumptions and limitations, and you are cautioned not
to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these
industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a
variety of factors, including those described in the section titled “Risk Factors” in this prospectus, in Part I, Item 1A
our most recent Annual Report on Form 10-K and in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q, that
could cause results to differ materially from those expressed in these publications and reports.
This prospectus includes
summaries of certain provisions contained in some of the documents described in this prospectus, but reference is made to the actual
documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the
documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement
of which this prospectus is a part, and you may obtain copies of those documents as described in the section titled “Available
Information” in this prospectus.
You should rely only on
the information included or incorporated by reference in this prospectus, any prospectus supplement or in any free writing prospectus
prepared by or on behalf of us or to which we have referred you. We have not authorized any dealer, salesperson or other person to provide
you with different information or to make representations as to matters not stated in this prospectus or in any free writing prospectus
prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you. If anyone provides you with different or inconsistent information, you
should not rely on it. This prospectus, any applicable prospectus supplement and any free writing prospectus prepared by or on behalf
of us or to which we have referred you do not constitute an offer to sell, or a solicitation of an offer to buy, any securities by any
person in any jurisdiction where it is unlawful for that person to make such an offer or solicitation or to any person in any jurisdiction
to whom it is unlawful to make such an offer or solicitation. You should not assume that the information included or incorporated by
reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than
their respective dates.
PROSPECTUS SUMMARY
The following summary contains basic information
about offerings pursuant to this prospectus. It may not contain all the information that is important to you. For a more complete understanding
of offerings pursuant to this prospectus, we encourage you to read this entire prospectus and the documents to which we have referred
in this prospectus, together with any accompanying prospectus supplements or free writing prospectuses, including the risks set forth
under the caption “Risk Factors” in Part I, Item 1A of our most recent Annual Report on Form 10-K, in Part II,
Item 1A of our most recent Quarterly Report on Form 10-Q, in this prospectus, the applicable prospectus supplement and any
related free writing prospectus, and under similar headings in any other documents that are incorporated by reference into this prospectus
and the applicable prospectus supplement, and the information set forth under the caption “Available Information” in this
prospectus.
Unless otherwise noted, the terms “we,”
“us,” “our,” the “Company” and “Saratoga” refer to Saratoga Investment Corp. and its
wholly owned subsidiaries, Saratoga Investment Funding LLC, Saratoga Investment Corp. SBIC LP and Saratoga Investment Corp. SBIC II LP,
and does not refer to Saratoga Investment Corp. CLO 2013-1 Ltd. In addition, the terms “Saratoga Investment Advisors” and
“investment adviser” refer to Saratoga Investment Advisors, LLC, our external investment adviser.
Overview
We are a specialty finance
company that provides customized financing solutions to U.S. middle-market businesses. We primarily invest in senior and unitranche
leveraged loans and mezzanine debt and, to a lesser extent, equity issued by private U.S. middle-market companies, which we
define as companies having annual earnings before interest, taxes, depreciation and amortization (“EBITDA”) of between $2 million
and $50 million, both through direct lending and through participation in loan syndicates. Our investment objective is to create
attractive risk-adjusted returns by generating current income and long-term capital appreciation from our investments. Our
investments generally provide financing for change of ownership transactions, strategic acquisitions, recapitalizations and growth initiatives
in partnership with business owners, management teams and financial sponsors. Our investment activities are externally managed and advised
by Saratoga Investment Advisors, a New York-based investment firm affiliated with Saratoga Partners, a middle market private
equity investment firm.
Our portfolio is comprised
primarily of investments in leveraged loans issued by middle market companies. Leveraged loans are generally senior debt instruments
that rank ahead of subordinated debt with below investment grade or “junk” ratings or, if not rated, would be rated below
investment grade or “junk” and, as a result, carry a higher risk of default. Leveraged loans also have the benefit of security
interests on the assets of the portfolio company, which may rank ahead of, or be junior to, other security interests. Term loans are
loans that do not allow the borrowers to repay all or a portion of the loans prior to maturity and then re-borrow such repaid
amounts under the loan again. We also invest in mezzanine debt and make equity investments in middle market companies. Mezzanine debt
is typically unsecured and subordinated to senior debt of the portfolio company.
While our primary focus is
to generate current income and capital appreciation from our debt and equity investments in middle market companies, we may invest up
to 30.0% of our portfolio in opportunistic investments in order to seek to enhance returns to stockholders. Such investments may include
investments in distressed debt, including securities of companies in bankruptcy, foreign debt, private equity, securities of public companies
that are not thinly traded and structured finance vehicles such as collateralized loan obligation funds. Although we have no current
intention to do so, to the extent we invest in private equity funds, we will limit our investments in entities that are excluded from
the definition of “investment company” under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of
1940, as amended (“1940 Act”), which includes private equity funds, to no more than 15% of its net assets.
As of February 28,
2021, we had total assets of $592.2 million and investments in 40 portfolio companies, excluding an investment in the
subordinated notes of one collateralized loan obligation fund, Saratoga Investment Corp. CLO 2013-1, Ltd. (“Saratoga
CLO”), which had a fair value of $31.4 million as of February 28, 2021 and investments in the
Class F-R-3 Notes, which as of February 28, 2021 had a fair value of $18.3 million. The overall portfolio composition as of February 28, 2021 consisted of 79.5% of first lien term loans, 4.4% of second
lien term loans, 0.4% of unsecured term loans, 9.0% of structured finance securities and 6.7% of equity interests. As of February
28, 2021, the weighted average yield on all of our investments, including our investment in the subordinated notes of Saratoga CLO
and Class F-R-3 Notes was approximately 9.1%. The weighted average yield of our investments is not the same as a return on
investment for our stockholders and, among other things, is calculated before the payment of our fees and expenses. For the year
ended February 28, 2021, our total return based on market value was 7.63% and our total return based on net asset value per share
was 7.42%. Total return based on market value is the change in the ending market value of the Company’s common stock plus
dividends distributed during the period assuming participation in the Company’s dividend reinvestment plan divided by the
beginning market value of the Company’s common stock. Total return based on net asset value, or NAV, is the change in ending
NAV per share plus dividends distributed per share paid during the period assuming participation in the Company’s dividend
reinvestment plan divided by the beginning NAV per share. While total return based on NAV and total return based on market value
reflect fund expenses, they do not reflect any sales load that may be paid by investors. As of February 28, 2021, approximately
100.0% of our first lien debt investments were fully collateralized in the sense that the portfolio companies in which we held such
investments had an enterprise value or our investment had an asset coverage equal to or greater than the principal amount of the
related debt investment. The Company uses enterprise value to assess the level of collateralization of its portfolio companies. The
enterprise value of a portfolio company is determined by analyzing various factors, including EBITDA, cash flows from operations
less capital expenditures and other pertinent factors, such as recent offers to purchase a portfolio company’s securities or
other liquidation events. As a result, while we consider a portfolio company to be collateralized if its enterprise value exceeds
the amount of our loan, we do not hold tangible assets as collateral in our portfolio companies that we would obtain in the event of
a default. Our investment in the subordinated notes of Saratoga CLO represents a first loss position in a portfolio that, at
February 28, 2021, was composed of $603.7 million in aggregate principal amount of predominantly senior secured first lien term
loans. A first loss position means that we will suffer the first economic losses if losses are incurred on loans held by the
Saratoga CLO. As a result, this investment is subject to unique risks.
We are an externally managed, closed-end, non-diversified management
investment company that has elected to be regulated as a BDC under the 1940 Act. As a BDC, we are required to comply with various regulatory
requirements, including limitations on our use of debt. We finance our investments through borrowings. However, as a BDC, we are only
generally allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200.0% after such borrowing,
or, if we obtain the required approvals from our independent directors and/or stockholders, 150.0%. On April 16, 2018, as permitted
by the Small Business Credit Availability Act, which was signed into law on March 23, 2018, our non-interested board of
directors approved of our becoming subject to a minimum asset coverage ratio of 150.0% under Sections 18(a)(1) and 18(a)(2) of the
1940 Act. The 150.0% asset coverage ratio became effective on April 16, 2019.
We have elected to be treated
for U.S. federal income tax purposes as a RIC, under Subchapter M of the Internal Revenue Code of 1986 (the “Code”). As a
RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that
we timely distribute to our stockholders if we meet certain source-of-income, annual distribution and asset-diversification requirements.
In addition, we have two wholly-owned subsidiaries
that are licensed as a small business investment company (“SBIC”) and regulated by the Small Business Administration (“SBA”).
On March 28, 2012, our wholly-owned subsidiary, Saratoga Investment Corp. SBIC LP (“SBIC LP” together with SBIC,
the “SBIC Subsidiaries”), received an SBIC license from the SBA. On August 14, 2019, our wholly-owned subsidiary,
Saratoga Investment Corp. SBIC II LP (“SBIC II LP”), also received an SBIC license from the SBA. The new license will provide
up to $175.0 million in additional long-term capital in the form of SBA-guaranteed debentures. The SBIC Subsidiaries are
regulated by the SBA. As a result of the 2016 omnibus spending bill signed into law in December 2015, the maximum amount of SBA-guaranteed debentures
that affiliated SBIC funds can have outstanding was increased from $225.0 million to $350.0 million. Our wholly-owned SBIC
Subsidiaries are able to borrow funds from the SBA against regulatory capital (which approximates equity capital) that is paid in and
is subject to customary regulatory requirements including but not limited to an examination by the SBA. With this license approval, Saratoga
will grow its SBA relationship from $150.0 million to $325.0 million of committed capital.
We received exemptive relief
from the SEC to permit us to exclude the debt of the SBIC Subsidiaries guaranteed by the SBA from the definition of senior securities
in the asset coverage test under the 1940 Act. This allows the Company increased flexibility under the asset coverage test by permitting
it to borrow up to $325.0 million more than it would otherwise be able to absent the receipt of this exemptive relief.
The Company has established
wholly owned subsidiaries, SIA-Avionte, Inc., SIA-GH, Inc., SIA-MAC, Inc., SIA-TG, Inc., SIA-TT, Inc., SIA-Vector, Inc. and SIA-VR, Inc.,
which are structured as Delaware entities, or tax blockers, to hold equity or equity-like investments in portfolio companies organized
as limited liability companies, or LLCs (or other forms of pass through entities). Tax blockers are consolidated for accounting purposes
but are not consolidated for U.S. federal income tax purposes and may incur U.S. federal income tax expense as a result of their ownership
of portfolio companies.
Corporate History and Information
We commenced operations, at
the time known as GSC Investment Corp., on March 23, 2007 and completed an initial public offering of shares of common stock on
March 28, 2007. Prior to July 30, 2010, we were externally managed and advised by GSCP (NJ), L.P., an entity affiliated with
GSC Group, Inc. In connection with the consummation of a recapitalization transaction on July 30, 2010, we engaged Saratoga Investment
Advisors to replace GSCP (NJ), L.P. as our investment adviser and changed our name to Saratoga Investment Corp.
The recapitalization transaction
consisted of (i) the private sale of 986,842 shares of our common stock for $15.0 million in aggregate purchase price
to Saratoga Investment Advisors and certain of its affiliates and (ii) the entry into a $40.0 million senior secured revolving
credit facility with Madison Capital Funding LLC (the “Credit Facility”). We used the net proceeds from the private sale
of shares of our common stock and a portion of the funds available to us under the Credit Facility to pay the full amount of principal
and accrued interest, including default interest, outstanding under our revolving securitized credit facility with Deutsche Bank AG,
New York Branch. Specifically, in July 2009, we had exceeded permissible borrowing limits under the revolving securitized credit
facility with Deutsche Bank, which resulted in an event of default under the revolving securitized credit facility. As a result of the
event of default, Deutsche Bank had the right to accelerate repayment of the outstanding indebtedness under the revolving securitized
credit facility and to foreclose and liquidate the collateral pledged under the revolving securitized credit facility. The revolving
securitized credit facility with Deutsche Bank was terminated in connection with our payment of all amounts outstanding thereunder on
July 30, 2010. In January 2011, we registered for public resale by Saratoga Investment Advisors and certain of its affiliates
the 986,842 shares of our common stock issued to them in the recapitalization.
As noted above, on March 28,
2012, our wholly owned subsidiary, SBIC LP, received an SBIC license from the SBA and on August 14, 2019, our wholly owned subsidiary,
SBIC II LP, also received an SBIC license from the SBA.
Saratoga Investment Advisors
General
Our investment adviser was
formed in 2010 as a Delaware limited liability company and became our investment adviser in July 2010. Our investment adviser is
led by four principals, Christian L. Oberbeck, Michael J. Grisius, Thomas V. Inglesby, and Charles G. Phillips, with 35, 30,
34 and 24 years of experience in leveraged finance, respectively. Our investment adviser is affiliated with Saratoga Partners, a
middle market private equity investment firm. Saratoga Partners was established in 1984 to be the middle market private investment arm
of Dillon Read & Co. Inc. and has been independent of Dillon Read and its successor entity, SBC Warburg Dillon Read, since 1998.
Saratoga Partners has a 30-year history of private investments in middle market companies and focuses on public and private
equity, preferred stock, and senior and mezzanine debt investments.
Our Relationship with Saratoga Investment
Advisors
We utilize the personnel,
infrastructure, relationships and experience of Saratoga Investment Advisors to enhance the growth of our business. We currently have
no employees and each of our executive officers is also an officer of Saratoga Investment Advisors.
We have entered into an investment
advisory and management agreement (the “Management Agreement”) with Saratoga Investment Advisors. Pursuant to the 1940 Act,
the initial term of the Management Agreement was for two years from its effective date of July 30, 2010, with automatic, one-year renewals,
subject to approval by our board of directors, a majority of whom must be our independent directors. On July 9, 2019, our board
of directors approved the renewal of the Management Agreement for an additional one-year term at an in-person meeting. Pursuant
to the Management Agreement, Saratoga Investment Advisors implements our business strategy on a day-to-day basis and performs
certain services for us under the direction of our board of directors. Saratoga Investment Advisors is responsible for, among other duties,
performing all of our day-to-day functions, determining investment criteria, sourcing, analyzing and executing investment transactions,
asset sales, financings and performing asset management duties.
Saratoga Investment Advisors
has formed an investment committee to advise and consult with its senior management team with respect to our investment policies, investment
portfolio holdings, financing and leveraging strategies and investment guidelines. We believe that the collective experience of the investment
committee members across a variety of fixed income asset classes will benefit us. The investment committee must unanimously approve all
investments in excess of $1.0 million made by us. In addition, all sales of our investments must be approved by all four of our
investment committee members. The current members of the investment committee are Messrs. Oberbeck, Grisius, Inglesby, and Phillips.
See “Business” in Part I, Item
1 in our most recent Annual Report on Form 10-K for additional information about us.
Risk Associated with Our Business
Our business is subject to numerous risks,
as described in the section titled “Risk Factors” in the applicable prospectus supplement and in any free writing prospectuses
we have authorized for use in connection with a specific offering, and under similar headings in the documents that are incorporated
by reference into this prospectus, including the section titled “Risk Factors” included in our most recent Annual Report
on Form 10-K, in our most recent Quarterly Report on Form 10-Q, as well as in any of our subsequent SEC filings.
Corporate Information
Our principal executive offices are located
at 535 Madison Avenue, New York, New York 10022, and our telephone number is (212) 906-7800. Our corporate website is located at
http://www.saratogainvestmentcorp.com. Information contained on our website is not incorporated by reference into this prospectus
or any supplements to this prospectus, and you should not consider that information to be part of this prospectus or any supplements
to this prospectus.
THE OFFERING
We may offer, from time to
time, up to $500,000,000 of our securities, on terms to be determined at the time of the offering. Our securities may be offered at prices
and on terms to be disclosed in one or more prospectus supplements.
Our securities may be offered
directly to one or more purchasers by us or through agents designated from time to time by us, or to or through underwriters or dealers.
The prospectus supplement relating to the offering will disclose the terms of the offering, including the name or names of any agents
or underwriters involved in the sale of our securities by us, the purchase price, and any fee, commission or discount arrangement between
us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See “Plan of
Distribution.” We may not sell any of our securities directly or through agents, underwriters or dealers without delivery of a
prospectus supplement describing the method and terms of the offering of our securities.
Set forth below is additional
information regarding the offering of our securities:
The New York Stock Exchange
|
“SAR”
|
|
|
Use of Proceeds
|
We intend to use substantially all of the net proceeds
from the sale of our securities to make investments in middle-market companies in accordance with our investment objective and strategies
described in this prospectus, and for general corporate purposes. We may also use a portion of the net proceeds to reduce any of
our outstanding borrowings. Pending such use, we will invest the net proceeds primarily in high quality, short-term debt securities
consistent with our business development company election and our election to be taxed as a RIC. See “Use of Proceeds.”
|
|
|
Dividends and Distributions
|
We pay quarterly distributions to our stockholders
out of assets legally available for distribution. Our distributions, if any, will be determined by our board of directors. Our ability
to declare distributions depends on our earnings, our overall financial condition (including our liquidity position), qualification
for or maintenance of our RIC status and such other factors as our board of directors may deem relevant from time to time.
When we make distributions, we will be required
to determine the extent to which such distributions are paid out of current or accumulated earnings, recognized capital gains or
capital. To the extent there is a return of capital, investors will be required to reduce their basis in our stock for U.S. federal
income tax purposes. In the future, our distributions may include a return of capital. See “Price Range of Common Stock and
Distributions.”
|
|
|
Dividend Reinvestment Plan
|
We maintain an “opt out” dividend reinvestment
plan for our common stockholders. As a result, if we declare a dividend, then stockholders’ cash dividends will be automatically
reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment
plan so as to receive cash dividends. Stockholders who receive distributions in the form of our common stock will be subject to the
same federal, state and local tax consequences as stockholders who elect to receive their distributions in cash, and will need to
pay any such taxes from other sources in light of the fact that their distributions will be reinvested in additional shares of the
Company’s common stock. See “Dividend Reinvestment Plan” for a description of the plan and information on how to
“opt out” of the plan.
|
Taxation
|
We
elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of
the Code. Accordingly, we generally will not pay corporate-level U.S. federal income taxes
on any net ordinary income or realized net capital gains that we distribute to our stockholders
as dividends. To maintain our RIC tax treatment, we must meet specified source-of- income
and asset diversification requirements and distribute annually at least 90% of our net ordinary
income and realized net short-term capital gains in excess of realized net long-term capital
losses, if any. Depending on the level of taxable income earned in a tax year, we may choose
to carry forward taxable income in excess of current year distributions into the next tax
year and pay a non-deductible 4% U.S. federal excise tax on such income. Any such carryover
taxable income must be distributed through a dividend declared prior to filing the final
tax return related to the year which generated such taxable income. See “Certain U.S.
Federal Income Tax Considerations.”
|
Effective Trading at a Discount
|
Shares of closed-end investment companies, including business
development companies, frequently trade at a discount to their net asset value. The risk that our shares may trade at a discount
to our net asset value is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether
our shares will trade above, at or below net asset value. See “Risk Factors.”
|
|
|
Sales of Common Stock Below Net Asset Value
|
The offering price per share of our common
stock, less any underwriting commissions or discounts, will not be less than the net asset value per share of our common stock at
the time of the offering, except (i) with the requisite approval of our common stockholders or (ii) under such other circumstances
as the SEC may permit. In addition, we cannot issue shares of our common stock below net asset value unless our board of directors
determines that it would be in our stockholders’ best interests to do so. We did not seek stockholder authorization to issue
common stock at a price below net asset value per share at our 2020 annual meeting of stockholders.
Sales by us of our common stock at a discount
from our net asset value pose potential risks for our existing stockholders whether or not they participate in the offering, as well
as for new investors who participate in the offering. See “Sales of Common Stock Below Net Asset Value.”
|
Leverage
|
We borrow funds to make additional investments.
We use this practice, which is known as “leverage,” to attempt to increase returns to our stockholders, but it involves
significant risks. See “Risk Factors,” “Senior Securities,” and “Regulation” below. We are currently
allowed to borrow amounts such that our asset coverage, as calculated pursuant to the 1940 Act, equals at least 150% after such borrowing
(i.e., we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented
by senior securities issued by us). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
in Part 2, Item 7 of our most recent Annual Report on Form 10-K.
The amount of leverage that we employ at
any particular time will depend on our investment adviser’s investment committee’s and our board of directors’
assessment of market and other factors at the time of any proposed borrowing. In addition, the SBA regulations currently limit the
amount that is available to be borrowed by any SBIC and guaranteed by the SBA to 300.0% of an SBIC’s regulatory capital or
$175.0 million, whichever is less. For three or more SBICs under common control, the maximum amount of outstanding SBA debentures
cannot exceed $350.0 million.
For more information, see “Risk Factors”
in Part I, Item 1A of our most recent Annual Report on Form 10-K and “Business” in Part I, Item 1 in our most recent
Annual Report on Form 10-K.
|
Available Information
|
We have filed with the SEC a registration
statement on Form N-2, of which this prospectus is a part, under the Securities Act. This registration statement contains additional
information about us and the securities being offered by this prospectus. We are also required to file periodic reports, current
reports, proxy statements and other information with the SEC. This information is available on the SEC’s website at http://www.sec.gov.
We maintain a website at http://www.saratogainvestmentcorp.com
and make all of our periodic and current reports, proxy statements and other information available, free of charge, on or through
our website. Information contained on our website is not incorporated by reference into this prospectus or any supplements to this prospectus,
and you should not consider that information to be part of this prospectus or any supplements to this prospectus. You may also obtain
such information free of charge by contacting us by mail at 535 Madison Avenue, New York, New York 10022 or by calling us collect at
(212) 906-7800 3940.
|
|
|
Incorporation of Certain Information by Reference
|
This prospectus is part of a registration statement that
we have filed with the SEC. We may “incorporate by reference” the information that we file with the SEC, which means
that we can disclose important information to you by referring you to those documents. The information incorporated by reference
is considered to comprise a part of this prospectus from the date we file that information. Any reports filed by us with the SEC
subsequent to the date of this prospectus until we have sold all of the securities offered by this prospectus or the offering is
otherwise terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated
by reference in this prospectus. See “Incorporation of Certain Information by Reference” in this prospectus.
|
FEES AND EXPENSES
The following table is intended to assist you
in understanding the costs and expenses that an investor in this offering will bear directly or indirectly. We caution you that some
of the percentages indicated in the table below are estimates and may vary. Moreover, the information set forth below does not include
any transaction costs and expenses that investors will incur in connection with each offering of our securities pursuant to this prospectus.
As a result, investors are urged to read the “Fees and Expenses” table contained in any corresponding prospectus supplement
to fully understanding the actual transaction costs and expenses they will incur in connection with each such offering. Except where
the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “you,” “us”
or “Saratoga Investment Corp.,” or that “we” will pay fees or expenses, stockholders will indirectly bear such
fees or expenses as investors in Saratoga Investment Corp.
Stockholder transaction expenses (as a percentage of offering price):
|
Sales load paid
|
|
|
—
|
%(1)
|
Offering expenses borne by us
|
|
|
—
|
%(2)
|
Dividend reinvestment
plan expenses
|
|
|
None
|
(3)
|
|
|
|
|
|
Total stockholder transaction expenses paid
|
|
|
—
|
%
|
Annual estimated expenses (as a percentage
of average net assets attributable to common stock):
|
|
|
|
|
Management fees
|
|
|
2.99
|
%(4)
|
Incentive fees payable under the Management Agreement
|
|
|
1.79
|
%(5)
|
Interest payments on borrowed funds
|
|
|
4.47
|
%(6)
|
Other expenses
|
|
|
2.28
|
%(7)
|
|
|
|
|
|
Total annual expenses
|
|
|
11.53
|
%(8)
|
(1)
|
In the event that the shares of common stock to which this prospectus relates are sold to or through
underwriters, a corresponding prospectus supplement will disclose the applicable sales load.
|
(2)
|
The prospectus supplement corresponding to each offering will disclose the applicable offering expenses
and total stockholder transaction expenses.
|
(3)
|
The expenses associated with the administration of our dividend reinvestment plan are included in
“Other expenses.” The participants in the dividend reinvestment plan will pay a pro rata share of brokerage commissions
incurred with respect to open market purchases, if any, made by the administrator under the plan. For more details about the plan,
see “Dividend Reinvestment Plan.”
|
(4)
|
Our base management fee under the Management Agreement with Saratoga Investment Advisors is based
on our gross assets, which is defined as our total assets, including those acquired using borrowings for investment purposes, but
excluding cash and cash equivalents. See “Investment Advisory and Management Agreement” in in
Part I, Item 1 of our most recent Annual Report on Form 10-K. The fact that our base management fee is payable
based upon our gross assets, rather than our net assets (i.e., total assets after deduction of any liabilities, including borrowings)
means that our base management fee as a percentage of net assets attributable to common stock will increase when we utilize leverage.
|
(5)
|
The incentive fee consists of two parts.
The first part is calculated and payable quarterly in arrears and equals 20% of our “pre-incentive fee net investment income”
for the immediately preceding quarter, subject to a preferred return, or “hurdle,” and a “catch up” feature.
For this purpose, “pre-incentive fee net investment income” means interest income, dividend income and any other income
(including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees
that we receive from portfolio companies) accrued by us during the fiscal quarter, minus our operating expenses for the quarter (including
the base management fee, expenses payable under the administration agreement described below, and any interest expense and dividends
paid on any issued and outstanding preferred stock, but excluding the incentive fee).
The second part of the incentive fee is determined
and payable in arrears as of the end of each fiscal year (or upon termination of the Management Agreement) and equals 20% of our
“incentive fee capital gains,” which equals our realized capital gains on a cumulative basis from May 31, 2010 through
the end of the year, if any, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis,
less the aggregate amount of any previously paid capital gain incentive fee. Under the Management Agreement, the capital gains portion
of the incentive fee is based on realized gains and realized and unrealized losses from May 31, 2010. Therefore, realized and
unrealized losses incurred prior to such time will not be taken into account when calculating the capital gains portion of the incentive
fee, and Saratoga Investment Advisors will be entitled to 20% of incentive fee capital gains that arise after May 31, 2010.
In addition, the cost basis for computing realized gains and losses on investments held by us as of May 31, 2010 will equal
the fair value of such investments as of such date. We estimate this as zero for purposes of this table as these fees are hard to
predict, as they are based on capital gains and losses. See “Investment Advisory and Management Agreement” in in
Part I, Item 1 of our most recent Annual Report on Form 10-K.
|
(6)
|
We may borrow funds from time to time to make investments to the extent we determine that the economic
situation is conducive to doing so. The 4.5% figure in the table includes all expected borrowing costs that we expect to incur over
the next twelve months in connection with the secured revolving credit facility we have with Madison Capital Funding LLC. The costs
associated with our outstanding borrowings are indirectly borne by our stockholders. We do not expect to issue any preferred stock
during the next twelve months and, therefore, have not included the cost of issuing and servicing preferred stock in the table. In
addition, all of the commitment fees, interest expense, amortized financing costs of our Credit Facility, SBA debentures, and the
6.25% notes due 2025 (the “6.25% 2025 Notes”), the 7.25% notes due 2025 (the “7.25% 2025 Notes,” and together
with the 6.25% 2025 Notes, the “Public Notes”), the 7.75% notes due 2025 (the “7.75% 2025 Notes”), the 6.25%
notes due 2027 (the “6.25% 2027 Notes), and the 6.25% notes due 2027 (the “Second 6.25% 2027 Notes,” and together
with the Public Notes, the 7.75% 2025 Notes, and the 6.25% 2027 Notes, the “Notes”), and the fees and expenses of issuing
and servicing any other borrowings or leverage that we expect to incur during the next twelve months are included in the table and
expense example presentation below. On April 16, 2018, our non-interested board of directors approved a minimum asset coverage
ratio of 150%. The 150% asset coverage ratio became effective on April 16, 2019. See “Business” in Part I, Item
1 and “Risk Factors—Risks Related to Our Business and Structure—Recent legislation may allow us to incur additional
leverage” in Part 1, Item 1A of our most recent Annual Report on Form 10-K.
|
(7)
|
“Other expenses” are based on estimated amounts for the current fiscal year and include
our overhead expenses, including payments under our administration agreement based on our allocable portion of overhead and other
expenses incurred by Saratoga Investment Advisors in performing its obligations under the administration agreement. See “Administration
Agreement.”
|
(8)
|
This figure includes all of the fees and expenses of our wholly-owned subsidiaries, Saratoga Investment
Corp SBIC, LP, Saratoga Investment Funding LLC and Saratoga Investment Corp. SBIC II LP. Furthermore, this table reflects all of
the fees and expenses borne by us with respect to our investment in Saratoga CLO.
|
Example
The
following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical
investment in our common stock, assuming an asset coverage ratio of 347.1% (the Company’s actual asset coverage as of February
28, 2021) and total annual expenses of 11.53% of net assets attributable to common stock as set forth in the fees and expenses table
above, and (x) a 5.0% annual return resulting entirely from net realized capital gains (none of which is subject to the incentive
fee) and (y) a 5.0% annual return resulting entirely from net realized capital gains (all of which is subject to the incentive fee
based on capital gains). Transaction expenses are included in the following example. This example and the expenses in the table above
should not be considered a representation of our future expenses, and actual expenses (including cost of debt, if any, and other expenses)
may be greater or less than those shown.
You
would pay the following expenses on a
$1,000
investment in our common stock:
|
|
1 Year
|
|
|
3 Years
|
|
|
5 Years
|
|
|
10 Years
|
|
assuming
a 5% annual return resulting entirely from net realized capital gains (none of which is subject to the capital gains incentive fee)(1)
|
|
$
|
118
|
|
|
$
|
373
|
|
|
$
|
653
|
|
|
$
|
1,487
|
|
assuming a 5% annual
return resulting entirely from net realized capital gains (all of which is subject to the incentive fee based on capital gains)(2)
|
|
$
|
128
|
|
|
$
|
404
|
|
|
$
|
708
|
|
|
$
|
1,613
|
|
(1)
|
Assumes
that we will not realize any capital gains computed net of all realized capital losses and
unrealized capital depreciation.
|
(2)
|
Assumes
no unrealized capital depreciation and a 5% annual return resulting entirely from net realized
capital gains and therefore subject to the incentive fee based on capital gains. Because
our investment strategy involves investments that generate primarily current income, we believe
that a 5% annual return resulting entirely from net realized capital gains is unlikely.
|
This
example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including
the cost of debt, if any, and other expenses) may be greater or less than those shown.
The
foregoing table is to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly
or indirectly. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return
greater or less than 5%. Both examples assume that the 5% annual return will be generated entirely through net realized capital
gains and, as a result, will trigger the payment of the capital gains portion of the incentive fee under the investment advisory agreement.
Any potential income portion of the incentive fee under the investment advisory agreement is not included in the example. If we achieve sufficient returns on
our investments, including through net realized capital gains, to trigger an incentive fee of a material amount, our expenses, and returns
to our investors, would be higher. In addition, while the example assumes reinvestment of all dividends and distributions at net asset
value, under certain circumstances, reinvestment of dividends and other distributions under our dividend reinvestment plan may occur
at a price per share that differs from net asset value.
SELECTED FINANCIAL AND OTHER DATA
The following selected
consolidated financial data of the Company, as of and for the years ended February 28, 2021, February 29, 2020, February 28, 2019,
February 28, 2018 and February 28, 2017, is derived from the consolidated financial statements that have been audited by Ernst &
Young LLP, an independent registered public accounting firm.
The selected consolidated
financial information and other data presented below should be read in conjunction with “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” in Part II, Item 7 of our most recent Annual Report on Form 10-K and
our consolidated financial statements and the related notes thereto and other financial information incorporated by reference in this
prospectus.
The selected financial
data in this section is not intended to replace the consolidated financial statements and is qualified in its entirety by our consolidated
financial statements and related notes incorporated by reference in this prospectus to the consolidated financial statements in our most
recent Annual Report on Form 10-K.
Information under “Selected
Consolidated Financial Data” in Part II, Item 6 in our most recent subsequently filed Annual Report on Form 10-K is
incorporated herein by reference. Such information should be read in conjunction with “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” in Part II, Item 6 in such subsequently filed Annual Report on Form 10-K.
|
|
As of and
for the
|
|
|
As of and
for the
|
|
|
As of and
for the
|
|
|
As of and
for the
|
|
|
As of and
for the
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
February 28,
2021
|
|
|
February 29,
2020
|
|
|
February 28,
2019
|
|
|
February 28,
2018
|
|
|
February 28,
2017
|
|
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest from investments
|
|
$
|
51,714
|
|
|
$
|
48,047
|
|
|
$
|
43,297
|
|
|
$
|
35,110
|
|
|
$
|
29,348
|
|
Management fee, incentive fee and other income
|
|
|
5,936
|
|
|
|
10,401
|
|
|
|
4,411
|
|
|
|
3,505
|
|
|
|
3,809
|
|
Total investment income
|
|
|
57,650
|
|
|
|
58,448
|
|
|
|
47,708
|
|
|
|
38,615
|
|
|
|
33,157
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and debt financing expenses
|
|
|
13,587
|
|
|
|
14,683
|
|
|
|
13,126
|
|
|
|
10,939
|
|
|
|
9,888
|
|
Base management and incentive management fees(1)
|
|
|
14,000
|
|
|
|
22,263
|
|
|
|
11,770
|
|
|
|
10,180
|
|
|
|
7,846
|
|
Administrator expenses
|
|
|
2,545
|
|
|
|
2,131
|
|
|
|
1,896
|
|
|
|
1,646
|
|
|
|
1,367
|
|
General and administrative and other expenses
|
|
|
3,707
|
|
|
|
3,548
|
|
|
|
3,641
|
|
|
|
3,133
|
|
|
|
2,896
|
|
Income/excise tax expense (benefit)
|
|
|
6
|
|
|
|
962
|
|
|
|
(1,027
|
)
|
|
|
(15
|
)
|
|
|
45
|
|
Excise tax expense (credit)
|
|
|
692
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total operating expenses
|
|
|
34,537
|
|
|
|
43,587
|
|
|
|
29,406
|
|
|
|
25,883
|
|
|
|
22,042
|
|
Net investment income*
|
|
|
23,113
|
|
|
|
14,861
|
|
|
|
18,302
|
|
|
|
12,732
|
|
|
|
11,115
|
|
Realized and unrealized gain (loss) on investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gain (loss) from investments
|
|
|
(8,703
|
)
|
|
|
42,877
|
|
|
|
4,874
|
|
|
|
(5,878
|
)
|
|
|
12,368
|
|
Income tax (provision) benefit from realized gain on investments
|
|
|
(3,895
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net change in unrealized appreciation (depreciation) on investments
|
|
|
4,966
|
|
|
|
(771
|
)
|
|
|
(2,900
|
)
|
|
|
10,825
|
|
|
|
(10,641
|
)
|
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
|
|
|
(575
|
)
|
|
|
355
|
|
|
|
(1,767
|
)
|
|
|
-
|
|
|
|
-
|
|
Total net gain on investments
|
|
|
(8,207
|
)
|
|
|
42,461
|
|
|
|
207
|
|
|
|
4,947
|
|
|
|
1,727
|
|
Realized loss on extinguishment of debt*
|
|
|
(128
|
)
|
|
|
(1,583
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,455
|
)
|
Net increase in net assets resulting from operations
|
|
$
|
14,778
|
|
|
$
|
55,739
|
|
|
$
|
18,509
|
|
|
$
|
17,679
|
|
|
$
|
11,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adoption of ASC 606(2)
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
(0.01
|
)
|
|
$
|
-
|
|
|
$
|
-
|
|
Earnings per common share—basic and diluted(3)
|
|
|
1.32
|
|
|
|
5.98
|
|
|
|
2.63
|
|
|
|
2.93
|
|
|
|
1.98
|
|
Net investment income per share—basic and diluted(3)*
|
|
|
2.07
|
|
|
|
1.59
|
|
|
|
2.60
|
|
|
|
2.11
|
|
|
|
1.94
|
|
Net realized and unrealized gain (loss) per share—basic and diluted(3)
|
|
|
(0.74
|
)
|
|
|
4.56
|
|
|
|
0.03
|
|
|
|
0.82
|
|
|
|
0.30
|
|
Realized loss on extinguishment of debt*
|
|
|
(0.01
|
)
|
|
|
(0.17
|
)
|
|
|
|
|
|
|
|
|
|
|
(0.26
|
)
|
Dividends declared per common share(4)
|
|
|
1.23
|
|
|
|
2.21
|
|
|
|
2.06
|
|
|
|
1.90
|
|
|
|
1.93
|
|
Issuance of common stock above net asset value(5)
|
|
|
-
|
|
|
|
-
|
|
|
|
0.15
|
|
|
|
-
|
|
|
|
-
|
|
Dilutive impact of dividends paid in stock on net asset value per share and other items(6)
|
|
|
(0.10
|
)
|
|
|
(0.26
|
)
|
|
|
(0.05
|
)
|
|
|
(0.04
|
)
|
|
|
(0.14
|
)
|
Repurchases of common stock(7)
|
|
|
0.13
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net asset value per share
|
|
$
|
27.25
|
|
|
$
|
27.13
|
|
|
$
|
23.62
|
|
|
$
|
22.96
|
|
|
$
|
21.97
|
|
Total return based on market value(8)
|
|
|
7.63
|
%
|
|
|
9.28
|
%
|
|
|
16.11
|
%
|
|
|
5.28
|
%
|
|
|
80.83
|
%
|
Total return based on net asset value(9)
|
|
|
7.31
|
%
|
|
|
26.22
|
%
|
|
|
13.33
|
%
|
|
|
14.45
|
%
|
|
|
12.62
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Assets and Liabilities Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment assets at fair value
|
|
$
|
554,313
|
|
|
$
|
485,632
|
|
|
$
|
402,020
|
|
|
$
|
342,694
|
|
|
$
|
292,661
|
|
Total assets
|
|
|
592,152
|
|
|
|
530,866
|
|
|
|
470,672
|
|
|
|
360,336
|
|
|
|
318,651
|
|
Total debt outstanding, net of discount and/or deferred financing costs
|
|
|
274,050
|
|
|
|
204,879
|
|
|
|
277,151
|
|
|
|
206,486
|
|
|
|
181,476
|
|
Total net assets
|
|
|
304,185
|
|
|
|
304,287
|
|
|
|
180,875
|
|
|
|
143,691
|
|
|
|
127,295
|
|
Net asset value per common share
|
|
$
|
27.25
|
|
|
$
|
27.13
|
|
|
$
|
23.62
|
|
|
$
|
22.96
|
|
|
$
|
21.97
|
|
Common shares outstanding at end of year
|
|
|
11,161,416
|
|
|
|
11,217,545
|
|
|
|
7,657,156
|
|
|
|
6,257,029
|
|
|
|
5,794,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments funded
|
|
$
|
202,261
|
|
|
$
|
204,643
|
|
|
$
|
187,708
|
|
|
$
|
107,697
|
|
|
$
|
126,935
|
|
Principal collections related to investment repayments or sales
|
|
$
|
130,259
|
|
|
$
|
167,253
|
|
|
$
|
135,728
|
|
|
$
|
66,312
|
|
|
$
|
121,159
|
|
Number of investments at year end
|
|
|
81
|
|
|
|
74
|
|
|
|
58
|
|
|
|
56
|
|
|
|
53
|
|
Weighted average yield of income producing debt investments—Non-control/Non-affiliate(10)
|
|
|
9.47
|
%
|
|
|
9.72
|
%
|
|
|
10.93
|
%
|
|
|
11.11
|
%
|
|
|
10.66
|
%
|
Weighted average yield on income producing debt investments—Affiliate(10)
|
|
|
11.43
|
%
|
|
|
11.55
|
%
|
|
|
13.56
|
%
|
|
|
13.06
|
%
|
|
|
12.17
|
%
|
Weighted average yield on income producing debt investments—Control(10)
|
|
|
11.63
|
%
|
|
|
11.23
|
%
|
|
|
13.67
|
%
|
|
|
16.97
|
%
|
|
|
11.64
|
%
|
*
|
Certain prior period amounts have been reclassified to conform to current period presentation.
|
(1)
|
See Note 6 to the consolidated financial statements contained in our most recent Annual Report
on Form 10-K.
|
(2)
|
See Note 2 to the consolidated financial statements contained in our most recent Annual Report
on Form 10-K.
|
(3)
|
For the years ended February 28, 2021, February 29, 2020, February 28, 2019, February 28, 2018
and February 28, 2017, amounts are calculated using weighted average common shares outstanding of 11,188,629, 9,319,192, 7,046,686,
6,024,040 and 5,582,453 respectively.
|
(4)
|
Calculated using the shares outstanding at the ex-dividend date.
|
(5)
|
The continuous issuance of common stock may cause an incremental increase in net asset value per share due to the sale of shares at the then prevailing public offering price and the receipt of net proceeds per share by the Company in excess of net asset value per share on each subscription closing date. The per share data was derived by computing (i) the sum of (A) the number of shares issued in connection with subscriptions and/or distribution reinvestment on each share transaction date multiplied by (B) the differences between the net proceeds per share and the net asset value per share on each share transaction date, divided by (ii) the total shares outstanding during the period.
|
(6)
|
Represents the dilutive effect of issuing common stock below net asset value per share during the period in connection with the satisfaction of the Company’s annual RIC distribution requirement and may include the impact of the different share amounts used for different items (weighted average basic common shares outstanding for the corresponding year and actual common shares outstanding at the end of the year) in the per common share data calculation and rounding impacts. See “Price Range of Common Stock—Dividend Policy” in our most recent Annual Report on Form 10-K.
|
(7)
|
Represents the anti-dilutive impact on the net asset value per share of the Company due to the repurchase of common shares. See Note 10, “Stockholders’ Equity” in our most recent Annual Report on Form 10-K.
|
(8)
|
Total investment return is calculated assuming a purchase of common shares at the current market value on the first day and a sale at the current market value on the last day of the periods reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company’s DRIP. Total investment return does not reflect brokerage commissions.
|
(9)
|
Total investment return is calculated assuming a purchase of common shares at the current net asset value on the first day and a sale at the current net asset value on the last day of the periods reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company’s DRIP. Total investment return does not reflect brokerage commissions.
|
(10)
|
The weighted average yield on income producing investments is higher than what investors in the Company will realize because it does not reflect the Company’s expenses and any sales load paid by investors.
|
RISK FACTORS
Investing
in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider
the risks and uncertainties described in the section titled “Risk Factors” in the applicable prospectus supplement and any
related free writing prospectus, and discussed in the section titled “Risk Factors” in Part I, Item 1A of our most recent
Annual Report on Form 10-K and any subsequent filings we have made with the SEC that are incorporated by reference
into this prospectus or any prospectus supplement, together with other information in this prospectus, the documents incorporated by
reference in this prospectus or any prospectus supplement, and any free writing prospectus that we may authorize for use in connection
with this offering. The risks described in these documents are not the only ones we face. Additional risks and uncertainties that we
are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.
Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate
results or trends in future periods. If any of these risks actually occurs, our business, reputation, financial condition, results of
operations, revenue, and future prospects could be seriously harmed. This could cause our net asset value and the trading price of our
securities to decline, resulting in a loss of all or part of your investment. Please also read carefully the section titled “Special
Note Regarding Forward-Looking Statements” in this prospectus.
USE OF PROCEEDS
We intend to use substantially all of the net proceeds from the sale
of our securities to make investments in middle-market companies in accordance with our investment objective and strategies described
in this prospectus, and for general corporate purposes. We may also use a portion of the net proceeds to reduce any of our outstanding
borrowings.
We anticipate that substantially all of the net proceeds from any
offering of our securities will be used as described above within six to twelve months. Pending such use, we will invest the net proceeds
primarily in high quality, short-term debt securities consistent with our business development company election and our election to be
taxed as a RIC. See “Regulation—Business Development Company Regulations” In Part I, Item 1 of our most recent Annual
Report on Form 10-K. Our ability to achieve our investment objective may be limited to the extent that the net proceeds from an offering,
pending full investment, are held in interest-bearing deposits or other short-term instruments. The supplement to this prospectus relating
to an offering will more fully identify the use of proceeds from such an offering.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus
contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical
facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments,
our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,”
“plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,”
“would,” “should,” “targets,” “projects” and variations of these words and similar expressions
are intended to identify forward-looking statements. The forward-looking statements contained in this report involve risks and uncertainties,
including statements as to:
The forward-looking statements contained in this prospectus involve
risks and uncertainties, including statements as to:
|
●
|
our future operating results and the impact of the coronavirus (“COVID-19”) pandemic thereon;
|
|
●
|
the introduction, withdrawal, success and timing of business initiatives and strategies;
|
|
●
|
changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which
could result in changes in the value of our assets;
|
|
●
|
pandemics or other serious public health events, such as the recent global outbreak of COVID-19;
|
|
●
|
the relative and absolute investment performance and operations of our Investment Manager;
|
|
●
|
the impact of increased competition;
|
|
●
|
our ability to turn potential investment opportunities into transactions and thereafter into completed and successful investments;
|
|
●
|
the unfavorable resolution of any future legal proceedings;
|
|
●
|
our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective
objectives as a result of the current COVID-19 pandemic;
|
|
●
|
the impact of investments that we expect to make and future acquisitions and divestitures;
|
|
●
|
our contractual arrangements and relationships with third parties;
|
|
●
|
the dependence of our future success on the general economy and its impact on the industries in which we invest and the impact
of the COVID-19 pandemic thereon;
|
|
●
|
the ability of our portfolio companies to achieve their objectives;
|
|
●
|
our expected financings and investments;
|
|
●
|
our regulatory structure and tax status, including our ability to operate as a business development company (“BDC”),
or to operate our small business investment company (“SBIC”) subsidiaries, and to continue to qualify to be taxed as
a regulated investment company (“RIC”);
|
|
●
|
the adequacy of our cash resources and working capital;
|
|
●
|
the timing of cash flows, if any, from the operations of our portfolio companies and the impact of the COVID-19 pandemic thereon;
|
|
●
|
the impact of interest rate volatility on our results, particularly because we use leverage as part of our investment strategy;
|
|
●
|
the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government
agencies relating to us or our Manager;
|
|
●
|
the impact of changes to tax legislation and, generally, our tax position;
|
|
●
|
our ability to access capital and any future financings by us;
|
|
●
|
the ability of our Manager to attract and retain highly talented professionals; and
|
|
●
|
the ability of our Manager to locate suitable investments for us and to monitor and effectively administer our investments and
the impacts of the COVID-19 pandemic thereon.
|
Although
we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove
to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions
include our ability to originate new debt investments, certain margins and levels of profitability and the availability of additional
capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this prospectus should
not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those
described or identified in “Risk Factors” in Part I, Item 1A of our most recent Annual Report on Form 10-K, in
Part II, Item 1A of our most recent Quarterly Report on Form 10-Q, and elsewhere in this prospectus, any applicable
prospectus supplement or free writing prospectus, including the documents we incorporate by reference. You should not place undue reliance
on these forward-looking statements, which are based on information available to us as of the applicable date of this prospectus, any
applicable prospectus supplement or free writing prospectus, including any documents incorporated by reference, and while we believe
such information forms, or will form, a reasonable basis for such statements, such information may be limited or incomplete, and our
statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available
relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely on these statements.
PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS
Our
common stock is traded on the NYSE under the symbol “SAR”. The following table lists the high and low closing sale price
for our common stock, and the closing sale price as a percentage of net asset value, or NAV, and the cash distributions per share that
we have declared on our common stock for each fiscal quarter during the last two most recently completed fiscal years.
Period
|
|
NAV (1)
|
|
|
High
Closing
Sales
Price
|
|
|
Low
Closing
Sales
Price
|
|
|
Premium /
(Discount) of
High Sales
Price to NAV
(2)
|
|
|
Premium /
(Discount) of
Low Sales
Price to NAV
(2)
|
|
|
Distributions
Per Share (3)
|
|
Year ended February 28, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
*
|
|
|
$
|
26.54
|
|
|
$
|
22.66
|
|
|
|
*
|
%
|
|
|
*
|
%
|
|
$
|
*
|
|
Second Quarter (through June 29, 2021)
|
|
|
*
|
|
|
|
26.95
|
|
|
|
25.70
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
Year ended February 28, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
25.11
|
|
|
|
24.97
|
|
|
|
8.40
|
|
|
|
(0.6
|
)
|
|
|
(66.5
|
)
|
|
|
-
|
|
Second Quarter
|
|
|
26.68
|
|
|
|
18.71
|
|
|
|
15.08
|
|
|
|
(29.9
|
)
|
|
|
(43.5
|
)
|
|
|
0.40
|
|
Third Quarter
|
|
|
26.84
|
|
|
|
22.67
|
|
|
|
16.21
|
|
|
|
(15.5
|
)
|
|
|
(39.6
|
)
|
|
|
0.41
|
|
Fourth Quarter
|
|
|
27.25
|
|
|
|
24.20
|
|
|
|
20.43
|
|
|
|
(11.2
|
)
|
|
|
(25.0
|
)
|
|
|
0.42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended February 29, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
24.06
|
|
|
|
25.60
|
|
|
|
22.27
|
|
|
|
6.4
|
|
|
|
(7.4
|
)
|
|
|
0.55
|
|
Second Quarter
|
|
|
24.47
|
|
|
|
25.50
|
|
|
|
23.31
|
|
|
|
4.2
|
|
|
|
(4.7
|
)
|
|
|
0.56
|
|
Third Quarter
|
|
|
25.30
|
|
|
|
26.23
|
|
|
|
24.00
|
|
|
|
3.7
|
|
|
|
(5.1
|
)
|
|
|
-
|
|
Fourth Quarter
|
|
|
27.13
|
|
|
|
28.35
|
|
|
|
22.91
|
|
|
|
4.5
|
|
|
|
(15.6
|
)
|
|
|
0.56
|
|
(1)
|
Net asset value per share is determined as of the last day in the relevant quarter and therefore
may not reflect the net asset value per share on the date of the high and low sales prices. The net asset values shown are based
on outstanding shares at the end of each period.
|
(2)
|
Calculated as the respective high or low closing sales price
divided by the quarter end net asset value and subtracting 1.
|
(3)
|
Represents the regular and special, if applicable, distribution declared in the specified quarter.
We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution,
stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically
“opt out” of the dividend reinvestment plan so as to receive cash distributions. See “Dividend Reinvestment Plan.”
|
On
June 29, 2021, the last reported sales price of our common stock was $26.95 per share. As of June 29,
2021, we had approximately 11 stockholders of record.
Shares
of BDCs may trade at a market price that is less than the net asset value of those shares. The possibilities that our shares of common
stock will trade at a discount from net asset value or at premiums that are unsustainable over the long term are separate and distinct
from the risk that our net asset value will decrease. It is not possible to predict whether any common stock offered pursuant to this
prospectus supplement will trade at, above, or below net asset value. As of June 29, 2021, our shares of common stock
traded at a discount equal to approximately 1.1% of the net assets attributable to those shares based upon our $27.25
net asset value per share as of February 28, 2021. It is not possible to predict whether the shares offered hereby will trade at, above,
or below net asset value.
We
intend to continue to pay quarterly distributions to our stockholders. Our quarterly distributions, if any, are determined by our board
of directors. We have elected to be taxed as a RIC under Subchapter M of the Code. As long as we qualify for tax treatment as a RIC,
we will not be taxed on our investment company taxable income or net capital gain, to the extent that such income or gain is distributed,
or deemed to be distributed, to stockholders on a timely basis.
There
were no deemed distributions during the fiscal years ended February 28, 2021; February 29, 2020 and February 28, 2019.
We
may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of
these distributions from time to time. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax
consequences, including possible loss of our tax treatment as a RIC. We cannot assure stockholders that they will receive any distributions
at a particular level.
We
have adopted a dividend reinvestment plan that provides for reinvestment of our distributions on behalf of our stockholders, unless a
stockholder elects to receive cash. As a result, if our board of directors authorizes, and we declare, a cash distribution, then our
stockholders who have not “opted out” of our dividend reinvestment plan will have their cash distribution automatically reinvested
in additional shares of our common stock, rather than receiving the cash distribution. Under the terms of our dividend reinvestment plan,
dividends will primarily be paid in newly issued shares of common stock. However, we reserve the right to purchase shares in the open
market in connection with the implementation of the plan. This feature of the plan means that, under certain circumstances, we may issue
shares of our common stock at a price below net asset value per share, which could cause our stockholders to experience dilution.
To
maintain our qualification as a RIC, we must, among other things, distribute at least 90.0% of our net ordinary income and our net short-term
capital gains in excess of our net long-term capital losses, if any. In order to avoid certain excise taxes imposed on RICs, we currently
intend to distribute during each calendar year an amount at least equal to the sum of (1) 98.0% of our net ordinary income for the
calendar year, (2) 98.2% of our capital gain net income for the calendar year and (3) any net ordinary income and capital gain
net income that we recognized for preceding years, but were not distributed during such years, and on which we paid no U.S. federal income
tax. We may retain for investment some or all of our net capital gain (i.e., net long-term capital gains in excess of net short-term
capital losses) and treat such amounts as deemed distributions to our stockholders. If we do this, you will be treated as if you received
an actual distribution of the capital gain we retain and then reinvested the net after-tax proceeds in our common stock. You
also may be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to your allocable share of the tax we paid
on the capital gain deemed distributed to you. Please refer to “Certain U.S. Federal Income Tax Considerations” for further
information regarding the consequences of our retention of net capital gain. We can offer no assurance that we will achieve results that
will permit the payment of any cash distributions and, if we issue senior securities, we will be prohibited from making distributions
if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the
terms of any of our borrowings. See “Regulation” and “Certain U.S. Federal Income Tax Considerations.”
We
may make distributions that are payable in cash or shares of our common stock at the election of each stockholder. In accordance with
Treasury regulations and published guidance issued by the Internal Revenue Service, a publicly offered RIC may treat distributions of
its own stock as counting towards its RIC distribution requirements if each stockholder may elect to receive his, her, or its entire
distribution in either cash or stock of the RIC. This published guidance indicates that the rule will apply where the aggregate amount
of cash to be distributed to all stockholders is not less than 20% of the aggregate declared distribution. Under the published guidance,
if too many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated among the
stockholders electing to receive cash (with the balance of the distribution paid in stock). If we decide to make any distributions that
are payable in part in shares of our stock, U.S. stockholders receiving such distributions generally will be required to include the
full amount of the distribution (whether received in cash, shares of our stock, or a combination thereof) as ordinary income (or as long-term
capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated
earnings and profits. As a result, a U.S. stockholder may be required to pay tax with respect to such distributions in excess of any
cash received. If a U.S. stockholder sells the stock it receives in order to pay this tax, the sales proceeds may be less than the amount
included in income with respect to the distribution, depending on the market price of our stock at the time of the sale. Furthermore,
with respect to non-U.S. stockholders, we may be required to withhold U.S. federal tax with respect to such distributions,
including in respect of all or a portion of such distributions that are payable in stock. In addition, if a significant number of our
stockholders determine to sell shares of our stock in order to pay taxes owed on such distributions, it may put downward pressure on
the trading price of shares of our stock.
Distributions in excess of our current and accumulated
profits and earnings would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining
distributions would be treated as a capital gain. The determination of the tax attributes of our distributions will be made annually
as of the end of our fiscal year based upon our taxable income for the full year and distributions paid for the full year. Therefore,
a determination made on a quarterly basis may not be representative of the actual tax attributes of our distributions for a full year.
Each year, a statement on Form 1099-DIV identifying the source of the distribution will be sent to our U.S. stockholders of
record. Our board of directors presently intends to declare and pay quarterly dividends. Our ability to pay dividends could be affected
by future business performance, liquidity, capital needs, alternative investment opportunities and loan covenants.
FINANCIAL HIGHLIGHTS
The following table of
financial highlights is intended to help a prospective investor understand the Company’s financial performance for the periods shown.
The financial data set forth in the following table as of and for the years ended February 28, 2021 to 2012 are derived from our consolidated
financial statements, which have been audited by Ernst & Young LLP, an independent registered public accounting firm whose reports
thereon are incorporated by reference in this prospectus, certain documents incorporated by reference in this prospectus or the accompanying prospectus
supplement, or our Annual Reports on Form 10-K filed with the SEC, which may be obtained from www.sec.gov or
upon request. In addition, the financial highlights table under the caption “Note 13. Financial Highlights” in our most recent
Annual Report on Form 10-K is incorporated herein by reference. You should read these financial highlights in conjunction with our consolidated
financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
included in this prospectus, any documents incorporated by reference in this prospectus or the accompanying prospectus supplement, or
our Annual Reports on Form 10-K filed with the SEC.
|
|
For
the year ended
|
|
|
|
February
28,
2021
|
|
|
February
29,
2020
|
|
|
February
28,
2019
|
|
|
February
28,
2018
|
|
|
February
28,
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value at beginning of period
|
|
|
27.13
|
|
|
|
23.62
|
|
|
|
22.96
|
|
|
|
21.97
|
|
|
|
22.06
|
|
Adoption
of ASC 606
|
|
|
-
|
|
|
|
-
|
|
|
|
(0.01
|
)
|
|
|
-
|
|
|
|
-
|
|
Net
asset value at beginning of period, as adjusted
|
|
|
27.13
|
|
|
|
23.62
|
|
|
|
22.95
|
|
|
|
21.97
|
|
|
|
22.06
|
|
Net
investment income(1)
|
|
|
2.07
|
|
|
|
1.59
|
|
|
|
2.60
|
|
|
|
2.11
|
|
|
|
1.94
|
|
Net
realized and unrealized gain and (losses) on investments(1)
|
|
|
(0.74
|
)
|
|
|
4.56
|
|
|
|
0.03
|
|
|
|
0.82
|
|
|
|
0.30
|
|
Realized
losses on extinguishment of debt*
|
|
|
(0.01
|
)
|
|
|
(0.17
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(0.26
|
)
|
Net
increase in net assets resulting from operations
|
|
|
1.32
|
|
|
|
5.98
|
|
|
|
2.63
|
|
|
|
2.93
|
|
|
|
2.24
|
|
Distributions
declared from net investment income
|
|
|
(1.23
|
)
|
|
|
(2.21
|
)
|
|
|
(2.06
|
)
|
|
|
(1.90
|
)
|
|
|
(1.93
|
)
|
Total
distributions to stockholders
|
|
|
(1.23
|
)
|
|
|
(2.21
|
)
|
|
|
(2.06
|
)
|
|
|
(1.90
|
)
|
|
|
(1.93
|
)
|
Issuance
of common stock above net asset value(2)
|
|
|
-
|
|
|
|
-
|
|
|
|
0.15
|
|
|
|
-
|
|
|
|
-
|
|
Repurchases
of common stock(3)
|
|
|
0.13
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Dilution(4)
|
|
|
(0.10
|
)
|
|
|
(0.26
|
)
|
|
|
(0.05
|
)
|
|
|
(0.04
|
)
|
|
|
(0.14
|
)
|
Net
asset value at end of period
|
|
|
27.25
|
|
|
|
27.13
|
|
|
|
23.62
|
|
|
|
22.96
|
|
|
|
21.97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per
share market value at end of period
|
|
$
|
23.08
|
|
|
$
|
22.91
|
|
|
$
|
23.04
|
|
|
$
|
21.86
|
|
|
$
|
22.74
|
|
Total
return based on market value(5)(6)
|
|
|
7.63
|
%
|
|
|
9.28
|
%
|
|
|
16.11
|
%
|
|
|
5.28
|
%
|
|
|
80.83
|
%
|
Total
return based on net asset value(5)(7)
|
|
|
7.31
|
%
|
|
|
26.22
|
%
|
|
|
13.33
|
%
|
|
|
14.45
|
%
|
|
|
12.62
|
%
|
Shares
outstanding at end of period
|
|
|
11,161,416
|
|
|
|
11,217,545
|
|
|
|
7,657,156
|
|
|
|
6,257,029
|
|
|
|
5,794,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio/Supplemental
data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets at end of period
|
|
|
304,185,770
|
|
|
|
304,286,853
|
|
|
|
180,875,187
|
|
|
|
143,691,367
|
|
|
|
127,294,777
|
|
Ratio
of total expenses to average net assets(8)*
|
|
|
11.60
|
%
|
|
|
18.49
|
%
|
|
|
18.03
|
%
|
|
|
19.05
|
%
|
|
|
17.27
|
%
|
Ratio
of net investment income to average net assets(8)*
|
|
|
7.77
|
%
|
|
|
6.31
|
%
|
|
|
11.22
|
%
|
|
|
9.37
|
%
|
|
|
8.71
|
%
|
Portfolio
turnover rate(5)(9)
|
|
|
25.26
|
%
|
|
|
36.82
|
%
|
|
|
35.26
|
%
|
|
|
19.73
|
%
|
|
|
43.76
|
%
|
|
|
For
the year ended
|
|
|
|
February
29,
2016
|
|
|
February
28,
2015
|
|
|
February
28,
2014
|
|
|
February
28,
2013
|
|
|
February
29,
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value at beginning of period
|
|
|
22.70
|
|
|
|
21.08
|
|
|
|
22.71
|
|
|
|
24.94
|
|
|
|
26.20
|
|
Adoption
of ASC 606
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net
asset value at beginning of period, as adjusted
|
|
|
22.70
|
|
|
|
21.08
|
|
|
|
22.71
|
|
|
|
24.94
|
|
|
|
26.20
|
|
Net
investment income(1)
|
|
|
1.91
|
|
|
|
1.80
|
|
|
|
1.80
|
|
|
|
1.57
|
|
|
|
1.52
|
|
Net
realized and unrealized gain and (losses) on investments(1)
|
|
|
0.18
|
|
|
|
0.24
|
|
|
|
(0.07
|
)
|
|
|
1.85
|
|
|
|
2.21
|
|
Realized
losses on extinguishment of debt*
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net
increase in net assets resulting from operations
|
|
|
2.09
|
|
|
|
2.04
|
|
|
|
1.73
|
|
|
|
3.42
|
|
|
|
3.73
|
|
Distributions
declared from net investment income
|
|
|
(2.36
|
)
|
|
|
(0.40
|
)
|
|
|
(2.65
|
)
|
|
|
(4.25
|
)
|
|
|
(3.00
|
)
|
Total
distributions to stockholders
|
|
|
(2.36
|
)
|
|
|
(0.40
|
)
|
|
|
(2.65
|
)
|
|
|
(4.25
|
)
|
|
|
(3.00
|
)
|
Issuance
of common stock above net asset value(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchases
of common stock(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilution(4)
|
|
|
(0.37
|
)
|
|
|
(0.02
|
)
|
|
|
(0.71
|
)
|
|
|
(1.40
|
)
|
|
|
(1.99
|
)
|
Net
asset value at end of period
|
|
|
22.06
|
|
|
|
22.70
|
|
|
|
21.08
|
|
|
|
22.71
|
|
|
|
24.94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per
share market value at end of period
|
|
$
|
14.22
|
|
|
$
|
15.76
|
|
|
$
|
15.85
|
|
|
$
|
17.02
|
|
|
$
|
15.88
|
|
Total
return based on market value(5)(6)
|
|
|
4.27
|
%
|
|
|
1.63
|
%
|
|
|
9.11
|
%
|
|
|
36.67
|
%
|
|
|
12.82
|
%
|
Total
return based on net asset value(5)(7)
|
|
|
11.10
|
%
|
|
|
10.09
|
%
|
|
|
8.75
|
%
|
|
|
16.12
|
%
|
|
|
16.98
|
%
|
Shares
outstanding at end of period
|
|
|
5,672,227
|
|
|
|
5,401,899
|
|
|
|
5,379,616
|
|
|
|
4,730,116
|
|
|
|
3,876,661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio/Supplemental
data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets at end of period
|
|
|
125,149,875
|
|
|
|
122,598,742
|
|
|
|
113,427,929
|
|
|
|
107,437,874
|
|
|
|
96,689,122
|
|
Ratio
of total expenses to average net assets(8)*
|
|
|
15.46
|
%
|
|
|
14.85
|
%
|
|
|
12.59
|
%
|
|
|
10.19
|
%
|
|
|
8.91
|
%
|
Ratio
of net investment income to average net assets(8)*
|
|
|
8.52
|
%
|
|
|
8.11
|
%
|
|
|
7.97
|
%
|
|
|
6.26
|
%
|
|
|
5.64
|
%
|
Portfolio
turnover rate(5)(9)
|
|
|
26.22
|
%
|
|
|
31.28
|
%
|
|
|
37.82
|
%
|
|
|
17.30
|
%
|
|
|
36.34
|
%
|
|
*
|
Certain
prior period amounts have been reclassified to conform to current period presentation.
|
|
(1)
|
Per share amounts are calculated using the weighted average shares
outstanding during the period.
|
|
(2)
|
The continuous issuance of common stock may cause an incremental
increase in net asset value per share due to the sale of shares at the then prevailing public offering price and the receipt of net proceeds
per share by the Company in excess of net asset value per share on each subscription closing date. The per share data was derived by
computing (i) the sum of (A) the number of shares issued in connection with subscriptions and/or distribution reinvestment on each share
transaction date multiplied by (B) the differences between the net proceeds per share and the net asset value per share on each share
transaction date, divided by (ii) the total shares outstanding during the period.
|
|
(3)
|
Represents the anti-dilutive impact on the net asset value per
share ("NAV") of the Company due to the repurchase of common shares. See Note 10, Stockholders’ Equity.
|
|
(4)
|
Represents the dilutive effect of issuing common stock below net
asset value per share during the period in connection with the satisfaction of the Company’s annual RIC distribution requirement and
may include the impact of the different share amounts used for different items (weighted average basic common shares outstanding for
the corresponding year and actual common shares outstanding at the end of the year) in the per common share data calculation and rounding
impacts. See Note 12, Dividend.
|
|
(5)
|
Ratios are not annualized.
|
|
(6)
|
Total investment return is calculated assuming a purchase of common
shares at the current market value on the first day and a sale at the current market value on the last day of the periods reported. Dividends
and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company’s
DRIP. Total investment return does not reflect brokerage commissions.
|
|
(7)
|
Total investment return is calculated assuming a purchase of common
shares at the current net asset value on the first day and a sale at the current net asset value on the last day of the periods reported.
Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company’s
DRIP. Total investment return does not reflect brokerage commissions.
|
|
(8)
|
Ratios are annualized. Incentive management fees included within
the ratio are not annualized.
|
|
(9)
|
Portfolio turnover rate is calculated using the lesser of year-to-date
sales or year-to-date purchases over the average of the invested assets at fair value.
|
DIVIDEND REINVESTMENT PLAN
We
have adopted a dividend reinvestment plan (the “Plan”) that provides that, unless you elect to receive your dividends or other
distributions in cash, they will be automatically reinvested by the Plan Administrator, Broadridge Financial Solutions, Inc., in additional
shares of our common stock. If you elect to receive your dividends or other distributions in cash, you will receive them in cash paid
by check mailed directly to you by the Plan Administrator. The reinvestment of our distributions does not relieve stockholders of any
tax that may be payable on such distributions. For U.S. federal income tax purposes, stockholders will be treated as receiving the amount
of the distributions made by us, which amount generally will be either equal to the amount of the cash distribution the stockholder would
have received if the stockholder had elected to receive cash or, for shares issued by us, the fair market value of the shares issued to
the stockholder.
No
action is required on the part of a registered stockholder to have their cash dividend reinvested in shares of our common stock. When
the share price of our common stock is trading above net asset value, we intend to primarily use newly issued shares to implement the
plan. However, we reserve the right to purchase shares in the open market in connection with our implementation of the plan even if the
share price of our common stock is trading below net asset value. Unless you or your brokerage firm decides to opt out of the Plan, the
number of shares of common stock you will receive will be determined as follows:
(1)
If we use newly issued shares under the Plan, we will issue the new shares at a price equal to 95% of the average of the market prices
of our common stock at the close of trading on the ten trading days immediately preceding and ending on the date fixed by our board of
directors for the payment of the dividend.
(2)
If we use shares purchased in the open market under the Plan, the Plan Administrator will receive the dividend or distribution in cash
and will purchase common stock in the open market, on the New York Stock Exchange or elsewhere, for the participants’ accounts.
Shares purchased in the open market will be allocated to a participant based on the average purchase price, excluding any brokerage charges
or other charges, of all shares purchased with respect to the dividend.
You
may withdraw from the Plan at any time by giving written notice to the Plan Administrator, or by telephone in accordance with such reasonable
requirements as we and the Plan Administrator may agree upon. If you withdraw or the Plan is terminated, you will receive a certificate
for each whole share in your account under the Plan and you will receive a cash payment for any fraction of a share in your account. If
you wish, the Plan Administrator will sell your shares and send you the proceeds, minus brokerage commissions.
The
Plan Administrator maintains all common stockholders’ accounts in the Plan and gives written confirmation of all transactions in
the accounts, including information you may need for tax records. Common stock in your account will be held by the Plan Administrator
in non-certificated form. The Plan Administrator will forward to each participant any proxy solicitation material and will vote
any shares so held only in accordance with proxies returned to us. Any proxy you receive will include all common stock you have received
under the Plan.
There
is no brokerage charge for reinvestment of your dividends or distributions in common stock.
Automatically reinvesting
dividends and distributions does not mean that you do not have to pay U.S. federal income taxes due upon the reinvestment of such dividends
and distributions. See “Certain U.S. Federal Income Tax Considerations”.
If
you hold your common stock with a brokerage firm that does not participate in the Plan, you will not be able to participate in the Plan
and any dividend reinvestment may be effected on different terms than those described above. Consult your financial advisory for more
information.
Neither
us nor the Plan Administrator nor its nominee or nominees shall be liable for any act done in good faith, or for any good faith omission
to act, including without limitation, any claims of liability arising out of failure to terminate a participant’s account upon the
participant’s death prior to receipt of notice in writing of such death, and with respect to the price at which shares are purchased
or sold for the participant’s account.
The
Plan Administrator’s fees under the Plan will be borne by us. There is no direct service charge to participants in the Plan; however,
we reserve the right to amend or terminate the Plan, including amending the Plan to include a service charge payable by the participants,
if in the judgment of the board of directors the change is warranted. Any amendment to the Plan, except amendments necessary or appropriate
to comply with applicable law or the rules and policies of the SEC or any other regulatory authority, require us to provide at least 30
days written notice to each participant. Additional information about the Plan may be obtained from Broadridge Financial Solutions, Inc.,
1717 Arch St., Suite 1300, Philadelphia, PA 19103.
MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information
included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in
Part II, Item 7 of our most recent Annual Report on Form 10-K is incorporated herein by reference.
SENIOR SECURITIES
Information about our
senior securities as of the fiscal years ended February 28, 2021 to February 28, 2007 is located in the notes to our
consolidated financial statements under the caption “Note 7. Borrowings” in our most recent Annual Report on
Form 10-K, and is incorporated by reference into the registration statement of which this prospectus is a part. The report
of our independent registered public accounting firm on the consolidated financial statements as of February 28, 2021
and February 29, 2020 and for each of the three years ended February 28, 2020, February 29, 2020 and February 28, 2019 is included
in our most recent Annual Report on Form 10-K, filed on May 5, 2021, and is incorporated by reference into the
registration statement of which this prospectus is a part.
THE COMPANY
The information in the sections
entitled “Business” in Part I, Item 1 and “Properties” in Part I, Item 2 and “Legal
Proceedings” in Part I, Item 3 in our most recent Annual Report on Form 10-K is incorporated herein by reference.
PORTFOLIO COMPANIES
The following table sets forth certain information as of February 28,
2021 for each portfolio company in which we had a debt or equity investment. Other than these investments, our only relationships with
our portfolio companies are the managerial assistance we may separately provide to our portfolio companies, which services would be ancillary
to our investments, and the board observer or participation rights we may receive.
Company
|
|
Industry
|
|
Investment Interest Rate/
Maturity
|
|
Original Acquisition
Date
|
|
Principal/
Number of Shares
|
|
|
Cost
|
|
|
Fair
Value (c)
|
|
|
% of
Net Assets
|
|
|
Company Address
|
Non-control/Non-affiliate investments - 154.5% (b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Targus Holdings, Inc. (d), (h)
|
|
Consumer Products
|
|
Common Stock
|
|
12/31/2009
|
|
|
210,456
|
|
|
|
1,589,630
|
|
|
|
475,116
|
|
|
|
0.2
|
%
|
|
1211 North Miller Street, Anaheim, CA
92806 USA
|
|
|
|
|
Total Consumer Products
|
|
|
|
|
|
|
|
|
1,589,630
|
|
|
|
475,116
|
|
|
|
0.2
|
%
|
|
|
My Alarm Center, LLC (k)
|
|
Consumer Services
|
|
Preferred Equity Class A Units
8.00% PIK
|
|
7/14/2017
|
|
|
2,227
|
|
|
|
2,357,879
|
|
|
|
-
|
|
|
|
0.0
|
%
|
|
|
My Alarm Center, LLC (h)
|
|
Consumer Services
|
|
Preferred Equity Class B Units
|
|
7/14/2017
|
|
|
1,797
|
|
|
|
1,796,880
|
|
|
|
-
|
|
|
|
0.0
|
%
|
|
|
My Alarm Center, LLC (h)
|
|
Consumer Services
|
|
Preferred Equity Class Z Units
|
|
9/12/2018
|
|
|
676
|
|
|
|
712,343
|
|
|
|
181,240
|
|
|
|
0.1
|
%
|
|
|
My Alarm Center, LLC (h)
|
|
Consumer Services
|
|
Common Stock
|
|
7/14/2017
|
|
|
96,224
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0.0
|
%
|
|
3803 West Chester Pike, Suite 100, Newton Square,
PA 19073
|
|
|
|
|
Total Consumer Services
|
|
|
|
|
|
|
|
|
4,867,102
|
|
|
|
181,240
|
|
|
|
0.1
|
%
|
|
|
Schoox,
Inc. (i), (h)
|
|
Corporate Education Software
|
|
Series 1 Membership Interest
|
|
12/8/2020
|
|
|
226,782
|
|
|
|
1,050,000
|
|
|
|
1,050,000
|
|
|
|
0.3
|
%
|
|
701 Brazos St#539, Austin, TX 78701
|
|
|
|
|
Total Corporate Education
Software
|
|
|
|
|
|
|
|
|
1,050,000
|
|
|
|
1,050,000
|
|
|
|
0.3
|
%
|
|
|
Passageways, Inc.
|
|
Corporate Governance
|
|
First Lien Term Loan
(3M USD LIBOR+7.00%), 8.75% Cash, 12/31/2025
|
|
7/5/2018
|
|
$
|
5,000,000
|
|
|
|
4,972,250
|
|
|
|
5,050,000
|
|
|
|
1.7
|
%
|
|
|
Passageways, Inc. (j)
|
|
Corporate Governance
|
|
Delayed Draw Term Loan
(3M USD LIBOR+7.00%), 8.75% Cash, 12/31/2025
|
|
1/3/2020
|
|
$
|
5,000,000
|
|
|
|
4,980,871
|
|
|
|
5,050,000
|
|
|
|
1.7
|
%
|
|
|
Passageways, Inc. (h)
|
|
Corporate Governance
|
|
Series A Preferred Stock
|
|
7/5/2018
|
|
|
2,027,205
|
|
|
|
1,000,000
|
|
|
|
3,164,579
|
|
|
|
1.0
|
%
|
|
8 North 3rd Street, Suite 101, Lafayette, Indiana
47901
|
|
|
|
|
Total Corporate Governance
|
|
|
|
|
|
|
|
|
10,953,121
|
|
|
|
13,264,579
|
|
|
|
4.4
|
%
|
|
|
New England Dental Partners
|
|
Dental Practice Management
|
|
First Lien Term Loan
(3M USD LIBOR+8.00%), 8.50% Cash, 11/25/2025
|
|
11/25/2020
|
|
$
|
6,555,000
|
|
|
|
6,491,331
|
|
|
|
6,489,450
|
|
|
|
2.1
|
%
|
|
|
New England Dental Partners (j)
|
|
Dental Practice Management
|
|
Delayed Draw Term Loan
(3M USD LIBOR+8.00%),
8.50% Cash, 11/25/2025
|
|
11/25/2020
|
|
$
|
650,000
|
|
|
|
644,419
|
|
|
|
643,500
|
|
|
|
0.2
|
%
|
|
1 Technology Park Drive, Bourne, MA 02536
|
|
|
|
|
Total Dental Practice Management
|
|
|
|
|
|
|
|
|
7,135,750
|
|
|
|
7,132,950
|
|
|
|
2.3
|
%
|
|
|
PDDS Buyer, LLC
|
|
Dental Practice Management Software
|
|
First Lien Term Loan
(3M USD LIBOR+7.00%), 9.50% Cash, 7/15/2024
|
|
7/15/2019
|
|
$
|
14,000,000
|
|
|
|
13,895,777
|
|
|
|
14,278,600
|
|
|
|
4.7
|
%
|
|
|
PDDS Buyer, LLC
|
|
Dental Practice Management Software
|
|
Delayed Draw Term Loan
(3M USD LIBOR+7.00%), 9.50% Cash, 7/15/2024
|
|
7/15/2019
|
|
$
|
7,000,000
|
|
|
|
6,938,964
|
|
|
|
7,139,300
|
|
|
|
2.3
|
%
|
|
|
PDDS Buyer, LLC (h)
|
|
Dental Practice Management Software
|
|
Series A-1 Preferred Shares
|
|
8/10/2020
|
|
|
1,755,831
|
|
|
|
2,000,000
|
|
|
|
2,240,946
|
|
|
|
0.7
|
%
|
|
3990 Westerly Place, Suite 200, Newport Beach, CA
92660
|
|
|
|
|
Total Dental Practice Management
Software
|
|
|
|
|
|
|
|
|
22,834,741
|
|
|
|
23,658,846
|
|
|
|
7.7
|
%
|
|
|
C2 Educational Systems (d)
|
|
Education Services
|
|
First Lien Term Loan
(3M USD LIBOR+8.50%), 10.00% Cash, 5/31/2023
|
|
5/31/2017
|
|
$
|
16,000,000
|
|
|
|
15,998,379
|
|
|
|
13,499,200
|
|
|
|
4.4
|
%
|
|
6465 East Johns Crossing, Suite 100, Duluth Georgia 30097
|
Texas Teachers of Tomorrow, LLC (h), (i)
|
|
Education Services
|
|
Common Stock
|
|
12/2/2015
|
|
|
750
|
|
|
|
750,000
|
|
|
|
1,011,596
|
|
|
|
0.3
|
%
|
|
|
Texas Teachers of Tomorrow, LLC (d)
|
|
Education Services
|
|
First Lien Term Loan
(3M USD LIBOR+7.25%), 9.75%
Cash, 6/28/2024
|
|
6/28/2019
|
|
$
|
25,947,024
|
|
|
|
25,748,711
|
|
|
|
25,874,372
|
|
|
|
8.5
|
%
|
|
5599 San Felipe Street, Suite 1425, Houston, Texas
77056
|
|
|
|
|
Total Education Services
|
|
|
|
|
|
|
|
|
42,497,090
|
|
|
|
40,385,168
|
|
|
|
13.2
|
%
|
|
|
Destiny Solutions Inc. (d)
|
|
Education Software
|
|
First Lien Term Loan
(3M USD LIBOR+7.50%), 9.50% Cash, 10/24/2024
|
|
5/16/2018
|
|
$
|
43,500,000
|
|
|
|
43,204,446
|
|
|
|
43,630,500
|
|
|
|
14.3
|
%
|
|
|
Destiny Solutions Inc. (h), (i)
|
|
Education Software
|
|
Limited Partner Interests
|
|
5/16/2018
|
|
|
2,342
|
|
|
|
2,468,464
|
|
|
|
3,069,267
|
|
|
|
1.0
|
%
|
|
1320 Flynn Road #100, Camarillo, CA 93012
|
Identity Automation Systems (d)
|
|
Education Software
|
|
First Lien Term Loan
(3M USD LIBOR+9.24%), 10.99% Cash, 5/8/2024
|
|
8/25/2014
|
|
$
|
17,247,500
|
|
|
|
17,247,500
|
|
|
|
17,357,884
|
|
|
|
5.7
|
%
|
|
|
Identity Automation Systems (h)
|
|
Education Software
|
|
Common Stock Class A-2 Units
|
|
8/25/2014
|
|
|
232,616
|
|
|
|
232,616
|
|
|
|
725,726
|
|
|
|
0.2
|
%
|
|
|
Identity Automation Systems (h)
|
|
Education Software
|
|
Common Stock Class A-1 Units
|
|
3/6/2020
|
|
|
43,715
|
|
|
|
171,571
|
|
|
|
185,553
|
|
|
|
0.1
|
%
|
|
7102 N Sam Houston Pkwy W. Ste 300, Houston, TX 77064
|
GoReact
|
|
Education Software
|
|
First Lien Term Loan
(3M USD LIBOR+7.50%), 9.50% Cash, 1/17/2025
|
|
1/17/2020
|
|
$
|
5,000,000
|
|
|
|
4,940,297
|
|
|
|
5,100,000
|
|
|
|
1.7
|
%
|
|
|
GoReact (j)
|
|
Education Software
|
|
Delayed Draw Term Loan
(3M USD LIBOR+7.50%), 9.50% Cash, 1/17/2025
|
|
1/17/2020
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0.0
|
%
|
|
256 Center St, Orem, UT 84057
|
Kev Software Inc. (a)
|
|
Education Software
|
|
First Lien Term Loan
(1M USD LIBOR+8.63%), 9.63%
Cash, 9/13/2023
|
|
9/13/2018
|
|
$
|
17,835,914
|
|
|
|
17,745,629
|
|
|
|
18,021,407
|
|
|
|
5.9
|
%
|
|
1167 Caledonia Rd. Suite 200, Toronto, ON M6A 2X1
|
|
|
|
|
Total Education Software
|
|
|
|
|
|
|
|
|
86,010,523
|
|
|
|
88,090,337
|
|
|
|
28.9
|
%
|
|
|
Davisware, LLC
|
|
Field Service Management
|
|
First Lien Term Loan
(3M USD LIBOR+7.00%), 9.00% Cash, 7/31/2024
|
|
9/6/2019
|
|
$
|
3,000,000
|
|
|
|
2,977,590
|
|
|
|
3,030,000
|
|
|
|
1.0
|
%
|
|
|
Davisware, LLC
|
|
Field Service Management
|
|
Delayed Draw Term Loan
(3M USD LIBOR+7.00%),
9.00% Cash, 7/31/2024
|
|
9/6/2019
|
|
$
|
977,790
|
|
|
|
974,399
|
|
|
|
987,568
|
|
|
|
0.3
|
%
|
|
514 Market Loop Rd., West Dundee, IL 60118
|
|
|
|
|
Total Field Service Management
|
|
|
|
|
|
|
|
|
3,951,989
|
|
|
|
4,017,568
|
|
|
|
1.3
|
%
|
|
|
GDS Software Holdings, LLC (h)
|
|
Financial Services
|
|
Common Stock Class A Units
|
|
8/23/2018
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|
418,531
|
|
|
|
0.1
|
%
|
|
5307 East Mockingbird Lane, Suite 1001, Dallas,
Texas 75206
|
|
|
|
|
Total Financial Services
|
|
|
|
|
|
|
|
|
250,000
|
|
|
|
418,531
|
|
|
|
0.1
|
%
|
|
|
Ohio Medical, LLC (h)
|
|
Healthcare Products Manufacturing
|
|
Common Stock
|
|
1/15/2016
|
|
|
5,000
|
|
|
|
380,353
|
|
|
|
566,592
|
|
|
|
0.2
|
%
|
|
1111 Lakeside Drive, Gurnee, IL 60031
|
|
|
|
|
Total Healthcare Products
Manufacturing
|
|
|
|
|
|
|
|
|
380,353
|
|
|
|
566,592
|
|
|
|
0.2
|
%
|
|
|
Axiom Parent Holdings, LLC (h)
|
|
Healthcare Services
|
|
Common Stock Class A Units
|
|
6/19/2018
|
|
|
400,000
|
|
|
|
400,000
|
|
|
|
1,415,301
|
|
|
|
0.5
|
%
|
|
|
Axiom Purchaser, Inc. (d)
|
|
Healthcare Services
|
|
First Lien Term Loan
(3M USD LIBOR+6.00%), 7.75% Cash, 6/19/2023
|
|
6/19/2018
|
|
$
|
10,000,000
|
|
|
|
9,955,177
|
|
|
|
10,059,000
|
|
|
|
3.3
|
%
|
|
|
Axiom Purchaser, Inc. (d)
|
|
Healthcare Services
|
|
Delayed Draw Term Loan
(3M USD LIBOR+6.00%), 7.75% Cash, 6/19/2023
|
|
6/19/2018
|
|
$
|
6,000,000
|
|
|
|
5,961,748
|
|
|
|
6,035,400
|
|
|
|
2.0
|
%
|
|
8401 New Trails Drive, Suite 100, The Woodlands, TX 77381
|
ComForCare Health Care
|
|
Healthcare Services
|
|
First Lien Term Loan
(3M USD LIBOR+7.75%), 8.75%
Cash, 1/31/2025
|
|
1/31/2017
|
|
$
|
25,000,000
|
|
|
|
24,871,639
|
|
|
|
24,900,000
|
|
|
|
8.2
|
%
|
|
2520 S Telegraph Rd #201, Bloomfield Hills,
MI 48302
|
|
|
|
|
Total Healthcare Services
|
|
|
|
|
|
|
|
|
41,188,564
|
|
|
|
42,409,701
|
|
|
|
14.0
|
%
|
|
|
TRC HemaTerra, LLC (h)
|
|
Healthcare Software
|
|
Class D Membership Interests
|
|
4/15/2019
|
|
|
2,000,000
|
|
|
|
2,000,000
|
|
|
|
2,572,002
|
|
|
|
0.8
|
%
|
|
180 Osten Street, Suite 267A, Baltimore, MD 21230
|
HemaTerra Holding Company, LLC (d)
|
|
Healthcare Software
|
|
First Lien Term Loan
(3M USD LIBOR+6.75%), 9.25% Cash, 4/15/2024
|
|
4/15/2019
|
|
$
|
6,000,000
|
|
|
|
5,956,593
|
|
|
|
6,060,000
|
|
|
|
2.0
|
%
|
|
|
HemaTerra Holding Company, LLC (d), (j)
|
|
Healthcare Software
|
|
Delayed Draw Term Loan
(3M USD LIBOR+6.75%), 9.25% Cash, 4/15/2024
|
|
4/15/2019
|
|
$
|
12,000,000
|
|
|
|
11,914,035
|
|
|
|
12,120,000
|
|
|
|
4.0
|
%
|
|
180 Osten Street, Suite 267A, Baltimore, MD 21230
|
Procurement Partners, LLC
|
|
Healthcare Software
|
|
First Lien Term Loan
(3M USD LIBOR+6.50%), 7.50% Cash, 11/12/2025
|
|
11/12/2020
|
|
$
|
8,000,000
|
|
|
|
7,924,230
|
|
|
|
7,920,000
|
|
|
|
2.6
|
%
|
|
|
Procurement Partners, LLC (j)
|
|
Healthcare Software
|
|
Delayed Draw Term Loan
(3M USD LIBOR+6.50%), 7.50% Cash, 11/12/2025
|
|
11/12/2020
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0.0
|
%
|
|
|
Procurement Partners Holdings LLC (h)
|
|
Healthcare Software
|
|
Class A Units
|
|
11/12/2020
|
|
|
300,000
|
|
|
|
300,000
|
|
|
|
300,000
|
|
|
|
0.1
|
%
|
|
17035 W. Wisconsin Avenue, Suite 100, Brookfield,
WI 53005
|
|
|
|
|
Total Healthcare Software
|
|
|
|
|
|
|
|
|
28,094,858
|
|
|
|
28,972,002
|
|
|
|
9.5
|
%
|
|
|
Roscoe Medical, Inc. (d), (h)
|
|
Healthcare Supply
|
|
Common Stock
|
|
3/26/2014
|
|
|
5,081
|
|
|
|
508,077
|
|
|
|
280,346
|
|
|
|
0.1
|
%
|
|
|
Roscoe Medical, Inc.
|
|
Healthcare Supply
|
|
Second Lien Term Loan
11.25% Cash, 3/28/2021
|
|
3/26/2014
|
|
$
|
5,141,413
|
|
|
|
5,141,413
|
|
|
|
5,141,413
|
|
|
|
1.7
|
%
|
|
921 E. Amidon St., Sioux Falls, SD 57104
|
|
|
|
|
Total Healthcare Supply
|
|
|
|
|
|
|
|
|
5,649,490
|
|
|
|
5,421,759
|
|
|
|
1.8
|
%
|
|
|
Book4Time, Inc. (a)
|
|
Hospitality/Hotel
|
|
First Lien Term Loan
(3M USD LIBOR+8.50%), 10.25%, 12/22/2025
|
|
12/22/2020
|
|
$
|
3,136,517
|
|
|
|
3,105,788
|
|
|
|
3,105,152
|
|
|
|
1.0
|
%
|
|
|
Book4Time, Inc. (a), (j)
|
|
Hospitality/Hotel
|
|
Delayed Draw Term Loan
(3M USD LIBOR+8.50%), 10.25%, 12/22/2025
|
|
12/22/2020
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0.0
|
%
|
|
|
Book4Time, Inc. (a), (i)
|
|
Hospitality/Hotel
|
|
Class A Preferred Shares
|
|
12/22/2020
|
|
|
200,000
|
|
|
|
156,826
|
|
|
|
156,826
|
|
|
|
0.1
|
%
|
|
306 Town Centre Blvd, Suite 400, Markham (Toronto), ON, L3R 0Y6, Canada
|
Knowland Group, LLC
|
|
Hospitality/Hotel
|
|
Second Lien Term Loan
(3M USD LIBOR+8.00%), 10.00% Cash, 5/9/2024
|
|
11/9/2018
|
|
$
|
15,767,918
|
|
|
|
15,767,918
|
|
|
|
10,788,409
|
|
|
|
3.5
|
%
|
|
1735 N Lynn St, Suite 600, Arlington, VA 22209
|
Sceptre Hospitality Resources, LLC
|
|
Hospitality/Hotel
|
|
First Lien Term Loan
(1M USD LIBOR+9.00%), 10.00%
Cash, 4/27/2025
|
|
4/27/2020
|
|
$
|
3,000,000
|
|
|
|
2,973,387
|
|
|
|
3,030,000
|
|
|
|
1.0
|
%
|
|
1900 W Loop S #700, Houston, TX 77027
|
|
|
|
|
Total Hospitality/Hotel
|
|
|
|
|
|
|
|
|
22,003,919
|
|
|
|
17,080,387
|
|
|
|
5.6
|
%
|
|
|
Granite Comfort, LP
|
|
HVAC Services and Sales
|
|
First Lien Term Loan
(1M USD LIBOR+9.00%), 10.00% Cash, 11/16/2025
|
|
11/16/2020
|
|
$
|
7,000,000
|
|
|
|
6,932,689
|
|
|
|
6,950,300
|
|
|
|
2.3
|
%
|
|
|
Granite Comfort, LP (j)
|
|
HVAC Services and Sales
|
|
Delayed Draw Term Loan
(1M USD LIBOR+9.00%),
10.00% Cash, 11/16/2025
|
|
11/16/2020
|
|
$
|
8,000,000
|
|
|
|
7,922,181
|
|
|
|
7,943,200
|
|
|
|
2.6
|
%
|
|
717 Fifth Ave, FL 12A, New York, NY 10022
|
|
|
|
|
Total HVAC Services and Sales
|
|
|
|
|
|
|
|
|
14,854,870
|
|
|
|
14,893,500
|
|
|
|
4.9
|
%
|
|
|
Vector Controls Holding Co., LLC (d)
|
|
Industrial Products
|
|
First Lien Term Loan
11.50% (9.75% Cash/1.75% PIK), 3/6/2022
|
|
3/6/2013
|
|
$
|
7,021,046
|
|
|
|
7,021,046
|
|
|
|
7,021,046
|
|
|
|
2.3
|
%
|
|
|
Vector Controls Holding Co., LLC (d), (h)
|
|
Industrial Products
|
|
Warrants to Purchase Limited Liability Company Interests,
Expires 11/30/2027
|
|
5/31/2015
|
|
|
343
|
|
|
|
-
|
|
|
|
2,025,598
|
|
|
|
0.7
|
%
|
|
2200 10th St #300, Plano, TX 75074
|
|
|
|
|
Total Industrial Products
|
|
|
|
|
|
|
|
|
7,021,046
|
|
|
|
9,046,644
|
|
|
|
3.0
|
%
|
|
|
CLEO Communications Holding, LLC (d)
|
|
IT Services
|
|
First Lien Term Loan
(3M USD LIBOR+8.00%), 9.00% Cash/2.00% PIK, 3/31/2022
|
|
3/31/2017
|
|
$
|
14,073,964
|
|
|
|
14,064,807
|
|
|
|
14,176,704
|
|
|
|
4.7
|
%
|
|
|
CLEO Communications Holding, LLC (d), (j)
|
|
IT Services
|
|
Delayed Draw Term Loan
(3M USD LIBOR+8.00%), 9.00% Cash/2.00% PIK,
3/31/2022
|
|
3/31/2017
|
|
$
|
20,451,756
|
|
|
|
20,388,504
|
|
|
|
20,601,054
|
|
|
|
6.8
|
%
|
|
4949 Harrison Avenue, Suite 200, Rockford, IL 61108
|
LogicMonitor, Inc.
|
|
IT Services
|
|
First Lien Term Loan
(3M USD LIBOR+5.00), 6.00%
Cash, 5/17/2023
|
|
3/20/2020
|
|
$
|
23,000,000
|
|
|
|
22,865,749
|
|
|
|
23,089,700
|
|
|
|
7.6
|
%
|
|
500 W 2nd St, Suite 1750, Austin, TX 78701
|
|
|
|
|
Total IT Services
|
|
|
|
|
|
|
|
|
57,319,060
|
|
|
|
57,867,458
|
|
|
|
19.1
|
%
|
|
|
inMotionNow, Inc.
|
|
Marketing Services
|
|
First Lien Term Loan
(3M USD LIBOR+7.50), 10.00% Cash, 5/15/2024
|
|
5/15/2019
|
|
$
|
12,200,000
|
|
|
|
12,116,232
|
|
|
|
12,322,000
|
|
|
|
4.1
|
%
|
|
|
inMotionNow, Inc.
|
|
Marketing Services
|
|
Delayed Draw Term Loan
(3M USD LIBOR+7.50) 10.00%
Cash, 5/15/2024
|
|
5/15/2019
|
|
$
|
5,000,000
|
|
|
|
4,960,820
|
|
|
|
5,050,000
|
|
|
|
1.7
|
%
|
|
215 Southport Dr #1000, Morrisville, NC 27560
|
|
|
|
|
Total Marketing Services
|
|
|
|
|
|
|
|
|
17,077,052
|
|
|
|
17,372,000
|
|
|
|
5.8
|
%
|
|
|
Omatic Software, LLC
|
|
Non-profit Services
|
|
First Lien Term Loan
(3M USD LIBOR+8.00%), 9.75%
Cash, 5/29/2023
|
|
5/29/2018
|
|
$
|
5,500,000
|
|
|
|
5,470,787
|
|
|
|
5,554,450
|
|
|
|
1.8
|
%
|
|
3200 North Carolina Avenue, North Charleston, SC
29405
|
|
|
|
|
Total Non-profit Services
|
|
|
|
|
|
|
|
|
5,470,787
|
|
|
|
5,554,450
|
|
|
|
1.8
|
%
|
|
|
Emily Street Enterprises, L.L.C.
|
|
Office Supplies
|
|
Senior Secured Note
(3M USD LIBOR+8.50%), 10.00% Cash, 12/31/2023
|
|
12/28/2012
|
|
$
|
3,300,000
|
|
|
|
3,300,000
|
|
|
|
3,287,460
|
|
|
|
1.1
|
%
|
|
|
Emily Street Enterprises, L.L.C. (h)
|
|
Office Supplies
|
|
Warrant Membership Interests
Expires 12/28/2022
|
|
12/28/2012
|
|
|
49,318
|
|
|
|
400,000
|
|
|
|
322,853
|
|
|
|
0.1
|
%
|
|
15878 Gaither Drive, Gaithersburg, MD 20877
|
|
|
|
|
Total Office Supplies
|
|
|
|
|
|
|
|
|
3,700,000
|
|
|
|
3,610,313
|
|
|
|
1.2
|
%
|
|
|
Apex Holdings Software Technologies, LLC
|
|
Payroll Services
|
|
First Lien Term Loan
(3M USD LIBOR+8.00%), 9.00% Cash, 9/21/2024
|
|
9/21/2016
|
|
$
|
18,000,000
|
|
|
|
17,981,413
|
|
|
|
17,368,200
|
|
|
|
5.7
|
%
|
|
|
Apex Holdings Software Technologies, LLC
|
|
Payroll Services
|
|
Delayed Draw Term Loan
(3M USD LIBOR+8.00%),
9.00% Cash, 9/21/2024
|
|
10/1/2018
|
|
$
|
1,000,000
|
|
|
|
994,557
|
|
|
|
964,900
|
|
|
|
0.3
|
%
|
|
500 Colonial Center Parkway, Suite 650, Roswell,
GA 30076
|
|
|
|
|
Total Payroll Services
|
|
|
|
|
|
|
|
|
18,975,970
|
|
|
|
18,333,100
|
|
|
|
6.0
|
%
|
|
|
Village Realty Holdings LLC
|
|
Property Management
|
|
First Lien Term Loan
(3M USD LIBOR+6.50%), 8.75% Cash, 10/8/2024
|
|
10/8/2019
|
|
$
|
7,250,000
|
|
|
|
7,189,591
|
|
|
|
7,395,000
|
|
|
|
2.4
|
%
|
|
|
Village Realty Holdings LLC (j)
|
|
Property Management
|
|
Delayed Draw Term Loan
(3M USD LIBOR+6.50%), 8.75% Cash, 10/8/2024
|
|
10/8/2019
|
|
$
|
4,876,322
|
|
|
|
4,838,617
|
|
|
|
4,973,850
|
|
|
|
1.6
|
%
|
|
Village Realty Main Office, 5301 S Croatan Hwy, P.O.Box 1807, Nags Head,
NC 27959
|
V Rental Holdings LLC (h)
|
|
Property Management
|
|
Class A-1 Membership Units
|
|
10/8/2019
|
|
|
122,578
|
|
|
|
365,914
|
|
|
|
2,208,681
|
|
|
|
0.7
|
%
|
|
Village Realty Main Office, 5301 S Croatan Hwy,
P.O.Box 1807, Nags Head, NC 27959
|
|
|
|
|
Total Property Management
|
|
|
|
|
|
|
|
|
12,394,122
|
|
|
|
14,577,531
|
|
|
|
4.7
|
%
|
|
|
Buildout, Inc.
|
|
Real Estate Services
|
|
First Lien Term Loan
(3M USD LIBOR+7.75%), 9.25% Cash, 7/9/2025
|
|
7/9/2020
|
|
$
|
14,000,000
|
|
|
|
13,873,317
|
|
|
|
13,952,400
|
|
|
|
4.6
|
%
|
|
|
Buildout, Inc.
|
|
Real Estate Services
|
|
Delayed Draw Term Loan
(3M USD LIBOR+7.75%), 9.25% Cash, 7/9/2025
|
|
2/12/2021
|
|
$
|
3,000,000
|
|
|
|
2,970,361
|
|
|
|
2,989,800
|
|
|
|
1.0
|
%
|
|
|
Buildout, Inc. (h), (i)
|
|
Real Estate Services
|
|
Limited Partner Interests
|
|
7/9/2020
|
|
|
1,071
|
|
|
|
1,071,301
|
|
|
|
1,090,002
|
|
|
|
0.4
|
%
|
|
222 S. Riverside Plaza #810, Chicago, IL
60606
|
|
|
|
|
Total Real Estate Services
|
|
|
|
|
|
|
|
|
17,914,979
|
|
|
|
18,032,202
|
|
|
|
6.0
|
%
|
|
|
TMAC Acquisition Co., LLC (k)
|
|
Restaurant
|
|
Unsecured Term Loan
8.00% PIK, 9/01/2023
|
|
3/1/2018
|
|
$
|
2,261,017
|
|
|
|
2,261,017
|
|
|
|
2,140,911
|
|
|
|
0.7
|
%
|
|
6220 Shiloh Rd#100, Alpharetta, GA 30005
|
|
|
|
|
Total Restaurant
|
|
|
|
|
|
|
|
|
2,261,017
|
|
|
|
2,140,911
|
|
|
|
0.7
|
%
|
|
|
ArbiterSports, LLC (d)
|
|
Sports Management
|
|
First Lien Term Loan
(3M USD LIBOR+6.50%), 8.25% Cash, 2/21/2025
|
|
2/21/2020
|
|
$
|
26,000,000
|
|
|
|
25,800,743
|
|
|
|
24,525,800
|
|
|
|
8.1
|
%
|
|
|
ArbiterSports, LLC (d)
|
|
Sports Management
|
|
Delayed Draw Term Loan
(3M USD LIBOR+6.50%),
8.25% Cash, 2/21/2025
|
|
2/21/2020
|
|
$
|
1,000,000
|
|
|
|
1,000,000
|
|
|
|
943,300
|
|
|
|
0.3
|
%
|
|
235 W Sego Lily, Suite 200, Sandy, UT 84070
|
|
|
|
|
Total Sports Management
|
|
|
|
|
|
|
|
|
26,800,743
|
|
|
|
25,469,100
|
|
|
|
8.4
|
%
|
|
|
Avionte Holdings, LLC (h)
|
|
Staffing Services
|
|
Class A Units
|
|
1/8/2014
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
924,509
|
|
|
|
0.3
|
%
|
|
1270 Eagan Industrial Rd, Suite#150, Eagan, MN 55121
|
|
|
|
|
Total Staffing Services
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
924,509
|
|
|
|
0.3
|
%
|
|
|
National Waste Partners (d)
|
|
Waste Services
|
|
Second Lien Term Loan
10.00% Cash, 2/13/2022
|
|
2/13/2017
|
|
$
|
9,000,000
|
|
|
|
8,981,436
|
|
|
|
9,000,000
|
|
|
|
3.0
|
%
|
|
2538 E University Drive, Suite 165, Phoenix, AZ
85034
|
|
|
|
|
Total Waste Services
|
|
|
|
|
|
|
|
|
8,981,436
|
|
|
|
9,000,000
|
|
|
|
3.0
|
%
|
|
|
Sub Total Non-control/Non-affiliate
investments
|
|
|
|
|
|
|
|
|
|
|
|
|
471,328,212
|
|
|
|
469,946,494
|
|
|
|
154.5
|
%
|
|
|
Affiliate investments - 6.4% (b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GreyHeller LLC (d), (f)
|
|
Cyber Security
|
|
First Lien Term Loan
(3M USD LIBOR+11.00%), 12.00% Cash, 12/31/2025
|
|
11/17/2016
|
|
$
|
7,000,000
|
|
|
|
6,988,549
|
|
|
|
7,000,000
|
|
|
|
2.3
|
%
|
|
|
GreyHeller LLC (d), (f), (j)
|
|
Cyber Security
|
|
Delayed Draw Term Loan
(3M USD LIBOR+11.00%), 12.00% Cash, 12/31/2025
|
|
10/19/2020
|
|
$
|
2,250,000
|
|
|
|
2,233,173
|
|
|
|
2,250,000
|
|
|
|
0.7
|
%
|
|
|
GreyHeller LLC (f), (h)
|
|
Cyber Security
|
|
Series A Preferred Units
|
|
11/17/2016
|
|
|
850,000
|
|
|
|
850,000
|
|
|
|
3,924,291
|
|
|
|
1.3
|
%
|
|
111 Deerwood Road, Ste 200, San Ramon, CA 94583
|
|
|
|
|
Total Cyber Security
|
|
|
|
|
|
|
|
|
10,071,722
|
|
|
|
13,174,291
|
|
|
|
4.3
|
%
|
|
|
Top Gun Pressure Washing, LLC (f)
|
|
Facilities Maintenance
|
|
First Lien Term Loan
(3M USD LIBOR+7.00%), 9.50% Cash, 8/12/2024
|
|
8/12/2019
|
|
$
|
5,000,000
|
|
|
|
4,961,639
|
|
|
|
4,491,500
|
|
|
|
1.5
|
%
|
|
|
Top Gun Pressure Washing, LLC (f), (j)
|
|
Facilities Maintenance
|
|
Delayed Draw Term Loan
(3M USD LIBOR+7.00%), 9.50% Cash, 8/12/2024
|
|
8/12/2019
|
|
$
|
1,825,000
|
|
|
|
1,810,198
|
|
|
|
1,639,397
|
|
|
|
0.6
|
%
|
|
500 West 67th Street, Loveland, CO 80538
|
TG Pressure Washing Holdings, LLC (f), (h)
|
|
Facilities Maintenance
|
|
Preferred Equity
|
|
8/12/2019
|
|
|
488,148
|
|
|
|
488,148
|
|
|
|
62,552
|
|
|
|
0.0
|
%
|
|
500 West 67th Street, Loveland, CO 80538
|
|
|
|
|
Total Facilities Maintenance
|
|
|
|
|
|
|
|
|
7,259,985
|
|
|
|
6,193,449
|
|
|
|
2.1
|
%
|
|
|
Sub Total Affiliate investments
|
|
|
|
|
|
|
|
|
|
|
|
|
17,331,707
|
|
|
|
19,367,740
|
|
|
|
6.4
|
%
|
|
|
Control investments - 21.4% (b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netreo Holdings, LLC (g)
|
|
IT Services
|
|
First Lien Term Loan
(3M USD LIBOR +6.25%), 9.00% Cash/2.75% PIK,
12/31/2025
|
|
7/3/2018
|
|
$
|
5,296,555
|
|
|
|
5,268,156
|
|
|
|
5,349,521
|
|
|
|
1.8
|
%
|
|
|
Netreo Holdings, LLC (g), (j)
|
|
IT Services
|
|
Delayed Draw Term Loan
(3M USD LIBOR +6.25%), 9.00% Cash/2.75% PIK,
12/31/2020
|
|
5/26/2020
|
|
$
|
1,223,203
|
|
|
|
1,213,962
|
|
|
|
1,235,435
|
|
|
|
0.4
|
%
|
|
|
Netreo Holdings, LLC (g), (h)
|
|
IT Services
|
|
Common Stock Class A Unit
|
|
7/3/2018
|
|
|
3,150,000
|
|
|
|
3,150,000
|
|
|
|
8,634,768
|
|
|
|
2.8
|
%
|
|
8717 Research Drive, Suite 150, Irvine, CA 92618
|
|
|
|
|
Total IT Services
|
|
|
|
|
|
|
|
|
9,632,118
|
|
|
|
15,219,724
|
|
|
|
5.0
|
%
|
|
|
Saratoga Investment Corp. CLO 2013-1, Ltd. (a), (e), (g)
|
|
Structured Finance Securities
|
|
Other/Structured Finance Securities
11.72%, 1/20/2030
|
|
1/22/2008
|
|
$
|
111,000,000
|
|
|
|
33,846,643
|
|
|
|
31,449,732
|
|
|
|
10.3
|
%
|
|
535 Madison Avenue, 4th Floor, New York, NY 10022
|
Saratoga Investment Corp. CLO 2013-1, Ltd. Class
F-R-3 Note (a), (g)
|
|
Structured Finance Securities
|
|
Other/Structured Finance Securities
(3M USD
LIBOR+10.00%), 10.19%, 4/20/2033
|
|
2/26/2020
|
|
$
|
17,875,000
|
|
|
|
17,875,000
|
|
|
|
18,329,025
|
|
|
|
6.1
|
%
|
|
535 Madison Avenue, 4th Floor, New York, NY 10022
|
|
|
|
|
Total Structured Finance
Securities
|
|
|
|
|
|
|
|
|
51,721,643
|
|
|
|
49,778,757
|
|
|
|
16.4
|
%
|
|
|
Sub Total Control investments
|
|
|
|
|
|
|
|
|
|
|
|
|
61,353,761
|
|
|
|
64,998,481
|
|
|
|
21.4
|
%
|
|
|
TOTAL INVESTMENTS - 182.2% (b)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
550,013,680
|
|
|
$
|
554,312,715
|
|
|
|
182.2
|
%
|
|
|
|
|
Number of
Shares
|
|
|
Cost
|
|
|
Fair Value
|
|
|
% of
Net Assets
|
|
Cash and cash equivalents and cash and cash equivalents, reserve accounts - 6.2% (b)
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Bank Money Market (l)
|
|
|
18,828,047
|
|
|
$
|
18,828,047
|
|
|
$
|
18,828,047
|
|
|
|
6.2
|
%
|
Total cash and cash equivalents and cash and cash equivalents, reserve accounts
|
|
|
18,828,047
|
|
|
$
|
18,828,047
|
|
|
$
|
18,828,047
|
|
|
|
6.2
|
%
|
|
(a)
|
Represents an ineligible investment as defined under Section
55(a) of the Investment Company Act of 1940, as amended. As of February 28, 2021 non-qualifying assets represent 9.5% of the Company’s
portfolio at fair value. As a BDC, the Company can only invest 30% of its portfolio in non-qualifying assets.
|
|
(b)
|
Percentages are based on net assets of $304,185,770 as of February
28, 2021.
|
|
(c)
|
Because there is no readily available market value for these
investments, the fair values of these investments were determined using significant unobservable inputs and approved in good faith by
our board of directors. These investments have been included as Level 3 in the Fair Value Hierarchy (see Note 3 to the consolidated financial
statements).
|
|
(d)
|
These securities are either fully or partially pledged as collateral
under a senior secured revolving credit facility (see Note 7 to the consolidated financial statements).
|
|
(e)
|
This investment does not have a stated interest rate that is
payable thereon. As a result, the 11.72% interest rate in the table above represents the effective interest rate currently earned on
the investment cost and is based on the current cash interest and other income generated by the investment.
|
|
(f)
|
As defined in the Investment Company Act, this portfolio company
is an Affiliate as we own between 5.0% and 25.0% of the voting securities. Transactions during the year ended February 28, 2021 in which
the issuer was an Affiliate are as follows:
|
Company
|
|
Purchases
|
|
|
Sales
|
|
|
Total Interest from Investments
|
|
|
Management Fee Income
|
|
|
Net Realized
Gain (Loss) from Investments
|
|
|
Net Change in Unrealized Appreciation (Depreciation)
|
|
Elyria Foundry Company, L.L.C.
|
|
$
|
-
|
|
|
$
|
(2,309,806
|
)
|
|
$
|
172,626
|
|
|
$
|
-
|
|
|
$
|
(8,726,013
|
)
|
|
$
|
7,745,228
|
|
GreyHeller LLC
|
|
|
2,227,500
|
|
|
|
-
|
|
|
|
987,969
|
|
|
|
-
|
|
|
|
-
|
|
|
|
942,175
|
|
Top Gun Pressure Washing, LLC
|
|
|
1,806,750
|
|
|
|
-
|
|
|
|
668,294
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(712,711
|
)
|
TG Pressure Washing Holdings, LLC
|
|
|
138,148
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(425,596
|
)
|
Total
|
|
$
|
4,172,398
|
|
|
$
|
(2,309,806
|
)
|
|
$
|
1,828,889
|
|
|
$
|
-
|
|
|
$
|
(8,726,013
|
)
|
|
$
|
7,549,096
|
|
|
(g)
|
As defined in the Investment Company Act, we “Control”
this portfolio company because we own more than 25% of the portfolio company’s outstanding voting securities. Transactions during the
year ended February 28, 2021 in which the issuer was both an Affiliate and a portfolio company that we Control are as follows:
|
Company
|
|
Purchases
|
|
|
Sales
|
|
|
Total Interest from Investments
|
|
|
Management Fee Income
|
|
|
Net Realized
Gain (Loss) from Investments
|
|
|
Net Change in Unrealized Appreciation (Depreciation)
|
|
Netreo Holdings, LLC
|
|
$
|
1,188,000
|
|
|
$
|
-
|
|
|
$
|
738,012
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,832,136
|
|
Saratoga Investment Corp. CLO 2013-1, Ltd.
|
|
|
14,000,000
|
|
|
|
-
|
|
|
|
3,535,591
|
|
|
|
2,507,626
|
|
|
|
-
|
|
|
|
(1,433,723
|
)
|
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-R-2 Notes
|
|
|
-
|
|
|
|
(2,500,000
|
)
|
|
|
237,163
|
|
|
|
-
|
|
|
|
-
|
|
|
|
22,000
|
|
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-R-3 Note
|
|
|
17,875,000
|
|
|
|
-
|
|
|
|
15,187
|
|
|
|
-
|
|
|
|
-
|
|
|
|
454,025
|
|
Saratoga Investment Corp. CLO 2013-1, Ltd. Class G-R-2 Notes
|
|
|
-
|
|
|
|
(7,500,000
|
)
|
|
|
805,759
|
|
|
|
-
|
|
|
|
-
|
|
|
|
65,250
|
|
Saratoga Investment Corp. CLO 2013-1 Warehouse 2, Ltd.
|
|
|
22,500,000
|
|
|
|
(25,000,000
|
)
|
|
|
679,926
|
|
|
|
-
|
|
|
|
-
|
|
|
|
295,459
|
|
Total
|
|
$
|
55,563,000
|
|
|
$
|
(35,000,000
|
)
|
|
$
|
6,011,638
|
|
|
$
|
2,507,626
|
|
|
$
|
-
|
|
|
$
|
1,235,147
|
|
|
(h)
|
Non-income producing at February 28, 2021.
|
|
(i)
|
Includes securities issued by an affiliate of the Company.
|
|
(j)
|
All or a portion of this investment has an unfunded commitment
as of February 28, 2021. (see Note 8 to the consolidated financial statements).
|
|
(k)
|
As of February 28, 2021, the investment was on non-accrual status.
The fair value of these investments was approximately $2.1 million, which represented 0.4% of the Company’s portfolio (see Note 2 to
the consolidated financial statements).
|
|
(l)
|
Included within cash and cash equivalents and cash and cash
equivalents, reserve accounts in the Company’s consolidated statements of assets and liabilities as of February 28, 2021.
|
LIBOR - London Interbank Offered Rate
1M USD LIBOR - The 1 month USD LIBOR rate as of
February 28, 2021 was 0.12%.
3M USD LIBOR - The 3 month USD LIBOR rate as of
February 28, 2021 was 0.19%.
PIK - Payment-in-Kind (see Note 2 to the consolidated
financial statements).
MANAGEMENT
The information in the
section entitled “Directors, Executive Officers and Corporate Governance” in Part III, Item 10 of our most recent Annual
Report on Form 10-K is incorporated
herein by reference.
MANAGEMENT AND OTHER AGREEMENTS
The information in the
sections entitled “Investment Advisory and Management Agreement,” “Administration Agreement” and “License
Agreement” in the “Business” section of Part I, Item 1 of our most recent Annual Report on Form 10-K and
in the notes to our consolidated financial statements under the caption “Note 6. Agreements and Related Part Transactions”
in our most recent Annual Report on Form 10-K is incorporated herein by reference.
PORTFOLIO MANAGEMENT
The information in the
section entitled “Portfolio Management” in our most recent Definitive Proxy Statement on Schedule
14A is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information in the
section entitled “Certain Relationships and Related Transactions, and Director Independence” in Part III, Item 13 of our
most recent Annual Report on Form
10-K is incorporated herein by reference.
CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS
The information in the
section entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in Part
III, Item 12 of our most recent Annual Report on Form
10-K is incorporated herein by reference.
REGULATION
The information in the
sections entitled “Business Development Company Regulations” and “Small Business Investment Company Regulations”
in the “Business” section of Part I, Item 1 of our most recent Annual Report on Form 10-K is
incorporated herein by reference.
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion is a general summary of certain U.S. federal income tax considerations applicable to us and to an investment in shares
of our common stock which is based on the provisions of the Code and the Treasury regulations in effect as they directly govern our U.S.
federal income tax treatment and the U.S. federal income taxation of our stockholders. These provisions are subject to differing interpretations
and change by legislative or administrative action, and any change may be retroactive. The discussion does not purport to deal with all
of the U.S. federal income tax consequences applicable to us, or which may be important to particular stockholders in light of their individual
investment circumstances or to some types of stockholders subject to special tax rules, such as financial institutions, broker-dealers,
insurance companies, tax-exempt organizations, partnerships or other pass-through entities, persons holding our common shares in connection
with a hedging, straddle, conversion or other integrated transaction, persons engaged in a trade or business in the United States or persons
who have ceased to be U.S. citizens or to be taxed as resident aliens. This discussion assumes that the stockholders hold their common
shares as capital assets for U.S. federal income tax purposes (generally, assets held for investment). No attempt is made to present a
detailed explanation of all U.S. federal income tax aspects affecting us and our stockholders, and the discussion set forth herein does
not constitute tax advice. This summary also does not discuss any aspects of U.S. estate or gift tax or foreign, state or local tax. It
does not discuss the special treatment under U.S. federal income tax laws that could result if we invested in tax-exempt securities or
certain other investment assets. No ruling has been or will be sought from the Internal Revenue Service, which we refer to as the IRS,
regarding any matter discussed herein. Tax counsel has not rendered any legal opinion regarding any tax consequences relating to us or
our stockholders. Stockholders are urged to consult their own tax advisors to determine the U.S. federal, state, local and foreign tax
consequences to them of investing in our shares.
This
summary does not discuss the consequences of an investment in shares of our preferred stock, debt securities or warrants representing
rights to purchase shares of our common stock, preferred stock, debt or securities. The tax consequences of such an investment will be
discussed in a relevant prospectus supplement.
For
purposes of this discussion, a “U.S. stockholder” (or in this section, a “stockholder”) is a holder or a beneficial
holder of shares of our common stock which is for U.S. federal income tax purposes (1) an individual who is a citizen or resident of the
U.S., (2) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under
the laws of the United States or any state thereof or the District of Columbia, (3) an estate whose income is subject to U.S. federal
income tax regardless of its source, or (4) a trust if (a) a U.S. court is able to exercise primary supervision over the trust’s
administration and one or more U.S. persons are authorized to control all substantial decisions of the trust or (b) the trust has in effect
a valid election to be treated as a domestic trust for U.S. federal income tax purposes. If a partnership or other entity classified as
a partnership for U.S. federal income tax purposes holds the shares, the tax treatment of the partnership and each partner generally will
depend on the activities of the partnership and the activities of the partner. Partnerships acquiring shares, and partners in such partnerships,
should consult their own tax advisors. Prospective investors that are not U.S. stockholders should refer to “Non-U.S. Stockholders”
below.
Tax
matters are complicated and prospective investors in our shares are urged to consult their own tax advisors with respect to the U.S. federal
income tax and state, local and foreign tax consequences of an investment in our shares, including the potential application of U.S. withholding
taxes.
Taxation of the Company
Election to Be
Taxed as a RIC
As
a BDC, we elected and qualified to be treated as a RIC under subchapter M of the Code. As a RIC, we generally will not have to pay corporate-level
U.S. federal income taxes on any net ordinary income or capital gain net income that we timely distribute to our stockholders as dividends.
To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below).
In addition, we must timely distribute to our stockholders, for each taxable year, at least 90% of our “investment company taxable
income,” which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term
capital losses (the “Annual Distribution Requirement”). Our SBIC subsidiary may be limited by the Small Business Investment
Act of 1958, and SBA regulations governing SBICs, from making certain distributions to us that may be necessary to enable us to maintain
our status as a RIC. We may have to request a waiver of the SBA’s restrictions for our SBIC subsidiary to make certain distributions
to maintain our RIC status. We cannot assure you that the SBA will grant such a waiver.
Taxation as a RIC
As
a RIC, if we satisfy the Annual Distribution Requirement, we will not be subject to U.S. federal income tax on the portion of our investment
company taxable income and net capital gain, defined as net long-term capital gains in excess of net short-term capital losses, we distribute
to stockholders. We will be subject to U.S. federal income tax at regular corporate rates on any net income or net capital gain not distributed
to our stockholders.
We
will be subject to our nondeductible U.S. federal excise tax of 4% on undistributed income if we do not distribute at least the sum of
(a) 98% of our net ordinary income for any calendar year, (b) 98.2% of our capital gain net income for each one-year period ending on
October 31 of such calendar year, and (c) any net ordinary income and capital gain net income that we recognized in preceding years, but
were not distributed during such years, and on which we did not pay U.S. federal income tax. Depending on the level of investment company
taxable income (“ICTI”) earned in a tax year and the amount of net capital gains recognized in such tax year, the Company
may choose to carry forward ICTI and net capital gains in excess of current year dividend distributions into the next tax year. In order
to eliminate our liability for U.S. federal income tax, and to the extent necessary to maintain our qualification as a RIC, any such carryover
ICTI and net capital gains must be distributed before the end of that next tax year through a dividend declared prior to the 15th day
of the 9th month after the close of the taxable year in which such ICTI was generated. To the extent that the Company determines that
its estimated current year annual taxable income will be in excess of estimated current year dividend distributions for U.S. federal excise
tax purposes, the Company accrues U.S. federal excise tax, if any, on estimated excess taxable income as taxable income is earned.
In
order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:
|
●
|
qualify to be treated as a
BDC under the 1940 Act at all times during each taxable year;
|
|
●
|
derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale of stock or other securities, or other income derived with respect to our business of investing in such stock or securities, and net income derived from interests in “qualified publicly traded partnerships” (partnerships that are traded on an established securities market or tradable on a secondary market, other than partnerships that derive 90% of their income from interest, dividends and other permitted RIC income) (the “90% Income Test”); and
|
|
●
|
diversify our holdings so that at the end of each quarter of the taxable year:
|
|
●
|
at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and
|
|
●
|
no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer or of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or in the securities of one or more qualified publicly traded partnerships (the “Diversification Tests”).
|
We
may invest in partnerships, including qualified publicly traded partnerships, which may result in our being subject to state, local or
foreign income and franchise or withholding liabilities.
Any
underwriting fees paid by us are not deductible. We may be required to recognize taxable income in circumstances in which we do not receive
cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as
debt instruments with PIK interest or, in certain cases, with increasing interest rates or issued with warrants), we must include in income
each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing
such income is received by us in the same taxable year. Because any original issue discount accrued will be included in our investment
company taxable income for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the
Annual Distribution Requirement, even though we will not have received any corresponding cash amount.
Although
we do not presently expect to do so, we are authorized to borrow funds and to sell assets in order to satisfy distribution requirements.
However, under the 1940 Act, we are not permitted to make distributions to our stockholders while our debt obligations and other senior
securities are outstanding unless certain “asset coverage” tests are met. See “Regulation — Senior Securities.”
Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio
and/or (2) other requirements relating to our qualification as a RIC, including the Diversification Tests. If we dispose of assets in
order to meet the Annual Distribution Requirement or the U.S. federal excise tax requirement, we may make such dispositions at times that,
from an investment standpoint, are not advantageous.
Some
of the income and fees that we may recognize will not satisfy the 90% Income Test. In order to ensure that such income and fees do not
disqualify us as a RIC for a failure to satisfy the 90% Income Test, we may be required to recognize such income and fees indirectly through
one or more entities treated as corporations for U.S. federal income tax purposes. Such corporations will be required to pay corporate-level
U.S. federal income tax on their earnings, which ultimately will reduce our return on such income and fees.
Failure to Qualify
as a RIC
If
we were unable to continue to qualify for treatment as a RIC, we would be subject to tax on all of our taxable income at regular corporate
rates. We would not be able to deduct distributions to stockholders, nor would they be required to be made. Distributions, including distributions
of net long-term capital gain, would generally be taxable to our stockholders as ordinary dividend income to the extent of our current
and accumulated earnings and profits. Subject to certain limitations under the Code, corporate distributees would be eligible for the
dividends received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a
return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain.
If we fail to qualify as a RIC for a period greater than two taxable years, to qualify as a RIC in a subsequent year we may be subject
to regular corporate tax on any net built-in gains with respect to certain of our assets ( i.e., the excess of the aggregate
gains, including items of income, over aggregate losses that would have been realized with respect to such assets if we had been liquidated)
that we elect to recognize on requalification or when recognized over the next five years.
Company Investments
Certain
of our investment practices are subject to special and complex U.S. federal income tax provisions that may, among other things, (1) disallow,
suspend or otherwise limit the allowance of certain losses or deductions, including the dividends received deduction, (2) convert lower
taxed long-term capital gains and qualified dividend income into higher taxed short-term capital gains or ordinary income, (3) convert
ordinary loss or a deduction into capital loss (the deductibility of which is more limited), (4) cause us to recognize income or gain
without a corresponding receipt of cash, (5) adversely affect the time as to when a purchase or sale of stock or securities is deemed
to occur, (6) adversely alter the characterization of certain complex financial transactions and (7) produce income that will not qualify
as good income for purposes of the 90% annual gross income requirement described above. We will monitor our transactions and may make
certain tax elections and may be required to borrow money or dispose of securities to mitigate the effect of these rules and prevent disqualification
as a RIC.
Investments
we make in securities issued at a discount or providing for deferred interest or payment of interest in kind are subject to special tax
rules that will affect the amount, timing and character of distributions to stockholders. For example, if we hold debt obligations that
are treated under applicable tax rules as having original issue discount (such as debt instruments with PIK interest or, in certain cases,
with increasing interest rates or issued with warrants), we will generally be required to accrue daily as income a portion of the discount
and to distribute such income each year to avoid U.S. federal income and excise taxes. Since in certain circumstances we may recognize
income before or without receiving cash representing such income, we may have difficulty making distributions in the amounts necessary
to satisfy the requirements for maintaining RIC status and for avoiding U.S. federal income and excise taxes. Accordingly, we may have
to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment
originations to meet these distribution requirements. If we are not able to obtain cash from other sources, we may fail to qualify as
a RIC and thereby be subject to corporate-level U.S. federal income tax.
Gain
or loss realized by us from warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be treated
as capital gain or loss. Such gain or loss generally will be long term or short term, depending on how long we held a particular warrant.
In
the event we invest in foreign securities, we may be subject to withholding and other foreign taxes with respect to those securities.
In that case, our yield on those securities would be decreased. We do not expect to satisfy the requirements necessary to pass through
to our stockholders their share of the foreign taxes paid by us.
If
we purchase shares in a “passive foreign investment company” (a “PFIC”), we may be subject to U.S. federal income
tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed
as a taxable dividend by us to our stockholders. Additional charges in the nature of interest may be imposed on us in respect of deferred
taxes arising from such distributions or gains. If we invest in a PFIC and elect to treat the PFIC as a “qualified electing fund”
under the Code (a “QEF”), in lieu of the foregoing requirements, we will be required to include in income each year a portion
of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed to us. Alternatively, we can elect to
mark-to-market at the end of each taxable year our shares in a PFIC; in this case, we will recognize as ordinary income any increase in
the value of such shares, and as ordinary loss any decrease in such value to the extent it does not exceed prior increases included in
income. Under either election, we may be required to recognize in a year income in excess of our distributions from PFICs and our proceeds
from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement
and will be taken into account for purposes of the 4% U.S. federal excise tax.
Income
inclusions from a QEF will be “good income” for purposes of the 90% Income Test provided that they are derived in connection
with our business of investing in stocks and securities or the QEF distributes such income to us in the same taxable year to which the
income is included in our income.
The
remainder of this discussion assumes that we qualify as a RIC and have satisfied the Annual Distribution Requirement.
Taxation of U.S. Stockholders
Distributions
we pay to you from our net ordinary income or from an excess of realized net short-term capital gains over realized net long-term capital
losses (together referred to hereinafter as “ordinary income dividends”) are generally taxable to you as ordinary income to
the extent of our earnings and profits. Due to our expected investments, in general, distributions will not be eligible for the dividends
received deduction allowed to corporate stockholders and will not qualify for the reduced rates of tax for qualified dividend income allowed
to individuals. Distributions made to you from an excess of realized net long-term capital gains over realized net short-term capital
losses (“capital gain dividends”), including capital gain dividends credited to you but retained by us, are taxable to you
as long-term capital gains if they have been properly designated by us, regardless of the length of time you have owned our shares. Distributions
in excess of our earnings and profits will first reduce the adjusted tax basis of your shares and, after the adjusted tax basis is reduced
to zero, will constitute capital gains to you (assuming the shares are held as a capital asset). The current maximum U.S. federal tax
rate on long-term capital gains of individuals is generally 20 percent. For non-corporate taxpayers, ordinary income dividends will currently
be taxed at a maximum rate of 37 percent (39.6 percent for taxable years beginning after December 31, 2025), while capital gain dividends
generally will be currently taxed at a maximum U.S. federal income tax rate of 20 percent. For corporate taxpayers, both ordinary income
dividends and capital gain dividends are currently taxed at a maximum U.S. federal income tax rate of 21 percent. In addition, individuals
with income in excess of $200,000 ($250,000 in the case of married individuals filing jointly) and certain estates and trusts are subject
to an additional 3.8% tax on their “net investment income,” which generally includes net income from interest, dividends,
annuities, royalties, and rents, and net capital gains (other than certain amounts earned from trades or businesses). Present law also
taxes both long-term and short-term capital gains of corporations at the rates applicable to ordinary income. Non-corporate stockholders
with net capital losses for a year (i.e., net capital losses in excess of net capital gains) generally may deduct up to $3,000 of such
losses against their ordinary income each year; any net capital losses of a non-corporate stockholder in excess of $3,000 generally may
be carried forward and used in subsequent years, subject to certain limitations, as provided in the Code. Corporate stockholders generally
may not deduct any net capital losses for a year, but may carryback such losses for three years or carry forward such losses for five
years.
In
the event that we retain any net capital gains, we may designate the retained amounts as undistributed capital gains in a notice to our
stockholders. If a designation is made, stockholders would include in income, as long-term capital gains, their proportionate share of
the undistributed amounts, but would be allowed a credit or refund, as the case may be, for their proportionate share of the corporate
tax paid by us. In addition, the tax basis of shares owned by a stockholder would be increased by an amount equal to the difference between
(i) the amount included in the stockholder’s income as long-term capital gains and (ii) the stockholder’s proportionate share
of the corporate tax paid by us.
We
may distribute taxable dividends that are payable in cash or shares of our common stock at the election of each stockholder. Under certain
applicable provisions of the Code and the Treasury regulations, distributions payable in cash or in shares of stock at the election of
stockholders are treated as taxable dividends. The IRS has issued a revenue procedure indicating that this rule will apply where the total
amount of cash to be distributed is limited to not less than 20% of the total distribution. Under this revenue procedure, if too many
stockholders elect to receive their distributions in cash, each such stockholder would receive a pro rata share of the total cash to be
distributed and would receive the remainder of their distribution in shares of stock. If we decide to make any distributions consistent
with this revenue procedure that are payable in part in our stock, taxable stockholders receiving such dividends will be required to include
the full amount of the dividend (whether received in cash, our stock, or a combination thereof) as ordinary income (or as long-term capital
gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings
and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends
in excess of any cash received. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds
may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of
the sale. If a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, it
may put downward pressure on the trading price of our stock.
If
an investor purchases shares of our common stock shortly before the record date of a distribution, the price of the shares will include
the value of the distribution and the investor will be subject to tax on the distribution even though economically it may represent a
return of his, her or its investment.
We
(or the applicable withholding agent) will send to each of our U.S. stockholders after the end of each calendar year, a notice reporting
the amounts includible in such U.S. stockholder’s taxable income for such year as ordinary income and as long-term capital gain.
In addition, the federal tax status of each year’s distributions generally will be reported to the IRS (including the amount of
dividends, if any, eligible for the 20% maximum rate). Dividends paid by us generally will not be eligible for the dividends-received
deduction or the preferential tax rate applicable to Qualifying Dividends because our income generally will not consist of dividends.
Distributions may also be subject to additional state, local and foreign taxes depending on a U.S. stockholder’s particular situation.
Dividends
and other taxable distributions are taxable to you even though they are reinvested in additional shares of our common stock. If we pay
you a dividend in January which was declared in the previous October, November or December to stockholders of record on a specified date
in one of these months, then the dividend will be treated for tax purposes as being paid by us and received by you on December 31 of the
year in which the dividend was declared.
A
stockholder will generally recognize gain or loss on the sale or exchange of our common shares in an amount equal to the difference between
the stockholder’s adjusted basis in the shares sold or exchanged and the amount realized on their disposition. Generally, gain recognized
by a stockholder on the sale or other disposition of our common shares will result in capital gain or loss to you, and will be a long-term
capital gain or loss if the shares have been held for more than one year at the time of sale. Any loss upon the sale or exchange of our
shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends received (including
amounts credited as an undistributed capital gain dividend) by you. A loss realized on a sale or exchange of our shares will be disallowed
if other substantially identical shares are acquired (whether through the automatic reinvestment of dividends or otherwise) within a 61-day
period beginning 30 days before and ending 30 days after the date that the shares are disposed of. In this case, the basis of the shares
acquired will be adjusted to reflect the disallowed loss.
Stockholders
should consult their own tax advisors with respect to the U.S. federal income tax and withholding tax, and state, local and foreign tax
consequences of an investment in our shares.
Backup
Withholding. We are required in certain circumstances to backup withhold on taxable dividends or distributions and certain
other payments paid to non-corporate stockholders who do not furnish us with their correct taxpayer identification number (in the case
of individuals, their social security number) and certain certifications, or who are otherwise subject to backup withholding. Backup withholding
is not an additional tax. Any amounts withheld from payments made to you may be refunded or credited against your U.S. federal income
tax liability, if any, provided that the required information is furnished to the IRS.
Reportable
Transactions Reporting. If a U.S. stockholder recognizes a loss with respect to shares of our common stock of $2 million
or more for an individual stockholder or $10 million or more for a corporate stockholder, the stockholder must file with the IRS a disclosure
statement on Form 8886. Direct stockholders of portfolio securities are in many cases exempted from this reporting requirement, but under
current guidance, stockholders of a RIC are not exempted. The fact that a loss is reportable under these regulations does not affect the
legal determination of whether the taxpayer’s treatment of the loss is proper. U.S. stockholders should consult their tax advisors
to determine the applicability of these regulations in light of their specific circumstances.
Taxation of Non-U.S.
Stockholders
The
following discussion only applies to non-U.S. stockholders. A “non-U.S. stockholder” is a holder that is not a U.S. stockholder
for U.S. federal income tax purposes. Whether an investment in the shares is appropriate for a non-U.S. stockholder will depend upon that
person’s particular circumstances. An investment in the shares by a non-U.S. stockholder may have adverse tax consequences. Non-U.S.
stockholders should consult their tax advisors before investing in our shares.
Distributions
of ordinary income dividends to non-U.S. stockholders, subject to the discussion below, will generally be subject to withholding of U.S.
federal tax at a 30% rate (or lower rate provided by an applicable treaty) to the extent of our current and accumulated earnings and profits.
However, properly reported dividends received by a non-U.S. stockholder are generally exempt from U.S. federal withholding tax when they
(1) are paid in respect of our “qualified net interest income” (generally, our U.S. source interest income, other than certain
contingent interest and interest from obligations of a corporation or partnership in which we are at least a 10% stockholder, reduced
by expenses that are allocable to such income), or (2) are paid in connection with our “qualified short-term capital gains”
(generally, the excess of our net short-term capital gain over our long-term capital loss for such taxable year). Depending on the circumstances,
we may report all, some or none of our potentially eligible dividends as such qualified net interest income or as qualified short-term
capital gains, or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. In order to qualify for
this exemption from withholding, a non-U.S. stockholder must comply with applicable certification requirements relating to its non-U.S.
status (including, in general, furnishing an IRS Form W-8BEN, IRS Form W-8BEN-E, or an acceptable substitute or successor form). In the
case of shares held through an intermediary, the intermediary could withhold even if we report the payment as qualified net interest income
or qualified short-term capital gain. Non-U.S. stockholders should contact their intermediaries with respect to the application of these
rules to their accounts.
Different
tax consequences may result if the non-U.S. stockholder is engaged in a trade or business in the United States or, in the case of an individual,
is present in the United States for 183 days or more during a taxable year and certain other conditions are met.
Actual
or deemed distributions of our net capital gains to a non-U.S. stockholder, and gains recognized by a non-U.S. stockholder upon the sale
of our common stock, generally will not be subject to U.S. federal withholding tax and will not be subject to U.S. federal income tax
unless the distributions or gains, as the case may be, are effectively connected with a U.S. trade or business of the non-U.S. stockholder
or, in the case of an individual, such individual is present in the United States for 183 days or more during a taxable year and certain
other conditions are met.
If
we distribute our net capital gains in the form of deemed rather than actual distributions (which we may do in the future), a non-U.S.
stockholder will be entitled to a U.S. federal income tax credit or tax refund equal to the stockholder’s allocable share of the
tax we pay on the capital gains deemed to have been distributed. In order to obtain the refund, the non-U.S. stockholder must obtain a
U.S. taxpayer identification number and file a U.S. federal income tax return even if the non-U.S. stockholder is not otherwise required
to obtain a U.S. taxpayer identification number or file a U.S. federal income tax return. For a corporate non-U.S. stockholder, distributions
(both actual and deemed), and gains realized upon the sale of our common stock that are effectively connected with a U.S. trade or business
may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate (or at a lower rate if provided
for by an applicable tax treaty). Accordingly, investment in the shares may not be appropriate for certain non-U.S. stockholders.
Backup
Withholding. A non-U.S. stockholder who is a non-resident alien individual, and who is otherwise subject to withholding of
U.S. federal income tax, may be subject to information reporting and backup withholding of U.S. federal income tax on dividends unless
the non-U.S. stockholder provides us or the dividend paying agent with an IRS Form W-8BEN, IRS Form W-8BEN-E or an acceptable substitute
form or otherwise meets documentary evidence requirements for establishing that it is a non-U.S. stockholder or otherwise establishes
an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld from payments made to you may
be refunded or credited against your U.S. federal income tax liability, if any, provided that the required information is furnished to
the IRS.
Non-U.S.
persons should consult their own tax advisors with respect to the U.S. federal income tax and withholding tax, and state, local and foreign
tax consequences of an investment in our shares.
Foreign Account Tax
Compliance Act
Legislation commonly referred to as the “Foreign
Account Tax Compliance Act,” or “FATCA,” generally imposes a 30% withholding tax on payments of certain types of income
to foreign financial institutions (“FFIs”) unless such FFIs either (i) enter into an agreement with the U.S. Treasury to report
certain required information with respect to accounts held by U.S. persons (or held by foreign entities that have U.S. persons as substantial
owners) or (ii) reside in a jurisdiction that has entered into an intergovernmental agreement (“IGA”) with the United States
to collect and share such information and are in compliance with the terms of such IGA and any enabling legislation or regulations. The
types of income subject to the tax include U.S. source interest and dividends. While
existing U.S. Treasury regulations would also require withholding on payments of the gross proceeds from the sale of any property that
could produce U.S. source interest or dividends, the U.S. Treasury Department has indicated its intent to eliminate this requirement in
subsequent proposed regulations, which state that taxpayers may rely on the proposed regulations until final regulations are issued. The
information required to be reported includes the identity and taxpayer identification number of each account holder that is a U.S. person
and transaction activity within the holder’s account. In addition, subject to certain exceptions, this legislation also imposes
a 30% withholding on payments to foreign entities that are not FFIs unless the foreign entity certifies that it does not have a greater
than 10% U.S. owner or provides the withholding agent with identifying information on each greater than 10% U.S. owner. Depending
on the status of a beneficial owner and the status of the intermediaries through which they hold their shares, beneficial owners of our
common stock could be subject to this 30% withholding tax with respect to distributions on their shares and potentially proceeds from
the sale of their shares. Under certain circumstances, a beneficial owner might be eligible for refunds or credits of such taxes.
DETERMINATION OF NET ASSET VALUE
The NAV per share of our outstanding shares of
common stock is determined quarterly by dividing the value of total assets minus liabilities by the total number of shares of common stock
outstanding at the date as of which the determination is made.
We carry our investments at fair value, as approved
in good faith using written policies and procedures adopted by our board of directors. In calculating the value of our total assets, investments
for which market quotations are readily available are recorded in our financial statements at such market quotations subject to any decision
by our board of directors to approve a fair value determination to reflect significant events affecting the value of these investments.
We value investments for which market quotations are not readily available at fair value as approved in good faith by our board of directors
based on input from Saratoga Investment Advisors, our audit committee and, on a selected basis, a third party independent valuation firm.
Determinations of fair value may involve subjective judgments and estimates. The types of factors that may be considered in determining
the fair value of our investments include the nature and realizable value of any collateral, the portfolio company’s ability to
make payments, the markets in which the portfolio company does business, market yield trend analysis, comparison to publicly traded companies,
discounted cash flow and other relevant factors.
Our investment in Saratoga CLO is carried at fair value, which is based
on a discounted cash flows that utilizes prepayment, re-investment and loss assumptions based on historical experience and projected performance,
economic factors, the characteristics of the underlying cash flow, and market comparables for equity interests in collateralized loan
obligation funds similar to Saratoga CLO, when available, as determined by Saratoga Investment Advisors and recommended to our board of
directors. Specifically, we use Intex cash flows, or an appropriate substitute, to form the basis for the valuation of our investment
in Saratoga CLO. The cash flows use a set of inputs including projected default rates, recovery rates, reinvestment rate and prepayment
rates in order to arrive at estimated valuations. The inputs are based on available market data and projections provided by third parties
as well as management estimates. We use the output from the Intex models (i.e., the estimated cash flows) to perform a discounted cash
flow analysis on expected future cash flows to determine a valuation for our investment in Saratoga CLO.
We undertake a multi-step valuation process each
quarter when valuing investments for which market quotations are not readily available, as described below:
|
●
|
each investment is initially
valued by the responsible investment professionals of Saratoga Investment Advisors and preliminary valuation conclusions are documented
and discussed with our senior management; and
|
|
●
|
an independent valuation firm engaged by our board of directors independently reviews a selection of these preliminary valuations each quarter so that the valuation of each investment for which market quotes are not readily available is reviewed by the independent valuation firm at least once each fiscal year.
|
In addition, all our investments are subject to
the following valuation process:
|
●
|
the audit committee of our board of directors reviews and approves each preliminary valuation and our investment adviser and independent valuation firm (if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee; and
|
|
●
|
our board of directors discusses the valuations and approves the fair value of each investment in good faith based on the input of our investment adviser, independent valuation firm (to the extent applicable) and the audit committee of our board of directors.
|
Because such valuations, and particularly valuations
of private investments and private companies, are inherently uncertain, they may fluctuate over short periods of time and may be based
on estimates.
The determination of fair value may differ materially
from the values that would have been used if a ready market for these investments existed. Our net asset value could be materially affected
if the determinations regarding the fair value of our investments were materially higher or lower than the values that we ultimately realize
upon the disposal of such investments.
In September 2006, the Financial Accounting Standards
Board, (the “FASB”), issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements”
(“FAS 157”). In conjunction with Accounting Standards Codification (“ASC”) 105 issued by the FASB in June 2009,
FAS 157 has been codified in ASC 820, “Fair Value Measurement and Disclosures” (“ASC 820”). ASC 820 defines fair
value, establishes a framework for measuring fair value in accordance with Generally Accepted Accounting Principles in the United Sates,
or GAAP, and expands disclosures about fair value measurements.
We value all investments in accordance with ASC
820. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between independent market participants at the measurement date.
ASC 820 establishes a hierarchal disclosure framework which prioritizes
and ranks the level of market price observability of inputs used in measuring investments at fair value. Market price observability is
affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with
readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher
degree of market price observability and a lesser degree of judgment used in measuring fair value.
Based on the observability of the inputs used in the valuation techniques,
we are required to provide disclosures on fair value measurements according to the fair value hierarchy. The fair value hierarchy ranks
the observability of the inputs used to determine fair values. Investments carried at fair value are classified and disclosed in one of
the following three categories:
|
●
|
Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.
|
|
●
|
Level 2—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. Such inputs may be quoted prices for similar assets or liabilities, quoted markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full character of the financial instrument, or inputs that are derived principally from, or corroborated by, observable market information. Investments which are generally included in this category include illiquid debt securities and less liquid, privately held or restricted equity securities, for which some level of recent trading activity has been observed.
|
|
●
|
Level 3—Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment. The inputs may be based on the our own assumptions about how market participants would price the asset or liability or may use Level 2 inputs, as adjusted, to reflect specific investment attributes relative to a broader market assumption. Even if observable market data for comparable performance or valuation measures (earnings multiples, discount rates, other financial/valuation ratios, etc.) are available, such investments are grouped as Level 3 if any significant data point that is not also market observable (private company earnings, cash flows, etc.) is used in the valuation technique. We use multiple techniques for determining fair value based on the nature of the investment and experience with those types of investments and specific portfolio companies. The selections of the valuation techniques and the inputs and assumptions used within those techniques often require subjective judgements and estimates. These techniques include market comparables, discounted cash flows and enterprise value waterfalls. Fair value is best expressed as a range of values from which we determine a single best estimate. The types of inputs and assumptions that may be considered in determining the range of values of our investments include the nature and realizable value of any collateral, the portfolio company’s ability to make payments, market yield trend analysis and volatility in future interest rates, call and put features, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flows and other relevant factors.
|
In addition to using the above inputs in investment valuations, we
continue to employ the valuation policy approved by the board of directors that is consistent with ASC 820 and the 1940 Act (see Note
2 in our most recent Annual Report on Form 10-K). Consistent with our valuation policy, we evaluate the source of inputs, including any
markets in which our investments are trading, in determining fair value.
Ongoing relationships with and monitoring
of portfolio companies
Saratoga Investment Advisors closely monitors
each investment we make and, when appropriate, conducts a regular dialogue with both the management team and other debtholders and seeks
specifically tailored financial reporting. In addition, in certain circumstances, senior investment professionals of Saratoga Investment
Advisors may take board seats or board observation seats.
Determinations in Connection with Offerings
In connection with any offering of shares of our
common stock, our board of directors or one of its committees will be required to make the determination that we are not selling shares
of our common stock at a price below the then current NAV of our common stock or, if our shareholders have granted us the authority to
sell shares of our common stock at a price below the then current NAV per share, at a level consistent with such explicit authority, at
the time at which the sale is made. Our board of directors or the applicable committee will consider the following factors, among others,
in making such determination:
|
●
|
the NAV of our common stock most recently disclosed by us in the most recent periodic report that we filed with the SEC;
|
|
●
|
our management’s assessment of whether any material change in the NAV of our common stock has occurred (including through the realization of gains on the sale of our portfolio securities) during the period beginning on the date of the most recently disclosed NAV of our common stock in our most recent periodic report that we filed with the SEC and ending two days prior to the date of the sale of our common stock; and
|
|
●
|
the magnitude of the difference between the NAV of our common stock most recently disclosed by us in our most recent periodic report that we filed with the SEC and our management’s assessment of any material change in the NAV of our common stock since that determination, and the offering price of the shares of our common stock in the proposed offering.
|
The processes and procedures set forth above are
part of our compliance policies and procedures. In addition, we will make a record of any such determinations made and such documentation
will be maintained in a manner consistent with our other 1940 Act related materials.
SALES OF COMMON STOCK BELOW NET ASSET VALUE
We are not generally able to sell our common stock
at a price below net asset value per share. We may, however, sell our common stock at a price below net asset value per share (i) in
connection with a rights offering to our existing stockholders, (ii) with the approval of our common stockholders, or (iii) under
such other circumstances as the SEC may permit. For example, we may sell our common stock at a price below the then current net asset
value of our common stock if our board of directors determines that such sale is in our best interests and the best interests of our stockholders,
and our stockholders approve our policy and practice of making such sales. We do not have stockholder approval and do not currently intend
to seek stockholder approval to allow us to issue common stock at a price below net asset value per share.
Any offering of common stock below its net asset
value per share will be designed to raise capital for investment in accordance with our investment objective. In making a determination
that an offering of common stock below its net asset value per share is in our and our stockholders’ best interests, our board of
directors will consider a variety of factors including:
|
●
|
the effect that an offering below
net asset value per share would have on our stockholders, including the potential dilution to the net asset value per share of our common
stock our stockholders would experience as a result of the offering;
|
|
●
|
the amount per share by which the
offering price per share and the net proceeds per share are less than our most recently determined net asset value per share;
|
|
●
|
the relationship of recent market prices of par common stock to net asset value per share and the potential impact of the offering on the market price per share of our common stock;
|
|
●
|
whether the estimated offering price would closely approximate the market value of shares of our common stock;
|
|
●
|
the potential market impact of being able to raise capital during the current financial market difficulties;
|
|
●
|
the nature of any new investors anticipated to acquire shares of our common stock in the offering;
|
|
●
|
the anticipated rate of return on and quality, type and availability of investments; and
|
|
●
|
the leverage available to us.
|
Our board of directors will also consider the
fact that sales of shares of common stock at a discount will benefit our investment adviser as the investment adviser will earn additional
investment management fees on the proceeds of such offerings, as it would from the offering of any other of our securities or from the
offering of common stock at a premium to net asset value per share.
Sales by us of our common stock at a discount
from net asset value per share pose potential risks for our existing stockholders whether or not they participate in the offering, as
well as for new investors who participate in the offering. Any sale of common stock at a price below net asset value per share would result
in an immediate dilution to existing common stockholders who do not participate in such sale on at least a pro-rata basis. See “Risk
Factors—Risks Relating to Our Common Stock—Stockholders may incur dilution if we sell shares of our common stock in one or
more offerings at prices below the then current net asset value per share of our common stock.”
The following three headings and accompanying
tables explain and provide hypothetical examples on the impact of an offering of our common stock at a price less than net asset value
per share on three different types of investors:
|
●
|
existing stockholders who do not purchase any shares in the offering;
|
|
●
|
existing stockholders who purchase a relatively small amount of shares in the offering or a relatively large amount of shares in the offering; and
|
|
●
|
new investors who become stockholders by
purchasing shares in the offering.
|
Impact On Existing Stockholders Who Do Not Participate in the Offering
Our current stockholders who do not participate
in an offering below net asset value per share or who do not buy additional shares in the secondary market at the same or lower price
as we obtain in the offering (after expenses and commissions) face the greatest potential risks. These stockholders will experience an
immediate dilution in the net asset value of the shares of common stock they hold and their net asset value per share. These stockholders
will also experience a disproportionately greater decrease in their participation in our earnings and assets and in their voting power
than the increase we will experience in our assets, potential earning power and voting interests due to such offering. These stockholders
may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential increases
and decreases in net asset value per share. This decrease could be more pronounced as the size of the offering and level of discounts
increases. Further, if current stockholders do not purchase any shares to maintain their percentage interest, regardless of whether such
offering is above or below the then current net asset value, their voting power will be diluted.
The following table illustrates the level of NAV
dilution that would be experienced by a nonparticipating stockholder in three different hypothetical offerings of different sizes and
levels of discount from NAV per share, although it is not possible to predict the level of market
price decline that may occur. Actual sales prices and discounts may differ from the presentation below.
The examples assume that Company XYZ has 5,500,000
shares of common stock outstanding, $273,000,000 in total assets and $150,000,000 in total liabilities. The current NAV and NAV per share
are thus $123,000,000 and $22.36. The table illustrates the dilutive effect on nonparticipating Stockholder A of (1) the issuance
of 550,000 shares (10% of the outstanding shares) at an offering price of $20.12 per share to investors (a 10% discount from NAV); (2) the
issuance of 1,100,000 shares (20% of the outstanding shares) at an offering price of $19.01 per share to investors (a 15% discount from
NAV); (3) the issuance of 2,200,000 shares (40% of the outstanding shares) at an offering price of $19.01 per share to investors
(a 15% discount from NAV); and (4) the issuance of 5,500,000 (100% of the outstanding shares) at an offering price of $19.01 per
share to investors (a 15% discount from NAV).
|
|
Prior to
|
|
|
Example 1
10% Offering
at 10% Discount
|
|
|
Example 2
20% Offering
at 15% Discount
|
|
|
Example 3
40% Offering
at 15% Discount
|
|
|
Example 4
100% Offering
at 15% Discount
|
|
|
|
Sale Below
NAV
|
|
|
Following
Sale
|
|
|
% Change
|
|
|
Following
Sale
|
|
|
% Change
|
|
|
Following
Sale
|
|
|
% Change
|
|
|
Following
Sale
|
|
|
% Change
|
|
Offering Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per Share to Public
|
|
|
—
|
|
|
$
|
20.12
|
|
|
|
—
|
|
|
|
19.01
|
|
|
|
—
|
|
|
$
|
19.01
|
|
|
|
—
|
|
|
$
|
19.01
|
|
|
|
—
|
|
Net Proceeds per Share to Issuer(1)
|
|
|
—
|
|
|
$
|
18.71
|
|
|
|
—
|
|
|
|
17.68
|
|
|
|
—
|
|
|
$
|
17.68
|
|
|
|
—
|
|
|
$
|
17.68
|
|
|
|
—
|
|
Decrease to NAV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Shares Outstanding
|
|
|
5,500,000
|
|
|
|
6,050,000
|
|
|
|
10.00
|
%
|
|
|
6,600,000
|
|
|
|
20.00
|
%
|
|
|
7,700,000
|
|
|
|
40.00
|
%
|
|
|
11,000,000
|
|
|
|
100
|
%
|
NAV per Share
|
|
|
22.36
|
|
|
$
|
22.03
|
|
|
|
-1.48
|
%
|
|
$
|
21.58
|
|
|
|
-3.49
|
%
|
|
$
|
21.03
|
|
|
|
-5.97
|
%
|
|
|
20.02
|
|
|
|
-10.46
|
%
|
Dilution to Stockholder
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Held by Stockholder A
|
|
|
11,000
|
|
|
|
11,000
|
|
|
|
—
|
|
|
|
11,000
|
|
|
|
—
|
|
|
|
11,000
|
|
|
|
—
|
|
|
|
11,000
|
|
|
|
—
|
|
Percentage Held by Stockholder A
|
|
|
0.20
|
%
|
|
|
0.18
|
%
|
|
|
-9.09
|
%
|
|
|
0.17
|
%
|
|
|
-16.67
|
%
|
|
|
0.14
|
%
|
|
|
-28.57
|
%
|
|
|
0.10
|
%
|
|
|
-50.00
|
%
|
Total Asset Values
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total NAV Held by Stockholder A
|
|
$
|
245,960
|
|
|
$
|
242,320
|
|
|
|
-1.48
|
%
|
|
|
237,376
|
|
|
|
-3.49
|
%
|
|
$
|
231,276
|
|
|
|
-5.97
|
%
|
|
$
|
220,233
|
|
|
|
-10.46
|
%
|
Total Investment by Stockholder A (Assumed to be $22.36 per Share)
|
|
$
|
—
|
|
|
$
|
245,960
|
|
|
|
—
|
|
|
$
|
245,960
|
|
|
|
—
|
|
|
$
|
245,960
|
|
|
|
—
|
|
|
$
|
245,960
|
|
|
|
—
|
|
Total Dilution to Stockholder A (Total NAV Less Total Investment)
|
|
|
—
|
|
|
$
|
-3,640
|
|
|
|
—
|
|
|
|
-8,584
|
|
|
|
—
|
|
|
|
-14,684
|
|
|
|
—
|
|
|
$
|
-25,727
|
|
|
|
—
|
|
Per Share Amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAV per Share Held by Stockholder A
|
|
|
—
|
|
|
$
|
22.03
|
|
|
|
—
|
|
|
|
21.58
|
|
|
|
—
|
|
|
$
|
21.03
|
|
|
|
—
|
|
|
$
|
20.02
|
|
|
|
—
|
|
Investment per Share Held by Stockholder A (Assumed to be $22.36 per Share on Shares Held Prior to Sale)
|
|
$
|
—
|
|
|
$
|
22.36
|
|
|
|
—
|
|
|
|
22.36
|
|
|
|
—
|
|
|
$
|
22.36
|
|
|
|
—
|
|
|
$
|
22.36
|
|
|
|
—
|
|
Dilution per Share Held by Stockholder A (NAV per Share Less Investment per Share)
|
|
|
—
|
|
|
$
|
-0.33
|
|
|
|
—
|
|
|
$
|
-0.78
|
|
|
|
—
|
|
|
$
|
-1.33
|
|
|
|
—
|
|
|
$
|
-2.34
|
|
|
|
—
|
|
Percentage Dilution to Stockholder A (Dilution per Share Divided by Investment per Share)
|
|
|
—
|
|
|
|
—
|
|
|
|
-1.5
|
%
|
|
|
—
|
|
|
|
-3.5
|
%
|
|
|
—
|
|
|
|
-6.0
|
%
|
|
|
—
|
|
|
|
-10.50
|
%
|
|
(1)
|
Assumes 7% issuance discount.
|
Impact on Existing Stockholders Who Do Participate in the Offering
Our existing stockholders who participate in an
offering below net asset value per share or who buy additional shares in the secondary market at the same or lower price as we obtain
in the offering (after expenses and commissions) will experience the same types of net asset value dilution as the nonparticipating stockholders,
albeit at a lower level, to the extent they purchase less than the same percentage of the discounted offering as their interest in our
shares immediately prior to the offering. The level of net asset value dilution to such stockholders will decrease as the number of shares
such stockholders purchase increases. Existing stockholders who buy more than their proportionate percentage will experience net asset
value dilution but will, in contrast to existing stockholders who purchase less than their proportionate share of the offering, experience
an increase (often called accretion) in net asset value per share over their investment per share and will also experience a disproportionately
greater increase in their participation in our earnings and assets and their voting power than our increase in assets, potential earning
power and voting interests due to the offering. The level of accretion will increase as the excess number of shares purchased by such
stockholder increases. Even a stockholder who over-participates will, however, be subject to the risk that we may make additional discounted
offerings in which such stockholder does not participate, in which case such a stockholder will experience net asset value dilution as
described above in any subsequent offerings. These stockholders may also experience a decline in the market price of their shares, which
often reflects to some degree announced or potential decreases in net asset value per share. This decrease could be more pronounced as
the size of the offering and the level of discount to net asset value increases.
The following chart illustrates the level of dilution
and accretion in the hypothetical 20% offering at a 15% discount from the prior chart (Example 3) for a stockholder that acquires shares
equal to (1) 50% of its proportionate share of the offering (i.e., 1,100) shares, which is 0.1% of an offering of 1,100,000 shares
rather than its 0.2% proportionate share) and (2) 150% of such percentage (i.e., 3,300 shares, which is 0.3% of an offering of 1,100,000
shares rather than its 0.2% proportionate share). The prospectus supplement pursuant to which any discounted offering is made will include
a chart for this example based on the actual number of shares in such offering and the actual discount from the most recently determined
NAV per share.
|
|
Prior to
|
|
|
50% Participation
|
|
|
150% Participation
|
|
|
|
Sale Below
NAV
|
|
|
Following
Sale
|
|
|
% Change
|
|
|
Following
Sale
|
|
|
% Change
|
|
Offering Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per Share to Public
|
|
|
—
|
|
|
$
|
19.01
|
|
|
|
—
|
%
|
|
$
|
19.01
|
|
|
|
—
|
%
|
Net Proceeds per Share to Issuer(1)
|
|
|
—
|
|
|
$
|
17.68
|
|
|
|
—
|
%
|
|
$
|
17.68
|
|
|
|
—
|
%
|
Increase in Shares and Decrease to NAV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Shares Outstanding
|
|
|
5,500,000
|
|
|
|
6,600,000
|
|
|
|
20
|
%
|
|
|
6,600,000
|
|
|
|
20
|
%
|
NAV per share
|
|
$
|
22.36
|
|
|
$
|
21.58
|
|
|
|
-3.49
|
%
|
|
$
|
21.58
|
|
|
|
-3.49
|
%
|
Dilution/Accretion to Participating Stockholder A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share Dilution/Accretion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Held by Stockholder A
|
|
|
11,000
|
|
|
|
12,100
|
|
|
|
10
|
%
|
|
|
14,300
|
|
|
|
30
|
%
|
Percentage Outstanding Held by Stockholder A
|
|
|
0.2
|
%
|
|
|
0.18
|
%
|
|
|
-8.33
|
%
|
|
|
0.21
|
%
|
|
|
8.33
|
%
|
NAV Dilution/Accretion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total NAV Held by Stockholder A
|
|
$
|
245,960
|
|
|
$
|
261,118
|
|
|
|
6.16
|
%
|
|
$
|
308,594
|
|
|
|
25.47
|
%
|
Total Investment by Stockholder A (Assumed to be $22.36 per Share on Shares Held Prior to Sale)
|
|
|
—
|
|
|
$
|
265,408
|
|
|
|
—
|
|
|
$
|
304,304
|
|
|
|
—
|
|
Total Dilution/Accretion to Stockholder A (Total NAV Less Total Investment)
|
|
$
|
—
|
|
|
$
|
-4,290
|
|
|
|
-1.64
|
%
|
|
$
|
4,290
|
|
|
|
1.39
|
%
|
NAV Dilution/Accretion per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAV per Share Held by Stockholder A
|
|
$
|
—
|
|
|
$
|
21.58
|
|
|
|
-3.49
|
%
|
|
$
|
21.58
|
|
|
|
-3.49
|
%
|
Investment per Share Held by Stockholder A (Assumed to be $22.36 per Share on Shares Held Prior to Sale)
|
|
$
|
—
|
|
|
$
|
21.93
|
|
|
|
—
|
%
|
|
$
|
21.28
|
|
|
|
—
|
%
|
NAV Dilution/Accretion per Share Experienced by Stockholder A (NAV per Share Less Investment per Share)
|
|
|
—
|
|
|
$
|
-0.35
|
|
|
|
—
|
%
|
|
$
|
0.30
|
|
|
|
—
|
%
|
Percentage NAV Dilution/Accretion Experienced by Stockholder A (NAV Dilution/Accretion per Share Divided by Investment per Share)
|
|
|
—
|
|
|
|
—
|
|
|
|
-1.60
|
%
|
|
|
—
|
|
|
|
1.41
|
%
|
(1)
|
Assumes 7% issuance discount.
|
Impact on New Investors
Investors who are not
currently stockholders, but who participate in an offering below NAV and whose investment per share is greater than the resulting
NAV per share due to selling compensation and expenses paid by us will experience an immediate decrease, albeit small, in the NAV of
their shares and their NAV per share compared to the price they pay for their shares (Example 1 below). On the other hand, investors
who are not currently stockholders, but who participate in an offering below NAV per share and whose investment per share is also
less than the resulting NAV per share will experience an immediate increase in the NAV of their shares and their NAV per share
compared to the price they pay for their shares (Examples 2 and 3 below). These latter investors will experience a
disproportionately greater participation in our earnings and assets and their voting power than our increase in assets, potential
earning power and voting interests. These investors will, however, be subject to the risk that we may make additional discounted
offerings in which such new stockholder does not participate, in which case such new stockholder will experience dilution as
described above in any subsequent offerings. These investors may also experience a decline in the market price of their shares,
which often reflects to some degree announced or potential decreases in NAV per share. This decrease could be more pronounced as the
size of the offering and level of discount to NAV increases.
The following chart illustrates the level of dilution
or accretion for new investors that would be experienced by a new investor in the same hypothetical discounted offerings as described
in the first chart above. The illustration is for a new investor who purchases the same percentage (0.20%) of the shares in the offering
as Stockholder A in the prior examples held immediately prior to the offering. The prospectus supplement pursuant to which any discounted
offering is made will include a chart for these examples based on the actual number of shares in such offering and the actual discount
from the most recently determined NAV per share.
|
|
Prior to
|
|
|
Example 1
10% Offering
at 10% Discount
|
|
|
Example 2
20% Offering
at 15% Discount
|
|
|
Example 3
40% Offering
at 15% Discount
|
|
|
Example 4
100% Offering
at 15% Discount
|
|
|
|
Sale Below
NAV
|
|
|
Following
Sale
|
|
|
% Change
|
|
|
Following
Sale
|
|
|
% Change
|
|
|
Following
Sale
|
|
|
% Change
|
|
|
Following
Sale
|
|
|
% Change
|
|
Offering Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per Share to Public
|
|
|
—
|
|
|
$
|
20.12
|
|
|
|
—
|
|
|
$
|
19.01
|
|
|
|
—
|
%
|
|
$
|
19.01
|
|
|
|
—
|
%
|
|
$
|
19.01
|
|
|
|
—
|
%
|
Net Proceeds per Share to Issuer
|
|
|
—
|
|
|
$
|
18.71
|
|
|
|
—
|
|
|
$
|
17.68
|
|
|
|
—
|
%
|
|
$
|
17.68
|
|
|
|
—
|
%
|
|
$
|
17.68
|
|
|
|
—
|
%
|
Increase in Shares and Decrease to NAV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Shares Outstanding
|
|
|
5,500,000
|
|
|
|
6,050,000
|
|
|
|
10
|
%
|
|
|
6,600,000
|
|
|
|
20
|
%
|
|
|
7,700,000
|
|
|
|
40
|
%
|
|
|
11,000,000
|
|
|
|
100
|
%
|
NAV per Share
|
|
$
|
22.36
|
|
|
$
|
22.03
|
|
|
|
-1.48
|
%
|
|
$
|
21.58
|
|
|
|
-3.49
|
%
|
|
$
|
21.03
|
|
|
|
-5.99
|
%
|
|
$
|
20.02
|
|
|
|
-10.48
|
%
|
Dilution/Accretion to New Investor A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share Dilution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares held by Investor A
|
|
|
—
|
|
|
|
1,100
|
|
|
|
—
|
%
|
|
|
2,200
|
|
|
|
—
|
%
|
|
|
4,400
|
|
|
|
—
|
%
|
|
|
11,000
|
|
|
|
—
|
%
|
Percentage Outstanding Held by Investor A
|
|
|
—
|
%
|
|
|
0.02
|
%
|
|
|
—
|
%
|
|
|
0.03
|
%
|
|
|
—
|
%
|
|
|
0.06
|
|
|
|
—
|
%
|
|
|
0.10
|
|
|
|
—
|
%
|
NAV Dilution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total NAV Held by Investor A
|
|
|
—
|
|
|
$
|
22,030
|
|
|
|
—
|
%
|
|
$
|
47,476
|
|
|
|
—
|
%
|
|
$
|
92,532
|
|
|
|
—
|
%
|
|
$
|
220,220
|
|
|
|
—
|
%
|
Total Investment by Investor A (At Price to Public)
|
|
|
—
|
|
|
$
|
18,710
|
|
|
|
—
|
%
|
|
$
|
38,896
|
|
|
|
—
|
%
|
|
$
|
77,792
|
|
|
|
—
|
%
|
|
$
|
194,480
|
|
|
|
—
|
%
|
Total Dilution/Accretion to Investor A (Total NAV Less Total Investment)
|
|
|
—
|
|
|
$
|
3,720
|
|
|
|
17.74
|
%
|
|
$
|
8,580
|
|
|
|
22.06
|
%
|
|
$
|
14,740
|
|
|
|
18.95
|
%
|
|
$
|
25,740
|
|
|
|
13.24
|
%
|
NAV Dilution per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAV per Share Held by Investor A
|
|
|
—
|
|
|
$
|
22.03
|
|
|
|
—
|
%
|
|
$
|
21.58
|
|
|
|
—
|
%
|
|
$
|
21.03
|
|
|
|
—
|
%
|
|
$
|
20.02
|
|
|
|
—
|
%
|
Investment per Share Held by Investor A
|
|
|
—
|
|
|
$
|
18.71
|
|
|
|
—
|
%
|
|
$
|
17.68
|
|
|
|
—
|
%
|
|
$
|
17.68
|
|
|
|
—
|
%
|
|
$
|
17.68
|
|
|
|
—
|
%
|
NAV Dilution/Accretion per Share Experienced by Investor A (NAV per Share Less Investment per Share)
|
|
|
—
|
|
|
$
|
3.32
|
|
|
|
—
|
%
|
|
$
|
3.90
|
|
|
|
—
|
%
|
|
$
|
3.35
|
|
|
|
—
|
%
|
|
$
|
2.34
|
|
|
|
—
|
%
|
Percentage NAV Dilution/Accretion Experienced by Investor A (NAV Dilution/ Accretion per Share Divided by Investment per Share)
|
|
|
—
|
|
|
|
—
|
|
|
|
17.74
|
%
|
|
|
—
|
|
|
|
22.06
|
%
|
|
|
—
|
|
|
|
18.95
|
%
|
|
|
—
|
|
|
|
13.24
|
%
|
DESCRIPTION
OF OUR CAPITAL STOCK
The
following description is based on relevant portions of the Maryland General Corporation Law and our charter and bylaws, which we collectively
refer to as our “governing documents.”
As
of the date of this prospectus, our authorized stock consists of 100,000,000 shares of capital stock, $0.001 par value per share, all
of which are designated as shares of common stock. Our common stock trades under the symbol “SAR” on the New York Stock Exchange.
There are no outstanding options or warrants to purchase our common stock. No shares of common stock have been authorized for issuance
under any equity compensation plans. Under Maryland law, our stockholders generally are not personally liable for our debts or obligations.
Under
our governing documents, our board of directors is authorized to create new classes or series of shares of stock and to authorize the
issuance of shares of stock without obtaining stockholder approval. Our charter provides that the board of directors, without any action
by our stockholders, may amend the charter from time to time to increase or decrease the aggregate number of shares of stock or the number
of shares of stock of any class or series that we have authority to issue.
Common
Stock
Each
share of our common stock has equal rights as to earnings, assets, dividends and voting and all of our outstanding shares of common stock
are duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of our common stock if, as
and when authorized by our board of directors and declared by us out of funds legally available therefor. Shares of our common stock
have no preemptive, exchange, conversion or redemption rights.
In
the event of our liquidation, dissolution or winding up, each share of common stock would be entitled to share ratably in all of our
assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights
of holders of shares of our preferred stock, if any are outstanding at such time. Each share of our common stock entitles its holder
to cast one vote on all matters submitted to a vote of stockholders, including the election and removal of directors.
The
following table sets forth information regarding our authorized shares of stock under our charter and shares of stock outstanding as
of June 29, 2021.
Title
of Class
|
|
Shares
Authorized
|
|
|
Amount
Held by Us
or for Our Account
|
|
|
Amount
Outstanding
Exclusive of Amount Held
by Us or for Our Account
|
|
Common
Stock
|
|
|
100,000,000
|
|
|
|
—
|
|
|
|
11,150,372
|
|
Preferred
Stock
Our
governing documents authorize our board of directors to classify and reclassify any unissued shares of stock into other classes or series
of stock, including preferred stock. Prior to the issuance of shares of stock of each class or series, the board of directors is required
by our governing documents to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to
dividends or other distributions, qualifications and terms or conditions of redemption for each class or series of shares of stock. Thus,
the board of directors could authorize the issuance of preferred stock with terms and conditions that could have the effect of delaying,
deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise
be in their best interest. In addition, as a business development company, any issuance of preferred stock must comply with the requirements
of the 1940 Act. The 1940 Act requires, among other things, that (1) immediately after issuance and before any dividend or other
distribution is made with respect to our common stock and before any purchase of common stock is made, the aggregate dividend or distribution
on, or purchase price of, such shares of preferred stock together with all other indebtedness and senior securities must not exceed an
amount equal to 50% of our total assets after deducting the amount of such dividend, distribution or purchase price, as the case may
be, and (2) the holders of preferred stock, if any are issued, must be entitled as a class to elect two directors at all times and
to elect a majority of the directors if dividends on such preferred stock is in arrears by two years or more. Certain matters under the
1940 Act require the separate vote of the holders of any issued and outstanding shares of preferred stock. We believe that the availability
for issuance of preferred stock will provide us with increased flexibility in structuring future financings and acquisitions.
Limitation
on Liability of Directors and Officers; Indemnification and Advance of Expenses
The
Maryland General Corporation Law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors
and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of
an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment
as being material to the cause of action. Our governing documents contain a provision which eliminates directors’ and officers’
liability to the maximum extent permitted by the Maryland General Corporation Law, subject to the requirements of the 1940 Act.
Maryland
law requires a corporation (unless its charter provides otherwise, which, our charter does not) to indemnify a director or officer who
has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made
a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors
and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection
with any proceeding to which they may be made or are threatened to be made a party by reason of their service in those or other capacities
unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding
and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer
actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation
may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis
that a personal benefit was improperly received unless, in either case, a court orders indemnification, and then only for expenses. In
addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt
of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct
necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the
amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.
Our
charter authorizes us to obligate ourselves, and our bylaws do obligate us, to the maximum extent permitted by Maryland law and subject
to any applicable requirements of the 1940 Act, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition
of a proceeding to (1) any present or former director or officer or (2) any individual who, while a director or officer and
at our request, serves or has served another corporation, real estate investment trust, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise as a director, officer, partner, manager, member or trustee, from and against
any claim or liability to which that person may become subject for which that person may incur by reason of his or her service in such
capacity. Our charter and bylaws also permit indemnification and the advancement of expenses to any person who served a predecessor to
Saratoga Investment Corp. in any of the capacities described above and any of our employees or agents or any employees or agents of such
predecessor.
As
a business development company, and in accordance with the 1940 Act, we will not indemnify any person for any liability to which such
person would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office.
In
addition to the indemnification provided for in our bylaws, we have entered into indemnification agreements with each of our current
directors and officers and we intend to enter into indemnification agreements with each of our future directors and officers. The indemnification
agreements attempt to provide these directors and officers the maximum indemnification permitted under Maryland law and the 1940 Act.
The agreements provide, among other things, for the advancement of expenses and indemnification for liabilities incurred which such person
may incur by reason of his or her status as a present or former director or officer in any action or proceeding arising out of the performance
of such person’s services as a present or former director or officer.
Provisions
of Our Governing Documents and the Maryland General Corporation Law
Our
governing documents and the Maryland General Corporation Law contain provisions that could make it more difficult for a potential acquiror
to acquire us by means of a tender offer, proxy contest or otherwise. These provisions are expected to discourage certain coercive takeover
practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate first with our board of
directors. We believe that the benefits of these provisions outweigh the potential disadvantages of discouraging any such acquisition
proposals because, among other things, the negotiation of such proposals may improve their terms.
Classified
Board of Directors
Our
board of directors is divided into three classes of directors serving staggered three-year terms. Directors of each class are elected
to serve for three-year terms and until their successors are duly elected and qualify, and each year one class of directors is elected
by the stockholders. A classified board may render a change in control of us or removal of our incumbent management more difficult. We
believe, however, that the longer time required to elect a majority of a classified board of directors will help to ensure the continuity
and stability of our management and policies.
Number
of Directors; Vacancies; Removal
Our
governing documents provide that the number of directors will be set only by our board of directors in accordance with our bylaws. Our
bylaws provide that a majority of our entire board of directors may at any time increase or decrease the number of directors. However,
unless our bylaws are amended, the number of directors may never be less than three nor more than eleven. Our charter provides that,
except as may be provided by the board of directors in setting the terms of any class or series of shares of stock, so long as we have
a class of securities registered under the Exchange Act and at least three independent directors, any and all vacancies on the board
of directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors
do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term of the directorship
in which the vacancy occurred and until a successor is elected and qualifies, subject to any applicable requirements of the 1940 Act.
If there are no directors then in office, vacancies may be filled by stockholders at a special meeting called for such purpose. Our charter
provides that a director may be removed only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally
in the election of directors.
Election
of Directors
Our
charter and bylaws provide that the affirmative vote of the holders of a plurality of the votes cast at a meeting of the Company’s
stockholders duly called and at which a quorum is present will be required to elect each director. Pursuant to our charter and bylaws,
our board of directors may amend the bylaws to alter the vote required to elect directors.
Action
by Stockholders
All
of our outstanding shares of common stock will generally be able to vote on any matter that is a proper subject for action by the stockholders
of a Maryland corporation, including in respect of the election or removal of directors as well as other extraordinary matters. Under
the Maryland General Corporation Law, stockholder action can be taken only at an annual or special meeting of stockholders or by written
or electronically-transmitted unanimous consent in lieu of a meeting. These provisions, combined with the requirements of our
governing documents regarding the calling of a stockholder-requested special meeting of stockholder discussed below, may have
the effect of delaying consideration of a stockholder proposal until the next annual meeting.
Advance
Notice Provisions for Stockholder Nominations and Stockholder Proposals
Our
bylaws provide that, with respect to an annual meeting of our stockholders, nominations of individuals for election to the board of directors
and the proposal of business to be considered by stockholders may be made only (1) pursuant to our notice of the meeting, (2) by
or at the direction of the board of directors, (3) by any stockholder who is a stockholder of record both at the time of giving
notice by the stockholder and at the time of the annual meeting, who is entitled to vote at the meeting and who has complied with the
advance notice procedures of the bylaws. With respect to special meetings of stockholders, only the business specified in our notice
of the meeting may be brought before the meeting. Nominations of individuals for election to the board of directors at a special meeting
may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of the board of directors, (3) provided
that the board of directors has determined that directors will be elected at the meeting, by a stockholder who is a stockholder of record
both at the time of giving notice by the stockholder and at the time of the special meeting and who is entitled to vote at the meeting
and who has complied with the advance notice provisions of our bylaws or (4) by a stockholder who is entitled to vote at the meeting
in circumstances in which a special meeting of stockholders is called for the purpose of electing directors when no directors remain
in office.
The
purpose of requiring stockholders to give us advance notice of nominations and other business is to afford our board of directors a meaningful
opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent
deemed necessary or desirable by our board of directors, to inform stockholders and make recommendations about such qualifications or
business, as well as to provide a more orderly procedure for conducting meetings of stockholders. Although our bylaws do not give our
board of directors any power to disapprove stockholder nominations for the election of directors or proposals recommending certain action,
they may have the effect of precluding a contest for the election of directors or the consideration of stockholder proposals if proper
procedures are not followed and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own
slate of directors or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful
or beneficial to us and our stockholders.
Calling
of Special Meetings of Stockholders
Our
bylaws provide that special meetings of our stockholders may be called by our board of directors and certain of our officers. Additionally,
our bylaws provide that, subject to the satisfaction of certain procedural and informational requirements by the stockholders requesting
the meeting, a special meeting of our stockholders will be called by our secretary upon the written request of stockholders entitled
to cast not less than a majority of all the votes entitled to be cast at such meeting, except that, if no directors remain in office,
a special meeting of our stockholders shall be called to elect directors by the secretary upon the written request of holders entitled
to cast at least 10% of the votes entitled to be cast generally in the election of directors.
Amendment
of Governing Documents
Under
Maryland law, a Maryland corporation generally cannot dissolve or amend its charter unless the corporation’s board of directors
declares the dissolution or amendment to be advisable and the dissolution or amendment is approved by the affirmative vote of stockholders
entitled to cast at least two-thirds of the votes entitled to be cast on the matter. A Maryland corporation may provide in its charter
for approval of these matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter.
Our charter generally provides for approval of amendments to our charter by the stockholders entitled to cast at least a majority of
the votes entitled to be cast on the matter. However, our charter also provides that certain charter amendments and proposals for our
liquidation, dissolution or conversion, whether by merger or otherwise, from a closed-end company to an open-end company require the
approval of the stockholders entitled to cast at least two-thirds percent of the votes entitled to be cast on such matter. If such amendment
or proposal is approved by at least two-thirds of our continuing directors (in addition to approval by our board of directors), such
amendment or proposal may be approved by a majority of the votes entitled to be cast on such a matter. The “continuing directors”
are, as defined in our charter, our current directors as well as those directors whose nomination for election by the stockholders or
whose election by the directors to fill vacancies is approved by a majority of the continuing directors then on the board of directors.
Our
governing documents provide that the board of directors has the exclusive power to adopt, alter or repeal any provision of our bylaws
and to make new bylaws.
Approval
of Extraordinary Actions
Under
Maryland law, a Maryland corporation generally cannot amend its charter, merge, sell all or substantially all of its assets, engage in
a share exchange or engage in similar transactions outside the ordinary course of business, unless the corporation’s board of directors
declares action or transaction to be advisable and the action or transaction is approved by the affirmative vote of stockholders entitled
to cast at least two-thirds of the votes entitled to be cast on the matter. A Maryland corporation may provide in its charter for approval
of these matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter.
Except
for a merger that would result in our conversion to an open-end company, which requires the approval described above, our charter provides
that we may merge, sell all or substantially all of our assets, engage in a consolidation or share exchange or engage in similar transactions,
if such transaction is declared advisable by our board of directors and approved by a majority of all of the votes entitled to be cast
on the matter.
No
Appraisal Rights
Except
with respect to appraisal rights arising in connection with the Maryland Control Share Acquisition Act discussed below, as permitted
by the Maryland General Corporation Law, our governing documents provide that our stockholders will not be entitled to exercise appraisal
rights unless a majority of our board of directors determines that such rights will apply with respect to all or any classes or series
of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares
would otherwise be entitled to exercise appraisal rights.
Control
Share Acquisitions
The
Control Share Acquisition Act provides that control shares of a Maryland corporation acquired in a control share acquisition have no
voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the
acquiror, by officers or by directors who are employees of the corporation are excluded from shares entitled to vote on the matter. Control
shares are voting shares of stock which, if aggregated with all other shares of stock owned by the acquiror or in respect of which the
acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the
acquiror to exercise voting power in electing directors within one of the following ranges of voting power:
|
●
|
one-tenth
or more but less than one-third;
|
|
●
|
one-third
or more but less than a majority; or
|
|
●
|
a
majority or more of all voting power.
|
The
requisite stockholder approval must be obtained each time an acquiror crosses one of the thresholds of voting power set forth above.
Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder
approval. A control share acquisition means the acquisition of control shares, subject to certain exceptions.
A
person who has made or proposes to make a control share acquisition may compel the board of directors of the corporation to call a special
meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling
of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting.
If no request for a meeting is made, the corporation may itself present the question at any stockholder meeting.
If
voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by
the statute, then the corporation may repurchase for fair value any or all of the control shares, except those for which voting rights
have previously been approved. The right of the corporation to repurchase control shares is subject to certain conditions and limitations,
including, as provided in our bylaws, compliance with the 1940 Act, which will prohibit any such repurchase other than in limited circumstances.
Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share
acquisition by the acquiror or of any meeting of stockholders at which the voting rights of the shares are considered and not approved.
If voting rights for control shares are approved at a stockholder meeting and the acquiror becomes entitled to vote a majority of the
shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes
of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.
The
Control Share Acquisition Act does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation
is a party to the transaction or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation.
Our
bylaws contain a provision exempting from the Control Share Acquisition Act any and all acquisitions by any person of our common stock.
Such provision could also be amended or eliminated at any time in the future. However, we will amend our bylaws to be subject to the
Control Share Acquisition Act only if the board of directors determines that it would be in our best interests and if the SEC does not
object to our determination that our being subject to the Control Share Acquisition Act does not conflict with the 1940 Act. The
SEC staff has issued informal guidance setting forth its position that, if a closed-end investment company opts in to and triggers
the Control Share Act, it would not violate Section 18(i) of the 1940 Act if the determination do so by the board of directors of
the closed-end investment company was taken with reasonable care on a basis consistent with other applicable duties and laws,
including those to the fund and its stockholders generally.
Business
Combinations
Under
Maryland law, “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an
interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested
stockholder. These business combinations include a merger, consolidation, share exchange or, in circumstances specified in the statute,
an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:
|
●
|
any
person who beneficially owns 10% or more of the voting power of the corporation’s stock; or
|
|
●
|
an
affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial
owner of 10% or more of the voting power of the then outstanding voting stock of the corporation.
|
A
person is not an interested stockholder under this statute if the board of directors approved in advance the transaction by which the
stockholder otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide
that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.
After
the five-year prohibition, any business combination between the corporation and an interested stockholder generally must be recommended
by the board of directors of the corporation and approved by the affirmative vote of at least:
|
●
|
80%
of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
|
|
●
|
two-thirds
of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with
whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
|
These super-majority vote
requirements do not apply if the corporation’s stockholders receive a minimum price, as defined under Maryland law, for their shares
in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.
The
statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors before
the time that the interested stockholder becomes an interested stockholder. Our board of directors has adopted a resolution exempting
from the provisions of the Maryland Business Combination Act any business combination between us and any other person. If our board of
directors adopts resolutions causing us to be subject to the provisions of the Business Combination Act, these provisions may discourage
others from trying to acquire control of us and increase the difficulty of consummating any offer.
Conflict
with 1940 Act
Our
bylaws provide that, if and to the extent that any provision of the Maryland General Corporation Law, including the Control Share Acquisition
Act or the Business Combination Act (if we amend our bylaws to be subject to such Acts), or any provision of our charter or bylaws conflicts
with any provision of the 1940 Act, the applicable provision of the 1940 Act will control.
DESCRIPTION
OF OUR SUBSCRIPTION RIGHTS
We
may issue subscription rights to our stockholders to purchase common stock. Subscription rights may be issued independently or together
with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In
connection with any subscription rights offering to our stockholders, we may enter into a standby underwriting or other arrangement with
one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities
remaining unsubscribed for after such subscription rights offering. We will not offer transferable subscription rights to our stockholders
at a price equivalent to less than the then current net asset value per share of common stock, excluding underwriting commissions, unless
we first file a post-effective amendment that is declared effective by the SEC with respect to such issuance and the common stock to
be purchased in connection with the rights represents no more than one-third of our outstanding common stock at the time such
rights are issued. In connection with a subscription rights offering to our stockholders, we would distribute certificates evidencing
the subscription rights and a prospectus supplement to our stockholders on the record date that we set for receiving subscription rights
in such subscription rights offering. Our common stockholders will indirectly bear the expenses of such subscription rights offerings,
regardless of whether our common stockholders exercise any subscription rights.
The
applicable prospectus supplement would describe the following terms of subscription rights in respect of which this prospectus is being
delivered:
|
●
|
the
title of such subscription rights;
|
|
●
|
the
exercise price or a formula for the determination of the exercise price for such subscription rights;
|
|
●
|
the
number or a formula for the determination of the number of such subscription rights issued to each stockholder;
|
|
●
|
the
extent to which such subscription rights are transferable;
|
|
●
|
if
applicable, a discussion of certain U.S. federal income tax considerations applicable to the issuance or exercise of such subscription
rights;
|
|
●
|
the
date on which the right to exercise such subscription rights would commence, and the date on which such rights shall expire (subject
to any extension);
|
|
●
|
the
extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed securities;
|
|
●
|
if
applicable, the material terms of any standby underwriting or other purchase arrangement that we may enter into in connection with the
subscription rights offering; and
|
|
●
|
any
other terms of such subscription rights, including terms, procedures and limitations relating to the exchange and exercise of such subscription
rights.
|
Exercise
of Subscription Rights
Each
subscription right would entitle the holder of the subscription right to purchase for cash such amount of shares of common stock or other
securities at such exercise price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement
relating to the subscription rights offered thereby or another report filed with the SEC. Subscription rights may be exercised at any
time up to the close of business on the expiration date for such subscription rights set forth in the applicable prospectus supplement.
After the close of business on the expiration date, all unexercised subscription rights would become void. We have not previously completed
such an offering of subscription rights.
Subscription
rights may be exercised as set forth in the prospectus supplement relating to the subscription rights offered thereby. Upon receipt of
payment and the subscription rights certificate properly completed and duly executed at the corporate trust office of the subscription
rights agent or any other office indicated in the prospectus supplement, we will forward, as soon as practicable, the shares of common
stock or other securities purchasable upon such exercise. To the extent permissible under applicable law, we may determine to offer any
unsubscribed offered securities directly to stockholders, persons other than stockholders, to or through agents, underwriters or dealers
or through a combination of such methods, including pursuant to standby underwriting or other arrangements, as set forth in the applicable
prospectus supplement.
Dilutive
Effects
Any
stockholder who chooses not to participate in a rights offering should expect to own a smaller interest in the Company upon completion
of such rights offering. Any rights offering will dilute the ownership interest and voting power of stockholders who do not fully exercise
their subscription rights. Further, because the net proceeds per share from any rights offering may be lower than our then current net
asset value per share, the rights offering may reduce our net asset value per share. The amount of dilution that a stockholder will experience
could be substantial, particularly to the extent we engage in multiple rights offerings within a limited time period. In addition, the
market price of our common stock could be adversely affected while a rights offering is ongoing as a result of the possibility that a
significant number of additional shares may be issued upon completion of such rights offering. All of our stockholders will also indirectly
bear the expenses associated with any rights offering we may conduct, regardless of whether they elect to exercise any rights.
DESCRIPTION
OF OUR DEBT SECURITIES
We
may issue debt securities in one or more series. The specific terms of each series of debt securities will be described in the particular
prospectus supplement relating to that series. The prospectus supplement may or may not modify the general terms found in this prospectus
and will be filed with the SEC. For a complete description of the terms of a particular series of debt securities, you should read both
this prospectus and the prospectus supplement relating to that particular series.
As
required by federal law for all bonds and notes of companies that are publicly offered, the debt securities are governed by a document
called an “indenture.” An indenture is a contract between us and the financial institution acting as trustee on your behalf,
and is subject to and governed by the Trust Indenture Act of 1939, as amended. The trustee has two main roles. First, the trustee can
enforce your rights against us if we default. There are some limitations on the extent to which the trustee acts on your behalf, described
in the second paragraph under “—Events of Default—Remedies if an Event of Default Occurs.” Second, the trustee
performs certain administrative duties for us with respect to our debt securities.
All
the material terms of the indenture and the supplemental indenture, as well as an explanation of your rights as a holder of debt securities,
are described in this prospectus and in the prospectus supplement accompanying this prospectus. Because this section is a summary, however,
it does not describe every aspect of the debt securities and the indenture. We urge you to read the indenture because it, and not this
description, defines your rights as a holder of debt securities. A copy of the form of indenture is attached, or incorporated by reference,
as an exhibit to the registration statement of which this prospectus is a part. See “Available Information” for information
on how to obtain a copy of the indenture. We will file a supplemental indenture with the SEC in connection with any debt offering, at
which time the supplemental indenture would be publicly available.
The
prospectus supplement, which will accompany this prospectus, will describe the particular series of debt securities being offered by
including:
|
●
|
the
designation or title of the series of debt securities;
|
|
●
|
the
total principal amount of the series of debt securities;
|
|
●
|
the
percentage of the principal amount at which the series of debt securities will be offered;
|
|
●
|
the
date or dates on which principal will be payable;
|
|
●
|
the
rate or rates (which may be either fixed or variable) and/or the method of determining such rate or rates of interest, if any;
|
|
●
|
the
date or dates from which any interest will accrue, or the method of determining such date or dates, and the date or dates on which any
interest will be payable;
|
|
●
|
whether
any interest may be paid by issuing additional securities of the same series in lieu of cash (and the terms upon which any such interest
may be paid by issuing additional securities);
|
|
●
|
the
terms for redemption, extension or early repayment, if any;
|
|
●
|
the
currencies in which the series of debt securities are issued and payable;
|
|
●
|
whether
the amount of payments of principal, premium or interest, if any, on a series of debt securities will be determined with reference to
an index, formula or other method (which could be based on one or more currencies, commodities, equity indices or other indices) and
how these amounts will be determined;
|
|
●
|
the
place or places, if any, other than or in addition to the Borough of Manhattan in the City of New York, of payment, transfer, conversion
and/or exchange of the debt securities;
|
|
●
|
the
denominations in which the offered debt securities will be issued (if other than $1,000 and any integral multiple thereof);
|
|
●
|
the
provision for any sinking fund;
|
|
●
|
any
restrictive covenants;
|
|
●
|
any
Events of Default (as defined in “Events of Default” below);
|
|
●
|
whether
the series of debt securities are issuable in certificated form;
|
|
●
|
any
provisions for defeasance or covenant defeasance;
|
|
●
|
any
special U.S. federal income tax implications, including, if applicable, U.S. federal income
tax considerations relating to original issue discount;
|
|
●
|
whether
and under what circumstances we will pay additional amounts in respect of any tax, assessment or governmental charge and, if so, whether
we will have the option to redeem the debt securities rather than pay the additional amounts (and the terms of this option);
|
|
●
|
any
provisions for convertibility or exchangeability of the debt securities into or for any other securities;
|
|
●
|
whether
the debt securities are subject to subordination and the terms of such subordination;
|
|
●
|
whether
the debt securities are secured and the terms of any security interest;
|
|
●
|
the
listing, if any, on a securities exchange; and
|
The
debt securities may be secured or unsecured obligations. Unless the prospectus supplement states otherwise, principal (and premium, if
any) and interest, if any, will be paid by us in immediately available funds.
Under
the provisions of the 1940 Act, we, as a BDC, pursuant to the approval of our board of directors, are permitted to issue debt only in
amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after each issuance of debt, but giving effect
to any exemptive relief granted to us by the SEC. For a discussion of the legislation that took effect that allows us to incur additional
leverage, see “Risk Factors — Risks Relating to Our Business and Structure — Legislation that took effect in 2018 would
allow us to incur additional leverage” in Part 1, Item 1A of our most recent Annual Report on Form 10-K. In addition, while any
indebtedness and senior securities remain outstanding, we must make provisions to prohibit the distribution to our stockholders or the
repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase.
For a discussion of the risks associated with leverage, see “Risk Factors—Risks Related to Our Business and Structure—Regulations
governing our operation as a BDC will affect our ability to raise additional capital.”
General
The
indenture provides that any debt securities proposed to be sold under this prospectus and the accompanying prospectus supplement (“offered
debt securities”) and any debt securities issuable upon the exercise of warrants or upon conversion or exchange of other offered
securities (“underlying debt securities”) may be issued under the indenture in one or more series.
For
purposes of this prospectus, any reference to the payment of principal of, or premium or interest, if any, on, debt securities will include
additional amounts if required by the terms of the debt securities.
The
indenture does not limit the amount of debt securities that may be issued thereunder from time to time. Debt securities issued under
the indenture, when a single trustee is acting for all debt securities issued under the indenture, are called the “indenture securities.”
The indenture also provides that there may be more than one trustee thereunder, each with respect to one or more different series of
indenture securities. See “—Resignation of Trustee” below. At a time when two or more trustees are acting under the
indenture, each with respect to only certain series, the term “indenture securities” means the one or more series of debt
securities with respect to which each respective trustee is acting. In the event that there is more than one trustee under the indenture,
the powers and trust obligations of each trustee described in this prospectus will extend only to the one or more series of indenture
securities for which it is trustee. If two or more trustees are acting under the indenture, then the indenture securities for which each
trustee is acting would be treated as if issued under separate indentures.
The
indenture does not contain any provisions that give you protection in the event we issue a large amount of debt or we are acquired by
another entity.
We
refer you to the prospectus supplement for information with respect to any deletions from, modifications of or additions to the Events
of Default or our covenants that are described below, including any addition of a covenant or other provision providing event risk protection
or similar protection.
We
have the ability to issue indenture securities with terms different from those of indenture securities previously issued and, without
the consent of the holders thereof, to reopen a previous issue of a series of indenture securities and issue additional indenture securities
of that series unless the reopening was restricted when that series was created.
Conversion
and Exchange
If
any debt securities are convertible into or exchangeable for other securities, the prospectus supplement will explain the terms and conditions
of the conversion or exchange, including the conversion price or exchange ratio (or the calculation method), the conversion or exchange
period (or how the period will be determined), if conversion or exchange will be mandatory or at the option of the holder or us, provisions
for adjusting the conversion price or the exchange ratio and provisions affecting conversion or exchange in the event of the redemption
of the underlying debt securities. These terms may also include provisions under which the number or amount of other securities to be
received by the holders of the debt securities upon conversion or exchange would be calculated according to the market price of the other
securities as of a time stated in the prospectus supplement.
Issuance
of Securities in Registered Form
We
may issue the debt securities in registered form, in which case we may issue them either in book-entry form only or in “certificated”
form. Debt securities issued in book-entry form will be represented by global securities. We expect that we will usually issue
debt securities in book-entry only form represented by global securities.
Book-Entry Holders
We
will issue registered debt securities in book-entry form only, unless we specify otherwise in the applicable prospectus supplement.
This means debt securities will be represented by one or more global securities registered in the name of a depositary that will hold
them on behalf of financial institutions that participate in the depositary’s book-entry system. These participating
institutions, in turn, hold beneficial interests in the debt securities held by the depositary or its nominee. These institutions may
hold these interests on behalf of themselves or customers.
Under
the indenture, only the person in whose name a debt security is registered is recognized as the holder of that debt security. Consequently,
for debt securities issued in book-entry form, we will recognize only the depositary as the holder of the debt securities and
we will make all payments on the debt securities to the depositary. The depositary will then pass along the payments it receives to its
participants, which in turn will pass the payments along to their customers who are the beneficial owners. The depositary and its participants
do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the
debt securities.
As
a result, investors will not own debt securities directly. Instead, they will own beneficial interests in a global security, through
a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest
through a participant. As long as the debt securities are represented by one or more global securities, investors will be indirect holders,
and not holders, of the debt securities.
Street
Name Holders
In
the future, we may issue debt securities in certificated form or terminate a global security. In these cases, investors may choose to
hold their debt securities in their own names or in “street name.” Debt securities held in street name are registered in
the name of a bank, broker or other financial institution chosen by the investor, and the investor would hold a beneficial interest in
those debt securities through the account he or she maintains at that institution.
For
debt securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose
names the debt securities are registered as the holders of those debt securities, and we will make all payments on those debt securities
to them. These institutions will pass along the payments they receive to their customers who are the beneficial owners, but only because
they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold debt securities in
street name will be indirect holders, and not holders, of the debt securities.
Legal
Holders
Our
obligations, as well as the obligations of the applicable trustee and those of any third parties employed by us or the applicable trustee,
run only to the legal holders of the debt securities. We do not have obligations to investors who hold beneficial interests in global
securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder
of a debt security or has no choice because we are issuing the debt securities only in book-entry form.
For
example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that
holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but
does not do so. Similarly, if we want to obtain the approval of the holders for any purpose (for example, to amend an indenture or to
relieve us of the consequences of a default or of our obligation to comply with a particular provision of an indenture), we would seek
the approval only from the holders, and not the indirect holders, of the debt securities. Whether and how the holders contact the indirect
holders is up to the holders.
When
we refer to you in this Description of Our Debt Securities, we mean those who invest in the debt securities being offered by this prospectus,
whether they are the holders or only indirect holders of those debt securities. When we refer to your debt securities, we mean the debt
securities in which you hold a direct or indirect interest.
Special
Considerations for Indirect Holders
If
you hold debt securities through a bank, broker or other financial institution, either in book-entry form or in street name,
we urge you to check with that institution to find out:
|
●
|
how
it handles securities payments and notices;
|
|
●
|
whether
it imposes fees or charges;
|
|
●
|
how
it would handle a request for the holders’ consent, if ever required;
|
|
●
|
whether
and how you can instruct it to send you debt securities registered in your own name so you can be a holder, if that is permitted in the
future for a particular series of debt securities;
|
|
●
|
how
it would exercise rights under the debt securities if there were a default or other event triggering the need for holders to act to protect
their interests; and
|
|
●
|
if
the debt securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.
|
Global
Securities
As
noted above, we usually will issue debt securities as registered securities in book-entry form only. A global security represents
one or any other number of individual debt securities. Generally, all debt securities represented by the same global securities will
have the same terms.
Each
debt security issued in book-entry form will be represented by a global security that we deposit with and register in the name
of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary.
Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC,
will be the depositary for all debt securities issued in book-entry form.
A
global security may not be transferred to or registered in the name of anyone other than the depositary or its nominee, unless special
termination situations arise. We describe those situations below under “—Termination of a Global Security.” As a result
of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all debt securities represented
by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must
be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or
with another institution that has an account with the depositary. Thus, an investor whose security is represented by a global security
will not be a holder of the debt security, but only an indirect holder of a beneficial interest in the global security.
Special
Considerations for Global Securities
As
an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s
financial institution and of the depositary, as well as general laws relating to securities transfers. The depositary that holds the
global security will be considered the holder of the debt securities represented by the global security.
If
debt securities are issued only in the form of a global security, an investor should be aware of the following:
|
●
|
an
investor cannot cause the debt securities to be registered in his or her name and cannot obtain certificates for his or her interest
in the debt securities, except in the special situations we describe below;
|
|
●
|
an
investor will be an indirect holder and must look to his or her own bank or broker for payments on the debt securities and protection
of his or her legal rights relating to the debt securities, as we describe under “—Issuance of Securities in Registered Form”
above;
|
|
●
|
an
investor may not be able to sell interests in the debt securities to some insurance companies and other institutions that are required
by law to own their securities in non-book-entry form;
|
|
●
|
an
investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the debt
securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;
|
|
●
|
the
depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating
to an investor’s interest in a global security. We and the trustee have no responsibility for any aspect of the depositary’s
actions or for its records of ownership interests in a global security. We and the trustee also do not supervise the depositary in any
way;
|
|
●
|
if
we redeem less than all the debt securities of a particular series being redeemed, DTC’s practice is to determine by lot the amount
to be redeemed from each of its participants holding that series;
|
|
●
|
an
investor is required to give notice of exercise of any option to elect repayment of its debt securities, through its participant, to
the applicable trustee and to deliver the related debt securities by causing its participant to transfer its interest in those debt securities,
on DTC’s records, to the applicable trustee;
|
|
●
|
DTC
requires that those who purchase and sell interests in a global security deposited in its book-entry system use immediately
available funds; your broker or bank may also require you to use immediately available funds when purchasing or selling interests in
a global security; and
|
|
●
|
financial
institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest
in a global security, may also have their own policies affecting payments, notices and other matters relating to the debt securities;
there may be more than one financial intermediary in the chain of ownership for an investor; we do not monitor and are not responsible
for the actions of any of those intermediaries.
|
Termination
of a Global Security
If
a global security is terminated for any reason, interests in it will be exchanged for certificates in non-book-entry form (certificated
securities). After that exchange, the choice of whether to hold the certificated debt securities directly or in street name will be up
to the investor. Investors must consult their own banks or brokers to find out how to have their interests in a global security transferred
on termination to their own names, so that they will be holders. We have described the rights of legal holders and street name investors
under “—Issuance of Securities in Registered Form” above.
The
prospectus supplement may list situations for terminating a global security that would apply only to the particular series of debt securities
covered by the prospectus supplement. If a global security is terminated, only the depositary, and not we or the applicable trustee,
is responsible for deciding the investors in whose names the debt securities represented by the global security will be registered and,
therefore, who will be the holders of those debt securities.
Payment
and Paying Agents
We
will pay interest to the person listed in the applicable trustee’s records as the owner of the debt security at the close of business
on a particular day in advance of each due date for interest, even if that person no longer owns the debt security on the interest due
date. That day, usually about two weeks in advance of the interest due date, is called the “record date.” Because we will
pay all the interest for an interest period to the holders on the record date, holders buying and selling debt securities must work out
between themselves the appropriate purchase price. The most common manner is to adjust the sales price of the debt securities to prorate
interest fairly between buyer and seller based on their respective ownership periods within the particular interest period. This prorated
interest amount is called “accrued interest.”
Payments
on Global Securities
We
will make payments on a global security in accordance with the applicable policies of the depositary as in effect from time to time.
Under those policies, we will make payments directly to the depositary, or its nominee, and not to any indirect holders who own beneficial
interests in the global security. An indirect holder’s right to those payments will be governed by the rules and practices of the
depositary and its participants, as described under “—Special Considerations for Global Securities.”
Payments
on Certificated Securities
We
will make payments on a certificated debt security as follows. We will pay interest that is due on an interest payment date to the holder
of debt securities as shown on the trustee’s records as of the close of business on the regular record date at our office and/or
at other offices that may be specified in the prospectus supplement. We will make all payments of principal and premium, if any, by check
at the office of the applicable trustee and/or at other offices that may be specified in the prospectus supplement or in a notice to
holders against surrender of the debt security.
Alternatively,
at our option, we may pay any cash interest that becomes due on the debt security by mailing a check to the holder at his, her or its
address shown on the trustee’s records as of the close of business on the regular record date or by transfer to an account at a
bank in the United States, in either case, on the due date.
Payment
When Offices Are Closed
If
any payment is due on a debt security on a day that is not a business day, we will make the payment on the next day that is a business
day. Payments made on the next business day in this situation will be treated under the indenture as if they were made on the original
due date, except as otherwise indicated in the attached prospectus supplement. Such payment will not result in a default under any debt
security or the indenture, and no interest will accrue on the payment amount from the original due date to the next day that is a business
day.
Book-entry and
other indirect holders should consult their banks or brokers for information on how they will receive payments on their debt securities.
Events
of Default
You
will have rights if an Event of Default occurs in respect of the debt securities of your series and is not cured, as described later
in this subsection.
The
term “Event of Default” in respect of the debt securities of your series means any of the following:
|
●
|
we
do not pay the principal of (or premium, if any, on) a debt security of the series when due;
|
|
●
|
we
do not pay interest on a debt security of the series when due, and such default is not cured within 30 days;
|
|
●
|
we
do not deposit any sinking fund payment in respect of debt securities of the series within two business days of its due date;
|
|
●
|
we
remain in breach of a covenant in respect of debt securities of the series for 60 days after we receive a written notice of default stating
we are in breach (the notice must be sent by either the trustee or holders of at least 25% of the principal amount of the outstanding
debt securities of the series);
|
|
●
|
we
file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur and remain undischarged or unstayed for
a period of 60 days;
|
|
●
|
the
series of debt securities has an asset coverage, as such term is defined in the 1940 Act, of less than 100 per centum on the last
business day of each of twenty-four consecutive calendar months, after giving effect to any exemptive relief granted to the
Company by the SEC; or
|
|
●
|
any
other Event of Default in respect of debt securities of the series described in the prospectus supplement occurs.
|
An
Event of Default for a particular series of debt securities does not necessarily constitute an Event of Default for any other series
of debt securities issued under the same or any other indenture. The trustee may withhold notice to the holders of debt securities of
any default, except in the payment of principal, premium, interest, or sinking or purchase fund installment, if it in good faith considers
the withholding of notice to be in the interest of the holders.
Remedies
if an Event of Default Occurs
If
an Event of Default has occurred and is continuing, the trustee or the holders of not less than 25% in principal amount of the outstanding
debt securities of the affected series may (and the trustee shall at the request of such holders) declare the entire principal amount
of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity.
A declaration of acceleration of maturity may be canceled by the holders of a majority in principal amount of the outstanding debt securities
of the affected series if (1) we have deposited with the trustee all amounts due and owing with respect to the securities (other
than principal that has become due solely by reason of such acceleration) and certain other amounts, and (2) any other Events of
Default have been cured or waived.
The
trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee protection
from expenses and liability reasonably satisfactory to it (called an “indemnity”). If indemnity reasonably satisfactory to
it is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the
time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee
may refuse to follow those directions in certain circumstances. No delay or omission in exercising any right or remedy will be treated
as a waiver of that right, remedy or Event of Default.
Before
you are allowed to bypass your trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights
or protect your interests relating to the debt securities, the following must occur:
|
●
|
you
must give the trustee written notice that an Event of Default with respect to the relevant series of debt securities has occurred and
remains uncured;
|
|
●
|
the
holders of at least 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that
the trustee take action because of the default and must offer the trustee indemnity, security or both reasonably satisfactory to it against
the costs, expenses and other liabilities of taking that action;
|
|
●
|
the
trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity and/or security; and
|
|
●
|
the
holders of a majority in principal amount of the outstanding debt securities of that series must not have given the trustee a direction
inconsistent with the above notice during that 60-day period.
|
However,
you are entitled at any time to bring a lawsuit for the payment of money due on your debt securities on or after the due date.
Book-entry and
other indirect holders should consult their banks or brokers for information on how to give notice or direction to or make a request
of the trustee and how to declare or cancel an acceleration of maturity.
Each
year, we will furnish to each trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance
with the indenture and the debt securities, or else specifying any default.
Waiver
of Default
Holders
of a majority in principal amount of the outstanding debt securities of the affected series may waive any past defaults other than
|
●
|
the
payment of principal, any premium or interest; or
|
|
●
|
in
respect of a covenant that cannot be modified or amended without the consent of each holder.
|
Merger
or Consolidation
Under
the terms of the indenture, we are generally permitted to consolidate or merge with another corporation. We are also permitted to sell
all or substantially all of our assets to another corporation. However, we may not take any of these actions unless all the following
conditions are met:
|
●
|
where
we merge out of existence or sell substantially all our assets, the resulting corporation or transferee must agree to be legally responsible
for our obligations under the debt securities;
|
|
●
|
the
merger or sale of assets must not cause a default on the debt securities and we must not already be in default (unless the merger or
sale would cure the default). For purposes of this no-default test, a default would include an Event of Default that has occurred
and has not been cured, as described under “Events of Default” above. A default for this purpose would also include any event
that would be an Event of Default if the requirements for giving us a notice of default or our default having to exist for a specific
period of time were disregarded;
|
|
●
|
we
must deliver certain certificates and documents to the trustee; and
|
|
●
|
we
must satisfy any other requirements specified in the prospectus supplement relating to a particular series of debt securities.
|
Modification
or Waiver
There
are three types of changes we can make to the indenture and the debt securities issued thereunder.
Changes
Requiring Your Approval
First,
there are changes that we cannot make to your debt securities without your specific approval. The following is a list of those types
of changes:
|
●
|
change
the stated maturity of the principal of or interest on a debt security or the terms of any sinking fund with respect to any security;
|
|
●
|
reduce
any amounts due on a debt security;
|
|
●
|
reduce
the amount of principal payable upon acceleration of the maturity of an original issue discount or indexed security following a default
or upon the redemption thereof or the amount thereof provable in a bankruptcy proceeding;
|
|
●
|
adversely
affect any right of repayment at the holder’s option;
|
|
●
|
change
the place or currency of payment on a debt security (except as otherwise described in the prospectus or prospectus supplement);
|
|
●
|
impair
your right to sue for payment;
|
|
●
|
adversely
affect any right to convert or exchange a debt security in accordance with its terms;
|
|
●
|
modify
the subordination provisions in the indenture in a manner that is adverse to outstanding holders of the debt securities;
|
|
●
|
reduce
the percentage of holders of debt securities whose consent is needed to modify or amend the indenture;
|
|
●
|
reduce
the percentage of holders of debt securities whose consent is needed to waive compliance with certain provisions of the indenture or
to waive certain defaults;
|
|
●
|
modify
any other aspect of the provisions of the indenture dealing with supplemental indentures with the consent of holders, waiver of past
defaults, changes to the quorum or voting requirements or the waiver of certain covenants; and
|
|
●
|
change
any obligation we have to pay additional amounts.
|
Changes
Not Requiring Approval
The
second type of change does not require any vote by the holders of the debt securities. This type is limited to clarifications, establishment
of the form or terms of new securities of any series as permitted by the indenture and certain other changes that would not adversely
affect holders of the outstanding debt securities in any material respect. We also do not need any approval to make any change that affects
only debt securities to be issued under the indenture after the change takes effect.
Changes
Requiring Majority Approval
Any
other change to the indenture and the debt securities would require the following approval:
|
●
|
if
the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series;
and
|
|
●
|
if
the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority
in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose.
|
In
each case, the required approval must be given by written consent.
The
holders of a majority in principal amount of a series of debt securities issued under the indenture, voting together as one class for
this purpose, may waive our compliance with some of our covenants applicable to that series of debt securities. However, we cannot obtain
a waiver of a payment default or of any of the matters covered by the bullet points included above under “—Changes Requiring
Your Approval.”
Further
Details Concerning Voting
When
taking a vote, we will use the following rules to decide how much principal to attribute to a debt security:
|
●
|
for
original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity
of these debt securities were accelerated to that date because of a default;
|
|
●
|
for
debt securities whose principal amount is not known (for example, because it is based on an index), we will use the principal face amount
at original issuance or a special rule for that debt security described in the prospectus supplement; and
|
|
●
|
for
debt securities denominated in one or more foreign currencies, we will use the U.S. dollar equivalent.
|
Debt
securities will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust money for
their payment or redemption or if we, any other obligor, or any affiliate of us or any obligor own such debt securities. Debt securities
will also not be eligible to vote if they have been fully defeased as described later under “—Defeasance—Full Defeasance.”
We
will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding indenture securities
that are entitled to vote or take other action under the indenture. However, the record date may not be more than 30 days before the
date of the first solicitation of holders to vote on or take such action. If we set a record date for a vote or other action to be taken
by holders of one or more series, that vote or action may be taken only by persons who are holders of outstanding indenture securities
of those series on the record date and must be taken within eleven months following the record date.
Book-entry and
other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to change
the indenture or the debt securities or request a waiver.
Defeasance
The
following provisions will be applicable to each series of debt securities unless we state in the applicable prospectus supplement that
the provisions of covenant defeasance and full defeasance will not be applicable to that series.
Covenant
Defeasance
Under
current U.S. federal tax law and the indenture, we can make the deposit described below and be released from some of the restrictive
covenants in the indenture under which the particular series was issued. This is called “covenant defeasance.” In that event,
you would lose the protection of those restrictive covenants but would gain the protection of having money and government securities
set aside in trust to repay your debt securities. If we achieved covenant defeasance and your debt securities were subordinated as described
under “—Indenture Provisions—Subordination” below, such subordination would not prevent the trustee under the
indenture from applying the funds available to it from the deposit described in the first bullet below to the payment of amounts due
in respect of such debt securities for the benefit of the subordinated debt holders. In order to achieve covenant defeasance, we must
do the following:
|
●
|
we
must deposit in trust for the benefit of all holders of a series of debt securities a combination of cash (in such currency in which
such securities are then specified as payable at stated maturity) or government obligations applicable to such securities (determined
on the basis of the currency in which such securities are then specified as payable at stated maturity) that will generate enough cash
to make interest, principal and any other payments on the debt securities on their various due dates and any mandatory sinking fund payments
or analogous payments;
|
|
●
|
we
must deliver to the trustee a legal opinion of our counsel confirming that, under current U.S. federal income tax law, we may make the
above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit;
|
|
●
|
we
must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the
1940 Act, as amended, and a legal opinion and officers’ certificate stating that all conditions precedent to covenant defeasance
have been complied with;
|
|
●
|
defeasance
must not result in a breach or violation of, or result in a default under, of the indenture or any of our other material agreements or
instruments;
|
|
●
|
no
default or event of default with respect to such debt securities shall have occurred and be continuing and no defaults or events of default
related to bankruptcy, insolvency or reorganization shall occur during the next 90 days; and
|
|
●
|
satisfy
the conditions for covenant defeasance contained in any supplemental indentures.
|
If
we accomplish covenant defeasance, you can still look to us for repayment of the debt securities if there were a shortfall in the trust
deposit or the trustee is prevented from making payment. For example, if one of the remaining Events of Default occurred (such as our
bankruptcy) and the debt securities became immediately due and payable, there might be such a shortfall. However, there is no assurance
that we would have sufficient funds to make payment of the shortfall.
Full
Defeasance
If
there is a change in U.S. federal tax law or we obtain an IRS ruling, as described in the second bullet below, we can legally release
ourselves from all payment and other obligations on the debt securities of a particular series (called “full defeasance”)
if we put in place the following other arrangements for you to be repaid:
|
●
|
we
must deposit in trust for the benefit of all holders of a series of debt securities a combination of cash (in such currency in which
such securities are then specified as payable at stated maturity) or government obligations applicable to such securities (determined
on the basis of the currency in which such securities are then specified as payable at stated maturity) that will generate enough cash
to make interest, principal and any other payments on the debt securities on their various due dates and any mandatory sinking fund payments
or analogous payments;
|
|
●
|
we
must deliver to the trustee a legal opinion confirming that there has been a change in current U.S. federal tax law or an IRS ruling
that allows us to make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make
the deposit. Under current U.S. federal tax law, the deposit and our legal release from the debt securities would be treated as though
we paid you your share of the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange for
your debt securities and you would recognize gain or loss on the debt securities at the time of the deposit;
|
|
●
|
we
must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the
1940 Act, as amended, and a legal opinion and officers’ certificate stating that all conditions precedent to defeasance have been
complied with;
|
|
●
|
defeasance
must not result in a breach or violation of, or constitute a default under, of the indenture or any of our other material agreements
or instruments;
|
|
●
|
no
default or event of default with respect to such debt securities shall have occurred and be continuing and no defaults or events of default
related to bankruptcy, insolvency or reorganization shall occur during the next 90 days; and
|
|
●
|
satisfy
the conditions for full defeasance contained in any supplemental indentures.
|
If
we ever did accomplish full defeasance, as described above, you would have to rely solely on the trust deposit for repayment of the debt
securities. You could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely
be protected from claims of our lenders and other creditors if we ever became bankrupt or insolvent. If your debt securities were subordinated
as described later under “—Indenture Provisions—Subordination”, such subordination would not prevent the trustee
under the indenture from applying the funds available to it from the deposit referred to in the first bullet of the preceding paragraph
to the payment of amounts due in respect of such debt securities for the benefit of the subordinated debt holders.
Form,
Exchange and Transfer of Certificated Registered Securities
If
registered debt securities cease to be issued in book-entry form, they will be issued:
|
●
|
only
in fully registered certificated form;
|
|
●
|
without
interest coupons; and
|
|
●
|
unless
we indicate otherwise in the prospectus supplement, in denominations of $1,000 and amounts that are multiples of $1,000.
|
Holders
may exchange their certificated securities for debt securities of smaller denominations or combined into fewer debt securities of larger
denominations, as long as the total principal amount is not changed and as long as the denomination is greater than the minimum denomination
for such securities.
Holders
may exchange or transfer their certificated securities at the office of the trustee. We have appointed the trustee to act as our agent
for registering debt securities in the names of holders transferring debt securities. We may appoint another entity to perform these
functions or perform them ourselves.
Holders
will not be required to pay a service charge to transfer or exchange their certificated securities, but they may be required to pay any
tax or other governmental charge associated with the transfer or exchange. The transfer or exchange will be made only if our transfer
agent is satisfied with the holder’s proof of legal ownership.
If
we have designated additional transfer agents for your debt security, they will be named in the prospectus supplement. We may appoint
additional transfer agents or cancel the appointment of any particular transfer agent. We may also approve a change in the office through
which any transfer agent acts.
If
any certificated securities of a particular series are redeemable and we redeem less than all the debt securities of that series, we
may block the transfer or exchange of those debt securities during the period beginning 15 days before the day we mail the notice of
redemption and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to
register transfers or exchanges of any certificated securities selected for redemption, except that we will continue to permit transfers
and exchanges of the unredeemed portion of any debt security that will be partially redeemed.
If
a registered debt security is issued in book-entry form, only the depositary will be entitled to transfer and exchange the
debt security as described in this subsection, since it will be the sole holder of the debt security.
Resignation
of Trustee
Each
trustee may resign or be removed with respect to one or more series of indenture securities provided that a successor trustee is appointed
to act with respect to these series and has accepted such appointment. In the event that two or more persons are acting as trustee with
respect to different series of indenture securities under the indenture, each of the trustees will be a trustee of a trust separate and
apart from the trust administered by any other trustee.
Indenture
Provisions—Subordination
Upon
any distribution of our assets upon our dissolution, winding up, liquidation or reorganization, the payment of the principal of (and
premium, if any) and interest, if any, on any indenture securities denominated as subordinated debt securities is to be subordinated
to the extent provided in the indenture in right of payment to the prior payment in full of all Senior Indebtedness (as defined below),
but our obligation to you to make payment of the principal of (and premium, if any) and interest, if any, on such subordinated debt securities
will not otherwise be affected. In addition, no payment on account of principal (or premium, if any), sinking fund or interest, if any,
may be made on such subordinated debt securities at any time unless full payment of all amounts due in respect of the principal (and
premium, if any), sinking fund and interest on Senior Indebtedness has been made or duly provided for in money or money’s worth.
In
the event that, notwithstanding the foregoing, any payment by us is received by the trustee in respect of subordinated debt securities
or by the holders of any of such subordinated debt securities, upon our dissolution, winding up, liquidation or reorganization before
all Senior Indebtedness is paid in full, the payment or distribution received by the trustee in respect of such subordinated debt securities
or by the holders of any of such subordinated debt securities must be paid over to the holders of the Senior Indebtedness or on their
behalf for application to the payment of all the Senior Indebtedness remaining unpaid until all the Senior Indebtedness has been paid
in full, after giving effect to any concurrent payment or distribution to the holders of the Senior Indebtedness. Subject to the payment
in full of all Senior Indebtedness upon this distribution by us, the holders of such subordinated debt securities will be subrogated
to the rights of the holders of the Senior Indebtedness to the extent of payments made to the holders of the Senior Indebtedness out
of the distributive share of such subordinated debt securities.
By
reason of this subordination, in the event of a distribution of our assets upon our insolvency, certain of our senior creditors may recover
more, ratably, than holders of any subordinated debt securities or the holders of any indenture securities that are not Senior Indebtedness.
The indenture provides that these subordination provisions will not apply to money and securities held in trust under the defeasance
provisions of the indenture.
Senior
Indebtedness is defined in the indenture as the principal of (and premium, if any) and unpaid interest on:
|
●
|
our
indebtedness (including indebtedness of others guaranteed by us), whenever created, incurred, assumed or guaranteed, for money borrowed,
that we have designated as “Senior Indebtedness” for purposes of the indenture and in accordance with the terms of the indenture
(including any indenture securities designated as Senior Indebtedness), and
|
|
●
|
renewals,
extensions, modifications and refinancings of any of this indebtedness.
|
If
this prospectus is being delivered in connection with the offering of a series of indenture securities denominated as subordinated debt
securities, the accompanying prospectus supplement will set forth the approximate amount of our Senior Indebtedness and of our other
Indebtedness outstanding as of a recent date.
Secured
Indebtedness and Ranking
Certain
of our indebtedness, including certain series of indenture securities, may be secured. The prospectus supplement for each series of indenture
securities will describe the terms of any security interest for such series and will indicate the approximate amount of our secured indebtedness
as of a recent date. Any unsecured indenture securities will effectively rank junior to any secured indebtedness, including any secured
indenture securities, that we incur in the future to the extent of the value of the assets securing such future secured indebtedness.
The debt securities, whether secured or unsecured, of the Company will rank structurally junior to all existing and future indebtedness
(including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities (i.e., the holders of the debt securities
will not have access to the assets of the Company’s subsidiaries, financing vehicles or similar facilities until after all of these
entities’ creditors have been paid and the remaining assets have been distributed up to the Company as the equity holder of these
entities). In this regard, any notes that we may issue will be strictly the obligation of the Company, and not of Saratoga CLO, or any
subsidiary we may form in the future.
In
the event of our bankruptcy, liquidation, reorganization or other winding up, any of our assets that secure secured debt will be available
to pay obligations on unsecured debt securities only after all indebtedness under such secured debt has been repaid in full from such
assets. We advise you that there may not be sufficient assets remaining to pay amounts due on any or all unsecured debt securities then
outstanding after fulfillment of this obligation. As a result, the holders of unsecured indenture securities may recover less, ratably,
than holders of any of our secured indebtedness.
The
Trustee under the Indenture
U.S.
Bank National Association serves as the trustee under the indenture.
Certain
Considerations Relating to Foreign Currencies
Debt
securities denominated or payable in foreign currencies may entail significant risks. These risks include the possibility of significant
fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in
the secondary market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the
applicable prospectus supplement.
DESCRIPTION
OF OUR WARRANTS
The
following is a general description of the terms of the warrants we may issue from time to time. Particular terms of any warrants we offer
will be described in the prospectus supplement relating to such warrants and will be subject to compliance with the 1940 Act.
As
described further below, subject to receiving shareholder approval to issue warrants at a future annual meeting of stockholders,
we may issue warrants to purchase shares of our common stock or debt securities. Such warrants may be issued independently or together
with shares of common stock or debt securities and may be attached or separate from such securities. We will issue each series of warrants
under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent
and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.
A
prospectus supplement will describe the particular terms of any series of warrants we may issue, including the following:
|
●
|
the
title and aggregate number of such warrants;
|
|
●
|
the
price or prices at which such warrants will be issued;
|
|
●
|
the
currency or currencies, including composite currencies, in which the price of such warrants may be payable;
|
|
●
|
if
applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each
such security or each principal amount of such security;
|
|
●
|
in
the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and
the price at which and the currency or currencies, including composite currencies, in which this principal amount of debt securities
may be purchased upon such exercise;
|
|
●
|
in
the case of warrants to purchase common stock, the number of shares of common stock purchasable upon exercise of one warrant and the
price at which and the currency or currencies, including composite currencies, in which these shares may be purchased upon such exercise;
|
|
●
|
the
date on which the right to exercise such warrants shall commence and the date on which such right will expire (subject to any extension);
|
|
●
|
whether
such warrants will be issued in registered form or bearer form;
|
|
●
|
if
applicable, the minimum or maximum amount of such warrants that may be exercised at any one time;
|
|
●
|
if
applicable, the date on and after which such warrants and the related securities will be separately transferable;
|
|
●
|
the
terms of any rights to redeem, or call such warrants;
|
|
●
|
information
with respect to book-entry procedures, if any;
|
|
●
|
the
terms of the securities issuable upon exercise of the warrants;
|
|
●
|
if
applicable, a discussion of certain U.S. federal income tax considerations; and
|
|
●
|
any
other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
|
We
and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the
warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially
and adversely affect the interests of the holders of the warrants.
Each
warrant will entitle the holder to purchase for cash such common stock at the exercise price or such principal amount of debt securities
as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the warrants offered
thereby. Warrants may be exercised as set forth in the prospectus supplement beginning on the date specified therein and continuing until
the close of business on the expiration date set forth in the prospectus supplement. After the close of business on the expiration date,
unexercised warrants will become void.
Upon
receipt of payment and a warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent
or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon
such exercise. If less than all of the warrants represented by such warrant certificate are exercised, a new warrant certificate will
be issued for the remaining warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender
securities as all or part of the exercise price for warrants.
Prior
to exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such
exercise, including, in the case of warrants to purchase debt securities, the right to receive principal, premium, if any, or interest
payments, on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture or, in the case of warrants
to purchase common stock, the right to receive dividends or other distributions, if any, or payments upon our liquidation, dissolution
or winding up or to exercise any voting rights.
Under
the 1940 Act, we may generally only offer warrants provided that (i) the warrants expire by their terms within ten years, (ii) the
exercise or conversion price is not less than the current market value at the date of issuance, (iii) our stockholders authorize
the proposal to issue such warrants, and our board of directors approves such issuance on the basis that the issuance is in the best
interests of us and our stockholders and (iv) if the warrants are accompanied by other securities, the warrants are not separately
transferable unless no class of such warrants and the securities accompanying them has been publicly distributed. The 1940 Act also provides
that the amount of our voting securities that would result from the exercise of all outstanding warrants, as well as options and rights,
at the time of issuance may not exceed 25% of our outstanding voting securities.
We
may in the future seek the approval of our stockholders to approve a proposal to authorize us to issue securities to subscribe to, convert
to, or purchase shares of our common stock in one or more offerings. Such authorization will have no expiration. If we do not receive
such stockholder approval, we will not issue any warrants.
PLAN
OF DISTRIBUTION
We
may offer, from time to time, in one or more offerings or series, up to $500,000,000 of common
stock, preferred stock, subscription rights to purchase shares of common stock, warrants and debt securities, in one or more underwritten
public offerings, at-the-market offerings to or through a market maker or into an existing trading market for our securities,
on an exchange or otherwise, negotiated transactions, block trades, best efforts or a combination of these methods.
We
may sell our securities through underwriters or dealers, directly to one or more purchasers through agents or through a combination of
any such methods of sale. In the case of a rights offering, the applicable prospectus supplement
will set forth the number of shares of our common stock issuable upon the exercise of each right and the other terms of such rights offering.
Any underwriter or agent involved in the offer and sale of our securities will be named in the applicable prospectus supplement.
A prospectus supplement or supplements will also describe the terms of the offering of our securities, including: the purchase price
of our securities and the proceeds we will receive from the sale; any over-allotment options under which underwriters may purchase additional
securities from us; any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
the public offering price; any discounts or concessions allowed or re-allowed or paid to dealers; and any securities exchange or market
on which our securities may be listed. Only underwriters or agents named in the prospectus supplement will be underwriters or agents
of our securities offered by the prospectus supplement.
The
distribution of our securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be
changed, at prevailing market prices at the time of sale, at prices related to such prevailing market prices, or at negotiated prices,
provided, however, that the offering price per share of our common stock, less any underwriting commissions and discounts or agency fees
paid by us, must generally equal or exceed the net asset value per share of our common stock. We may under certain circumstances consider
selling our securities at prices below our net asset value per share consistent with the terms of our stockholder approval to sell our
shares of common stock at a price below our net asset value per share. Any offering of shares of our common stock at a price below our
then current net asset value per share that requires shareholder approval must occur, if at all, within one year after receiving such
shareholder approval. We do not currently have stockholder approval of issuances below net asset value.
In
connection with the sale of our securities, underwriters or agents may receive compensation from us or from purchasers of our securities,
for whom they may act as agents, in the form of discounts, concessions or commissions. Our common stockholders will bear, directly or
indirectly, such expenses, as well as any other fees and the expenses incurred by us in connection with any offering of our securities,
including debt securities.
Underwriters
may sell our securities to or through dealers and such dealers may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate
in the distribution of our securities may be deemed to be underwriters under the Securities Act, and any discounts and commissions they
receive from us and any profit realized by them on the resale of our securities may be deemed to be underwriting discounts and commissions
under the Securities Act. Any such underwriter or agent will be identified and any such compensation received from us will be described
in the applicable prospectus supplement. The maximum aggregate commission or discount to be received
by any member of the Financial Industry Regulatory Authority (“FINRA”) or independent broker-dealer will not be greater than
10% of the gross proceeds of the sale of our securities offered pursuant to this prospectus and any applicable prospectus supplement.
We may also reimburse the underwriter or agent for certain fees and legal expenses incurred by it.
We
may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may
sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the
third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings
of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock.
The third parties in such sale transactions will be underwriters and, if not identified in this prospectus, will be identified in the
applicable prospectus supplement (or a post-effective amendment).
Any
underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation
M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions
permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering
or other short-covering transactions involve purchases of our securities, either through exercise of the over-allotment option or in
the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling
concession from a dealer when our securities originally sold by the dealer are purchased in a stabilizing or covering transaction to
cover short positions. Those activities may cause the price of our securities to be higher than it would otherwise be. If commenced,
the underwriters may discontinue any of the activities at any time.
Any
underwriters that are qualified market makers on the NYSE may engage in passive market making transactions in our common stock on the
NYSE in accordance with Regulation M under the Exchange Act, during the business day prior to the pricing of the offering, before the
commencement of offers or sales of our common stock. Passive market makers must comply with applicable volume and price limitations and
must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the
highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the
passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize
the market price of our common stock at a level above that which might otherwise prevail in the open market and, if commenced, may be
discontinued at any time.
We
may sell our securities directly or through agents we designate from time to time. We will name any agent involved in the offering and
sale of our securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
Unless
otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no trading market,
other than our common stock, which is traded on the NYSE. We may elect to list any other class or series of securities on any exchanges,
but we are not obligated to do so. We cannot guarantee the liquidity of the trading markets for any securities.
Under
agreements into which we may enter, underwriters, dealers and agents who participate in the distribution of our securities may be entitled
to indemnification by us against certain liabilities, including liabilities under the Securities Act, or
contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Underwriters,
dealers and agents may engage in transactions with, or perform services for, us in the ordinary course of business.
If
so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit
offers by certain institutions to purchase our securities from us pursuant to contracts providing for payment and delivery on a future
date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others, but in all cases such institutions must be approved by us. The obligations
of any purchaser under any such contract will be subject to the condition that the purchase of our securities shall not at the time of
delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents
will not have any responsibility in respect of the validity or performance of such contracts. Such contracts will be subject only to
those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation
of such contracts.
In
order to comply with the securities laws of certain states, if applicable, our securities offered hereby will be sold in such jurisdictions
only through registered or licensed brokers or dealers. In addition, in certain states, our securities may not be sold unless they have
been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available
and is complied with.
BROKERAGE
ALLOCATION AND OTHER PRACTICES
Since
we will acquire and dispose of many of our investments in privately negotiated transactions, many of the transactions that we engage
in will not require the use of brokers or the payment of brokerage commissions. Subject to policies established by our board of directors,
our investment adviser will be primarily responsible for selecting brokers and dealers to execute transactions with respect to the publicly-traded
securities portion of our portfolio transactions and the allocation of brokerage commissions. Our investment adviser does not expect
to execute transactions through any particular broker or dealer but will seek to obtain the best net results for us under the circumstances,
taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty
of execution and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities. Our investment
adviser generally will seek reasonably competitive trade execution costs but will not necessarily pay the lowest spread or commission
available. Subject to applicable legal requirements and consistent with Section 28(e) of the Exchange Act, our investment adviser
may select a broker based upon brokerage or research services provided to our investment adviser and us and any other clients. In return
for such services, we may pay a higher commission than other brokers would charge if our investment adviser determines in good faith
that such commission is reasonable in relation to the services provided.
CUSTODIAN,
TRANSFER AND DIVIDEND PAYING AGENT AND REGISTRAR
Our
investment securities are held under a custody agreement with U.S. Bank National Association. The address of the custodian is U.S. Bank
National Association, Corporate Trust Services, One Federal Street, 3rd Floor,
Boston, MA 02110. The transfer agent and registrar for our common stock, Broadridge Financial Solutions, Inc., acts as our transfer agent,
dividend paying and reinvestment agent for our common stock. The principal business address of the transfer agent is 1717 Arch St., Suite
1300, Philadelphia, PA 19103. U.S. Bank National Association, our trustee under an indenture and the supplemental indentures thereto
relating to the Notes, is the paying agent, registrar and transfer agent relating to the Notes. The principal business address of our
trustee is 214 N. Tyron Street, 12th Floor,
Charlotte, North Carolina 28202.
LEGAL
MATTERS
Certain legal
matters regarding the securities offered by this prospectus will be passed upon for us by Eversheds Sutherland (US) LLP, Washington,
D.C.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Ernst &
Young LLP, our independent registered public accounting firm, has audited our consolidated financial statements as of February 28, 2021
and February 29, 2020 and for each of the three years ended February 28, 2021, February 29, 2020, and February 28, 2019. Saratoga Investment
Corp. CLO 2013-1, Ltd.’s financial statements as of February 29, 2020 and February 28, 2019 have been included in this prospectus
in reliance upon the reports of Ernst & Young Ltd., as stated in their report incorporated by reference. Ernst & Young
LLP’s principal business address is 5 Times Square, New York, New York 10036.
The
consolidated financial statements and the Senior Securities table incorporated by reference under the heading “Senior Securities”
for Saratoga Investment Corp. and subsidiaries have been incorporated by reference herein and in the registration statement in reliance
upon the reports of Ernst & Young LLP,
our independent registered public accounting firm, incorporated by reference herein, upon the authority of said firm as experts in accounting
and auditing.
Independent Auditors
CohnReznick LLP,
Saratoga Investment Corp. CLO 2013-1, Ltd.’s independent auditors have audited Saratoga Investment Corp. CLO 2013-1,
Ltd.’s financial statements as of February 28, 2021, and for the year then ended as set forth in their report incorporated by
reference. CohnReznick LLP’s principal business address is 200 South Wacker Drive, Suite 2600, Chicago, IL 60606.
AVAILABLE
INFORMATION
We
have filed with the SEC a registration statement on Form N-2, together with all amendments and related exhibits, under the
Securities Act, with respect to the securities offered by this prospectus. The registration statement contains additional information
about us and the securities being offered by this prospectus. We file with or submit to the SEC annual, quarterly and current periodic
reports, proxy statements and other information meeting the informational requirements of the Exchange Act. We maintain a website at https://saratogainvestmentcorp.com/
and intend to make all of our annual, quarterly and current reports, proxy statements and other publicly filed information available,
free of charge, on or through our website. You may also obtain such information by contacting us in writing at 535 Madison Avenue, New
York, NY 10022. The SEC maintains a website that contains reports, proxy and information statements and other information we file with
the SEC at http://www.sec.gov. Information contained on our website is not incorporated by reference into this prospectus
or any supplements to this prospectus, and you should not consider that information to be part of this prospectus or any supplements
to this prospectus.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
This
prospectus is part of a registration statement that we have filed with the SEC. We may “incorporate by reference” the information
that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information
incorporated by reference is considered to comprise a part of this prospectus from the date we file that document. Any reports filed
by us with the SEC subsequent to the date of this prospectus and before the date that any offering of any securities by means of this
prospectus and any accompanying prospectus supplement is terminated will automatically update and, where applicable, supersede any information
contained in this prospectus or incorporated by reference in this prospectus.
We
incorporate by reference into this prospectus our filings listed below and any future filings that we may file with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this prospectus until all of the securities offered by this prospectus
and any accompanying prospectus supplement have been sold or we otherwise terminate the offering of these securities; provided, however,
that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished”
to the SEC which is not deemed filed is not incorporated by reference in this prospectus and any accompanying prospectus supplement.
Information that we file with the SEC subsequent to the date of this prospectus will automatically update and may supersede information
in this prospectus, any accompanying prospectus supplement and information previously filed with the SEC.
This
prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been
filed with the SEC:
|
●
|
Annual
Report on Form 10-K for the fiscal year ended February 28, 2021 filed with the SEC on May 5, 2021;
|
|
●
|
Our
Definitive Proxy Statement on Schedule
14A, filed with the SEC on August 4, 2020 (to the extent incorporated by reference into
Part III of our Annual Report on Form 10-K for the fiscal year ended February 29, 2020);
|
|
●
|
The
description of our common stock contained in Exhibit 4.10 of our Annual Report on Form 10-K for the year ended
February 28, 2021, which updated the description thereof in our Registration Statement on Form 8-A (File No. 001-33376), as
filed with the SEC on March 21, 2007, including any amendment or report filed for the purpose of updating such description prior to the
termination of the offering of the common stock registered hereby.
|
To
obtain copies of these filings, see “Available Information,” or you may request a copy of these filings (other than exhibits,
unless the exhibits are specifically incorporated by reference into these documents) at no cost by writing or calling the following address
and telephone number:
Saratoga
Investment Corp.
535
Madison Avenue, 4th Floor
New
York, NY 10022
(212)
906-7800
You
should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not
authorized anyone to provide you with different or additional information, and you should not rely on such information if you receive
it. We are not making an offer of or soliciting an offer to buy, any securities in any state or other jurisdiction where such offer or
sale is not permitted. You should not assume that the information in this prospectus or in the documents incorporated by reference is
accurate as of any date other than the date on the front of this prospectus or those documents.
$500,000,000
Common
Stock
Preferred
Stock
Subscription
Rights
Debt
Securities
Warrants
Prospectus
,
2021
PART C—OTHER INFORMATION
Item 25. Financial Statements and Exhibits
The
audited consolidated financial statements of Saratoga Investment Corp. as of February 28, 2021 and February 29, 2020 and for each
of the three years in the period ended February 28, 2021 have been incorporated by reference in this registration statement in “Part
A—Information Required in a Prospectus” in reliance on the report of Ernst & Young LLP, an independent registered public
accounting firm, given on the authority of said firm as experts in auditing and accounting.
The
audited financial statements of Saratoga Investment Corp. CLO 2013-1, Ltd. as of
February 28, 2021, and for the year then ended have been incorporated by reference in this registration statement in “Part
A—Information Required in a Prospectus” in reliance on the report of CohnReznick LLP, independent auditors, given on the
authority of said firm as experts in auditing and accounting.
The
audited financial statements of Saratoga Investment Corp. CLO 2013-1, Ltd. as of February
29, 2020 and February 28, 2019 have been incorporated by reference in this registration statement
in “Part A—Information Required in a Prospectus” in reliance on the report of Ernst & Young Ltd., an independent
registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
The following exhibits are filed as part of this report or hereby incorporated
by reference to exhibits previously filed with the SEC:
Exhibit
Number
|
|
Description
|
|
|
(a)(1)
|
|
Articles of Incorporation of Saratoga Investment Corp. (incorporated by reference to Saratoga Investment Corp.’s Form 10-Q for the quarterly period ended May 31, 2007).
|
|
|
(a)(2)
|
|
Articles of Amendment of Saratoga Investment Corp. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed August 3, 2010).
|
|
|
(a)(3)
|
|
Articles of Amendment of Saratoga Investment Corp. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed August 13, 2010).
|
|
|
(b)
|
|
Third Amended and Restated Bylaws of Saratoga Investment Corp (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 10-Q filed January 6, 2021).
|
|
|
(c)
|
|
Not applicable.
|
|
|
(d)(1)
|
|
Specimen certificate of Saratoga Investment Corp.’s common stock, par value $0.001 per share. (incorporated by reference to Saratoga Investment Corp.’s Registration Statement on Form N-2, File No. 333-169135, filed on September 1, 2010).
|
|
|
(d)(2)
|
|
Form of Indenture by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Saratoga Investment Corp.’s Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-186323 filed April 30, 2013).
|
|
|
|
(d)(3)
|
|
Statement of Eligibility of Trustee on Form T-1.*
|
|
|
(d)(4)
|
|
Form of Second Supplemental Indenture between the Company and U.S. Bank National Association (incorporated by reference to Amendment No. 2 to the registrant’s Registration Statement on Form N-2, File No. 333-214182, filed on December 12, 2016).
|
|
|
(d)(5)
|
|
Form of Global Note (incorporated by reference to Exhibit (d)(4) hereto, and Exhibit A therein).
|
|
|
(d)(6)
|
|
Form of Third Supplemental Indenture between the Company and U.S. Bank National Association (incorporated by reference to Post-Effective Amendment No. 9 to the registrant’s Registration Statement on Form N-2, File No. 333-216344, filed on August 28, 2018).
|
|
|
|
(d)(7)
|
|
Form of Global Note (incorporated by reference to Exhibit (d)(6) hereto, and Exhibit A therein).
|
|
|
|
(d)(8)
|
|
Form of Warrant Certificate and Warrant Agreement**
|
|
|
|
(d)(9)
|
|
Form of Subscription Certificate and Subscription
Agreement**
|
(d)(10)
|
|
Form of Articles Supplementary Establishing and Fixing the Rights and Preferences of Preferred Stock (incorporated by reference to Registrant’s registration statement on Form N-2 Pre-Effective Amendment No. 1 (File No. 333-196526) filed on December 5, 2014).
|
|
|
|
(d)(11)
|
|
Fourth Supplemental Indenture between the Company and U.S. Bank National Association, as trustee, relating to the 7.25% Note due 2025 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 814-00732) filed on June 24, 2020).
|
|
|
|
(d)(12)
|
|
Form of 7.25% Notes due 2025 (incorporated by reference to Exhibit (d)(11) hereto and Exhibit A therein).
|
|
|
|
(d)(13)
|
|
Eighth Supplemental Indenture between the Company and U.S. Bank National Association, as trustee, relating to the 4.375% Note due 2026 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 814-00732) filed on March 10, 2021).
|
|
|
|
(d)(14)
|
|
Form of 4.375% Notes due 2026 (incorporated by reference to Exhibit (d)(13) hereto and Exhibit A therein).
|
|
|
|
(e)
|
|
Dividend
Reinvestment Plan (incorporated by reference to Exhibit (e) of the Registrant's Registration Statement on Form N-2, File No. 333-256366,
filed May 31, 2021).
|
|
|
|
(f)
|
|
Not applicable.
|
|
|
|
(g)
|
|
Investment Advisory and Management Agreement dated July 30, 2010 between Saratoga Investment Corp. and Saratoga Investment Advisors, LLC (incorporated by reference to Amendment No. 1 to the registrant’s Registration Statement on Form N-2, File No. 333-196526, filed on December 5, 2014).
|
|
|
|
(h)(1)
|
|
Underwriting Agreement dated July 11, 2018, by and among Saratoga Investment Corp. and Saratoga Investment Advisors, LLC, on the one hand, and Ladenburg Thalmann and Co. Inc., as representative of the several underwriters named in Annex A thereto, on the other hand (incorporated by reference to Post-Effective Amendment No. 8 to the registrant’s Registration Statement on Form N-2, File No. 333-216344, filed on July 12, 2018).
|
|
|
|
(h)(2)
|
|
Underwriting Agreement dated August 21, 2018, by and among Saratoga Investment Corp. and Saratoga Investment Advisors, LLC, on the one hand, and Ladenburg Thalmann and Co. Inc., as representative of the several underwriters named in Schedule I thereto, on the other hand (incorporated by reference to Post-Effective Amendment No. 9 to the registrant’s Registration Statement on Form N-2, File No. 333-216344, filed on August 28, 2018).
|
|
|
|
(h)(3)
|
|
Underwriting Agreement dated February 1, 2019, by and among Saratoga Investment Corp. and Saratoga Investment Advisors, LLC, on the one hand, and Ladenburg Thalmann and Co. Inc., as representative of the several underwriters named in Annex A thereto, on the other hand (incorporated by reference to Post-Effective Amendment No. 2 to the registrant’s Registration Statement on Form N-2, File No. 333-227116, filed on February 5, 2019).
|
|
|
|
(h)(4)
|
|
Underwriting Agreement dated June 17, 2020, by and among Saratoga Investment Corp. and Saratoga Investment Advisors, LLC, on the one hand, and Ladenburg Thalmann and Co. Inc., as representative of the several underwriters named in Schedule I thereto, on the other hand (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00732) filed on June 23, 2020).
|
|
|
|
(h)(5)
|
|
Underwriting Agreement dated March 3, 2021, by and among Saratoga Investment Corp. and Saratoga Investment Advisors, LLC, on the one hand, and Raymond James & Associates, Inc., as representative of the several underwriters named in Exhibit A thereto, on the other hand (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00732) filed on March 5, 2021).
|
|
|
|
(h)(6)
|
|
Equity Distribution Agreement dated March 16, 2017, by and among Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Ladenburg Thalmann and Co. Inc. and BB&T Capital Markets, a division of BB&T Securities, LLC (incorporated by reference to Post-Effective Amendment No. 1 to the registrant’s Registration Statement on Form N-2, File No. 333-216344, filed on March 16, 2017).
|
(h)(7)
|
|
Amendment No. 1 to the Equity Distribution Agreement dated October 12, 2017 by and among Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Ladenburg Thalmann and Co. Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, and FBR Capital Markets & Co. (incorporated by reference to Post-Effective Amendment No. 2 to the registrant’s Registration Statement on Form N-2, File No. 333-216344, filed on October 12, 2017).
|
|
|
|
(h)(8)
|
|
Amendment No. 2 to the Equity Distribution Agreement dated January 11, 2018 by and among Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Ladenburg Thalmann and Co. Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, and B. Riley FBR, Inc. (incorporated by reference to Post-Effective Amendment No. 3 to the registrant’s Registration Statement on Form N-2, File No. 333-216344, filed on January 11, 2018).
|
|
|
|
(h)(9)
|
|
Amendment No. 3 to the Equity Distribution Agreement dated October 16, 2018 by and among Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Ladenburg Thalmann and Co. Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, and B. Riley FBR, Inc. (incorporated by reference to Post-Effective Amendment No. 1 to the registrant’s Registration Statement on Form N-2, File No. 333-227116, filed on October 16, 2018).
|
|
|
|
(h)(10)
|
|
Amendment No. 4 to the Equity Distribution Agreement dated July 11, 2019, by and among Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Ladenburg Thalmann and Co. Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, and B. Riley FBR, Inc. (incorporated by reference to Post-Effective Amendment No. 5 to the registrant’s Registration Statement on Form N-2, File No. 333-227116, filed on July 12, 2019).
|
|
|
|
(h)(11)
|
|
Amendment No. 5 to the Equity Distribution Agreement dated October 10, 2019, by and among Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Ladenburg Thalmann and Co. Inc., BB&T Capital Markets, a division BB&T Securities, LLC, and B. Riley FBR, Inc. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on October 10, 2019).
|
|
|
|
(i)
|
|
Not applicable.
|
|
|
|
(j)
|
|
Custodian Agreement dated March 21, 2007 between Saratoga Investment LLC and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.’s Form 10-Q for the quarterly period ended May 31, 2007).
|
|
|
|
(k)(1)
|
|
Administration Agreement dated July 30, 2010 between Saratoga Investment Corp. and Saratoga Investment Advisors, LLC (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on August 3, 2010).
|
|
|
|
(k)(2)
|
|
Trademark License Agreement dated July 30, 2010 between Saratoga Investment Advisors, LLC and Saratoga Investment Corp. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on August 3, 2010).
|
|
|
|
(k)(3)
|
|
Credit, Security and Management Agreement dated July 30, 2010 by and among Saratoga Investment Funding LLC, Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Madison Capital Funding LLC and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on August 3, 2010).
|
|
|
|
(k)(4)
|
|
Amendment No. 1 to Credit, Security and Management Agreement dated February 24, 2012 by and among Saratoga Investment Funding LLC, Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Madison Capital Funding LLC and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on February 29, 2012).
|
|
|
|
(k)(5)
|
|
Form of Indemnification Agreement between Saratoga Investment Corp. and each officer and director of Saratoga Investment Corp. (incorporated by reference to Amendment No. 2 to Saratoga Investment Corp.’s Registration Statement on Form N-2 filed on January 12, 2007).
|
|
|
|
(k)(6)
|
|
Amended and Restated Indenture, dated as of November 15, 2016, among Saratoga Investment Corp. CLO 2013-1, Ltd., Saratoga Investment Corp. CLO 2013-1, Inc. and U.S. Bank National Association. (incorporated by reference to the registrant’s Registration Statement on Form N-2, File No. 333-216344, filed on February 28, 2017).
|
(k)(7)
|
|
Amended and Restated Collateral Management Agreement, dated October 17, 2013, by and between Saratoga Investment Corp. and Saratoga Investment Corp. CLO 2013-1, Ltd. (incorporated by reference to Amendment No. 1 to the registrant’s Registration Statement on Form N-2, File No. 333-196526, filed on December 5, 2014).
|
|
|
|
(k)(8)
|
|
Amendment No. 2 to Credit, Security and Management Agreement dated September 17, 2014 by and among Saratoga Investment Funding LLC, Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Madison Capital Funding LLC and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on September 18, 2014).
|
|
|
|
(k)(9)
|
|
Amendment No. 3 to Credit, Security and Management Agreement, dated May 18, 2017, by and among Saratoga Investment Funding LLC, Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Madison Capital Funding LLC and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on May 18, 2017).
|
|
|
|
(k)(10)
|
|
Amendment No. 4 to Credit, Security and Management Agreement, dated April 24, 2020, by and among Saratoga Investment Funding LLC, Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Madison Capital Funding LLC and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on April 29, 2020).
|
|
|
|
(k)(11)
|
|
Amendment No. 5 to Credit, Security and Management Agreement, dated September 14, 2020, by and among Saratoga Investment Funding LLC, Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Madison Capital Funding LLC and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on September 17, 2020).
|
|
|
|
(k)(12)
|
|
Amended and Restated Collateral Management Agreement, dated February 26, 2021, by and between Saratoga Investment Corp. and Saratoga Investment Corp. CLO 2013-1, Ltd. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on March 4, 2021).
|
|
|
|
(k)(13)
|
|
Amended and Restated Collateral Administration Agreement, dated February 26, 2021, by and between Saratoga Investment Corp., Saratoga Investment Corp. CLO 2013-1, Ltd. and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on March 4, 2021).
|
|
|
|
(l)
|
|
Opinion and Consent of Eversheds Sutherland (US) LLP, counsel for Saratoga Investment Corp.*
|
|
|
|
(m)
|
|
Not applicable.
|
|
|
|
(n)(1)
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm, relating to Saratoga Investment Corp.*
|
|
|
|
(n)(2)
|
|
Consent of Ernst & Young Ltd., Independent Registered Public Accounting Firm, relating to Saratoga Investment Corp. CLO 2013-1, Ltd.*
|
|
|
|
(n)(3)
|
|
Consent of CohnReznick LLP, Independent Auditors, relating to Saratoga Investment Corp. CLO 2013-1, Ltd.*
|
|
|
|
(o)
|
|
Not applicable.
|
|
|
|
(p)
|
|
Not applicable.
|
|
|
|
(q)
|
|
Not applicable.
|
|
|
|
(r)
|
|
Code of Ethics of the Company adopted under Rule 17j-1 (incorporated by reference to Amendment No. 7 to the registrant’s Registration Statement on Form N-2, File No. 333-138051, filed on March 22, 2007).
|
|
|
|
99.1
|
|
Statement of Computation of Ratios of Earnings to Fixed Charges. (incorporated by reference to the registrant’s Registration Statement on Form N-2, File No. 333-216344, filed on February 28, 2017).
|
99.2
|
|
Form of prospectus supplement for common stock offerings (incorporated by reference to Amendment No. 1 to the registrant’s Registration Statement on Form N-2, File No. 333-196526, filed on December 5, 2014).
|
|
|
|
99.3
|
|
Form of prospectus supplement for preferred stock offerings (incorporated by reference to Amendment No. 1 to the registrant’s Registration Statement on Form N-2, File No. 333-196526, filed on December 5, 2014).
|
|
|
|
99.4
|
|
Form of prospectus supplement for subscription rights offering (incorporated by reference to Amendment No. 1 to the registrant’s Registration Statement on Form N-2, File No. 333-196526, filed on December 5, 2014).
|
|
|
|
99.5
|
|
Form of prospectus supplement for warrant offerings (incorporated by reference to Amendment No. 1 to the registrant’s Registration Statement on Form N-2, File No. 333-196526, filed on December 5, 2014).
|
|
|
|
99.6
|
|
Form of prospectus supplement for retail note offerings (incorporated by reference to Amendment No. 1 to the registrant’s Registration Statement on Form N-2, File No. 333-196526, filed on December 5, 2014).
|
|
|
|
99.7
|
|
Form of prospectus supplement for institutional note offerings (incorporated by reference to Amendment No. 1 to the registrant’s Registration Statement on Form N-2, File No. 333-196526, filed on December 5, 2014).
|
**
|
To be filed by post-effective amendment, if applicable.
|
Item 26. Marketing Arrangements
The information contained
under the heading “Plan of Distribution” on this Registration Statement is incorporated herein by reference.
Item 27. Other Expenses of Issuance and Distribution
Securities and Exchange Commission registration fee
|
|
$
|
38,451
|
|
FINRA filing fee(1)
|
|
$
|
53,365
|
|
New York Stock Exchange listing fees(1)
|
|
$
|
38,400
|
|
Printing expenses(1)
|
|
$
|
50,000
|
|
Accounting fees and expenses(1)
|
|
$
|
20,000
|
|
Legal fees and expenses(1)
|
|
$
|
150,000
|
|
Miscellaneous(1)
|
|
$
|
10,000
|
|
Total
|
|
$
|
389,975
|
|
(1)
|
The amounts set forth above, with the exception of the Securities and Exchange Commission fee, are in each case estimated. All expenses set forth above will be borne by the Registrant.
|
Item 28. Persons Controlled by or Under Common Control
The
Registrant has three subsidiaries, Saratoga Investment Funding LLC, a Delaware limited liability company, Saratoga Investment Corp. SBIC
LP, a Delaware limited partnership and Saratoga Investment Corp. SBIC II LP, a Delaware limited partnership. The Registrant owns 100%
of the outstanding equity interests of Saratoga Investment Funding LLC, Saratoga Investment Corp. SBIC LP and Saratoga Investment Corp.
SBIC II LP.
In addition, the Registrant
may be deemed to control Saratoga Investment Corp. CLO 2013-1 Ltd. one of the Registrant’s portfolio companies.
Item 29. Number of Holders of Securities
The following table sets
forth the approximate number of record holders of the Company’s common stock as of June 29, 2021.
Title
of Class
|
|
Number of
Record Holders
|
Common
Stock, $0.001 par value
|
|
11
|
Item 30.
Indemnification
Reference is made
to Section 2-418 of the Maryland General Corporation Law, Article VII of the Registrant’s charter and Article XI of the Registrant’s
Amended and Restated Bylaws.
Maryland
law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation
and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in
money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause
of action. The Registrant’s charter contains such a provision which eliminates directors’ and officers’ liability to
the maximum extent permitted by Maryland law, subject to the requirements of the Investment Company Act of 1940, as amended (the “1940
Act”).
The
Registrant’s charter authorizes the Registrant, to the maximum extent permitted by Maryland law and subject to the requirements
of the 1940 Act, to indemnify any present or former director or officer or any individual who, while serving as the Registrant’s
director or officer and at the Registrant’s request, serves or has served another corporation, real estate investment trust, partnership,
joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim
or liability to which that person may become subject or which that person may incur by reason of his or her service in any such capacity
and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. The Registrant’s bylaws obligate
the Registrant, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present
or former director or officer or any individual who, while serving as the Registrant’s director or officer and at the Registrant’s
request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan
or other enterprise as a director, officer, partner or trustee and who is made, or threatened to be made, a party to the proceeding by
reason of his or her service in that capacity from and against any claim or liability to which that person may become subject or which
that person may incur by reason of his or her service in any such capacity and to pay or reimburse his or her reasonable expenses in advance
of final disposition of a proceeding. The charter and bylaws also permit the Registrant to indemnify and advance expenses to any person
who served a predecessor of the Registrant in any of the capacities described above and any of the Registrant’s employees or agents
or any employees or agents of the Registrant’s predecessor. In accordance with the 1940 Act, the Registrant will not indemnify any
person for any liability to which such person would be subject by reason of such person’s willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or her office.
Maryland
law requires a corporation (unless its charter provides otherwise, which the Registrant’s charter does not) to indemnify a director
or officer who has been successful in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason
of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers,
among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any
proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless
it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding
and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer
actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation
may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis
that a personal benefit was improperly received unless, in either case, a court orders indemnification, and then only for expenses. In
addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer in advance of final disposition of
a proceeding upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith
belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking
by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the
standard of conduct was not met.
Adviser and Administrator
The
investment advisory agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties
or by reason of the reckless disregard of its duties and obligations, Saratoga Investment Advisors, LLC (the “investment adviser”)
and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled
to indemnification from the Registrant for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and
amounts reasonably paid in settlement) arising from the rendering of the investment adviser’s services under the investment advisory
agreement or otherwise as an investment adviser of the Registrant.
The
administration agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of the reckless disregard of its duties and obligations, Saratoga Investment Advisors, LLC and its officers, managers, agents,
employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Registrant
for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement)
arising from the rendering of Saratoga Investment Advisors, LLC’s services under the administration agreement or otherwise as administrator
for the Registrant.
The
law also provides for comparable indemnification for corporate officers and agents. Insofar as indemnification for liability arising under
the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The
Registrant has entered into indemnification agreements with its directors. The indemnification agreements are intended to provide the
Registrant’s directors the maximum indemnification permitted under Maryland law and the 1940 Act. Each indemnification agreement
provides that the Registrant shall indemnify the director who is a party to the agreement (an “Indemnitee”), including the
advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to
or a witness in any threatened, pending, or completed proceeding, other than a proceeding by or in the right of the Registrant.
Item 31. Business and Other Connections of Investment Adviser
A description of any other
business, profession, vocation or employment of a substantial nature in which the Adviser, and each managing director, director or executive
officer of the Adviser, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of
director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the sections entitled “Management.”
Additional information regarding the Adviser and its officers and directors will be set forth in its Form ADV to be filed with the Securities
and Exchange Commission.
Item 32. Location of Accounts and Records
All
accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the rules
thereunder are maintained at the offices of:
|
(1)
|
the Registrant, Saratoga Investment Corp., 535 Madison Avenue, New York, New York 10022;
|
|
(2)
|
the Transfer Agent, Broadridge Financial Solutions, Inc., 1717 Arch St., Suite 1300, Philadelphia, PA 19103;
|
|
(3)
|
the Custodian, U.S. Bank National Association, 214 N. Tryon Street, 12th Floor, Charlotte, North Carolina 28202; and
|
|
(4)
|
the Adviser, Saratoga Investment Advisors, LLC, 535 Madison Avenue, New York, New York 10022.
|
Item 33.
Management Services
Not Applicable.
Item 34. Undertakings.
3.
|
The Registrant hereby undertakes:
|
a.
to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:
(1)
to include any prospectus required by Section 10(a)(3) of the Securities Act;
(2)
to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b), if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement.
(3)
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Provided,
however, that paragraphs a(1), a(2) and a(3) of this section do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
b.
that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed
to be the initial bona fide offering thereof;
c.
to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering;
d.
that, for the purpose of determining liability under the Securities Act to any purchaser:
(1)
if the Registrant is relying on Rule 430B:
(A)
Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the
information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is
at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date; or
(2)
if the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of
a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first use.
e.
that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution
of securities:
The undersigned
Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to
offer or sell such securities to the purchaser:
(1) any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424,
under the Securities Act;
(2) free
writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned
Registrant;
(3) the
portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering
containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant;
and
(4) any
other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
4. Not applicable.
5. The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
6. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
7. The Registrant undertakes
to send by first class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written
or oral request, any prospectus or Statement of Additional Information.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, and/or the Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in New York,
New York, on the 1st day of July, 2021.
|
SARATOGA INVESTMENT CORP.
|
|
|
|
|
By:
|
/s/ Christian L. Oberbeck
|
|
|
Name:
|
|
Christian L. Oberbeck
|
|
|
Title:
|
|
Chief Executive Officer
|
Pursuant to the requirements
of the Securities Act, this Registration Statement on Form N-2 has been signed by the following persons, in the capacities and
on the dates indicated below. The document may be executed by the signatories hereto on any number of counterparts, all of which constituted
one and the same instrument.
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/
CHRISTIAN L. OBERBECK
|
|
Chairman of the Board of Directors, Chief Executive
Officer (Principal Executive Officer)
|
|
July 1, 2021
|
Christian L. Oberbeck
|
|
|
|
/s/
HENRI J. STEENKAMP
|
|
Chief
Financial Officer (Principal Accounting Officer and Principal Financial Officer), Member of the Board of Directors
|
|
July 1,
2021
|
Henri J. Steenkamp
|
|
|
|
*
|
|
Member
of the Board of Directors
|
|
July 1,
2021
|
Steven M. Looney
|
|
|
|
*
|
|
Member
of the Board of Directors
|
|
July 1,
2021
|
Charles S. Whitman
III
|
|
|
|
*
|
|
Member
of the Board of Directors
|
|
July 1,
2021
|
Cabell Williams
|
* Signed by Henri
J. Steenkamp pursuant to a power of attorney signed by each individual and filed with this Registration Statement on May 21, 2021.
C-11
Saratoga Investment (NYSE:SAR)
Historical Stock Chart
From Aug 2024 to Sep 2024
Saratoga Investment (NYSE:SAR)
Historical Stock Chart
From Sep 2023 to Sep 2024