SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 15, 2019
SARATOGA INVESTMENT CORP.
(Exact Name of Registrant as Specified in Charter)
|(State or Other Jurisdiction
535 Madison Avenue
New York, New York
|(Address of Principal Executive Offices)||(Zip Code)|
Registrants telephone number, including area code (212) 750-3343
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Common Stock, par value $0.001 per share||SAR||New York Stock Exchange|
|6.75% Notes due 2023||SAB||New York Stock Exchange|
|6.25% Notes due 2025||SAF||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 8.01|| |
On November 15, 2019, Saratoga Investment Corp. (the Company) caused notices to be issued to the holders of its 6.75% Notes due 2023 (CUSIP No. 80349A 406; NYSE: SAB) (the Notes) regarding the Companys exercise of its option to redeem, in part, the issued and outstanding Notes, pursuant to Section 1104 of the Indenture dated as of May 10, 2013, between the Company and U.S. Bank National Association, as trustee, and Section 101(h) of the Second Supplemental Indenture dated as of December 21, 2016. The Company will redeem $50,000,000 in aggregate principal amount of the $74,450,500 in aggregate principal amount of issued and outstanding Notes on December 21, 2019 (the Redemption Date). The Notes will be redeemed at 100% of their principal amount ($25 per Note), plus the accrued and unpaid interest thereon from September 30, 2019, through, but excluding, the Redemption Date. A copy of the notice of redemption is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
|Item 9.01.|| |
Financial Statements and Exhibits.
|99.1||Notice of Redemption of 6.75% Notes due 2023|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|SARATOGA INVESTMENT CORP.|
|Date: November 15, 2019||By:||/s/ Henri J. Steenkamp|
|Name:||Henri J. Steenkamp|
|Title:||Chief Financial Officer and Secretary|
NOTICE OF PARTIAL REDEMPTION TO THE HOLDERS OF THE
6.75% Notes due 2023
of Saratoga Investment Corp.
(CUSIP No. 80349A406)*
Redemption Date: December 21, 2019
NOTICE IS HEREBY GIVEN, pursuant to Section 1104 of the Indenture dated as of May 10, 2013 (the Base Indenture), between Saratoga Investment Corp., a Maryland corporation (the Company), and U.S. Bank National Association (the Trustee), and Section 1.01(h) of the Second Supplemental Indenture dated as of December 21, 2016 (the Second Supplemental Indenture, and together with the Base Indenture, the Indenture), that the Company is electing to exercise its option to redeem a portion of the 6.75% Notes due 2023 (the Notes). The Company will redeem $50,000,000 in aggregate principal amount of the issued and outstanding Notes on December 21, 2019 (the Redemption Date). The redemption price for the Notes equals 100% of the $50,000,000 aggregate principal amount of the Notes being redeemed (or $25 in principal amount per Note), plus the accrued and unpaid interest thereon from September 30, 2019, through, but excluding, the Redemption Date (the Redemption Payment). The aggregate accrued interest on the Notes payable on the Redemption Date will be approximately $768,750 (or approximately $0.38 on each $25 principal amount of the Notes being redeemed).
On the Redemption Date, the Redemption Price will become due and payable to the holders of the Notes (the Holders). Interest on the $50,000,000 in principal amount of Notes being redeemed will cease to accrue on and after the Redemption Date. Unless the Company defaults in paying the Redemption Price with respect to such Notes, the only remaining right of the Holders with respect to such Notes will be to receive payment of the Redemption Price upon presentation and surrender of such Notes to the Trustee in its capacity as Paying Agent. Notes held in book-entry form will be redeemed and the Redemption Price with respect to such Notes will be paid in accordance with the applicable procedures of The Depository Trust Company.
Payment of the Redemption Price to the Holders will be made upon presentation and surrender of the Notes in the following manner:
|If by Mail, Hand or Overnight Mail:|
|Corporate Trust Services|
|111 Fillmore Avenue E.|
|St. Paul, MN 55107|
The CUSIP number has been assigned to this issue by organizations not affiliated with the Company or the Trustee and is included solely for the convenience of the Holders. Neither the Company nor the Trustee shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to the correctness or accuracy of the same on the notes or as indicated in this Notice of Redemption.
Under U.S. federal income tax law, the Trustee or other withholding agent may be required to backup withhold on any gross payment to a Holder who fails to provide a taxpayer identification number and other required certifications. To avoid backup withholding, a Holder will need to complete a Form W-9 or an appropriate Form W-8, as applicable, which should be furnished in connection with the presentment and surrender of the Notes called for redemption and otherwise comply with the applicable requirements of the backup withholding rules. Holders should consult their tax advisors regarding the withholding and other tax consequences of the redemption.
|Saratoga Investment Corp.|
|Dated: November 21, 2019||By: U.S. Bank National Association, as Trustee and Paying Agent|