UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 15, 2020
SARATOGA INVESTMENT CORP.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 814-00732 | 20-8700615 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
|
535 Madison Avenue New York, New York |
10022 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (212) 906-7800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | 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 | Trading symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | SAR | New York Stock Exchange | ||
| 6.25% Notes due 2025 | SAF | New York Stock Exchange | ||
| 7.25% Notes due 2025 | SAK | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director and President
On October 15, 2020, Michael J. Grisius, a member of the Board of Directors (the “Board”) of Saratoga Investment Corp. (the “Company”), tendered a letter of resignation from the Board and from his role as President of the Company, effective immediately, which was accepted by the Board. There was no disagreement between Mr. Grisius and the Company on any matter relating to the Company’s operations, policies or practices. Mr. Grisius will continue in his current roles at Saratoga Investment Advisors, LLC, (“Saratoga Investment Advisors”) the Company’s investment adviser, including in his capacity of Chief Investment Officer.
Appointment of Director
On October 16, 2020, the Board, upon recommendation from its Nominating and Corporate Governance Committee, appointed Henri J. Steenkamp to serve on the Board to fill the vacant seat created by Mr. Grisius’ resignation, effective immediately. Mr. Steenkamp, age 44, also serves as the Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary of the Company, and has been in his current positions since March 2014.
The initial term of Mr. Steenkamp as a director of the Company will expire at the 2023 annual meeting of stockholders of the Company. There is no arrangement or understanding under which Mr. Steenkamp was appointed. There are no transactions involving Mr. Steenkamp requiring disclosure under Item 404(a) of Regulation S-K.
Previously, Mr. Steenkamp served as the Chief Financial Officer of MF Global Holdings Ltd., a broker in commodities and derivatives, from April 2011. Prior to that, Mr. Steenkamp held the position of Chief Accounting Officer and Global Controller at MF Global for four years. He joined MF Global, then Man Financial, in 2006 as Vice President of External Reporting and Accounting Policy. After MF Global filed for bankruptcy protection in October 2011, he continued to serve as Chief Financial Officer through January 2013. Before joining MF Global, Mr. Steenkamp spent eight years with PricewaterhouseCoopers (“PwC”), including four years in Transaction Services in its New York office, managing a variety of capital-raising transactions on a global basis. His focus was also on the SEC registration and public company filing process, including technical accounting. He spent four years with PwC in South Africa, where he served as an auditor primarily for SEC registrants and assisted South African companies as they went public in the U.S. Mr. Steenkamp is a chartered accountant and holds an honors degree in Finance.
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Appointment of President
On October 16, 2020, the Board, upon recommendation from its Nominating and Corporate Governance Committee, appointed Christian L. Oberbeck to serve as President of the Company to fill the vacant position created by Mr. Grisius’ resignation, effective immediately. Mr. Oberbeck, age 60, also serves as the Chief Executive Officer of the Company and the Chairman of the Board. There are no transactions involving Mr. Oberbeck requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Oberbeck has over 35 years of experience in leveraged finance, from distressed debt to private equity, and has been involved in originating, structuring, negotiating, consummating, managing and monitoring investments in these businesses. Mr. Oberbeck is the Managing Member of Saratoga Investment Advisors and the Chairman of the Board and Chief Executive Officer of the Company. Mr. Oberbeck also served as President of the Company until February 2014. Mr. Oberbeck is also the Managing Partner of Saratoga Partners, a middle market private equity investment firm. Prior to assuming full management responsibility for Saratoga Partners in 2008, Mr. Oberbeck had co-managed Saratoga Partners since 1995. Mr. Oberbeck joined Dillon Read and Saratoga Partners from Castle Harlan, Inc., a corporate buyout firm which he had joined at its founding in 1987 and was a Managing Director, leading successful investments in manufacturing and financial services companies. Prior to that, he worked in the Corporate Development Group of Arthur Young and in corporate finance at Blyth Eastman Paine Webber. Mr. Oberbeck has been a director of numerous middle market companies. Mr. Oberbeck graduated from Brown University in 1982 with a BS in Physics and a BA in Mathematics. In 1985, he earned an MBA from Columbia University. Mr. Oberbeck’s qualifications as a President include his extensive experience in the investment and finance industry, as well as his intimate knowledge of the Company’s operations, gained through his service as an executive officer.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SARATOGA INVESTMENT CORP. | |||||
| Date: October 16, 2020 | By: | /s/ Henri J. Steenkamp | |||
| Name: | Henri J. Steenkamp | ||||
| Title: | Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary | ||||
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